EZRA · Reliance Global Group, Inc.

This reverse stock split is a high-materiality corporate action driven exclusively by Nasdaq listing compliance — specifically Rule 5550(a)(2), which mandates a $1.00 minimum bid price. The Company disclosed it was not in compliance and faces a June 10, 2026 deadline to regain compliance; the split is explicitly intended to lift the per-share price proportionally (by 40x) to meet that threshold. While the mechanics are straightforward — automatic combination of 40 pre-split shares into one post-split share, no change to par value or shareholder ownership percentages — the implications extend beyond accounting. The reduction in authorized shares from 2 billion to 50 million constrains future equity issuance capacity unless further amended, potentially affecting financing flexibility or M&A considerations. The board’s unilateral authority under Florida law bypasses shareholder input, underscoring governance centralization. Trading resumption on May 18 under a new CUSIP requires operational coordination across brokers, transfer agents (VStock Transfer, LLC), and clearing systems; holders in street name need no action, but certificate holders must exchange. Critically, the press release cautions that the split does not guarantee sustained compliance — citing risks including post-split price erosion, potential failure to meet other Nasdaq requirements (e.g., minimum publicly held shares), and regulatory restrictions on additional splits within one year. These forward-looking disclosures signal material execution and market reception risk, making investor monitoring of post-May 18 price stability essential.