ABX 10-Q
Abacus Global Management, Inc. (ABX)
10-Q
2025-11-07
For: 2025-09-30
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____ to _____
Commission file number 001-39403
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
(800 ) 561-4148
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||
x | Smaller reporting company | ||||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The registrant had 97,752,855 shares of common stock, $0.0001 par value per share, issued and outstanding as of October 31, 2025.
ABACUS GLOBAL MANAGEMENT, INC.
TABLE OF CONTENTS
| Page | ||||||||
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| CONSOLIDATED BALANCE SHEETS | ||
| September 30, 2025 (unaudited) | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Accounts receivable, related party | |||||||||||
| Income taxes receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Operating right-of-use assets | |||||||||||
| Management and performance fee receivable, related party | |||||||||||
| Life settlement policies, at fair value | |||||||||||
| Life settlement policies, at cost | |||||||||||
Available-for-sale securities, at fair value; net of allowance for credit losses of $ | |||||||||||
| Other investments | |||||||||||
| Other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Current portion of long-term debt, at fair value | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Accrued expenses | |||||||||||
| Current operating lease liabilities | |||||||||||
| Contract liabilities, deposits on pending settlements | |||||||||||
| Accrued transaction costs | |||||||||||
| Other current liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Long-term debt, at fair value | |||||||||||
| Long-term debt, related party | |||||||||||
| Retrocession fees payable | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Deferred tax liability | |||||||||||
| Warrant liability | |||||||||||
| TOTAL LIABILITIES | |||||||||||
1
| ABACUS GLOBAL MANAGEMENT, INC. | ||
CONSOLIDATED BALANCE SHEETS (CONT.) | ||
| September 30, 2025 (unaudited) | December 31, 2024 | ||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 12) | |||||||||||
| MEZZANINE EQUITY | |||||||||||
Series A convertible preferred stock, $ | — | ||||||||||
| TOTAL MEZZANINE EQUITY | — | ||||||||||
| STOCKHOLDERS' EQUITY | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
Treasury stock - at cost; | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Noncontrolling interest | ( | ||||||||||
| TOTAL STOCKHOLDERS' EQUITY | |||||||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY | $ | $ | |||||||||
See condensed notes to consolidated financial statements.
2
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Asset management | $ | $ | $ | $ | |||||||||||||||||||
| Asset management, related party | |||||||||||||||||||||||
| Life solutions | |||||||||||||||||||||||
| Life solutions, related party | |||||||||||||||||||||||
| Technology services | |||||||||||||||||||||||
| TOTAL REVENUES | |||||||||||||||||||||||
| COST OF REVENUES (excluding depreciation and amortization stated below): | |||||||||||||||||||||||
| Cost of revenue (including stock-based compensation) | |||||||||||||||||||||||
| GROSS PROFIT | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative (including stock-based compensation) | |||||||||||||||||||||||
| (Gain) loss on change in fair value of debt | ( | ||||||||||||||||||||||
| Unrealized gain on equity securities, at fair value | ( | ( | |||||||||||||||||||||
| Realized gain on equity securities, at fair value | ( | ||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| TOTAL OPERATING EXPENSES | |||||||||||||||||||||||
| OPERATING INCOME | |||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||
| Loss on change in fair value of warrant liability | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other (expense) income | ( | ( | |||||||||||||||||||||
| TOTAL OTHER INCOME (EXPENSE) | ( | ( | ( | ( | |||||||||||||||||||
| NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | ( | ( | |||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| NET INCOME (LOSS) | ( | ( | |||||||||||||||||||||
| LESS: NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | ( | ( | |||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| EARNINGS (LOSS) PER SHARE: | |||||||||||||||||||||||
| Earnings (loss) per share - basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Earnings (loss) per share - diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted-average stock outstanding—basic | |||||||||||||||||||||||
| Weighted-average stock outstanding—diluted | |||||||||||||||||||||||
3
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (CONT.) | ||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| NET INCOME (LOSS) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other comprehensive income (loss), net of tax or tax benefit: | |||||||||||||||||||||||
| Change in fair value of debt (risk adjusted) | ( | ( | |||||||||||||||||||||
| Reclassification of change in fair value of debt (risk adjusted) upon related debt payoff | |||||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS | ( | ( | |||||||||||||||||||||
| Net and comprehensive (loss) income attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | $ | ( | $ | $ | ( | |||||||||||||||||
See condensed notes to consolidated financial statements.
4
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| UNAUDITED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | ||
| Series A Convertible Preferred Stock | Class A Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Non- Controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2024 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of series A convertible preferred stock | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant Conversions | — | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuance transaction costs | — | — | — | — | — | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on the Series A Convertible Preferred Stock | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transfer of non-controlling interest | — | — | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuance transaction costs | — | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant conversions | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business acquisition | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on the Series A Convertible Preferred Stock | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See condensed notes to consolidated financial statements.
5
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| UNAUDITED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (CONT.) | ||
| Series A Convertible Preferred Stock | Class A Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Non- Controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2023 | — | $ | — | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred transaction costs | — | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant Conversions | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2024 | — | $ | — | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred transaction costs | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuance | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuance transaction costs | — | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant Conversions | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2024 | — | $ | — | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant Conversions | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of change in fair value of debt (risk adjusted) upon related debt payoff | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2024 | — | $ | — | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
See condensed notes to consolidated financial statements.
6
| ABACUS GLOBAL MANAGEMENT, INC. | ||
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Allowance for credit losses | |||||||||||
| Stock-based compensation | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Unrealized gain on equity securities, at fair value | ( | ||||||||||
| Realized gain on equity securities, at fair value | ( | ||||||||||
| Non-cash gain on policy trades | ( | ||||||||||
| Unrealized gain on policies, at fair value | ( | ( | |||||||||
| Change in fair value of debt | ( | ||||||||||
| Change in fair value of warrant liability | |||||||||||
| Non-cash interest income | ( | ( | |||||||||
| Deferred income taxes | |||||||||||
| Non-cash interest expense, related party | |||||||||||
| Non-cash interest expense | |||||||||||
| Non-cash lease expense | |||||||||||
| Non-cash other income | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Accounts receivable, related party | ( | ( | |||||||||
| Equity securities, at fair value | |||||||||||
| Management and performance fee receivable, related party | |||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accrued expenses | ( | ||||||||||
| Accrued transaction costs | |||||||||||
| Contract liabilities, deposits on pending settlement | ( | ||||||||||
| Other current liabilities | ( | ||||||||||
| Income tax payable | ( | ( | |||||||||
| Income tax receivable | ( | ||||||||||
| Retrocession fees payable | |||||||||||
| Net change in life settlement policies, at fair value | ( | ( | |||||||||
| Net change in life settlement policies, at cost | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Origination of note receivable | ( | ||||||||||
| Acquisition of businesses, net of cash acquired | ( | ||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Purchase of intangible assets | ( | ||||||||||
| Purchase of other investments | ( | ( | |||||||||
| Purchase of available for sale securities | ( | ||||||||||
| Change in due from affiliates | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
7
| ABACUS GLOBAL MANAGEMENT, INC. | ||
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.) | ||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Issuance of long term-debt | |||||||||||
| Issuance of long term-debt, at fair value | |||||||||||
| Payment of discounts and financing costs | ( | ( | |||||||||
| Repayment of debt | ( | ||||||||||
| Repayment of debt, at fair value | ( | ( | |||||||||
| Repayment of debt, related party | ( | ||||||||||
| Common stock issuance | |||||||||||
| Common stock issuance transaction costs | ( | ( | |||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Payment of Series A Convertible Preferred dividend | ( | ||||||||||
| Due to former members | ( | ||||||||||
| Warrant conversions | |||||||||||
| Due to affiliates | ( | ||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ( | |||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT THE BEGINNING OF THE PERIOD | |||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT THE END OF THE PERIOD | $ | $ | |||||||||
| NON-CASH OPERATING, INVESTING, AND FINANCING ACTIVITIES: | |||||||||||
Non-cash sale of life settlement policies, at fair value | $ | $ | |||||||||
Non-cash purchase of life settlement policies, at fair value | $ | $ | |||||||||
| Non-cash consideration for business acquisition | $ | $ | |||||||||
| Non-cash issuance of debt in connection with business acquisition | $ | $ | |||||||||
| Non-cash issuance of common stock in connection with business acquisition | $ | $ | |||||||||
| Non-cash investment in other investments | $ | $ | |||||||||
| Non-cash issuance of series A convertible preferred stock | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURES: | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid, net of refunds | $ | $ | |||||||||
See condensed notes to consolidated financial statements.
8
ABACUS GLOBAL MANAGEMENT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.BASIS OF PRESENTATION
The accompanying consolidated financial statements (“Interim Financial Statements”) are presented in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC") and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) as contained in the Company’s Annual Report on Form 10-K. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Accordingly, the consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”). Refer to Note 2 in the Company’s 2024 Annual Report for the full list of the Company’s significant accounting policies. The details in those notes have not changed, except as discussed in Note 2 to the Interim Financial Statements and as a result of normal adjustments in the interim periods. Capitalized terms used and not specifically defined herein have the same meanings given to those terms in our 2024 Annual Report. We also may use certain other terms that are defined within these Interim Financial Statements.
The Interim Financial Statements presented herein and discussed below include 100% of the assets, liabilities, revenues, expenses, and cash flows of Abacus Global Management, Inc., (the “Company”) all entities in which the Company has a controlling voting interest (“subsidiaries”), and variable interest entities (“VIEs”) for which the Company is the primary beneficiary, as determined in accordance with consolidation accounting guidance. References in these Interim Financial Statements to net income or loss attributable to common stockholders and stockholders’ equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entity and are reported separately. Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation.
The Interim Financial Statements have been prepared on a basis consistent with the audited annual financial statements as of and for the year ended December 31, 2024, and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, the results of our operations, and cash flows for the periods presented. The Interim Financial Statements are not necessarily indicative of the results to be expected for the full year, or any other period. All references to financial information in the Interim Financial Statements in the condensed notes to Interim Financial Statements are unaudited.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, cost of revenue, life settlement policy valuation, goodwill and intangibles valuation, and income taxes. The uncertainties in the broader macroeconomic environment have made it more challenging to make these estimates. Actual results could differ from our estimates, and such differences may be material.
2.SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS
New Accounting Standards—The Company’s management reviews recent accounting standards to determine the impact to the Company’s financial statements. Below we discuss the impact of new accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board’s (“FASB”) to the Interim Financial Statements.
ASU 2025-03—”Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity”. In May 2025, the FASB issued ASU
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2025-03 to revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (VIE) that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required in determining which entity is the accounting acquirer in other acquisition transactions. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this ASU require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
ASU 2025-04—”Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”. In May 2025, the FASB issued ASU 2025-04 to revise the definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time). The amendments in this ASU are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
ASU 2025-05—”Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. In July 2025, the FASB issued ASU 2025-05 to provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this ASU will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
Net Income (Loss) Per Share Attributable to Common Stockholders—The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.
The Company’s redeemable convertible preferred stock and common stock are participating securities. The Company considers convertible preferred stock, subject to redemption, to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a cash dividend is declared on common stock.
The holders of the redeemable convertible preferred stock would be entitled to dividends in preference to common shareholders, at specified rates, if declared. Then any remaining earnings would be distributed to the holders of common stock and the holders of the redeemable convertible preferred
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Concentrations—No customer accounted for 10% of more of total revenue for the three months ended September 30, 2025 and no customer accounted for 10% of more of total revenue for the nine months ended September 30, 2025, respectively. Three customers accounted for 32 %, 19 %, and 17 % of total revenue for the three months ended September 30, 2024 and three customers accounted for 28 %, 20 % and 15 % of total revenue for the nine months ended September 30, 2024, respectively.
The Company purchases life insurance policies from various funds, directly from policy holders (“Client Direct”), or from Brokers or Agents representing policy holders (collectively “Seller” or “Sellers”). The Company did not purchase life insurance policies from any Seller that accounted for 10% or more of total policies purchased for the three months ended September 30, 2025 and for the nine months ended September 30, 2025. The Company purchased life insurance policies from three Sellers that accounted for 17 %, 15 % (related party), and 11 % of the total policies purchased for the three months ended September 30, 2024 and two Sellers that accounted for 14 %, and 11 % of the total policies purchased for the nine months ended September 30, 2024, respectively.
Revenue Recognition, Asset Management Revenue—The Company through its Carlisle subsidiary, recognizes management fee and performance fees. The Company through its ABL Wealth and FCF Advisors subsidiaries, recognizes management fees.
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Management fees are recognized over time during the periods in which services are performed in accordance with relevant contractual terms. Management fees are generally based on net asset value (“NAV”), also referred to as assets under management (“AUM”), of the funds provided in the respective agreements.
Performance fees are earned when the performance of the individual shares classes of the managed funds exceeds contractual thresholds. Performance fees are deemed variable consideration and are only recognized to the extent that there are no significant probable future revenue reversals. Performance fees are recorded in asset management revenue or asset management revenue, related party, in the consolidated statements of operations and comprehensive income (loss).
Asset management and performance fees receivable are accrued on a monthly and quarterly basis. The Company receives performance fees from the closed-end funds when they are actually paid. Those that are not expected to be received over the next year are recorded as noncurrent receivables. Receivables due over the next 12 months and after a year are recorded in accounts receivable, related party, and management and performance fee receivable, related party, in the consolidated balances sheets, respectively, except for FCF Advisors. FCF Advisors related management fee receivable are recorded in accounts receivable in the consolidated balances sheets. The Company did not record an allowance for credit losses as of September 30, 2025 on asset management and performance fees receivable.
The Company has entered into agreements with various parties to introduce new investors into the funds. The Company has contractually agreed to share a portion of its asset management and performance fees with these introducers for investments placed with the funds as retrocession fees and are paid out when corresponding management and performance fees are received throughout the life of the funds. Retrocession fees payable over the next 12 months and after a year are recorded in other current liabilities and retrocession fees payable in the consolidated balances sheets, respectively, except for FCF Advisors. FCF Advisors related retrocession fees are recorded in other current liabilities in the consolidated balances sheets. Retrocession fees are recorded in cost of revenue in the consolidated statements of operations and comprehensive income (loss).
Where the Company’s management has significant influence or control over the significant activities of the unconsolidated managed investment funds through contract but does not have significant economic interest through equity or otherwise, fees charged to unconsolidated managed investment funds are considered related party activities.
Cost of Revenues (excluding Depreciation and Amortization)—Cost of revenue represents the direct costs associated with fulfilling the Company’s obligations to its customers, origination and insurance commissions expense (refer to cost to obtain and fulfill contracts above), escrow fees, servicing and active management payroll costs, stock-based compensation for active management and servicing employees, life expectancy fees, insurance lead generation expenses, and retrocession fees.
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3.BUSINESS COMBINATIONS
Carlisle Acquisition
On July 18, 2024, the Company entered into a share purchase agreement to acquire 100 % of Carlisle Management Company S.C.A., a corporate partnership limited by shares established under the laws of Luxembourg (“CMC”), Carlisle Investment Group S.A.R.L., a private limited liability company incorporated under the laws of Luxembourg (“CIG,” and together with CMC, “Carlisle”), a leading Luxembourg-based investment manager in the life settlement space to further the Company’s asset management strategy (“Carlisle Acquisition”). The transaction closed on December 2, 2024 (“Carlisle Acquisition Date”). The aggregate Company Fixed Rate Senior Unsecured Notes and Company common stock issued as consideration by the Company at close was approximately $72.7 million and $73.0 million (equivalent to approximately 9.2 million of Company shares issued), respectively. Cash acquired amounted to $3.3 million. No cash consideration was paid as part of the Carlisle Acquisition.
The Carlisle Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”).
Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Asset Management reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for U.S. tax purposes when electing Section 338(g) of the U.S. Internal Revenue Code (“IRC”).
The Company finalized the valuations related to the acquired assets and liabilities of Carlisle, except for the valuation of certain intangible assets and related impact on deferred income taxes. Accordingly, these estimates are subject to change during the measurement period, which is up to one year from the Carlisle Acquisition Date, as permitted under GAAP. Any potential adjustments could be material in relation to the values presented in the table below.
The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
| Net Assets Identified | Fair Value (as previously reported) | Adjustments | Adjusted Fair Value | ||||||||
| Intangibles | $ | $ | — | $ | |||||||
| Current assets | — | ||||||||||
| Management and performance fee receivable, related party | — | ||||||||||
| Non-current assets | — | ||||||||||
| Deferred tax liabilities | ( | — | ( | ||||||||
| Accrued expenses | ( | — | ( | ||||||||
| Other liabilities | ( | — | ( | ||||||||
| Net assets acquired | $ | — | $ | ||||||||
| Goodwill | |||||||||||
| Total purchase price | $ | $ | $ | ||||||||
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In August 2025, the Company issued additional consideration of approximately $2.0 million of the Company’s Fixed Rate Senior Unsecured Notes and approximately $1.6 million of the Company’s common stock amounting to approximately 0.3 million shares in accordance with the terms of the Carlisle Acquisition in connection with a post-close review of the pre-close purchased working capital.
Intangible assets were comprised of the following:
| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||
| Management agreements | $ | Multi-period excess earnings method | |||||||||
| Trade name | Relief from royalty method | ||||||||||
| Non-compete agreements | With and without method | ||||||||||
| Total fair value | $ | ||||||||||
Pro Forma Results of Operations
The supplemental pro forma financial information in the table below summarizes the combined results of operations for the Carlisle Acquisition as if the Companies were combined for the presented reporting periods. The unaudited supplemental pro forma financial information as presented below is for illustrative purposes only and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods. There were no acquisition-related costs or related intangible amortization included in the unaudited pro forma results below.
| (Unaudited) Three Months Ended September 30, | (Unaudited) Nine Months Ended September 30, | ||||||||||
| 2024 | 2024 | ||||||||||
| Pro forma revenue | $ | $ | |||||||||
| Pro forma net loss | ( | ( | |||||||||
FCF Acquisition
On August 7, 2024, the Company entered into a definitive agreement to acquire 100 % of FCF Advisors, LLC (“FCF”), a New York based asset manager and index provider specializing in free cash flow-focused investment strategies to incorporate into the Company’s asset management strategy (“FCF Acquisition”). The transaction closed on December 2, 2024 (“FCF Acquisition Date”). The combined cash paid and value of common stock issued by the Company at close was approximately $10.2 million, net of cash acquired. The fair value of the shares issued as part of the business combination was $4.6 million (equivalent to approximately 0.6 million of Company shares issued).
The FCF Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”).
Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Asset Management reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes.
The Company finalized the valuations related to the acquired assets and liabilities of FCF on June 30, 2025.
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The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
| Net Assets Identified | Fair Value (as previously reported) | Adjustments | Adjusted Fair Value (as finalized on June 30, 2025) | ||||||||
| Intangibles | $ | $ | — | $ | |||||||
| Current assets | — | ||||||||||
| Deferred tax assets | — | ||||||||||
| Accrued expenses | ( | ( | ( | ||||||||
| Net assets acquired | ( | ||||||||||
| Goodwill | ( | ||||||||||
| Total purchase price | $ | $ | ( | $ | |||||||
During 2025, the FCF sellers reimbursed the Company an insignificant portion of the consideration paid in connection with a post-close review of the pre-close purchased working capital.
Intangible assets were comprised of the following:
| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||
| Customer relationships - investment advisory agreements | $ | Multi-period excess earnings method | |||||||||
| Non-compete agreements | With and without method | ||||||||||
| Internally developed and used technology | Relief from royalty method | ||||||||||
| Total fair value | $ | ||||||||||
NIB Acquisition
On April 24, 2025, the Company completed the acquisition of National Insurance Brokerage, LLC ("NIB"), a Delaware limited liability company (the “NIB Acquisition”). NIB was owned by Jay Jackson, Chief Executive Officer of the Company, who held a 25 % beneficial interest in NIB, and KMG Group Holdings, LLC ("KMG"), who held a 75 % beneficial interest in NIB (the "Sellers"). KMG is equally owned by Matthew Ganovsky, K. Scott Kirby, and Sean McNealy, Co-Founders and Presidents of the Company. The Company paid approximately $2.1 million in cash, net of cash acquired, to acquire 100 % of the interest in NIB.
The NIB Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”).
Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Life Solutions reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes.
The Company finalized the valuations related to the acquired assets and liabilities of NIB on June 30, 2025. The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
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| Net Assets Identified | Fair Value (as finalized on June 30, 2025) | ||||
| Intangibles | $ | ||||
| Current assets | |||||
| Deferred tax assets | |||||
| Accrued expenses | ( | ||||
| Net assets acquired | |||||
| Goodwill | |||||
| Total purchase price | $ | ||||
Intangible assets were comprised of the following:
| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||
| Customer relationships | $ | Multi-period excess earnings method | |||||||||
| Total fair value | $ | ||||||||||
AccuQuote Acquisition
On August 14, 2025 (“AccuQuote Acquisition Date”), the Company acquired 100 % of Life Distributors, LLC (“AccuQuote”), a Delaware limited liability company (“AccuQuote Acquisition”). AccuQuote is an insurance brokerage firm. The Company used its note receivable balance of approximately $9.3 million due from AccuQuote as consideration as result of the AccuQuote’s default on the note (non-cash consideration). The value of the note receivable balance on the AccuQuote Acquisition Date approximated fair value. Refer to Note 9 Other Investment and Other Assets for additional information. The Company acquired approximately $0.3 million of cash and paid approximately $0.7 million in acquisition costs.
The AccuQuote Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”).
Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Life Solutions reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes.
The Company finalized the valuations related to the acquired assets and liabilities of AccuQuote, except for acquired receivables and accrued expenses. Accordingly, these estimates are subject to change during the measurement period, which is up to one year from the AccuQuote Acquisition Date, as permitted under GAAP. Any potential adjustments could be material in relation to the values presented in the table below.
The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
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| Net Assets Identified | Fair Value | ||||
| Intangibles | $ | ||||
| Current assets | |||||
| Deferred tax assets | |||||
| Accrued expenses | ( | ||||
| Other liabilities | ( | ||||
| Net assets acquired | |||||
| Goodwill | |||||
| Total purchase price | $ | ||||
Intangible assets were comprised of the following:
| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||
| Customer relationships | $ | Multi-period excess earnings method | |||||||||
| Trade Name | Relief from royalty method | ||||||||||
| Total fair value | $ | ||||||||||
4.REVENUES
Disaggregated Revenue—The disaggregation of the Company’s revenue by major sources is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Asset management: | |||||||||||||||||||||||
| Asset management fees, related party | $ | $ | $ | $ | |||||||||||||||||||
| Asset management fees | |||||||||||||||||||||||
| Servicing revenue, related party | |||||||||||||||||||||||
| Servicing revenue | |||||||||||||||||||||||
| Total asset management revenue | |||||||||||||||||||||||
| Life solutions: | |||||||||||||||||||||||
| Revenue from life insurance policies held using the fair value method, net | |||||||||||||||||||||||
| Revenue from life insurance policies held using the fair value method, related party, net | |||||||||||||||||||||||
| Insurance commissions | |||||||||||||||||||||||
| Fee-based services | |||||||||||||||||||||||
| Revenue from life insurance policies held using the investment method | |||||||||||||||||||||||
| Revenue from life insurance policies held using the investment method, related party | |||||||||||||||||||||||
| Originations | |||||||||||||||||||||||
| Total life solutions revenue | |||||||||||||||||||||||
| Technology services: | |||||||||||||||||||||||
| Technology services | |||||||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total technology services revenue | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Refer to Note 19 Related-Party Transactions for additional information related to revenue from related parties.
Asset Management Balances—The Company has the following asset management related balances recorded within the following accounts in the consolidated balance sheets:
| Balance Sheet Account | September 30, 2025 | December 31, 2024 | |||||||||
| Management and Performance Fee Receivables: | |||||||||||
| Accounts receivable, related party | $ | $ | |||||||||
| Management and performance fee receivable, related party | |||||||||||
| Total management and performance fee receivables | $ | $ | |||||||||
| Retrocession Fee Payable: | |||||||||||
| Other current liabilities | $ | $ | |||||||||
| Retrocession fees payable | |||||||||||
| Total retrocession fees payable | $ | $ | |||||||||
Contract Balances—We had no contract assets at September 30, 2025 and December 31, 2024. The balances of contract liabilities arising from originated contracts with customers were as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Contract liabilities, deposits on pending settlements | $ | $ | |||||||||
| Total contract liabilities | $ | $ | |||||||||
Revenue recognized during the first quarter of 2025 that was included in our contract liabilities balance at December 31, 2024 was $2,473,543 .
5.LIFE SETTLEMENT POLICIES
As of September 30, 2025, the Company held 522 life settlement policies, of which 519 were accounted for using the fair value method and 3 were accounted for using the investment method (cost, plus premiums paid). Aggregate face value of policies held at fair value was $1,088,699,219 as of September 30, 2025, with a corresponding fair value of $423,782,347 . The aggregate face value of policies accounted for using the investment method was $1,625,000 as of September 30, 2025, with a corresponding carrying value of $905,349 . Differences between the face value and the net death benefit of certain policies is due to return of premium policies offset by loans on policies.
As of December 31, 2024, the Company held 719 life settlement policies, of which 714 were accounted for under the fair value method and 5 were accounted for using the investment method (cost, plus premiums paid). The aggregate face value of policies held at fair value was $1,295,788,355 as of December 31, 2024, with a corresponding fair value of $370,398,447 . The aggregate face value of policies accounted for using the investment method was $2,225,000 as of December 31, 2024, with a corresponding carrying value of $1,083,977 .
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At September 30, 2025, the Company did not have any contractual restrictions on its ability to sell policies, including those held as collateral for the issuance of long-term debt. Refer to Note 14 Long-Term Debt for further details.
Life expectancy reflects the probable number of years remaining in the life of a class of persons determined statistically, affected by such factors as heredity, physical condition, nutrition, and occupation. It is not an estimate or an indication of the actual expected maturity date or indication of the timing of expected cash flows from death benefits.
There were no significant changes in the Company’s expectation of the timing of the realization of revenues related to life settlement policies. Refer to Note 13 Fair Value Measurements for significant changes to the amounts disclosed related to life settlement policies.
Policies Carried at Fair Value:
The following tables summarize the Company’s life insurance policies grouped by remaining life expectancy as of September 30, 2025:
| Remaining Life Expectancy (Years) | Policies | Face Value | Net Death Benefit | Fair Value | ||||||||||||||||||||||
| 0-1 | $ | $ | $ | |||||||||||||||||||||||
| 1-2 | ||||||||||||||||||||||||||
| 2-3 | ||||||||||||||||||||||||||
| 3-4 | ||||||||||||||||||||||||||
| 4-5 | ||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
The following tables summarize the Company’s life insurance policies grouped by remaining life expectancy as of December 31, 2024:
| Remaining Life Expectancy (Years) | Policies | Face Value | Net Death Benefit | Fair Value | ||||||||||||||||||||||
| 0-1 | $ | $ | $ | |||||||||||||||||||||||
| 1-2 | ||||||||||||||||||||||||||
| 2-3 | ||||||||||||||||||||||||||
| 3-4 | ||||||||||||||||||||||||||
| 4-5 | ||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
Policies Accounted for Using the Investment Method:
The following tables summarize the Company’s life insurance policies grouped by remaining life expectancy as of September 30, 2025:
| Remaining Life Expectancy (Years) | Policies | Face Value | Net Death Benefit | Carrying Value | ||||||||||||||||||||||
| 4-5 | $ | $ | $ | |||||||||||||||||||||||
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| Remaining Life Expectancy (Years) | Policies | Face Value | Net Death Benefit | Carrying Value | ||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
The following tables summarize the Company’s life insurance policies grouped by remaining life expectancy as of December 31, 2024:
| Remaining Life Expectancy (Years) | Policies | Face Value | Net Death Benefit | Carrying Value | ||||||||||||||||||||||
| 4-5 | $ | $ | $ | |||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
Estimated premiums to be paid by the Company for its portfolio accounted for using the investment method during each of the five succeeding calendar years and thereafter as of September 30, 2025, are as follows:
| 2025 remaining | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Total | $ | ||||
Estimated premiums to be paid by the Company for its portfolio accounted for using the investment method during each of the five succeeding calendar years and thereafter as of December 31, 2024, are as follows:
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
The Company is required to pay premiums to keep its portion of life insurance policies in force. The estimated total future premium payments could increase or decrease significantly to the extent that actual mortalities of insureds differ from the estimated life expectancies.
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6.PROPERTY AND EQUIPMENT—NET
Property and equipment balances are composed of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Computer equipment | $ | $ | |||||||||
| Furniture and fixtures | |||||||||||
| Leasehold improvements | |||||||||||
| Property and equipment—gross | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Property and equipment—net | $ | $ | |||||||||
Depreciation expense for the three months ended September 30, 2025 and 2024, was $99,084 and $46,297 , respectively. Depreciation expense for the nine months ended September 30, 2025 and 2024, was $253,626 and $105,660 , respectively.
7.GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill of $248,959,637 was recognized as a result of the business combinations, which represent the excess fair value of consideration over the fair value of the underlying net assets. Refer to Note 3, Business Combinations, for further discussion.
The changes in the carrying amount of goodwill by reportable segments were as follows:
| Reportable Segment | December 31, 2024 | Additions | Adjustments | September 30, 2025 | ||||||||||
| Life Solutions | $ | $ | $ | $ | ||||||||||
| Asset Management | ( | |||||||||||||
| Total | $ | $ | $ | ( | $ | |||||||||
Intangible assets acquired comprised of the following:
| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||||||||
| Management agreements | $ | Multi-period excess-earnings method | |||||||||||||||
| Customer relationships | Multi-period excess-earnings method | ||||||||||||||||
| Non-compete agreements | With or Without Method | ||||||||||||||||
| Internally developed and used technology | Replacement Cost Method | ||||||||||||||||
| Trade Name | Relief from Royalty Method | ||||||||||||||||
| State Insurance Licenses | Indefinite | Replacement Cost Method | |||||||||||||||
| Trade Name | Indefinite | Relief from Royalty Method | |||||||||||||||
| Total | $ | ||||||||||||||||
Intangible assets and related accumulated amortization are as follows:
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| September 30, 2025 | ||||||||||||||||||||
| Gross Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||
| Definite-Lived Intangible Assets: | ||||||||||||||||||||
| Management agreements | $ | $ | $ | |||||||||||||||||
| Customer relationships | ||||||||||||||||||||
| Non-compete agreements | ||||||||||||||||||||
| Internally developed and used technology | ||||||||||||||||||||
| Trade Name | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Indefinite-Lived Intangible Assets: | ||||||||||||||||||||
| State Insurance Licenses | $ | $ | — | $ | ||||||||||||||||
| Trade Name | — | |||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
All intangible assets with finite useful lives are subject to amortization when they are available for their intended use. Amortization expense for definite-lived intangible assets was $4,044,099 and $1,682,083 for the three months ended September 30, 2025 and 2024, respectively. Amortization expense for definite-lived intangible assets was $13,345,240 and $5,046,250 for the nine months ended September 30, 2025 and 2024, respectively.
Estimated annual amortization of intangible assets for the next five years ending December 31 and thereafter is as follows:
| 2025 remaining | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
The Company also had other intangible assets of $219,139 and $962,983 , net of related amortization, as of September 30, 2025 and December 31, 2024, respectively.
8.AVAILABLE-FOR-SALE SECURITIES, AT FAIR VALUE
Convertible Promissory Note—The Company holds investments in convertible promissory notes in two 1,000,000 each. The first note bore an annual interest rate of 8 % and matured on September 30, 2025. The unrelated entity that was due to repay the first convertible promissory note on September 30, 2025, stopped operations in August 2025. The Company believes that it will be able to recover a portion of the convertible note premium and accrued interest, and has recorded an estimated 50 % credit loss. The company not intend to sell either of of the notes and it is not more likely than not that the Company will be required to sell these notes before recovery of its amortized cost basis. The second note bears an annual interest rate of 5 % and matures on October 15, 2028. As part of the agreement for the investment in the second note, the Company has a commitment to invest an additional $500,000 during 2025 and has funded a total of $2,500,000 of the total commitment, which includes the additional commitment
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and the initial investment, as of September 30, 2025. The total value of the combined investment in these two 3,194,593 and $2,205,904 as of September 30, 2025 and December 31, 2024, respectively. The company does not intend to sell either of the notes and it is not more likely than not that the Company will be required to sell these notes before recovery of its amortized cost basis.
The Company applies the available-for-sale method of accounting for its investments in the Convertible Promissory Notes, which are debt investments. The Convertible Promissory Notes do not qualify for either the held-to-maturity method due to the Convertible Promissory Notes’ conversion rights or the trading securities method because the Company holds the Convertible Promissory Notes as long-term investments. The Convertible Promissory Notes are measured at fair value at each reporting period-end. As of September 30, 2025 and December 31, 2024, the Company evaluated the fair value of its investments and determined that the fair value approximates the carrying value of $3,194,593 , including the recorded credit loss of $622,788 , and $2,205,904 , which includes accrued accumulated non-cash interest income of $317,381 and $205,904 , respectively.
Credit losses recognized for the three months ended September 30, 2025 and 2024 were $622,788 and $— , respectively. Credit losses recognized for the nine months ended September 30, 2025 and 2024 were $622,788 and $— , respectively.
The following table provides a rollforward of the allowance for credit losses on available-for-sale securities for the nine months ended September 30, 2025:
Convertible Promissory Notes | |||||
| Balance at December 31, 2024 | $ | ||||
| Current period provision for expected credit losses | |||||
| Write-offs charged against the allowance | |||||
| Recoveries of amounts previously written off | |||||
| Balance at September 30, 2025 | $ | ||||
Interest income recognized for the three months ended September 30, 2025 and 2024 was $29,918 and $20,165 , respectively. Interest income recognized for the nine months ended September 30, 2025 and 2024 was $111,477 and $79,805 , respectively.
9.OTHER INVESTMENTS AND OTHER ASSETS
Other Investments—The Company owns convertible preferred and common stock in four and two unrelated entities as of September 30, 2025 and December 31, 2024, respectively. The value of the combined investment in these four and two entities was $9,850,000 and $1,850,000 as of September 30, 2025 and December 31, 2024, respectively.
During the first quarter of 2025, the Company acquired $3,000,000 convertible preferred stock and $5,000,000 common stock in two separate unrelated entities, respectively. The investment of $5,000,000 in common stock was purchased by issuing series A convertible preferred stock. Refer to Note 15 Convertible Preferred Stock and Stockholders’ Equity for further information.
The Company applies the measurement alternative for its investments in the common stock and preferred stock because these investments are of an equity nature, and the Company does not have the ability to exercise significant influence over operating and financial policies of entities even in the event of conversion of preferred stock. Under the measurement alternative, the Company records the investment based on original cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the investee. The Company’s share of income or loss of such companies is not included in the Company’s consolidated
23
statements of operations and comprehensive income (loss). The Company tests its investments for impairment whenever circumstances indicate that the carrying value of the investment may not be recoverable. No
Other Assets—The Company’s other assets are composed of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Restricted cash deposits in compliance with various regulations | |||||||||||
| Other | |||||||||||
| Total other assets | $ | $ | |||||||||
On April 4, 2025, the Company loaned $7,000,000 to an unrelated party and recorded a note receivable. The note receivable matures on April 4, 2028. In addition, the Company charged 25 % paid-in-kind lender fees of $1,750,000 and added the fees to the principal and recorded them in other income in the Company’s consolidated statements of operations and comprehensive income (loss). The note receivable carried a fixed interest of 7 % plus the monthly Secured Overnight Financing Rate (“SOFR”) rate that was due monthly. The note receivable was guaranteed by 100% of the borrower’s assets. There was no paid-in-kind interest income recognized for the three months ended September 30, 2025. Paid-in-kind interest income recognized for the nine months ended September 30, 2025 was $236,197 . In August 2025, the Company used the note receivable of $9,265,197 to acquire AccuQuote when it exercised its right to call in the outstanding note receivable due to a default. Refer to Note 3 Business Combinations for additional information.
10.CONSOLIDATION OF VARIABLE INTEREST ENTITIES
The Company consolidates VIEs for which it is the primary beneficiary or VIEs for which it controls through a majority voting interest or other arrangement. See Note 2, Summary of Significant Accounting Policies of our 2024 Annual Report, for more information on how the Company evaluates an entity for consolidation.
The Company evaluated any entity in which it had a variable interest upon formation to determine whether the entity should be consolidated. The Company also evaluated the consolidation conclusion during each reconsideration event, such as changes in the governing documents or additional equity contributions to the entity. During September 2025, LMX Series LLC and LMA Income Series LP were dissolved after the related debt was paid off. During the nine months ended September 30, 2025, the Company’s consolidated VIE, LMA Income Series II LP, had total assets of $188,107,001 and liabilities of $119,312,378 . For the year ended December 31, 2024, the Company’s consolidated VIEs, LMA Income Series II LP, LMX Series LLC (LMATT Series 2024, Inc.), and LMA Income Series, LP, had total assets and liabilities of $169,322,167 and $143,200,287 . The Company did not deconsolidate any entities during the nine months ended September 30, 2025, or during the year ended December 31, 2024.
Carlisle manages collective portfolios of several Luxembourg alternative investment funds investing in life insurance policies. Carlisle is registered as an authorized alternative investment fund manager (“AIFM”) by Luxembourg’s Commission de Surveillance du Secteur Financier (“CSSF”). Carlisle manages three funds and eight sub-funds. The funds and sub-funds managed by Carlisle are collectively referred to as the “Carlisle Funds”. The Company, through LMA, services the life insurance policies held by the Carlisle Funds. The Company concluded that it does not have a controlling financial interest in the Carlisle Funds pursuant to ASC 810. It was determined that the Company’s management has significant influence over the significant activities of the unconsolidated Carlisle Funds through contract but does not have significant economic interest through equity or otherwise. As a result, life policy sales or fees charged to
24
the Carlisle Funds are considered related party activities. Refer to Note 4 Revenues and Note 19 Related Parties for additional information.
During 2025, the Company established Abacus Enhanced Income Fixed LP, Abacus Enhanced Income Plus LP, Abacus Premiere Income Fixed LP, and Abacus Premiere Income Plus LP (collectively the “LP Funds”) and respective wholly owned general partner entities for the purpose of managing the LP Funds and servicing the policies invested by the LP Funds. The Company concluded that it does not have a controlling financial interest in the LP Funds pursuant to ASC 810. It was determined that the Company’s management has significant influence over the significant activities of the unconsolidated LP Funds through contract but does not have significant economic interest through equity or otherwise. As a result, life policy sales or fees charged to the LP Funds are considered related party activities. Refer to Note 4 Revenues and Note 19 Related Parties for additional information.
11.SEGMENT REPORTING
Segment Information—During the first quarter of 2025, the Company updated how it organizes its business. The Company organizes its business into three reportable segments (1) Asset Management, (2) Life Solutions, and (3) Technology Services, which all generate revenue and incur expenses in different manners.
This segment structure reflects the financial information and reports used by the Company’s management, specifically its chief operating decision maker (CODM), to make decisions regarding the Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. The Company’s CODM is the President and Chief Executive Officer. The Company’s reportable segments are not aggregated.
The Asset Management segment generates revenues by providing asset management services primarily to institutional investors alongside private clients investing in uncorrelated, and longevity-based assets, fixed-income replacement strategies and free cash flow based investment solutions. The revenue is determined by the asset management agreements with the individual investment vehicles. It also generates revenues by providing policy servicing activities to customers on a contract basis (legacy Portfolio Servicing segment).
The Life Solutions segment generates revenues by buying, selling, and trading policies, and maintaining policies until receipt of death benefits (legacy Active Management segment). It also generates revenue by originating life insurance policy settlements between investors or buyers, and the sellers, who is often the original policy owner (legacy Originations segment). The policies are purchased from owners or other providers through advisors, brokers, or directly through the owner.
The Technology Services segment generates revenues by providing real-time mortality verification, missing participant verification, and other services specific to the life insurance market services to customers on a contract basis.
The Company’s method for measuring profitability on a reportable segment basis is gross profit. The CODM does not review disaggregated assets by segment. The Company’s CODM periodically reviews cost of revenues by segment and treats it as a significant segment expense.
Revenue related to the Company’s reportable segments is as follows:
25
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Asset management | $ | $ | $ | $ | |||||||||||||||||||
| Life solutions | |||||||||||||||||||||||
| Technology services | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of revenue (including stock-based compensation) related to the Company’s reportable segments is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Asset management | $ | $ | $ | $ | |||||||||||||||||||
| Life solutions | |||||||||||||||||||||||
| Technology services | |||||||||||||||||||||||
| Total cost of revenue (including stock-based compensation) | $ | $ | $ | $ | |||||||||||||||||||
Gross profit related to the Company’s reportable segments and the reconciliation of the total gross profit to net income (loss) is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Asset management | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Life solutions | |||||||||||||||||||||||
| Technology services | ( | ( | |||||||||||||||||||||
| Total gross profit | |||||||||||||||||||||||
| Sales and marketing | ( | ( | ( | ( | |||||||||||||||||||
| General and administrative (including stock-based compensation) | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization expense | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income | ( | ( | |||||||||||||||||||||
| Loss on change in fair value of warrant liability | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| (Loss) gain on change of fair value of debt | ( | ( | |||||||||||||||||||||
| Unrealized gain on investments | |||||||||||||||||||||||
| Realized gain on equity securities, at fair value | |||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | ( | ||||||||||||||||||||
26
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Less: Net loss (income) attributable to non-controlling interest | ( | ||||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Segment gross profit is defined as revenues less cost of sales, excluding depreciation and amortization. Expenses below the gross profit line are not allocated across operating segments, as they relate primarily to the overall management of the consolidated entity.
Revenue by geographic location:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Luxembourg | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
12.COMMITMENTS AND CONTINGENCIES
Legal Proceedings—Occasionally, the Company may be subject to various proceedings such as lawsuits, disputes, claims, or challenges to life insurance policy acquisitions. The Company assesses these proceedings as they arise and accrues a liability when losses are probable and reasonably estimable. Although legal proceedings are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to the Company, would individually, or taken together, have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows.
Available-For-Sale Securities, at Fair Value—Refer to Note 8 Available-For-Sale Securities, at Fair Value for an additional commitment as of September 30, 2025 to purchase $500,000 in convertible promissory notes from one investee.
Commitment—The Company has entered into a Strategic Services and Expenses Support Agreement (“SSES” or “Expense Support Agreement”) with the Providers in exchange for an option to purchase the outstanding equity ownership of the Providers. Pursuant to the Expense Support Agreement, the Company provides financial support and advice for the expenses of the Providers incurred in connection with their life settlement transactions businesses and the Providers are required to hire a life settlement transactions operations employee of an affiliate of the Company. No later than December 1 of each calendar year, the Company provides a budget for the Providers, in which the Company commits to extend financial support for all operating expenses up to the budgeted amount. “Operating Expenses” for purposes of the Expense Support Agreement means all annual operating expenses of the Providers incurred in the ordinary course of business, excluding the premiums paid for the Providers insurance coverages that are allocable to the insurance coverage provided to the Providers, which owns all the outstanding membership interests of the Providers if unrelated to the Providers settlement business. This agreement will expire at the end of 2025 and will not be renewed.
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13.FAIR VALUE MEASUREMENTS
The Company determines fair value based on assumptions that market participants would use in pricing an asset or a liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
•Level 2 inputs: Other than quoted prices in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
Recurring Fair Value Measurements—The assets and liabilities measured at estimated fair value on a recurring basis and their corresponding placement in the fair value hierarchy are presented in the tables below. The Company evaluates its estimates and judgments on an ongoing basis. The Company bases its estimates on historical experience and or other relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ materially from management’s estimates.
| Fair Value Hierarchy | |||||||||||||||||||||||
| As of September 30, 2025 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Life settlement policies, at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Available-for-sale securities, at fair value | |||||||||||||||||||||||
| Total assets held at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Current portion of long-term debt, at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities held at fair value: | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Hierarchy | |||||||||||||||||||||||
| As of December 31, 2024 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Life settlement policies, at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Available-for-sale securities, at fair value | |||||||||||||||||||||||
| Total assets held at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Current portion of long-term debt, at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Long-term debt, at fair value | |||||||||||||||||||||||
| Private Placement Warrants | |||||||||||||||||||||||
| Total liabilities held at fair value: | $ | $ | $ | $ | |||||||||||||||||||
28
Life Settlement Policies—For all policies purchased after June 30, 2023, the Company accounts for owned life settlement policies using the fair value method. There have been no changes to the fair value methodology since June 30, 2023, but we have expanded our disclosures. Prior to June 30, 2023, the Company elected to use either the fair value method or the investment method (cost, plus premiums paid). The valuation method is chosen upon contract acquisition and is irrevocable.
The Company purchases policies from individuals or institutions, bundles those policies into tranches and sells to institutions, insurance carriers or funds that are attracting new investors. These initial purchases happen in the secondary market and the tertiary market. The secondary market is different from the principal or most advantageous market for purchasing policies and has less competition due to state-by-state licensing requirements. The Company leverages its broad policy base and extensive network, to offer individual policies that provide enhanced standalone value. This is achieved by precisely matching each policy’s risk profile to the specific needs of fund managers, institutions, insurance carriers, or funds as well as bundling secondary market originated policies with those originated in the tertiary market. This tailored approach attracts new investors by making it easier to identify and acquire policies that align with their investment objectives. This approach enhances realized gains because it increases market liquidity, broadens the investor base, and enables more efficient price discovery, which in turn supports higher policy values. Our historical realized gains on policies sold, are materially consistent regardless of where policies are originated
For policies carried at fair value, the valuation is based on Level 3 inputs that reflect our assumptions about what factors market participants would use in pricing the asset. Fair value is determined using a discounted cash flow (“DCF”) with Monte Carlo simulation to determine the fair value of each policy. This model uses a discount rate based on historical realized gains applied to the policies in inventory analyzed by risk category.
The Monte Carlo simulation is applied to each policy to generate one million mortality scenario simulations which provides a comprehensive distribution of potential outcomes and calculates expected cash flows. In certain circumstances, if there is a verbal commitment to purchase a specific policy as of the balance sheet date, we use that transaction price as the fair value as we believe it is a more precise estimate of exit price than that determined using historical data. Further information about the inputs to the valuation are listed below:
•Risk-Based Discount Rate: Each policy's discount rate is determined based on its proprietary risk score (1-5 scale), with discount rates directly calibrated to historical realized gains data for policies within the same risk category. This transaction-based approach ensures that discount rates reflect actual transaction pricing rather than theoretical market rates.
•Historical realized gains, which represents the historical realized gains on life insurance policies sold: Each policy is fundamentally anchored by historical realized gains for policies that the Company has transacted over recent years. These historical realized gains represent the internal rates of return (“IRR") that equate the discounted cash flows of sold policies to their actual sale prices, providing direct market-based discount rates for the valuation model. Historical realized gains represent the average realized gain on policies sold as a percentage of the sum of the original cost of the corresponding life settlement policy and the related lifetime continuing costs (e.g., premium costs). The average realized gain on policies sold represents realized gains as a percentage of related Lifetime Carrying Costs. These realized gains include policies sold to third parties and to funds that are managed by us as the general partner, which we consider to be related parties. We believe these trades are representative of the market price at the time of the transaction. The discount rates used in the discounted cash flow calculations are derived from these historical realized gains, categorized by risk score.
•Risk Score: Each policy is assigned a proprietary risk score from 1 to 5, with 5 being higher risk, based on multiple factors including insured age, life expectancy, life expectancy extension ratio, survival probability at breakeven, maturity probability, and risk-adjusted return on capital metrics.
29
•Life expectancy: Survival curves are generated using the Society of Actuaries 2015 VBT mortality tables adjusted by mortality ratings to achieve risk-adjusted life expectancies. For policies with multiple insureds, joint survival probabilities are calculated using statistical modeling techniques.
The Company performs quarterly lookback analysis to validate current valuations against actual market transactions. The quarterly lookback reviews policies sold during the current quarter and compares sale prices to fair value measures as of the prior quarter.
Risk Metrics and Portfolio Analysis
Expected Tail Loss (“ETL99”): The Company calculates Expected Tail Loss at the 99th percentile, representing the weighted average of net present values in the worst 1% of simulated scenarios. This metric is used in conjunction with average net present value (“NPV”) to derive Risk-Adjusted Return on Capital (“RAROC”) ratios for individual policies and portfolio-level risk assessment.
Portfolio Diversification: When evaluating policies as part of a portfolio, the Company performs correlated analysis across all holdings, recognizing that combining policies with varying risk profiles can mitigate tail risk exposure while maintaining expected returns.
Data Sources: Valuations are fundamentally based on historical realized gains analysis from over 1 thousand policy transactions, representing actual transaction-based IRRs by risk category. Current market conditions are incorporated through ongoing discussions with investors such as institutional asset managers, credit unions, regional banks, and reinsurers, and proprietary risk modeling developed from the Company's transaction history.
The following table provides quantitative information about significant unobservable inputs for Level 3 fair value measurements as of September 30, 2025:
| Fair Value | Valuation Technique | Significant Unobservable Inputs | Weighted Average | Range | ||||||||||||||||||||||
| $ | Discounted cash flow with Monte Carlo simulation | Discount rate supported by historical realized gains by risk category | ||||||||||||||||||||||||
| Historical realized gains by risk category | ||||||||||||||||||||||||||
| Life expectancy (months) | ||||||||||||||||||||||||||
| Risk score | ||||||||||||||||||||||||||
1 Historical realized gains represents the evenly spread weighted average realized gains on a quarterly basis over the last 8 quarters of issued financial statements.
The following table provides quantitative information about significant unobservable inputs for Level 3 fair value measurements as of December 31, 2024:
| Fair Value | Valuation Technique | Significant Unobservable Inputs | Weighted Average | Range | ||||||||||||||||||||||
| $ | Discounted cash flow with Monte Carlo simulation | Discount rate supported by historical realized gains by risk category | ||||||||||||||||||||||||
| Historical realized gains by risk category | ||||||||||||||||||||||||||
| Life expectancy (months) | ||||||||||||||||||||||||||
| Risk score | ||||||||||||||||||||||||||
30
1 Historical realized gains represents the evenly spread weighted average realized gains on a quarterly basis over the last 6 quarters of issued financial statements.
For life settlement policies carried using the investment method, the Company measures these at the cost of the policy plus premiums paid. The policies accounted for using the investment method totaled $905,349 and $1,083,977 at September 30, 2025 and at December 31, 2024, respectively.
Discount Rate Sensitivity—15 % was determined to be the weighted average discount rate used to estimate the fair value of policies held by the Company and its investment funds. If the discount rate increased or decreased by one percentage point and the other assumptions used to estimate fair value remained the same, the change in estimated fair value as of September 30, 2025, would be as follows:
| Fair Value | Change in Fair Value | Implied Realized Gain | |||||||||||||||
| +1% | $ | $ | ( | % | |||||||||||||
| No change | % | ||||||||||||||||
| -1% | % | ||||||||||||||||
Historical Realized Gains Sensitivity—While the weighted average discount rate can fluctuate based on the overall mix of policies included in the company's portfolio at any given time, the discount rates are determined using historical realized gains by risk category, which have a more consistent weighted average. As a result, we have supplementally added an additional sensitivity analysis for realized gains. The fair value of life settlement policies is sensitive to changes in key unobservable inputs used to estimate the fair value of policies held by the Company and its investment funds. The historical realized gains represents the total actual sales price of policies less their total cost basis divided by their total cost basis. The sensitivity analysis is intended to illustrate the potential increase or decrease if policies sold for an average of 1% above or below their determined sale price. The fair market value of the Company’s policies would increase when historical realized gains on life insurance policies sold increases. If the historical realized gains increased or decreased by one percentage point and the other assumptions used to estimate fair value remained the same, the change in estimated fair value as of September 30, 2025, would be as follows:
| Fair Value | Change in Fair Value | ||||||||||
| +1% | $ | $ | |||||||||
| No change | |||||||||||
| -1% | ( | ||||||||||
Credit Exposure to Insurance Companies—The following table provides information about the life insurance issuer concentrations that exceed 10% of total face value or 10% of total fair value of the Company’s life insurance policies as of September 30, 2025:
| Carrier | Percentage of Face Value | Percentage of Fair Value | Carrier Rating1 | ||||||||||||||
| Lincoln National Life Insurance Company | % | % | A | ||||||||||||||
| Transamerica | % | % | A | ||||||||||||||
| John Hancock Life Insurance Company (U.S.A.) | % | % | A+ | ||||||||||||||
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1 Carrier ratings are based on AB Best ratings.
The following table provides a rollforward of the fair value of life insurance policies for the nine months ended September 30, 2025:
| Fair value at December 31, 2024 | $ | ||||
| Policies purchased | |||||
| Matured/sold policies | ( | ||||
| Unrealized gain on held policies | |||||
| Fair value at September 30, 2025 | $ | ||||
Long-Term Debt—See Note 14, Long-Term Debt, for background information on the market-indexed debt. The Company elected the fair value option in accounting for certain debt instruments. Fair value is determined using Level 3 inputs. The valuation methodology for the LMATT notes was based on the Black-Scholes-Merton option-pricing formula and a discounted cash flow analysis. Inputs to the Black-Scholes-Merton model included (i) the S&P 500 Index price, (ii) S&P 500 Index volatility, (iii) a risk-free rate based on data published by the US Treasury, and (iv) a term assumption based on the contractual term of the LMATT Notes. The discounted cash flow analysis included a discount rate that was based on the implied discount rate developed by calibrating a valuation model to the purchase price on the initial investment date. The implied discount rate was evaluated for reasonableness by benchmarking it to yields on actively traded comparable securities. The last of the LMATT notes was paid off in January 2025 based on the historical cost of $11,229,560 as of December 31, 2024. As a result, the accumulated total change in fair value of the debt was reversed resulting in a gain of $— and $3,362,103 for the three and nine months ended September 30, 2025, respectively, which is included within the gain on change in fair value of debt within the consolidated statement of operations and comprehensive income (loss).
The following table provides a rollforward of the fair value of the outstanding debt for the nine months ended September 30, 2025:
| Fair value at December 31, 2024 | $ | ||||
| Debt issued to third parties | |||||
| Repayment of debt | ( | ||||
| Change in estimated fair value of debt | ( | ||||
| LMA Income Series, LP excess return accrual | |||||
| Deferred issuance costs | |||||
| Fair value at September 30, 2025 | $ | ||||
Private Placement Warrants—The Company had — and 8,900,000 private placement warrants (“Private Placement Warrants”) outstanding as of September 30, 2025 and December 31, 2024, respectively. The Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented separately in the consolidated statements of operations and comprehensive income (loss).
The Private Placement Warrants were considered a Level 3 fair value measurement using a binomial lattice model in a risk-neutral framework. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The implied volatility as of the reporting date was derived from observable public warrant traded price.
The following table presents the key assumptions in the analysis as of the Merger Closing Date:
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| Private Placement Warrants | |||||
| Expected implied volatility | de minimis | ||||
| Risk-free interest rate | |||||
| Term to expiration | |||||
| Exercise price | $ | ||||
| Common Stock Price | $ | ||||
| Dividend Yield | |||||
The subsequent changes in the value of the private warrants is based on the changes in the value of the public warrants as of the relevant reporting date due to mostly identical terms between the Private Placement Warrants and the Public warrants.
During the third quarter, all 8,900,000 Private Placement Warrants were redeemed and exchanged for 2,035,536 shares of the Company’s common stock at an average share price of $5.44 . As part of the conversion, the Company recognized a loss on extinguishment of $1,704,193 recorded in loss of change in fair value of warrant liability on the consolidated statements of operation and comprehensive income (loss), which was the difference between the fair of the issued shares of $11,049,193 recorded in additional paid-in-capital on the consolidated balance sheets. and the fair value of the exchanged Private Placement Warrants of $9,345,000 derecognized warrant liability on the consolidated balance sheets. Refer to Note 15 Convertible Preferred Stock and Stockholders’ Equity for additional information.
Available-for-Sale Investment—The convertible promissory notes are classified as an available-for-sale securities. Available-for-sale investments are subsequently measured at fair value. Unrealized holding gains and losses are excluded from earnings and reported in other comprehensive income until realized. The Company determines fair value of its available-for-sale investments using unobservable inputs by considering the initial investment value, next round financing, and the likelihood of conversion or settlement based on the contractual terms in the agreement. As of September 30, 2025 and December 31, 2024, the Company evaluated the fair value of its Convertible Promissory Notes and determined that the fair value approximates the carrying value of $3,194,593 and $2,205,904 , respectively.
Financial Instruments Where Carrying Value Approximates Fair Value—The carrying value of cash and cash equivalents, accounts receivables, accounts receivable, related party, income tax receivables, accrued expenses, and other current liabilities approximates fair value due to the short-term nature of their maturities.
14.LONG-TERM DEBT
Outstanding principal balances of long-term debt is comprised of the following:
| Maturity Date | September 30, 2025 | December 31, 2024 | ||||||||||||
| Market-indexed notes, at fair value: | ||||||||||||||
| LMATT Series 2024, Inc. | December 31, 2024 | $ | $ | |||||||||||
| Secured borrowing: | ||||||||||||||
| Senior Secured Credit Facility | December 10, 2030 | |||||||||||||
| Deferred issuance costs | ( | ( | ||||||||||||
| Secured borrowing, at fair value: | ||||||||||||||
| LMA Income Series, LP | December 31, 2025 | |||||||||||||
| LMA Income Series II, LP | March 31, 2026 | |||||||||||||
| Deferred issuance costs | ( | ( | ||||||||||||
| Unsecured borrowing: | ||||||||||||||
| Fixed Rate Senior Unsecured Notes | November 15, 2028 | |||||||||||||
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| Maturity Date | September 30, 2025 | December 31, 2024 | ||||||||||||
| Market-indexed notes, at fair value: | ||||||||||||||
| Sponsor PIK Note | July 5, 2028 | |||||||||||||
| Deferred issuance costs and discounts | ( | ( | ||||||||||||
| Total debt | ||||||||||||||
| Less current portion of long-term debt | ( | ( | ||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
Fixed Rate Senior Unsecured Notes
On November 10, 2023, the Company issued $35,650,000 in fixed rate senior unsecured notes (“Fixed Unsecured Notes”). The net proceeds after related debt issue costs, were used by the Company to repay debt and for general corporate purposes. The Fixed Unsecured Notes are based on a fixed interest rate of 9.875 % to be paid in quarterly interest payments beginning on February 15, 2024 and mature on November 15, 2028. The Company has the option to redeem the Fixed Unsecured Notes in whole or in part at a price of 100 % of the outstanding principal balance on or after February 15, 2027. The notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other senior unsecured indebtedness from time to time outstanding.
On February 15, 2024, the Company issued an additional $25,000,000 as part of the previously issued Fixed Unsecured Notes. The net proceeds, after related debt issue costs, were used by the Company for general corporate purposes.
On December 2, 2024, the Company issued an additional $72,727,075 as part of the previously issued Fixed Unsecured Notes as consideration for the Carlisle Acquisition. Furthermore, during August 2025, the Company issued an additional $2,002,400 as a true-up adjustment in relation to the consideration for the Carlisle Acquisition.
Senior Secured Credit Facility
On December 10, 2024 (the “Senior Secured Credit Facility Closing Date” or “SSCF Closing Date”), the Company entered into a Credit Agreement (the “Senior Secured Credit Facility” or “SSCF”), among the Company, as borrower, and affiliates of Sagard Senior Lending Partners Holdings II LP and Värde Partners, as lenders, and other persons from time to time party thereto (the “SSCF Lenders”), and GLAS USA LLC, as Administrative Agent and Collateral Agent for the SSCF Lenders thereunder. The SSCF provided credit extensions for (i) an initial term loan in an aggregate principal amount of $100,000,000 upon the closing of the SSCF and (ii) optional delayed draw term loans in an aggregate principal amount of up to $50,000,000 that are available for 180 days after the SSCF Closing Date (“DDTL Facility”), subject to the requirement that on each delayed draw date, the proceeds are used for operations, including the purchase of life settlement policies, to support its overall business strategy, for working capital purposes, and for general corporate purposes, which may include funding previously announced and future acquisitions and repayment and refinancing of its indebtedness. The SSCF and any drawn amounts under the DDTL Facility mature on December 10, 2030, with quarterly amortization payments of (i) 1.00 % per annum of the aggregate principal amount of the initial facility outstanding as of the SSCF Closing Date and DDTL Facility to the extent borrowed and (ii) additional amortization payments based on the Company’s Consolidated Adjusted EBITDA, in each case with the remaining outstanding principal amount due on the maturity date.
The interest rate is based an adjusted term Secured Overnight Financing Rate (“SOFR”), which was calculated as term SOFR plus a fixed rate of 5.25 % per annum with a stepdown to 5.00 % if the Company achieves certain metrics related to Consolidated Adjusted EBITDA and Total Leverage Ratios. In addition, undrawn amounts committed under the Delayed Draw Facility bear a commitment fee until such commitments are drawn or cancelled. The loan may be prepaid at any time in amounts of $1.0 million or greater, subject to a premium equal to 1.00 % of the amount prepaid if prepaid prior to the 12-month anniversary of funding.
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The Company drew the full amount available in the DDTL facility in September 2025.
The SSCF contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate asset value held at the loan parties to the sum of the outstanding principal amounts of the loans. The SSCF restricts the payment of dividends and distributions and the ability of the Company to make certain investments, incur certain indebtedness and liens and sell assets, in each case subject to important exceptions. The SSCF also includes various financial covenants, each measured on a quarterly basis, including (A) a maximum Secured Leverage Ratio (as defined in the SSCF Credit Agreement), (B) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the SSCF Credit Agreement) and (C) a minimum Asset Coverage Ratio (as defined in the SSCF Credit Agreement). In addition, the SSCF Credit Agreement includes customary events of default, including failure to pay interest or principal in a timely manner, failure to comply with covenants, cross-defaults to other material indebtedness, certain bankruptcy related events and subject to certain threshold and notices requirements as set forth in the Credit Agreement. The Company is in compliance with its debt covenants as of September 30, 2025.
In connection with the SSCF, certain wholly owned and material subsidiaries of the Company issued a guaranty with respect to the obligations of the Company under the SSCF Credit Agreement and related documents (the “SSCF Credit Facility Guaranty”). Additionally, the Company and the guarantors party to the SSCF Credit Facility Guaranty entered into a security agreement (the “SSCF Credit Facility Security Agreement”) which secures the SSCF Credit Facility on primarily all assets of the Company and each guarantor on a first lien basis to the exclusion of certain Excluded Assets (as defined in the SSCF Credit Agreement), including the life insurance policies owned by the Company and each Guarantor.
LMATT Series 2024, Inc. Market-Indexed Notes
On March 31, 2022, LMATT Series 2024, Inc., which the Company consolidates for financial reporting, issued $10,166,900 in market-indexed private placement notes. The note, titled the Longevity Market Assets Target-Term Series (LMATTS) 2024, was a market-indexed instrument designed to provide upside performance exposure of the S&P 500 Index, while limiting downward exposure. The note matured in December of 2024, the principal, plus the return based upon the S&P 500 Index were repaid in January 2025. The note had a feature to protect debt holders from market downturns, up to 40 %. Any subsequent losses below the 40 % threshold were to reduce the note on a one -to-one basis. As of September 30, 2025, $— of the principal amount remained outstanding.
During January 2025, the Company paid $11,229,560 to extinguish the notes.
The notes were held at fair value, which represented the exit price, or anticipated price to transfer the liability to a third party. As of September 30, 2025 and December 31, 2024, the fair value of the LMATT Series 2024, Inc. notes was $— and $14,591,663 , respectively.
The notes were secured by the assets of the issuing entities, which included cash, S&P 500 call options, and life settlement policies. The notes’ agreements did not restrict the trading of life settlement contracts prior to maturity of the note, as total assets of the issuing companies are considered as collateral. There were also no restrictive covenants associated with the notes.
LMA Income Series, LP and LMA Income Series, GP LLC Secured Borrowing
On September 2, 2022, LMA Income Series, GP, LLC, wholly owned and controlled by that LMA Series, LLC, formed a limited partnership, LMA Income Series, LP (“LMAIS”), and subsequently issued partnership interests to limited partners in a private placement offering. The initial term of the offering was three years ending in December 2025 with the ability to extend for two additional one-year periods at the discretion of the general partner, LMA Income Series, GP, LLC. The limited partners received an annual dividend of 6.5 % paid quarterly and 25 % of returns in excess of a 6.5 % internal rate of return capped at 9 %, which would require a 15 % net internal rate of return. The General Partner received 75 % of returns
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in excess of a 6.5 % internal rate of return to limited partners then 100 % in excess of a 15 % net internal rate of return.
It was determined that LMA Series, LLC is the primary beneficiary of LMA Income Series, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the three and nine months ended September 30, 2025.
The private placement offerings proceeds were used to acquire and actively manage a large and diversified portfolio of financial assets. LMA, through its consolidated subsidiaries, served as the portfolio manager for the financial asset portfolio, which included investment sourcing and monitoring. In this role, LMA has the unilateral ability to acquire and dispose of any of the above investments. As the partnership does not represent a business in accordance with ASC 810 and is a consolidated subsidiary that only holds financial assets, this represents a transfer subject to ASC 860-10. As the financial assets are not transferred outside the consolidated group, the proceeds from the offering shall be classified as a liability unless it meets the definition of a participating interest and the derecognition criteria in ASC 860 are met. The transferred interest did not meet the definition of a participating interest as LMA possesses the unilateral ability to direct the sale of the financial assets (ASC 860-10-50-6A(d)). In accordance with ASC 860-30-25-2, as the transfer of the financial assets did not meet the definition of a participating interest, LMA recognizes the proceeds received from the offering as a secured borrowing.
Dividends paid and accrued were included in interest expense. The excess dividend returns were not paid by LMA Income Series, LP until termination, were considered non-cash interest expense, and were included in the principal balance outstanding. As of September 30, 2025 and December 31, 2024, $143,630 and $949,229 in non-cash interest expense was added to the outstanding principal balance, respectively.
During 2025, the Company paid $22,982,303 to extinguish this secured borrowing.
LMA elected to account for the secured borrowing at fair value under the collateralized financing entity guidance within ASC 810-10-30. As of September 30, 2025 and December 31, 2024, the fair value of the secured borrowing was $0 and $22,838,673 , respectively. LMAIS was secured by its assets, which included cash, accounts receivable, and life settlement policies.
LMA Income Series II, LP and LMA Income Series II, GP LLC Secured Borrowing
On January 31, 2023, LMA Income Series II, GP, LLC, wholly owned and controlled by that LMA Series, LLC, formed a limited partnership, LMA Income Series II, LP (“LMAIS II”), and subsequently issued partnership interests to limited partners in a private placement offering. The initial term of the offering was three years ending in March 2026 with the ability to extend for two additional one-year periods ending on June 30, 2027 and on December 31, 2028. The limited partners receive annual dividends equal to the Preferred Return Amounts as follows: Capital commitment of less than $500,000 , 8.0 %; between $500,000 and $1,000,000 , 8.25 %; and over $1,000,000 , 8.5 %. Thereafter, 100 % of the excess are to be paid to the General Partner.
It was determined that LMA Series, LLC is the primary beneficiary of LMA Income Series, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the three and nine months ended September 30, 2025.
The private placement offerings proceeds are used to acquire and actively manage a large and diversified portfolio of financial assets. LMA, through its consolidated subsidiaries, serves as the portfolio manager for the financial asset portfolio, which includes investment sourcing and monitoring. In this role, LMA has the unilateral ability to acquire and dispose of any of the above investments. As the partnership does not represent a business in accordance with ASC 810 and is a consolidated subsidiary that only holds financial assets, this represents a transfer subject to ASC 860-10. As the financial assets are not transferred outside the consolidated group, the proceeds from the offering shall be classified as a liability unless it meets the
36
definition of a participating interest and the derecognition criteria in ASC 860 are met. The transferred interest did not meet the definition of a participating interest as LMA possesses the unilateral ability to direct the sale of the financial assets (ASC 860-10-50-6A(d)). In accordance with ASC 860-30-25-2, as the transfer of the financial assets did not meet the definition of a participating interest, LMA recognizes the proceeds received from the offering as a secured borrowing.
During 2025, LMA Income Series II GP LLC, through the LMA Income Series II LP, admitted $25,410,115 additional limited partnership interests and redeemed $12,211,343 existing limited partnership interests.
LMA elected to account for the secured borrowing at fair value under the collateralized financing entity guidance within ASC 810-10-30. As of September 30, 2025 and December 31, 2024, the fair value of the secured borrowing was $119,055,194 and $105,856,422 , respectively. LMAIS II is secured by its assets, which includes cash, accounts receivable, and life settlement policies totaling $188,632,800 as of September 30, 2025.
Sponsor PIK Note
On June 30, 2023, in connection with the Merger Agreement, East Sponsor, LLC, a Delaware limited liability company (“Sponsor”), made an unsecured loan to the Company in the aggregate amount of $10,471,648 (the “Sponsor PIK Note”) with an interest rate of 12.0 % per year compounding semi-annually. Accrued interest is payable in arrears quarterly starting on September 30, 2023 by adding it to the outstanding principal balance. As of September 30, 2025 and December 31, 2024, $3,227,455 and $1,409,770 in non-cash interest expense was added to the outstanding principal balance, respectively. The Sponsor PIK Note matures on June 30, 2028 (the “Maturity Date”) and may be prepaid at any time in accordance with its terms without any premium or penalty. Non-cash interest expense recognized for the three months ended September 30, 2025 and 2024 was $402,889 and $357,543 , respectively. Interest expense recognized for the nine months ended September 30, 2025 and 2024 was $1,173,468 and $1,041,393 , respectively.
Maturities of long-term debt (secured and unsecured) outstanding, including current maturities, excluding unamortized debt issuance costs, as of September 30, 2025 are as follows:
| Years | Amount | ||||
| 2025 remaining | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
15.CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
The Company is authorized to issue up to 200,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. 5,000 one vote for each share. As of September 30, 2025, there were 104,430,882 shares of common stock issued, of which 97,704,800 are outstanding and 6,726,082 shares were held as treasury stock. Holders of shares were entitled to receive, in the event of a liquidation, dissolution or winding up, ratably the assets available for distribution to the stockholders after payment of all liabilities.
On March 18, 2025, the Company’s Board of Directors authorized the issuance and the Company issued 5,000 shares of Series A Convertible Preferred Stock with a $5,000,000 aggregate liquidation preference in in a private placement transaction. The outstanding shares of Series A Convertible Preferred Stock are
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classified as mezzanine equity due to the holder redemption rights upon change of control, which was determined to be outside of the Company’s control. Key terms include:
•Dividends: 7.5 % annual rate on the $1,000 per share liquidation preference, payable in cash or in-kind.
•Ranking: Senior to common stock for dividends and liquidation rights.
•Redemption: Company may redeem after March 18, 2028 (3 years after issuance).
•Change of Control: Holders can require repurchase upon a Change of Control.
•Conversion: Initial conversion rate of 100 shares of common stock per $1,000 of liquidation preference, subject to anti-dilution adjustments.
•Maturity: No stated maturity; remains outstanding indefinitely unless redeemed, repurchased, or converted.
•Voting Rights: Holders generally vote on an as-converted basis with common stock.
Public Warrants
During the first quarter of 2025, the Company negotiated a non-cash conversion of approximately 5 million of the Company’s public warrants in exchange for approximately 1 million of the Company’s common stock.
On June 30, 2025, Abacus Global Management, Inc., a Delaware corporation (the “Company”), announced the commencement of an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) for its outstanding (i) public warrants to purchase shares of common stock of the Company, par value $0.0001 0.23 shares of common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.207 shares of common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).
The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on July 29, 2025. 18,188,277 of the warrants (including 500 warrants tendered through guaranteed delivery), or approximately 88 % of the outstanding warrants at that time, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company accepted all validly tendered warrants for exchange and settlement on or before July 30, 2025. In addition, pursuant to the Consent Solicitation, the Company received the approval of parties representing approximately 83 % of the outstanding Public Warrants and approximately 94 % of the outstanding Private Placement Warrants to enter into the Warrant Amendment, which exceeded the threshold of 50 % of the outstanding public warrants required to effect the Warrant Amendment. Accordingly, the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, dated July 30, 2025, and the Company exercised its right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that is outstanding upon the closing of the Offer for 0.207 shares of common stock per warrant. The Public Warrants were suspended from trading on the Nasdaq as of the close of business on August 14, 2025, and were delisted. The Company issued 4,687,332 shares of common stock in exchange for the warrants tendered in the Offer, of which 2,651,796 shares were issued to convert the 11,723,395 Public Warrants outstanding at the time of the conversion with an average share price of $5.54 . As of September 30, 2025, the Company had no public warrants (“Public Warrants”) outstanding, which were accounted for as equity instruments.
Stock Repurchase Program
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Occasionally, the Company’s Board of Directors approves stock repurchase programs. Stock repurchases may be made through open market transactions, block trades, accelerated stock repurchases, privately negotiated transactions, derivative transactions or otherwise, certain of which may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in compliance with applicable state and federal securities laws. The timing, as well as the number and value of stock repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including our assessment of the intrinsic value of the Company's common stock, the market price of the Company's common stock, general market and economic conditions, available liquidity, compliance with the Company's debt and other agreements, applicable legal requirements, the nature of other investment opportunities available to the Company, and other considerations. The Company is not obligated to purchase any stock under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund the repurchases by using cash on hand and expected free cash flow to be generated in the future. Acquired shares of our common stock are held as treasury stock carried at cost in our consolidated financial statements. In connection with the repurchase program, the Company is authorized to adopt one of more plans pursuant to the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
On December 11, 2023, the Company’s Board of Directors authorized a stock repurchase program under which the Company may purchase shares of our common stock for an aggregate purchase price not to exceed $15,000,000 over a period of up to 18 months.
On April 9, 2025 and on June 5, 2025, the Company’s Board of Directors authorized the Company to repurchase up to an additional $15,000,000 and $20,000,000 , respectively, extending the term of the program by 18 months to December 2026.
As of September 30, 2025, $— remained available for repurchase under the stock repurchase programs.
The following table summarizes stock repurchase activity under our stock repurchase program:
| Total Number of Shares Purchased | Cost of Shares Repurchased | Average Price Paid per Share | ||||||||||||||||||
| As of December 31, 2024 | $ | $ | ||||||||||||||||||
| January 1, 2025 to January 31, 2025 | ||||||||||||||||||||
| February 1, 2025 to February 29, 2025 | ||||||||||||||||||||
| March 1, 2025 to March 31, 2025 | ||||||||||||||||||||
| April 1, 2025 to April 30, 2025 | ||||||||||||||||||||
| May 1, 2025 to May 31, 2025 | ||||||||||||||||||||
| June 1, 2025 to June 30, 2025 | ||||||||||||||||||||
| July 1, 2025 to July 31, 2025 | ||||||||||||||||||||
| August 1, 2025 to August 31, 2025 | ||||||||||||||||||||
| September 1, 2025 to September 30, 2025 | ||||||||||||||||||||
| As of September 30, 2025 | $ | $ | ||||||||||||||||||
16.STOCK- BASED COMPENSATION
Long-term Incentive Plan
The Company awards restricted stock units (“RSUs”) to executives, employees, and directors as part of the Company’s Long-Term Equity Compensation Incentive Plan (“Long-term Incentive Plan”). This plan provides that equity-based awards, including RSUs, performance stock units (“PSU”), stock options, and unrestricted shares of common stock, may be granted to officers, employees, and directors of the
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Company. The Company has granted RSUs that provide the right to receive, subject to service based vesting conditions, shares of common stock pursuant to the Long-term Incentive Plan. The expense associated with these awards will be based on the fair value of the stock as of the grant date, where the Company elected to use the straight line recognition over the vesting period, which is three years . Under the approved Long-term Incentive Plan, generally, each RSU entitles the unit holder to one share of common stock when the restriction expires. After satisfying the above vesting conditions, the participants will be fully entitled to their shares of common stock. Shares that are issued upon vesting are newly issued shares from the Long-term Incentive Plan and are not issued from treasury stock. Forfeitures are recorded as they occur and are made available for subsequent awards.
After the approved amendment to the Long-Term Incentive Plan, 5,606,878 shares of common stock remained available for issuance.
The following table shows a summary of the unvested restricted stock under the 2023 Long-Term Equity Compensation Incentive Plan as of September 30, 2025 as well as activity during the year:
| Number of shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Restricted stock units, unvested, December 31, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Restricted stock units, unvested, September 30, 2025 | $ | |||||||||||||
Black-Scholes option-pricing model assumptions and the resulting fair value of options are presented in the following table:
| Stock Options on Grant Date | |||||
| Dividend yield | % | ||||
| Expected volatility | % | ||||
| Risk-free interest rate | % | ||||
| Expected option life | |||||
| Weighted average fair value of stock options | $ | ||||
The Company does not intend to pay dividends for the foreseeable future. The expected volatility reflects the Company’s past daily common stock price volatility. The risk-free interest rate is derived using the
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term matched U.S. Treasury constant maturity yields. The expected stock option life is based on the average of the average time to vest and the remaining contractual term.
The following table shows the status of, and changes in, common stock options:
| Number of Stock Options | Weighted Average Exercise Price | ||||||||||
| Options outstanding, December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Exercised | |||||||||||
| Expired or cancelled | |||||||||||
| Options exercisable, September 30, 2025 | $ | ||||||||||
Compensation costs recognized for RSUs and stock options were $4,527,358 and $1,832,746 for the three months ended September 30, 2025 and 2024, respectively. The three months ended September 30, 2024 included $4,583,632 of CEO Restricted Stock that was fully vested on November 21, 2024. Compensation costs recognized for RSUs and stock options were $10,369,582 and $4,924,312 for the nine months ended September 30, 2025 and 2024, respectively. The nine months ended September 30, 2024 included $13,750,896 of CEO Restricted Stock that was fully vested on November 21, 2024.
For the three months ended September 30, 2025, $485,319 and $4,042,039 of the compensation costs is recorded in cost of revenue (including stock-based compensation) and in general and administrative expense (including stock-based compensation) in the consolidated statements of operations and comprehensive income (loss), respectively. For the nine months ended September 30, 2025, $1,455,958 and $8,913,624 of the compensation costs is recorded in cost of revenue (including stock-based compensation) and in general and administrative expense (including stock-based compensation) in the consolidated statements of operations and comprehensive income (loss), respectively.
As of September 30, 2025, there was approximately $24,550,891 of unrecognized compensation costs related to RSUs and stock options which the Company expects to recognize over the next 2 years.
17.EMPLOYEE BENEFIT PLAN
The Company has a defined contribution plan in the U.S. intended to qualify under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan substantially covers all employees who meet minimum age and service requirements and allows participants to defer up to 100 % of their annual compensation on a pretax basis. The Company matches up to a maximum of 4 % of eligible employee compensation and may choose to make additional discretionary contributions to the 401(k) Plan. For the three months ended September 30, 2025 and 2024, the Company recognized expenses related to the 401(k) Plan amounting to $156,698 and $102,947 , respectively. For the three months ended September 30, 2025 and 2024, the Company did not make discretionary contributions. For the nine months ended September 30, 2025 and 2024, the Company recognized expenses related to the 401(k) Plan amounting to $472,506 and $302,479 , respectively. For the three and nine months ended September 30, 2025 and 2024, the Company did not make discretionary contributions.
18.INCOME TAXES
For the three months ended September 30, 2025 and 2024, the Company recorded a provision for income taxes of $4,692,686 and $(250,368 ), respectively. The effective tax rate is 39.9 % for the three months ended September 30, 2025 primarily driven by the increase in net income. The effective rate for the three months ended September 30, 2024 was 4.5 % primarily driven by the portion of the stock-based compensation expense deduction limited by the Internal Revenue Code (IRC) Section 162(m).
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For the nine months ended September 30, 2025 and 2024, the Company recorded a provision for income taxes of $11,096,742 and $2,680,855 , respectively. The effective tax rate is 26.9 % for the nine months ended September 30, 2025 primarily driven by the increase in net income. The effective rate for the nine months ended September 30, 2024 was (83.1 )% primarily driven by the portion of the stock-based compensation expense deduction limited by the Internal Revenue Code (IRC) Section 162(m).
The Company did not not
19.RELATED-PARTY TRANSACTIONS
The Sponsor PIK Note for $13,699,103 is recorded as a related party transaction given the relationship between the Sponsor and the Company. Refer to Note 14 Long-Term Debt for more information.
Life policy sales to or purchases from the Carlisle Funds are considered related party activity. Life policy sales to the LP Funds are also considered related party activity. In addition, management fees, performance fees, servicing fees and certain expense reimbursement from the Carlisle Funds and LP Funds are considered related party transactions. The servicing fee charged to the Carlisle Funds and LP funds is $1,000 and $996 per policy per year, respectively. The Company charges a fixed management fee to the Carlisle and LP funds that range between fifty and two hundred basis points of AUM divided by 12. Refer to Note 10 Consolidation of Variable Interests for additional information on the Carlisle Funds and LP Funds.
As of September 30, 2025, the Company had $13,863,196 and $15,465,366 current and noncurrent related party receivables due from the Carlisle and LP Funds, respectively. As of December 31, 2024, the Company had $6,772,072 and $13,379,301 current and noncurrent related party receivables due from the Carlisle Funds, respectively. The Company may at times purchase life policies with different risk characteristics and risk profiles from the Carlisle Funds for life solutions revenue purposes. As of September 30, 2025 the Company paid $15,656,875 to acquire policies from the Carlisle Funds.
For the three months ended September 30, 2025 and 2024, the Company recognized $7,016,846 and $— in asset management fees from the Carlisle and LP Funds, respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized $20,655,765 and $— in asset management fees from the Carlisle and LP Funds, respectively.
For the three months ended September 30, 2025 and 2024, the Company recognized $8,585,697 and $— in net revenue from life policy sales to the Carlisle and LP Funds, respectively. The $8,585,697 revenue was a result of realized gains on sales of $28,472,544 , including revenue from investment method policies, offset by reversals of prior period unrealized gains of $(18,684,224 ) and premiums paid during the period of $(1,202,623 ). For the nine months ended September 30, 2025 and 2024, the Company recognized $25,662,314 and $— in net revenue from life policy sales to the Carlisle and LP Funds, respectively. The $25,662,314 revenue was a result of realized gains on sales of $84,626,362 , including revenue from investment method policies, offset by the reversals of prior period unrealized gains of $(56,155,261 ) and premiums paid during the period of $(2,808,787 ).
For the three months ended September 30, 2025 and 2024, the Company recognized $558,707 and $— in servicing revenue from the Carlisle Funds and LP Funds, respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized $1,339,259 and $— in servicing revenue from the Carlisle Funds and LP Funds, respectively.
The Company had a related-party relationship with Nova Trading (US), LLC (“Nova Trading”), a Delaware limited liability company and Nova Holding (US) LP, a Delaware limited partnership (“Nova Holding” and
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collectively with Nova Trading, the “Nova Funds”). The Company earned service revenue related to policy and administrative services on behalf of the Nova Funds. The servicing fee was equal to fifty basis points (0.50 %) times the monthly invested amount in policies held by Nova Funds divided by 12. The Company earned $— and $56,539 in service revenue related to the Nova Funds for the three months ended September 30, 2025 and 2024, respectively. The Company earned $— and $362,394 in service revenue related to the Nova Funds for the nine months ended September 30, 2025 and 2024, respectively. The Company at times purchased policies it serviced for the Nova Funds for active management trading purposes. As of September 30, 2024 the Company paid $65,900,029 to acquire policies from the Nova Funds.
20.LEASES
In February 2024, the Company added additional office space to the existing lease via an amendment. This amendment did not significantly change the overall terms of the amendment signed in 2023 and as a result was treated as a lease modification. The modification increased our right of use asset and liability by $359,352 .
On December 2, 2024, the Company recognized a lease right of use asset and liabilities related to office space leased by Carlisle in Luxembourg, as part of the business combination. Refer to Note 3 Business Combinations for additional information. The Carlisle Lease terminates at the end of July 2033. There is no substantive option to terminate the Luxembourg Lease before the end of its term. The Luxembourg Lease increased the Company’s right of use asset and liability by $2,779,748 .
In April 2025, the Company added additional office space to the existing lease via an amendment. This amendment did not significantly change the overall terms of the amendment signed in 2023 and as a result was treated as a lease modification. The modification increased our right of use asset and liability by $423,816 .
The Company’s right-of-use assets and lease liabilities for its operating lease consisted of the following amounts:
| As of September 30, 2025 | As of December 31, 2024 | ||||||||||
| Assets: | |||||||||||
| Operating lease right-of-use assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Current operating lease liabilities | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Total lease liability | $ | $ | |||||||||
The Company recognizes lease expense for its operating leases within general, administrative, and other expenses on the Company’s consolidated statements of operations and comprehensive income (loss). The Company’s lease expense for the periods presented consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
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The following table shows supplemental cash flow information related to lease activities for the periods presented:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid for amounts included in the measurement of the lease liability: | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| ROU assets obtained in exchange for new lease liabilities | |||||||||||
The table below shows a weighted-average analysis for lease terms and discount rates for all operating leases for the periods presented:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted-average remaining lease term (in years) | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
Future minimum noncancellable lease payments under the Company’s operating leases on an undiscounted basis reconciled to the respective lease liability at September 30, 2025 are as follows:
| Operating leases | |||||
| Remaining of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total operating lease payments (undiscounted) | |||||
| Less: Imputed interest | ( | ||||
| Lease liability as of September 30, 2025 | $ | ||||
21.EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share represents net income (loss) attributable to stockholders divided by the weighted average number of common stock outstanding during the reported period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by giving effect to all potential weighted average dilutive common stock. For diluted earnings (loss) per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if converted method, as applicable.
The table below illustrates the reconciliation of the earnings or loss and number of shares used in our calculation of basic earnings or loss per share attributable to common stockholders:
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Less: net (income) loss income attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Less: dividends declared on the series A convertible preferred stock | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to common stockholders for basic earnings (loss) per share | ( | ( | |||||||||||||||||||||
| Weighted average shares outstanding for basic earnings (loss) per share | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The table below illustrates the reconciliation of the earnings or loss and number of shares used in our calculation of diluted earnings or loss per share attributable to common stockholders:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) attributable to common stockholders for basic earnings (loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Numerator used to calculate diluted earnings (loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted average shares outstanding for basic earnings (loss) per share | |||||||||||||||||||||||
Effect of dilutive shares outstanding: | |||||||||||||||||||||||
| RSUs | |||||||||||||||||||||||
| Series A preferred stock | |||||||||||||||||||||||
| Weighted average shares for diluted earnings (loss) per share | |||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
22.SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions from the consolidated balance sheet date through the date at which the consolidated financial statements were issued. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than what is disclosed below.
Life Insurance Policy Securitization—The Company announced that it successfully sold $50,000,000 of securitized life insurance assets, the deal was structured as an above investment-grade rated collateralized note. The transaction closed on October 22, 2025.
Stock Repurchase Program—On November 6, 2025, the Board of Directors (the “Board”) of the Company authorized and approved a new stock repurchase program (the “Stock Repurchase Program”), commencing immediately, authorizing the purchase of up to $10 million of the Company’s common stock in the open market or in privately negotiated transactions, including accelerated share repurchase
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transactions, block trades, pursuant to Rule 10b5-1 trading plans, or otherwise, from time-to-time until May 6, 2027.
Dividend Declaration—On November 6, 2025, the Board of the Company also approved an annual cash dividend of $0.20 per share to be paid on December 17, 2025 (the “Payment Date”) to shareholders of record of the Company at the close of business on December 2, 2025.
*****
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
ABACUS GLOBAL MANAGEMENT, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. In addition to historical financial analysis, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions, as described under the heading “Cautionary Note Regarding Forward-Looking Statements.” All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: the potential impact of our business relationships, including with our employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of activity in our sector or the sectors of our affiliated companies, which may be caused by, among other things, high or increasing interest rates, or a weak U.S. economy; significant competition that our operating subsidiaries face; compliance with extensive government regulation; and other risks detailed in the those set forth under “Risk Factors” or elsewhere in this quarterly statement and in our 2024 Annual Report on Form 10-K. Unless the context otherwise requires, references in this “Abacus Global Management, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” , “Abacus”, and “Company” are intended to mean the business and operations of Abacus Global Management, Inc.
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the Company’s financial condition and results of operations. This discussion should be read in conjunction with the Company’s financial statements and related notes thereto that appear elsewhere in this Quarterly Report on Form 10-Q and our 2024 Annual Report on Form 10-K.
Business Overview
The Company is a leading financial services company specializing in alternative asset management, data-driven wealth solutions, technology innovations, and institutional services. With a focus on longevity-based assets and personalized financial planning, Abacus leverages proprietary data analytics and decades of industry expertise to deliver innovative solutions that optimize financial outcomes for individuals and institutions worldwide.
Results of Operations
The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not indicative of future results:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Asset management | $ | 8,633,803 | $ | 116,386 | $ | 25,168,756 | $ | 539,209 | |||||||||||||||
| Life solutions | 54,122,577 | 28,032,105 | 137,722,078 | 78,172,568 | |||||||||||||||||||
| Technology services | 218,776 | — | 448,288 | — | |||||||||||||||||||
| TOTAL REVENUES | 62,975,156 | 28,148,491 | 163,339,122 | 78,711,777 | |||||||||||||||||||
| COST OF REVENUES (excluding depreciation and amortization stated below): | |||||||||||||||||||||||
| Cost of revenue (including stock-based compensation) | 7,655,698 | 2,187,981 | 20,818,749 | 7,652,412 | |||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| GROSS PROFIT | 55,319,458 | 25,960,510 | 142,520,373 | 71,059,365 | |||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Sales and marketing | 3,799,884 | 2,169,197 | 9,683,599 | 6,651,942 | |||||||||||||||||||
| General and administrative (including stock-based compensation) | 24,706,314 | 15,489,503 | 55,896,429 | 41,396,346 | |||||||||||||||||||
| (Gain) loss on change in fair value of debt | — | 124,237 | (3,362,103) | 4,036,327 | |||||||||||||||||||
| Unrealized gain on equity securities, at fair value | — | (417,677) | — | (1,220,161) | |||||||||||||||||||
| Realized gain on equity securities, at fair value | — | — | — | (856,744) | |||||||||||||||||||
| Depreciation and amortization expense | 4,400,082 | 1,745,279 | 14,342,711 | 5,177,785 | |||||||||||||||||||
| TOTAL OPERATING EXPENSES | 32,906,280 | 19,110,539 | 76,560,636 | 55,185,495 | |||||||||||||||||||
| OPERATING INCOME | 22,413,178 | 6,849,971 | 65,959,737 | 15,873,870 | |||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||
| Loss on change in fair value of warrant liability | (1,081,193) | (8,766,500) | (1,704,193) | (8,487,040) | |||||||||||||||||||
| Interest expense | (9,738,472) | (4,218,314) | (28,108,947) | (12,417,946) | |||||||||||||||||||
| Interest income | 803,648 | 609,496 | 2,990,927 | 1,670,828 | |||||||||||||||||||
| Other (expense) income | (629,127) | (9,832) | 2,044,521 | 132,610 | |||||||||||||||||||
| Total other income (expense) | (10,645,144) | (12,385,150) | (24,777,692) | (19,101,548) | |||||||||||||||||||
| NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 11,768,034 | (5,535,179) | 41,182,045 | (3,227,678) | |||||||||||||||||||
| Income tax expense (benefit) | 4,692,686 | (250,368) | 11,096,742 | 2,680,855 | |||||||||||||||||||
| NET INCOME (LOSS) | 7,075,348 | (5,284,811) | 30,085,303 | (5,908,533) | |||||||||||||||||||
| LESS: NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | — | (159,756) | 786,683 | (204,716) | |||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | 7,075,348 | $ | (5,125,055) | $ | 29,298,620 | $ | (5,703,817) | |||||||||||||||
Revenue
Asset Management
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Asset management fees, related party | $ | 7,016,846 | $ | — | $ | 7,016,846 | NM | ||||||||||||||||
| Asset management fees | 1,010,267 | — | 1,010,267 | NM | |||||||||||||||||||
| Servicing revenue, related party | 558,707 | 56,539 | 502,168 | 888.2 | % | ||||||||||||||||||
| Servicing revenue | 47,983 | 59,847 | (11,864) | (19.8) | % | ||||||||||||||||||
| Total asset management revenue | $ | 8,633,803 | $ | 116,386 | $ | 8,517,417 | 7318.2 | % | |||||||||||||||
Asset management revenue increased by $8,517,417, or 7318.2%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase is mainly due to the Carlisle Acquisition and FCF Acquisition with their corresponding revenue activity having commenced in December 2024. The Company did not record significant performance fees during the three months ended September 30, 2025.
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Asset management fees, related party | $ | 20,655,765 | $ | — | $ | 20,655,765 | NM | ||||||||||||||||
| Asset management fees | 3,003,382 | — | 3,003,382 | NM | |||||||||||||||||||
| Servicing revenue, related party | 1,339,259 | 362,394 | 976,865 | 269.6 | % | ||||||||||||||||||
| Servicing revenue | 170,350 | 176,815 | (6,465) | (3.7) | % | ||||||||||||||||||
| Total asset management revenue | $ | 25,168,756 | $ | 539,209 | $ | 24,629,547 | 4567.7 | % | |||||||||||||||
Asset management revenue increased by $24,629,547, or 4567.7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is mainly due to the Carlisle Acquisition and FCF Acquisition with their corresponding revenue activity having commenced in December 2024. The Company did not record significant performance fees during the nine months ended September 30, 2025.
Life Solutions
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue from life insurance policies held using the fair value method, net | $ | 44,150,656 | $ | 26,897,846 | $ | 17,252,810 | 64.1 | % | |||||||||||||||
| Revenue from life insurance policies held using the fair value method, related party, net | 8,528,283 | — | $ | 8,528,283 | NM | ||||||||||||||||||
| Fee-based services | — | — | $ | — | NM | ||||||||||||||||||
| Revenue from life insurance policies held using the investment method | 4,967 | 69,729 | $ | (64,762) | (92.9) | % | |||||||||||||||||
| Related party investment income from life insurance policies held using the investment method | 57,414 | — | $ | 57,414 | NM | ||||||||||||||||||
| Insurance Commissions | 874,685 | — | $ | 874,685 | NM | ||||||||||||||||||
| Originations | 506,572 | 1,064,530 | (557,958) | (52.4) | % | ||||||||||||||||||
| Total life solutions revenue | $ | 54,122,577 | $ | 28,032,105 | $ | 26,090,472 | 93.1 | % | |||||||||||||||
Life solutions revenue increased by $26,090,472 or 93.1% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase is mainly due to an increase of $31,460,434 in realized gains, partially offset by $(1,063,870) in unrealized gains and $(4,604,497) in premiums paid related to policies accounted for under the fair value method.
The realized gain and unrealized activity is mainly due to the Company’s expanded capital base and deployment capacity following two major financing events: a $90.0 million equity raise in November 2024 and a $100.0 million debt facility acquired in December 2024. The additional capital enabled the Company to acquire a larger portfolio of life insurance policies, with a substantial portion sold during three months ended September 30, 2025 to investors seeking uncorrelated assets to invest in. The average realized gain per policy sold also improved markedly, rising from 19.0% for the three months ended September 30, 2024 to 36.6% for the three months ended September 30, 2025. This improvement reflects increased institutional demand for life settlement policies as uncorrelated assets, creating more favorable pricing conditions for the Company’s portfolio trades. In the quarter ended September 30, 2025, the Company’s discount rate was 15%, which is based on the historical and current realized gains on policies sold, risk score, duration, and current demand for uncorrelated assets. Refer to Note 4 Revenues and Note 13 Fair Value Measurements to the consolidated Interim Financial Statements for additional information.
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue from life insurance policies held using the fair value method, net | $ | 106,706,458 | $ | 66,241,936 | $ | 40,464,522 | 61.1 | % | |||||||||||||||
| Revenue from life insurance policies held using the fair value method, related party, net | 25,604,900 | — | $ | 25,604,900 | NM | ||||||||||||||||||
| Fee-based services | — | 6,959,273 | $ | (6,959,273) | (100.0) | % | |||||||||||||||||
| Revenue from life insurance policies held using the investment method | 4,967 | 577,122 | $ | (572,155) | (99.1) | % | |||||||||||||||||
| Related party investment income from life insurance policies held using the investment method | 57,414 | — | $ | 57,414 | NM | ||||||||||||||||||
| Insurance Commissions | 1,213,472 | — | $ | 1,213,472 | NM | ||||||||||||||||||
| Originations | 4,134,867 | 4,394,237 | (259,370) | (5.9) | % | ||||||||||||||||||
| Total life solutions revenue | $ | 137,722,078 | $ | 78,172,568 | $ | 59,549,510 | 76.2 | % | |||||||||||||||
Life solutions revenue increased by $59,549,510 or 76.2% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is mainly due to an increase of $86,754,404 in realized gains, partially offset by $(4,539,068) in unrealized gains, $(16,145,915) in premiums paid, and $(6,959,273) fee-based revenue that did not recur related to policies accounted for under the fair value method. Fee-based revenue includes a) commissions earned from the sale of insurance policies, both in the first year the policy is sold and, when applicable, when the underlying policyholder renews their policy in subsequent years; and b) one-time consulting fees that can vary widely on a quarterly basis by identifying policies available for sale, valuing these policies, and negotiating terms with sellers and buyers.
The realized and unrealized gain activity is mainly due to the Company’s expanded capital base and deployment capacity following two major financing events: a $90.0 million equity raise in November 2024 and a $100.0 million debt facility acquired in December 2024. The additional capital enabled the Company to acquire a larger portfolio of life insurance policies, with a substantial portion sold during nine months ended September 30, 2025 to investors seeking uncorrelated assets to invest in. The average realized gain per policy sold also improved markedly, rising from 20.2% for the nine months ended September 30, 2024 to 30.2% for the nine months ended September 30, 2025. This reflects increased institutional demand for life settlement policies as uncorrelated assets, creating more favorable pricing conditions for the Company’s portfolio trades. During nine months ended September 30, 2025, the Company sold approximately 51% of the policies that were on the balance sheet as of December 31, 2024 and redeployed a majority of that capital to purchase additional policies. In the quarter ended September 30, 2025, the Company’s discount rate was 15%, which is based on the historical and current realized gains on policies sold, risk score, duration, and current demand for uncorrelated assets. Refer to Note 4 Revenues and Note 13 Fair Value Measurements to the consolidated Interim Financial Statements for additional information.
Technology services
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Technology services | $ | 218,776 | $ | — | $ | 218,776 | NM | ||||||||||||||||
| Total technology services revenue | $ | 218,776 | $ | — | $ | 218,776 | NM | ||||||||||||||||
Technology services revenue increased by $218,776 for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase is mainly due technology service revenue activity having commenced in December 2024.
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Technology services | $ | 448,288 | $ | — | $ | 448,288 | NM | ||||||||||||||||
| Total technology services revenue | $ | 448,288 | $ | — | $ | 448,288 | NM | ||||||||||||||||
Technology services revenue increased by $448,288 for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is mainly due technology service revenue activity having commenced in December 2024.
Cost of Revenues (Excluding Depreciation and Amortization) and Gross Profit
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Cost of revenue (including stock-based compensation) | $ | 7,655,698 | $ | 2,187,981 | $ | 5,467,717 | 249.9 | % | |||||||||||||||
Cost of revenues (including stock-based compensation) increased by $5,467,717, or 249.9%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in cost of revenues is primarily due to $3,259,327 asset management retrocession fees with the balance of the increase related to compensation expense due to the growth in life policy acquisition and sale activity. Refer to Note 2 Significant Accounting Policies and Recent Accounting Standards to the consolidated Interim Financial Statements for the composition of cost of revenues.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Cost of revenue (including stock-based compensation) | $ | 20,818,749 | $ | 7,652,412 | $ | 13,166,337 | 172.1 | % | |||||||||||||||
Cost of revenues (including stock-based compensation) increased by $13,166,337, or 172.1%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in cost of revenues is primarily due to $7,719,927 asset management retrocession fees, $2,230,487 increase related to compensation expenses due to the growth in life policy acquisition and sale activity. Refer to Note 2 Significant Accounting Policies and Recent Accounting Standards for the composition of cost of revenues.
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Gross Profit | $ | 55,319,458 | $ | 25,960,510 | $ | 29,358,948 | 113.1 | % | |||||||||||||||
Gross profit increased by $29,358,948, or 113.1%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in gross profit is primarily due to an increase in asset management revenue and life solutions revenue driven by an increase in policies purchased.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Gross Profit | $ | 142,520,373 | $ | 71,059,365 | $ | 71,461,008 | 100.6 | % | |||||||||||||||
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Gross profit increased by $71,461,008, or 100.6%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in gross profit is primarily due to the increase in asset management revenue and life solutions revenue driven by an increase in policies purchased.
Operating Expenses
Sales and Marketing Expenses
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Sales and marketing | $ | 3,799,884 | $ | 2,169,197 | $ | 1,630,687 | 75.2 | % | |||||||||||||||
Sales and marketing expenses increased by $1,630,687 or 75.2%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily related to an increase in advertising costs to support our life solutions growth strategy.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Sales and marketing | $ | 9,683,599 | $ | 6,651,942 | $ | 3,031,657 | 45.6 | % | |||||||||||||||
Sales and marketing expenses increased by $3,031,657 or 45.6%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily related to an increase in advertising costs to support our life solutions growth strategy.
General and Administrative (Including Stock-Based Compensation) Expenses
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| General and administrative (including stock-based compensation) | $ | 24,706,314 | $ | 15,489,503 | $ | 9,216,811 | 59.5 | % | |||||||||||||||
General and administrative (including stock-based compensation) increased by $9,216,811, or 59.5%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase is primarily related to increases in legal and professional fees of $4,528,470, payroll expense of $3,738,314 mainly due to acquisitions, other general and administrative expenses of $1,953,424, and accounting and auditing fees of $1,048,335, partially offset by decreases in non-cash stock-based compensation expense of $2,051,732.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| General and administrative (including stock-based compensation) | $ | 55,896,429 | $ | 41,396,346 | $ | 14,500,083 | 35.0 | % | |||||||||||||||
General and administrative (including stock-based compensation) increased by $14,500,083, or 35.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is primarily related to increases in payroll expense of $9,057,445 mainly due to acquisitions, legal and professional fees of $9,678,261, and other general and administrative expenses of $4,924,886, partially offset by decreases in non-cash stock-based compensation expense of $8,793,764 and accounting and auditing fees of $366,745.
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Depreciation and Amortization Expense
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Depreciation and amortization expense | $ | 4,400,082 | $ | 1,745,279 | $ | 2,654,803 | 152.1 | % | |||||||||||||||
The increase of $2,654,803, or 152.1%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 in depreciation and amortization expense is primarily related to the amortization of acquired businesses intangible assets.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Depreciation and amortization expense | $ | 14,342,711 | $ | 5,177,785 | $ | 9,164,926 | 177.0 | % | |||||||||||||||
The increase of $9,164,926, or 177.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 in depreciation and amortization expense is primarily related to the amortization of acquired businesses intangible assets.
Unrealized Loss (Gain) on Equity Securities, at Fair Value
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Unrealized gain on equity securities, at fair value | $ | — | $ | (417,677) | $ | 417,677 | (100.0) | % | |||||||||||||||
Unrealized loss on investments decreased by $417,677 or 100.0% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change is mainly due to investments in S&P 500 options sold in 2024.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Unrealized gain on equity securities, at fair value | $ | — | $ | (1,220,161) | $ | 1,220,161 | (100.0) | % | |||||||||||||||
Unrealized gain on investments decreased by $1,220,161 or 100.0% for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The change is mainly due to investments in S&P 500 options sold in 2024.
Realized Loss (Gain) on Equity Securities, at Fair Value
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Realized gain on equity securities, at fair value | $ | — | $ | — | $ | — | NM | ||||||||||||||||
Realized gain on investments increased by $— for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change is mainly due to the sale of investments in S&P 500 options in June and December 2024 used to pay off the market-indexed notes between July 2024 and January 2025.
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Realized gain on equity securities, at fair value | $ | — | $ | (856,744) | $ | 856,744 | (100.0) | % | |||||||||||||||
Realized gain on investments increased by $856,744 or 100.0% for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The change is mainly due to the sale of investments in S&P 500 options in June and December 2024 used to pay off the market-indexed notes between July 2024 and January 2025.
(Gain) Loss on Change in Fair Value of Debt
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (Gain) loss on change in fair value of debt | $ | — | $ | 124,237 | $ | (124,237) | (100.0) | % | |||||||||||||||
Loss on change in fair value of debt decreased by $124,237 or 100.0% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The change is primarily attributable to the payoff of the market-indexed notes between July 2024 and January 2025. Please refer to Note 14 Long-Term Debt for further information.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (Gain) loss on change in fair value of debt | $ | (3,362,103) | $ | 4,036,327 | $ | (7,398,430) | (183.3) | % | |||||||||||||||
Gain on change in fair value of debt increased by $7,398,430 or 183.3% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The change is primarily attributable to the payoff of the market-indexed notes. The Company’s final paid amount to the debt holders was less than the fair value amount reported, resulting in the reported gain. The Company had the contractual right to pay off the debt at par value, and the fair value of the debt at retirement was different from its par value (due to the prevailing interest rate at the end of each reporting period, amongst other factors). Please refer to Note 14 Long-Term Debt for further information.
Other Income (Expense)
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Other (expense) income | $ | (629,127) | $ | (9,832) | $ | (619,295) | 6298.8 | % | |||||||||||||||
| Interest expense | (9,738,472) | (4,218,314) | (5,520,158) | 130.9 | % | ||||||||||||||||||
| Interest income | 803,648 | 609,496 | 194,152 | 31.9 | % | ||||||||||||||||||
| Loss on change in fair value of warrant liability | (1,081,193) | (8,766,500) | 7,685,307 | (87.7) | % | ||||||||||||||||||
Other (expense) income increased by $619,295 or 6298.8% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The change is primarily related to the credit loss allowance recorded during the period discussed in Note 8 Available-for-Sale Securities, at Fair Value to the consolidated Interim Financial Statements.
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Interest expense increased by $5,520,158 or 130.9% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in interest expense is primarily related to he $100,000,000 issuance of the Senior Secured Credit Facility and the $72,727,075 increase in the Fixed Rate Senior Unsecured Notes in connection with the Carlisle Acquisition b in December 2024.
Interest income increased by $194,152 or 31.9% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in interest income is related to interest earned on our bank deposits.
Loss on change in fair value of warrant liability decreased by $7,685,307 or 87.7% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The change is primarily attributable to the redemption of all the Private Placement Warrants offset by the issuance of common stock. Refer to Note 13 Fair Value Measurements to the consolidated Interim Financial Statements for additional information.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Other (expense) income | $ | 2,044,521 | $ | 132,610 | $ | 1,911,911 | 1441.8 | % | |||||||||||||||
| Interest expense | (28,108,947) | (12,417,946) | (15,691,001) | 126.4 | % | ||||||||||||||||||
| Interest income | 2,990,927 | 1,670,828 | 1,320,099 | 79.0 | % | ||||||||||||||||||
| Loss on change in fair value of warrant liability | (1,704,193) | (8,487,040) | 6,782,847 | (79.9) | % | ||||||||||||||||||
Other (expense) income increased by $1,911,911 or 1441.8%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The change is primarily related to lending fees discussed in Note 9 Other Investments and Other Assets.
Interest expense increased by $15,691,001 or 126.4% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in interest expense is primarily related to the $100,000,000 issuance of the Senior Secured Credit Facility and the $72,727,075 increase in the Fixed Rate Senior Unsecured Notes in connection with the Carlisle Acquisition borrowed in December 2024.
Interest income increased by $1,320,099 or 79.0% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in interest income is related to interest earned on our bank deposits.
The loss on change in fair value of warrant liability decreased by $6,782,847 or 79.9% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The change is primarily attributable to the redemption of all the Private Placement Warrants offset by the issuance of common stock. Refer to Note 13 Fair Value Measurements to the consolidated Interim Financial Statements for additional information.
Income Tax Expense
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Income tax expense (benefit) | $ | 4,692,686 | $ | (250,368) | $ | 4,943,054 | (1974.3) | % | |||||||||||||||
Income tax expense (benefit) increased by $4,943,054, or (1974.3)% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase was primarily driven by the increase in net income. Our effective income tax rate for the three months ended September 30, 2025 and three months September 30, 2024, was 39.9% and 4.5%, respectively.
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Income tax expense (benefit) | $ | 11,096,742 | $ | 2,680,855 | $ | 8,415,887 | 313.9 | % | |||||||||||||||
Income tax expense (benefit) increased by $8,415,887, or 313.9% for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase was primarily driven by the increase in net income. Our effective income tax rate for the nine months ended September 30, 2025 and for the nine months September 30, 2024, was 26.9% and (83.1)%, respectively.
Results of Operations—Segment Results
Asset Management
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 8,633,803 | $ | 116,386 | $ | 8,517,417 | 7318.2% | ||||||||||||||||
| Cost of revenue | 4,342,919 | 401,493 | 3,941,426 | 981.7% | |||||||||||||||||||
| Gross profit | $ | 4,290,884 | $ | (285,107) | $ | 4,575,991 | (1605.0)% | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Significant Accounting Policies and Recent Accounting Standards to the consolidated Interim Financial Statements.
Cost of revenue from our asset management segment increased by $3,941,426, or 981.7%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to retrocession fees related to the Longevity and ETF Funds.
The change of gross profit is a product of the change of revenue and cost of revenue.
Assets Under Management
| Three Months Ended September 30, 2025 | |||||||||||||||||
| Longevity Funds | ETF Funds | Total | |||||||||||||||
| BALANCE AS OF JUNE 30, 2025 | $ | 2,039,715,148 | $ | 825,918,569 | $ | 2,865,633,717 | |||||||||||
| Inflows | 70,954,376 | 31,136,698 | 102,091,074 | ||||||||||||||
| Outflows | (16,266,434) | (9,276,383) | (25,542,817) | ||||||||||||||
| Change in value | (50,478,898) | 14,836,935 | (35,641,963) | ||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2025 | $ | 2,043,924,192 | $ | 862,615,819 | $ | 2,906,540,011 | |||||||||||
The Company did not have assets under management until the fourth quarter of 2024.
Longevity Funds—The change in inflows are related to new subscriptions of approximately $71.0 million. The outflows are related to redemptions of approximately $16.3 million. The change in value was approximately $50.5 million is the result of realized and unrealized gains generated by the funds, net of operating expenses.
ETF Funds—The change in inflows are related to new subscriptions of approximately $31.1 million. The outflows are related to redemptions of approximately $9.3 million. The change in value of approximately $14.8 million is the result of realized and unrealized gains generated by the funds, net of operating expenses
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 25,168,756 | $ | 539,209 | $ | 24,629,547 | 4567.7% | ||||||||||||||||
| Cost of revenue | 10,132,030 | 932,556 | 9,199,474 | 986.5% | |||||||||||||||||||
| Gross profit | $ | 15,036,726 | $ | (393,347) | $ | 15,430,073 | (3922.8)% | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Significant Accounting Policies and Recent Accounting Standards to the consolidated Interim Financial Statements.
Cost of revenue from our asset management segment increased by $9,199,474, or 986.5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to retrocession fees related to the Longevity and ETF Funds.
The change of gross profit is a product of the change of revenue and cost of revenue.
Assets Under Management
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| Longevity Funds | ETF Funds | Total | |||||||||||||||
| BALANCE AS OF DECEMBER 31, 2024 | $ | 1,815,438,972 | $ | 778,641,321 | $ | 2,594,080,293 | |||||||||||
| Inflows | 329,071,928 | 139,234,258 | 468,306,186 | ||||||||||||||
| Outflows | (31,107,599) | (124,384,698) | (155,492,297) | ||||||||||||||
| Change in value | (69,479,109) | 69,124,938 | (354,171) | ||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2025 | $ | 2,043,924,192 | $ | 862,615,819 | $ | 2,906,540,011 | |||||||||||
The Company did not have assets under management until the fourth quarter of 2024.
Longevity Funds—The change in inflows are related to new subscriptions of approximately $329.1 million. The outflows are related to redemptions of approximately $31.1 million. The change in value of approximately $(69.5) million is the result of realized and unrealized gains generated by the funds, net of operating expenses.
ETF Funds—The change in inflows are related to new subscriptions of approximately $139.2 million. The outflows are related to redemptions of approximately $(124.4) million. The change in value of approximately $69.1 million is the result realized and unrealized gains generated by the funds, net of operating expenses.
Life Solutions
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 54,122,577 | $ | 28,032,105 | $ | 26,090,472 | 93.1% | ||||||||||||||||
| Cost of revenue | 2,538,939 | 1,786,488 | 752,451 | 42.1% | |||||||||||||||||||
| Gross profit | $ | 51,583,638 | $ | 26,245,617 | $ | 25,338,021 | 96.5% | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Significant Accounting Policies and Recent Accounting Standards.
Cost of revenue from our life solutions segment increased by $752,451, or 42.1% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, mainly due to an increase in compensation related expenses.
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The change of gross profit is a product of the change of revenue and cost of revenue.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 137,722,078 | $ | 78,172,568 | $ | 59,549,510 | 76.2% | ||||||||||||||||
| Cost of revenue | 8,950,343 | 6,719,856 | 2,230,487 | 33.2% | |||||||||||||||||||
| Gross profit | $ | 128,771,735 | $ | 71,452,712 | $ | 57,319,023 | 80.2% | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Significant Accounting Policies and Recent Accounting Standards to the consolidated Interim Financial Statements.
Cost of revenue from our life solutions segment increased by $2,230,487, or 33.2% for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, mainly due to an increase in compensation related expenses.
The change of gross profit is a product of the change of revenue and cost of revenue.
Technology Services
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 218,776 | $ | — | $ | 218,776 | NM | ||||||||||||||||
| Cost of revenue | 773,840 | — | 773,840 | NM | |||||||||||||||||||
| Gross loss | $ | (555,064) | $ | — | $ | (555,064) | NM | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Significant Accounting Policies and Recent Accounting Standards to the consolidated Interim Financial Statements.
Cost of revenue from our technology services segment increased by $773,840, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, mainly due to compensation related expenses. Our technology service revenue and related cost of revenue activity commenced in December 2024.
The change of gross loss is a product of the change of revenue and cost of revenue.
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 448,288 | $ | — | $ | 448,288 | NM | ||||||||||||||||
| Cost of revenue | 1,736,376 | — | 1,736,376 | NM | |||||||||||||||||||
| Gross loss | $ | (1,288,088) | $ | — | $ | (1,288,088) | NM | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Significant Accounting Policies and Recent Accounting Standards to the consolidated Interim Financial Statements.
Cost of revenue from our technology services segment increased by $1,736,376, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, mainly due to compensation
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related expenses. Our technology service revenue and related cost of revenue activity commenced in December 2024.
The change of gross loss is a product of the change of revenue and cost of revenue.
Non-GAAP Financial Measures and Key Business Metrics
The consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and are prepared in accordance with U.S. GAAP. We monitor key business metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions. We have presented the following non-GAAP measures, their most directly comparable GAAP measure, and key business metrics:
| Non-GAAP Measure | Comparable GAAP Measure | ||||
| Adjusted Net Income, Adjusted EPS | Net Income attributable to common stockholders and EPS | ||||
| Adjusted EBITDA | Net Income | ||||
Adjusted Net Income, Adjusted EPS, Adjusted EBITDA and Adjusted EBITDA Margin, are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, net income (loss) (for Adjusted EBITDA and Adjusted EBITDA Margin), net income (loss) attributable to common stockholders (for Adjusted Net Income) or earnings (loss) per share (for Adjusted EPS), which are considered to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing Company’s operating performance, these non-GAAP financial measures should not be considered in isolation or as substitutes for net income (loss), net income (loss) attributable to common stockholders, earnings (loss) per share or other consolidated statements of operations and comprehensive income (loss) data prepared in accordance with GAAP.
Adjusted Net Income is presented for the purpose of calculating Adjusted EPS. The Company defines Adjusted Net Income as net income (loss) attributable to common stockholders adjusted for non-controlling interest income, amortization, change in fair value of warrants, business acquisition costs, and non-cash stock-based compensation and the related tax effect. We believe that Adjusted Net Income provides an additional measure of operating performance that eliminates the impact of expenses that do not relate to business performance.
Adjusted EPS measures our per share earnings and is calculated as Adjusted Net Income divided by adjusted weighted-average shares outstanding. We believe that Adjusted EPS may be useful to investors because it enables them to better evaluate per share operating performance across reporting periods by eliminating the impact of expenses that do not relate to the Company’s business performance.
Adjusted Net Income and Adjusted EPS
The following table presents a reconciliation of Adjusted Net Income to the most comparable GAAP financial measure, net income (loss) attributable to common stockholders and Adjusted EPS to the most comparable GAAP financial measure, earnings per share, on a historical basis for the periods indicated below:
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| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
Gross | Estimated Tax [2] | Net | Gross | Estimated Tax [2] | Net | ||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | 7,075,348 | $ | — | $ | 7,075,348 | $ | (5,125,055) | $ | — | $ | (5,125,055) | |||||||||||
| Net income (loss) attributable to noncontrolling interests | — | — | — | (159,756) | — | (159,756) | |||||||||||||||||
| Amortization expense | 4,044,099 | (1,024,977) | 3,019,122 | 1,698,983 | (430,607) | 1,268,376 | |||||||||||||||||
| Stock-based compensation | 4,527,358 | (1,147,459) | 3,379,899 | 6,416,378 | (1,626,231) | 4,790,147 | |||||||||||||||||
| Allowance for credit losses | 622,788 | (157,846) | 464,942 | — | — | — | |||||||||||||||||
| Business acquisition and special legal costs | 5,941,429 | (1,505,855) | 4,435,574 | 1,948,118 | (493,751) | 1,454,367 | |||||||||||||||||
| Loss on change in fair value of warrant liability | 1,081,193 | (274,028) | 807,165 | 8,766,500 | (2,221,869) | 6,544,631 | |||||||||||||||||
Tax impact [1] | 315,928 | — | 315,928 | 1,174,328 | — | 1,174,328 | |||||||||||||||||
| ADJUSTED NET INCOME | $ | 23,608,143 | $ | (4,110,165) | $ | 19,497,978 | $ | 14,719,496 | $ | (4,772,458) | $ | 9,947,038 | |||||||||||
| WEIGHTED-AVERAGE STOCK OUTSTANDING—BASIC | 95,956,504 | 95,956,504 | 95,956,504 | 74,694,319 | 74,694,319 | 74,694,319 | |||||||||||||||||
| WEIGHTED-AVERAGE STOCK OUTSTANDING—DILUTED | 96,651,911 | 96,651,911 | 96,651,911 | 74,694,319 | 74,694,319 | 74,694,319 | |||||||||||||||||
| ADJUSTED EPS - BASIC | $ | 0.25 | $ | (0.04) | $ | 0.20 | $ | 0.20 | $ | (0.06) | $ | 0.13 | |||||||||||
| ADJUSTED EPS - DILUTED | $ | 0.24 | $ | (0.04) | $ | 0.20 | $ | 0.20 | $ | (0.06) | $ | 0.13 | |||||||||||
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Gross | Estimated Tax [2] | Net | Gross | Estimated Tax [2] | Net | ||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | 29,298,620 | $ | — | $ | 29,298,620 | $ | (5,703,817) | $ | — | $ | (5,703,817) | |||||||||||
| Net income (loss) attributable to noncontrolling interests | 786,683 | — | 786,683 | (204,716) | — | (204,716) | |||||||||||||||||
| Amortization expense | 13,345,240 | (3,382,351) | 9,962,889 | 5,072,125 | (1,285,530) | 3,786,595 | |||||||||||||||||
| Stock-based compensation | 10,369,582 | (2,628,171) | 7,741,411 | 18,675,208 | (4,733,231) | 13,941,977 | |||||||||||||||||
| Allowance for credit losses | 622,788 | (157,846) | 464,942 | — | — | — | |||||||||||||||||
| Business acquisition and special legal costs | 6,016,211 | (1,524,809) | 4,491,402 | 3,273,118 | (829,572) | 2,443,546 | |||||||||||||||||
| Loss on change in fair value of warrant liability | 1,704,193 | (431,928) | 1,272,265 | 8,487,040 | (2,151,040) | 6,336,000 | |||||||||||||||||
Tax impact [1] | 549,065 | — | 549,065 | 3,518,782 | — | 3,518,782 | |||||||||||||||||
| ADJUSTED NET INCOME | $ | 62,692,382 | $ | (8,125,105) | $ | 54,567,277 | $ | 33,117,740 | $ | (8,999,373) | $ | 24,118,367 | |||||||||||
| WEIGHTED-AVERAGE STOCK OUTSTANDING—BASIC | 95,612,432 | 95,612,432 | 95,612,432 | 66,984,401 | 66,984,401 | 66,984,401 | |||||||||||||||||
| WEIGHTED-AVERAGE STOCK OUTSTANDING—DILUTED | 96,962,810 | 96,962,810 | 96,962,810 | 66,984,401 | 66,984,401 | 66,984,401 | |||||||||||||||||
| ADJUSTED EPS - BASIC | $ | 0.65 | $ | (0.08) | $ | 0.57 | $ | 0.49 | $ | (0.13) | $ | 0.36 | |||||||||||
| ADJUSTED EPS - DILUTED | $ | 0.64 | $ | (0.08) | $ | 0.56 | $ | 0.49 | $ | (0.13) | $ | 0.36 | |||||||||||
[1] Tax impact represents the permanent difference in tax expense related to the restricted stock awards granted to certain executives due to IRC 162(m) limitations.
[2] The estimated tax is based on the net federal and state statutory rate.
Note: EPS totals may not add up due to rounding.
The change in adjusted net Income was primarily a result of the factors described in connection with operating revenues and operating expenses and the items listed above.
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Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is net income adjusted for depreciation expense, amortization, interest expense, income tax, business acquisition costs, non-cash expenses, and certain other items that in our judgment significantly impact the period-over-period assessment of performance and operating results that do not directly relate to business performance within the Company's control. These items may include payments made as part of the Company's expense support commitment, change in fair value of debt, change in fair value of warrant liability, S&P 500 options that were entered into as an economic hedge related to the debt (described as the realized and unrealized gain on equity securities, at fair value), non-cash stock based compensation, and other items. Adjusted EBITDA should not be determined as substitution for net income (loss), cash flows from operating, investing, and financing activities, operating income (loss), or other metrics prepared in accordance with U.S. GAAP.
We believe that Adjusted EBITDA assists investors in understanding the Company’s ongoing operating performance by presenting comparable financial results between periods. We believe that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes, and certain other charges that are variable from year to year. We believe that Adjusted EBITDA provides our investors with performance measures that reflect the impact to operations from trends in changes in revenue, policy values, and operating expenses that provides a perspective not immediately apparent from net income (loss) and operating income (loss). Adjusted EBITDA excludes items which we believe may cause short-term fluctuations in net income (loss) and operating income (loss) which we do not consider to be the primary drivers of the Company’s business.
The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most comparable GAAP financial measure, net income (loss), on a historical basis:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| NET INCOME (LOSS) | $ | 7,075,348 | $ | (5,284,811) | $ | 30,085,303 | $ | (5,908,533) | |||||||||||||||
| Depreciation and amortization expense | 4,400,082 | 1,745,279 | 14,342,711 | 5,177,785 | |||||||||||||||||||
| Income tax expense (benefit) | 4,692,686 | (250,368) | 11,096,742 | 2,680,855 | |||||||||||||||||||
| Interest expense | 9,738,472 | 4,218,314 | 28,108,947 | 12,417,946 | |||||||||||||||||||
| Other expense (income) | 629,127 | 9,832 | (2,044,521) | (132,610) | |||||||||||||||||||
| Interest income | (803,648) | (609,496) | (2,990,927) | (1,670,828) | |||||||||||||||||||
| Loss on change in fair value of warrant liability | 1,081,193 | 8,766,500 | 1,704,193 | 8,487,040 | |||||||||||||||||||
| Stock-based compensation | 4,527,358 | 6,416,378 | 10,369,582 | 18,675,208 | |||||||||||||||||||
| Allowance for credit losses | 622,788 | — | 622,788 | — | |||||||||||||||||||
| Business acquisition and special legal costs | 5,941,429 | 1,948,118 | 6,016,211 | 3,273,118 | |||||||||||||||||||
| Unrealized gain on equity securities, at fair value | — | (417,677) | — | (1,220,161) | |||||||||||||||||||
| Realized gain on equity securities, at fair value | — | — | — | (856,744) | |||||||||||||||||||
| Loss (gain) on change in fair value of debt | — | 124,237 | (3,362,103) | 4,036,327 | |||||||||||||||||||
| Adjusted EBITDA | $ | 37,904,835 | $ | 16,666,306 | $ | 93,948,926 | $ | 44,959,403 | |||||||||||||||
| TOTAL REVENUE | $ | 62,975,156 | $ | 28,148,491 | $ | 163,339,122 | $ | 78,711,777 | |||||||||||||||
| Adjusted EBITDA margin | 60.2% | 59.2% | 57.5% | 57.1% | |||||||||||||||||||
| Net income (loss) margin | 11.2% | (18.8)% | 18.4% | (7.5)% | |||||||||||||||||||
The change in adjusted EBITDA was primarily a result of the factors described in connection with operating revenues and operating expenses and the items listed above.
Pro Forma Non-GAAP Financial Measures and Segment Results
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| Non-GAAP Measure | Comparable GAAP Measure | ||||
| Pro Forma Adjusted Net Income, Pro Forma Adjusted EPS | Net Income (Loss) Attributable to Common Stockholders, EPS | ||||
| Pro Forma Adjusted EBITDA | Net Income (Loss) for Common Stockholders | ||||
Pro Forma Adjusted Net Income and Pro Forma Adjusted EPS
Refer to the Adjusted Net Income and Adjusted EPS section for the description of this measure and comparable GAAP measures. The three and nine months ended September 30, 2024 includes Carlisle’s historical information prior to the Carlisle Acquisition.
The following table presents a reconciliation of Pro Forma Adjusted Net Income to the most comparable GAAP financial measure, net income (loss) attributable to the Company and Pro Forma Adjusted EPS to the most comparable GAAP financial measure, earnings (loss) per share combined with Carlisle on a historical basis for the three and nine months ended September 30, 2024:
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Gross | Estimated Tax [2] | Net | Gross | Estimated Tax [2] | Net | ||||||||||||||||||
| PRO FORMA NET INCOME AVAILABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | 7,075,348 | $ | — | $ | 7,075,348 | $ | (5,885,847) | $ | — | $ | (5,885,847) | |||||||||||
| Net income (loss) attributable to noncontrolling interests | — | — | — | (159,756) | — | (159,756) | |||||||||||||||||
| Amortization expense | 4,044,099 | (1,024,977) | 3,019,122 | 1,941,679 | (492,119) | 1,449,560 | |||||||||||||||||
| Stock-based compensation | 4,527,358 | (1,147,459) | 3,379,899 | 6,416,378 | (1,626,231) | 4,790,147 | |||||||||||||||||
| Allowance for credit losses | 622,788 | (157,846) | 464,942 | — | — | — | |||||||||||||||||
| Business acquisition and special legal costs | 5,941,429 | (1,505,855) | 4,435,574 | 1,948,118 | (493,751) | 1,454,367 | |||||||||||||||||
| Loss on change in fair value of warrant liability | 1,081,193 | (274,028) | 807,165 | 8,766,500 | (2,221,869) | 6,544,631 | |||||||||||||||||
Tax impact [1] | 315,928 | — | 315,928 | 1,174,328 | — | 1,174,328 | |||||||||||||||||
| PRO FORMA ADJUSTED NET INCOME | $ | 23,608,143 | $ | (4,110,165) | $ | 19,497,978 | $ | 14,201,400 | $ | (4,833,970) | $ | 9,367,430 | |||||||||||
| PRO FORMA WEIGHTED-AVERAGE STOCK OUTSTANDING—BASIC | 95,956,504 | 95,956,504 | 95,956,504 | 83,908,054 | 83,908,054 | 83,908,054 | |||||||||||||||||
| PRO FORMA WEIGHTED-AVERAGE STOCK OUTSTANDING—DILUTED | 96,651,911 | 96,651,911 | 96,651,911 | 83,908,054 | 83,908,054 | 83,908,054 | |||||||||||||||||
| PRO FORMA ADJUSTED EPS—BASIC | $ | 0.25 | $ | (0.04) | $ | 0.20 | $ | 0.17 | $ | (0.06) | $ | 0.11 | |||||||||||
| PRO FORMA ADJUSTED EPS—DILUTED | $ | 0.24 | $ | (0.04) | $ | 0.20 | $ | 0.17 | $ | (0.06) | $ | 0.11 | |||||||||||
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| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Gross | Estimated Tax [2] | Net | Gross | Estimated Tax [2] | Net | ||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | 29,298,620 | $ | — | $ | 29,298,620 | $ | (2,125,704) | $ | — | $ | (2,125,704) | |||||||||||
| Net income (loss) attributable to noncontrolling interests | 786,683 | — | 786,683 | (204,716) | — | (204,716) | |||||||||||||||||
| Amortization expense | 13,345,240 | (3,382,351) | 9,962,889 | 5,314,821 | (1,347,041) | 3,967,780 | |||||||||||||||||
| Stock-based compensation | 10,369,582 | (2,628,171) | 7,741,411 | 18,675,208 | (4,733,231) | 13,941,977 | |||||||||||||||||
| Allowance for credit losses | 622,788 | (157,846) | 464,942 | — | — | — | |||||||||||||||||
| Business acquisition and special legal costs | 6,016,211 | (1,524,809) | 4,491,402 | 3,273,118 | (829,572) | 2,443,546 | |||||||||||||||||
| Loss on change in fair value of warrant liability | 1,704,193 | (431,928) | 1,272,265 | 8,487,040 | (2,151,040) | 6,336,000 | |||||||||||||||||
Tax impact [1] | 549,065 | — | 549,065 | 3,518,782 | — | 3,518,782 | |||||||||||||||||
| PRO FORMA ADJUSTED NET INCOME | $ | 62,692,382 | $ | (8,125,105) | $ | 54,567,277 | $ | 36,938,549 | $ | (9,060,884) | $ | 27,877,665 | |||||||||||
| PRO FORMA WEIGHTED-AVERAGE STOCK OUTSTANDING—BASIC | 95,612,432 | 95,612,432 | 95,612,432 | 76,198,136 | 76,198,136 | 76,198,136 | |||||||||||||||||
| PRO FORMA WEIGHTED-AVERAGE STOCK OUTSTANDING—DILUTED | 96,962,810 | 96,962,810 | 96,962,810 | 76,198,136 | 76,198,136 | 76,198,136 | |||||||||||||||||
| PRO FORMA ADJUSTED EPS—BASIC | $ | 0.65 | $ | (0.08) | $ | 0.57 | $ | 0.48 | $ | (0.12) | $ | 0.37 | |||||||||||
| PRO FORMA ADJUSTED EPS—DILUTED | $ | 0.64 | $ | (0.08) | $ | 0.56 | $ | 0.48 | $ | (0.12) | $ | 0.37 | |||||||||||
[1] Tax impact represents the permanent difference in tax expense related to the restricted stock awards granted to certain executives due to IRC 162(m) limitations.
[2] The estimated tax is based on the net federal and state statutory rate.
Note: EPS totals may not add up due to rounding.
The pro forma change in adjusted net Income was primarily a result of the factors described in connection with non-pro forma operating revenues and operating expenses adjusted for $(760,792) and $3,578,113 pro forma Carlisle net income for the three and nine months ended September 30, 2024, respectively.
Pro Forma Adjusted EBITDA
Refer to the Adjusted EBITDA section for the description of this measure and comparable GAAP measures. The three and nine months ended September 30, 2024 combines Carlisle historical information prior to the Carlisle Acquisition.
The following table presents a reconciliation of Proforma Adjusted EBITDA and Proforma Adjusted EBITDA Margin to the most comparable GAAP financial measure, net income (loss) for common stockholders combined with Carlisle on a historical basis for the three and nine months ended September 30, 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| PRO FORMA NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | $ | 7,075,348 | $ | (6,045,603) | $ | 30,085,303 | $ | (2,330,420) | |||||||||||||||
| Depreciation and amortization expense | 4,400,082 | 1,987,975 | 14,342,711 | 5,420,481 | |||||||||||||||||||
| Income tax expense (benefit) | 4,692,686 | (650,267) | 11,096,742 | 2,803,760 | |||||||||||||||||||
| Interest expense | 9,738,472 | 4,218,314 | 28,108,947 | 12,421,893 | |||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Other expense (income) | 629,127 | 121,437 | (2,044,521) | (47,557) | |||||||||||||||||||
| Interest income | (803,648) | (609,496) | (2,990,927) | (1,830,636) | |||||||||||||||||||
| Loss on change in fair value of warrant liability | 1,081,193 | 8,766,500 | 1,704,193 | 8,487,040 | |||||||||||||||||||
| Stock-based compensation | 4,527,358 | 6,416,378 | 10,369,582 | 18,675,208 | |||||||||||||||||||
| Allowance for credit losses | 622,788 | — | 622,788 | — | |||||||||||||||||||
| Business acquisition and special legal costs | 5,941,429 | 1,948,118 | 6,016,211 | 3,273,118 | |||||||||||||||||||
| Unrealized gain on equity securities, at fair value | — | (417,677) | — | (1,331,166) | |||||||||||||||||||
| Realized gain on equity securities, at fair value | — | (4,955) | — | (865,891) | |||||||||||||||||||
| Loss (gain) on change in fair value of debt | — | 124,237 | (3,362,103) | 3,912,090 | |||||||||||||||||||
| PRO FORMA ADJUSTED EBITDA | $ | 37,904,835 | $ | 15,854,961 | $ | 93,948,926 | $ | 48,587,920 | |||||||||||||||
| PRO FORMA REVENUE | $ | 62,975,156 | $ | 34,883,727 | $ | 163,339,122 | $ | 92,310,512 | |||||||||||||||
| PRO FORMA ADJUSTED EBITDA MARGIN | 60.2% | 45.5% | 57.5% | 52.6% | |||||||||||||||||||
| PRO FORMA NET INCOME MARGIN | 11.2% | (17.3)% | 18.4% | (2.5)% | |||||||||||||||||||
The pro forma change in adjusted EBITDA was primarily a result of the non-pro forma factors described in connection with operating revenues and operating expenses and the items listed above adjusted for $(760,792) and $3,578,113 pro forma Carlisle net income for the three and nine months ended September 30, 2024, respectively.
Pro Forma Segment Revenue
The table below summarizes the combined results of operations for the Company and Carlisle in connection with the Carlisle Acquisition as if the Companies were combined for the three and nine months ended September 30, 2024. The unaudited supplemental pro forma financial information related to the asset management segment as presented below is for illustrative purposes only and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | 8,633,803 | $ | 6,851,622 | $ | 25,168,756 | $ | 21,018,804 | |||||||||||||||
| Cost of revenue | 4,342,919 | 2,836,680 | 10,132,030 | 7,729,128 | |||||||||||||||||||
| Gross profit | $ | 4,290,884 | $ | 4,014,942 | $ | 15,036,726 | $ | 13,289,676 | |||||||||||||||
Key Business Metrics
We monitor the following key business metrics:
•Revenue generated from life policies: (i) policies sold, matured, and bought, (ii) realized gains, (iii) revenues from maturities, and (iv) net death benefit value of policies held. The number of policies sold and purchased helps us measure the level of trading activity for the period that leads to realized and unrealized gains, respectively. Realized gains on sold policies and revenues from maturities is used to measure our profit optimization. The net death benefit of policies represents the maximum potential maturity revenue realization on policies held.
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•Asset management revenue: (i) assets under management also referred to as the net asset value of funds (“AUM” or “NAV”). AUM drives management fees and performance fees generated by the Company.
•Servicing revenue: (i) number of policies serviced, (ii) face value of policies serviced, and (iii) total invested dollars. Servicing revenue involves the provision of services for maintaining the policy, managing processing of claims in the event of death of the insured, and ensuring timely payment of optimized premiums computed to derive maximum return on maturity of the policy. The number of policies and the face value of policies serviced represents the volume and dollar face value of policies over which the above services are performed. Total invested dollars represent the acquisition cost plus premiums paid for serviced policies and is used to determine servicing fees.
•Origination revenue: Origination revenues represent fees negotiated for each purchase and sale of a policy with an investor. The number of policy originations (i) represents the volume of policies over which the above origination services are performed. The number of policy originations directly correlates with origination revenues allowing management to evaluate fees earned upon each transaction.
Information regarding policies accounted for under the fair value method is as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Fair Value Method: | |||||||||||||||||||||||
| Policies bought | 215 | 233 | (18) | (7.7)% | |||||||||||||||||||
| Policies bought from related parties | 46 | 21 | 25 | 119.0% | |||||||||||||||||||
| Policies sold | 282 | 148 | 134 | 90.5% | |||||||||||||||||||
| Policies sold to related parties | 198 | — | 198 | NM | |||||||||||||||||||
| Policies matured | 10 | 9 | 1 | 11.1% | |||||||||||||||||||
| Average realized gain on policies sold | 36.6% | 19.0% | |||||||||||||||||||||
| Number of external counter parties that purchased policies | 12 | 16 | (4) | (25.0)% | |||||||||||||||||||
| Total lifetime gains, net of lifetime premiums paid | $42,446,139 | $9,002,179 | $33,443,960 | 371.5% | |||||||||||||||||||
| Lifetime gains from maturities, net of lifetime premiums paid | $15,820,060 | $1,335,389 | $14,484,671 | 1084.7% | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Fair Value Method: | |||||||||||||||||||||||
| Policies bought | 636 | 595 | 41 | 6.9% | |||||||||||||||||||
| Policies bought from related parties | 67 | 127 | (60) | (47.2)% | |||||||||||||||||||
| Policies sold | 799 | 340 | 459 | 135.0% | |||||||||||||||||||
| Policies sold to related parties | 592 | — | 592 | NM | |||||||||||||||||||
| Policies matured | 30 | 14 | 16 | 114.3% | |||||||||||||||||||
| Average realized gain on policies sold | 30.2% | 20.2% | |||||||||||||||||||||
| Number of external counter parties that purchased policies | 23 | 21 | 2 | 9.5% | |||||||||||||||||||
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Total lifetime gains, net of lifetime premiums paid | $106,828,700 | $26,557,166 | $80,271,534 | 302.3% | |||||||||||||||||||
| Lifetime gains from maturities, net of lifetime premiums paid | $26,230,379 | $3,467,362 | $22,763,017 | 656.5% | |||||||||||||||||||
Note: Realized gains represent the difference between the sale price of life insurance policies or the net death benefit of matured life insurance policies, net of the original cost of the corresponding life settlement policy plus related lifetime continuing costs (e.g., premium costs) (together all costs associated with life insurance policies are “Lifetime Carrying Costs”). The average realized gain on policies sold represents realized gains as a percentage of related Lifetime Carrying Costs of sold life insurance policies. Refer to Note 19 Related-Party Transactions for additional information.
Information regarding policies accounted for under the investment method is as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Investment Method: | |||||||||||||||||||||||
| Policies bought | — | — | — | — | NM | ||||||||||||||||||
| Policies sold | 2 | 1 | 1 | — | 100.0% | ||||||||||||||||||
| Policies sold to related parties | 1 | — | 1 | — | NM | ||||||||||||||||||
| Policies matured | — | — | — | — | NM | ||||||||||||||||||
| Average realized gain on policies sold | 30.0% | 76.1% | |||||||||||||||||||||
| Number of external counter parties that purchased policies | 1 | 1 | — | — | —% | ||||||||||||||||||
| Total realized gains, net of lifetime premiums paid | $62,381 | $69,279 | $(6,898) | — | (10.0)% | ||||||||||||||||||
| Realized gains from maturities, net of lifetime premiums paid | $— | $— | — | — | NM | ||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Investment Method: | |||||||||||||||||||||||
| Policies bought | — | — | — | NM | |||||||||||||||||||
| Policies sold | 2 | 3 | (1) | (33.3)% | |||||||||||||||||||
| Policies sold to related parties | 1 | 0 | 1 | NM | |||||||||||||||||||
| Policies matured | — | 1 | (1) | (100.0)% | |||||||||||||||||||
| Average realized gain on policies sold | 30.0% | 19.2% | |||||||||||||||||||||
| Number of external counter parties that purchased policies | 1 | 2 | (1) | (50.0)% | |||||||||||||||||||
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Total realized gains, net of lifetime premiums paid | $62,381 | $297,378 | $(234,997) | (79.0)% | |||||||||||||||||||
| Realized gains from maturities, net of lifetime premiums paid | $— | $220,256 | $(220,256) | (100.0)% | |||||||||||||||||||
Note: Realized gains represent the difference between the sale price of life insurance policies or the net death benefit of matured life insurance policies, net of the original cost of the corresponding life settlement policy plus related lifetime continuing costs (e.g., premium costs) (together all costs associated with life insurance policies are “Lifetime Carrying Costs”). The average realized gain on policies sold represents realized gains as a percentage of related Lifetime Carrying Costs of sold life insurance policies.
Information regarding originations revenue, management fees, and servicing revenue is as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Average management fee on Longevity Funds | 1.37 | % | — | % | 1.37 | % | NM | ||||||||||||||||
| Average management fee on ETF Funds | 0.48 | % | — | % | 0.48 | % | NM | ||||||||||||||||
| Number of policy originations to external parties | 27 | 30 | (3) | (10.0)% | |||||||||||||||||||
| Number of policy originations to subsidiaries eliminated in consolidation | 145 | 135 | 10 | 7.4% | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Assets under management | $ | 2,906,540,011 | $ | — | $ | 2,906,540,011 | NM | ||||||||||||||||
| Average management fee on Longevity Funds | 1.43 | % | — | % | 1.43 | % | NM | ||||||||||||||||
| Average management fee on ETF Funds | 0.50 | % | — | % | 0.50 | % | NM | ||||||||||||||||
Number of policies serviced [1] | 3,199 | 1,210 | 1,989 | 164.4% | |||||||||||||||||||
Face value of policies serviced [1] | $ | 7,590,883,561 | $ | 2,306,003,622 | $ | 5,284,879,939 | 229.2% | ||||||||||||||||
Total invested dollars [1] | $ | 3,073,597,749 | $ | 682,483,526 | $ | 2,391,114,223 | 350.4% | ||||||||||||||||
| Number of policies serviced, related party | 2,205 | 128 | 2,077 | 1622.7% | |||||||||||||||||||
| Face value of policies serviced, related party | $ | 5,083,210,248 | $ | 194,916,425 | $ | 4,888,293,823 | 2507.9% | ||||||||||||||||
| Total invested dollars, related party | $ | 2,240,285,991 | $ | 41,995,372 | $ | 2,198,290,619 | 5234.6% | ||||||||||||||||
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Number of policy originations to external parties | 88 | 91 | (3) | (3.3)% | |||||||||||||||||||
| Number of policy originations to subsidiaries eliminated in consolidation | 457 | 329 | 128 | 38.9% | |||||||||||||||||||
[1] For the nine months ended September 30, 2025, LMA and LMA subsidiaries comprised 579 of the policies serviced, $1,152,418,475 face value of the policies serviced, and $359,183,851 of the total invested dollars. For the nine months ended September 30, 2024, LMA and LMA subsidiaries comprised 530 of the policies serviced, $974,986,831 face value of the policies serviced, and $221,368,597 of the total invested dollars. All servicing revenues related to LMA or LMA subsidiaries are eliminated in consolidation.
Liquidity and Capital Resources
The Company finances its operations primarily through cash generated from operations and net proceeds from debt or equity financing. The Company actively manages its working capital and the associated cash requirements when servicing and originating policies while also effectively utilizing cash and other sources of liquidity to purchase additional life settlement policies. As of September 30, 2025 and December 31, 2024, our principal source of liquidity was cash and cash equivalents totaling $86,418,953 and $131,944,282, respectively.
Our future capital requirements will depend on many factors, including our revenue growth rate. The Company. may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, and technologies. The Company may seek additional equity or debt financing.
In December 2023, April 2025, and June 2025, the Company’s Board of Directors approved a $15,000,000, $15,000,000, and $20,000,000 repurchase plans, respectively, that will expire in December 2026. As of September 30, 2025, $— remains available for repurchases under the approved plan. Refer to Note 15, Convertible Preferred Stock and Stockholders’ Equity, to the Interim Financial Statements for additional information.
Refer to Note 13 Fair Value Measurements and Note 15 Convertible Preferred Stock and Stockholders’ Equity for disclosures related to the Company’s conversion of all Private Placement Warrants and Public Warrants in a non-cash exchange for the Company’s common stock, respectively.
We believe that our current cash and cash equivalents as well as cash generated from operations will be sufficient to support our operating and debt service needs for the 12 months following the filing of this Quarterly Report on From 10-Q.
Cash Flows from our Operations
The following table summarizes our cash flows for the periods presented:
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Net cash used in operating activities | $ | (18,240,847) | $ | (116,827,478) | $ | 98,586,631 | |||||||||||
| Net cash used in investing activities | (13,979,145) | (1,167,166) | (12,811,979) | ||||||||||||||
| Net cash (used in) provided by financing activities | (13,305,337) | 111,815,591 | (125,120,928) | ||||||||||||||
| Net change in cash and cash equivalents | $ | (45,525,329) | $ | (6,179,053) | $ | (39,346,276) | |||||||||||
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Operating Activities
During the nine months ended September 30, 2025, our operating activities used $(18,240,847) of net cash compared to $(116,827,478) of net cash used from operating activities during the nine months ended September 30, 2024. The increase of $98,586,631 in net cash provided from operating activities was primarily due to $89,472,306 increase in net life settlement sales.
Investing Activities
During the nine months ended September 30, 2025, investing activities used $(13,979,145) of net cash compared to $(1,167,166) net cash used during the nine months ended September 30, 2024. The increase of $(12,811,979) in net cash used in investing activities was primarily related to $(7,000,000) the issuance of a note receivable.
Financing Activities
During the nine months ended September 30, 2025, financing activities used $(13,305,337) of net cash compared to $111,815,591 of net cash provided during the nine months ended September 30, 2024. The increase of $(125,120,928) in net cash used by financing activities is primarily due to $(86,114,424) decrease in net proceeds received from our follow-on stock issuances that did not reoccur, $(27,501,830) increase in share repurchases, $(6,852,207) decrease in cash received from public warrant conversions that did not reoccur, and $(5,723,665) net decrease in long-term debt.
Contractual Obligations and Commitments
Refer to the following notes in our Interim Financial Statements for a list of contractual obligations and commitments:
•Note 12 Commitments and Contingencies for a list of commitments and contingencies.
•Note 14 Long-Term Debt for a list of outstanding debt, related interest rates, and maturity dates.
•Note 20 Leases for our outstanding lease obligations.
Critical Accounting Policies and Estimates
The Company prepared its consolidated financial statements in accordance with GAAP. Our preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and related disclosures at the date of the financial statements, as well as revenue and expense recorded during the reporting periods. The Company evaluates its estimates and judgments on an ongoing basis. The Company bases its estimates on historical experience and or other relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ materially from management’s estimates. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our most recent Annual Report on Form 10-K. Since the date of our most recent Annual Report on Form 10-K, there have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them other than any new policies described in Note 2, Summary of Significant Accounting Policies and Recent Accounting Standards, to our condensed notes to consolidated financial statements.
Recent Accounting Pronouncements
See Note 2 Summary of Significant Accounting Policies and Recent Accounting Standards to the consolidated Interim Financial Statements for a discussion of recently issued accounting pronouncements, including information on new accounting standards and the future adoption of such standards.
*****
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) or Rule 15d-15(b) promulgated by the SEC under the Securities Exchange Act of 1934, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
*****
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time the Company is involved in various civil actions as part of its normal course of business. The Company is not a party to any litigation that is material to ongoing operations as defined in Item 103 of Regulation S-K as of the period ended September 30, 2025.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our 2024 Annual Report on Form 10-K filed with the SEC on March 28, 2024. As of the date of this Report, there have been no material changes to the risk factors disclosed in our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 other than what is disclosed below.
Risks Related to the Business and Regulatory Matters
The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, resulting in people living longer in the future, which could result in a lower return on the Company’s life settlement policies.
Prices for life insurance policies and annuities that may be obtained by the Company depend, in large measure, upon the life expectancy of the underlying insureds. To date the Company has not acquired annuities. The Company will disclose material annuity balances and activities in the consolidated financial statements. The returns of the Company’s hold portfolio is almost entirely dependent upon how accurate the actual longevity of an insured is as compared to the Company’s expectation for that insured. Life expectancies are estimates of the expected longevity or mortality of an insured. In determining the life expectancy of an insured, the Company relies on medical underwriting conducted by various medical underwriting firms. The medical underwriting process underlying life expectancy estimates is highly subjective, and mortality and longevity estimates are inherently uncertain. In addition, there can be no assurance that the applicable medical underwriting firm received accurate or complete information regarding the health of an insured under a life insurance policy, or that such insured’s health has not changed since the information was received. Different medical underwriting firms use different methods and may arrive at materially different mortality estimates for the same individual based on the same information, thus causing a life insurance policy’s value to vary. Moreover, as methods of calculating mortality estimates change over time, a mortality estimate prepared by any medical underwriting firm in connection with the acquisition of a life insurance policy may be different from a mortality estimate prepared by the same person at a later time. The valuation of the life insurance policies will vary depending on the dates of the related mortality estimates and the medical underwriting firms that provide the supporting information.
Other factors, including, but not limited to, better access to health care, better adherence to treatment plans, improved nutritional habits, improved lifestyle, an improved economic environment and a higher standard of living could also lead to increases in the longevity of the insureds under the life insurance policies. In addition to other factors affecting the accuracy of life expectancy estimates, improvements in medicine, disease treatment, pharmaceuticals and other medical and health services may enable insureds to live longer.
The actual longevity of an insured may be materially different than the predicted mortality estimate. If the actual maturity date of life insurance policies are longer than projected, it would delay when the Company could expect to receive a return on its investment and the Company may be unable to meet its investment objectives and goals. For example, a term life insurance policy in which the Company may invest have a stated expiration date on the date at which the underlying insured reaches a certain attained age and, beyond such date, the issuing insurance company may not be obligated to pay the face value, but rather only the cash surrender value which is usually maintained at a low value by investors, if any, in accordance with the terms of such life insurance policy. Therefore, if the underlying insured survives to the stated maturity date set forth in the terms of the life insurance policy, the issuing insurance company may only be obligated to pay an amount substantially less than the face value, which could have an adverse effect on the performance of the Company.
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The medical underwriting and other firms that provide information for the Company’s forecasts of life expectancies are generally not regulated by the U.S. federal or state governments, with the exception of the states of Florida and Texas, which require life expectancy providers to register with their respective offices of insurance regulation. There can be no assurance that this business will not become more broadly regulated and, if so, that any such regulation would not have a material adverse effect on the ability of the Company to establish appropriate life expectancies in connection with the purchase or sale of policies.
The Company utilizes a multitude of inputs including historical realized gains on life insurance policies sold, quarterly lookback analysis, risk score, risk-based discount rate and life expectancies to determine the fair value of the policies it holds. The Company uses life expectancy reports from six different life expectancy entities including life expectancy reports generated by Lapetus Solutions, Inc. (“Lapetus”), in which the Company holds a minority ownership interest representing less than a 5% equity stake on a fully diluted basis. The Company’s Chief Executive Officer previously held an advisory board position at Lapetus, where his role was strictly limited to an uncompensated advisory position rather than a contractor role or service on the board of directors of Lapetus. The Company’s Chief Executive Officer resigned from his advisory board position with Lapetus effective on May 16, 2024. For the six months ended June 30, 2025, Lapetus represented 34% of expectancy reports purchased. The Company will not be purchasing any additional expense reports from Lapetus going forward as Lapetus announced shutdown on August 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered sales of equity securities
On August 18, 2025, the Company issued approximately 254,000 shares of its common stock valued at $6.35 as additional consideration for the Carlisle Acquisition. The issuance of the common stock to the Carlisle sellers was completed in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering. Refer to Note 3 Business Combinations to the consolidated Interim Financial Statements for additional information.
Purchases of equity securities by the issuer
See Note 15 Convertible Preferred Stock and Stockholders’ Equity to the consolidated Interim Financial Statements for further discussion of our stock repurchase program and repurchases made during the six months ended September 30, 2025.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
During the quarter ended September 30, 2025, none of the Company’s officers or directors (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted terminated
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Exhibit Number | Description | |||||||
| 2.1 | ||||||||
| 2.2 | ||||||||
| 2.3 | ||||||||
| 2.4 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
4.10 | ||||||||
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| Exhibit Number | Description | |||||||
4.11 | Certificate of Designations of Abacus Global Management, Inc., designating the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, incorporated by reference from the Company’s Form 8-K filed March 24, 2025. | |||||||
4.12 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 10.9 | ||||||||
| 10.10 | ||||||||
| 10.11 | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 10.15 | ||||||||
| 10.16 | ||||||||
| 10.17 | ||||||||
10.18 | ||||||||
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| Exhibit Number | Description | |||||||
10.19 | ||||||||
10.20 | ||||||||
10.21 | ||||||||
| 10.22 | ||||||||
| 14.1 | ||||||||
| 19.1 | ||||||||
21.1* | ||||||||
31.1* | ||||||||
31.2* | ||||||||
32.1** | ||||||||
32.2** | ||||||||
| 97.1 | ||||||||
101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
101.SCH* | XBRL Taxonomy Extension Schema Document. | |||||||
101.CAL* | XBRL Taxonomy Calculation Linkbase Document. | |||||||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
101.LAB* | XBRL Taxonomy Label Linkbase Document. | |||||||
101.PRE* | XBRL Taxonomy Presentation Linkbase Document. | |||||||
104* | ||||||||
* Filed herewith | ||||||||
| ** Furnished herewith | ||||||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ABACUS GLOBAL MANAGEMENT, INC. | |||||
| By: | /s/ Jay Jackson | ||||
| Jay Jackson | |||||
| Chairman of the Board, | |||||
| President and Chief Executive Officer | |||||
Date: November 7, 2025
| By: | /s/ William McCauley | ||||
| William McCauley | |||||
| Chief Financial Officer | |||||
| (Principal Accounting and Financial Officer) | |||||
Date: November 7, 2025
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