ABX 10-K & 10-Q changes, risk factors and insider trading
Abacus Global Management, Inc. (also ABXL) · NYSE · Investment Advice · CIK 1814287 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to the Regulatory and Legal Environment”
New heading “Outstanding and future indebtedness could adversely affect the Company’s financial and operational flexibility.”
New heading “Events and circumstances outside of the Company’s control may disrupt the ability of the Company and its providers to originate life settlement policies, or to generate such policies on acceptable terms, which could have a material adverse impact on the Company’s financial position.”
New heading “Risks related to the Regulatory and Legal Environment”
New heading “Life settlements in which we invest are not currently regulated under the federal securities laws, but if deemed to be securities would require further compliance with federal and state securities laws, which could result in significant additional regulatory burdens on the Company, and limit the Company’s investments, which would materially impact the Company’s ability to conduct its business.”
New heading “The Company could in the future be required to register as an investment company under the Investment Company Act or could have to substantively change its business model to fit within an applicable exemption from such registration requirement.”
New heading “Changes in tax laws or regulations or their interpretation could negatively impact our cash flows and results of operations.”
Removed heading “Risks Related to our Recent Acquisitions”
Removed heading “Risks Related to the Business and Regulatory Matters”
Removed heading “Life settlements in which we invest are not currently regulated under the federal securities laws, but if deemed to be securities would require further compliance with federal and state securities laws, which could result in significant additional regulatory burdens on the Company, and limit the Company’s investments, which could have an adverse impact on the Company’s business and results of operations.”
Removed heading “The Company could in the future be required to register as an investment company under the Investment Company Act or could have to substantively change its business model in order to fit within an applicable exemption from such registration requirement.”
Removed heading “There is currently no direct legal authority regarding the proper federal tax treatment of life settlements and potential future rulings from the IRS may have significant tax consequences on the Company.”
Removed heading “The Company may become subject to intellectual property disputes, which are costly and may subject the Company to significant liability and increased costs of doing business.”
Removed heading “Pandemics, along with rising interest rates and inflation, may disrupt the ability of the Company and its providers to originate life settlement policies which could have a material adverse impact on the Company’s financial position.”
Removed heading “We are an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make our securities less attractive to investors.”
Removed heading “Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses and lead to errors in our financial reporting, which could adversely affect our business as a public company.”
Removed heading “Changes in tax regulations or their interpretation could negatively impact our cash flows and results of operations.”
Removed heading “Risks Related to our Recent Acquisitions”
Removed heading “The Company may not realize the anticipated benefits of the Carlisle Acquisition and the FCF Acquisition, which may adversely affect the Company’s business results and negatively impact the value of the Company’s Common Stock.”
Removed heading “Any disruption to Carlisle Management’s distribution channels may cause the Company’s AUM, revenue and earnings to decline.”
Removed heading “Upon the expiration of the lockup agreements entered into by the Carlisle sellers, the Company, our directors, executive officers and holders of 5% or more of our Common Stock, as applicable, a substantial number of shares of Common Stock will be eligible for resale into the public market, a portion of which shares are being offered in this prospectus.”
Removed heading “Future sales of our Common Stock, or the perception that such future sales may occur, may cause our stock price to decline.”
Removed heading “We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on your investment may be limited to increases in the market price of our Common Stock.”
Removed heading “Risks Related to our Debt”
Removed heading “Our outstanding and any future indebtedness could adversely affect our financial and operational flexibility.”
Largest changes
“Events outside the Company’s control, particular events of national or international concern that effect national and international macroeconomic trends can have, and in the past have had, negative impacts on our business and results of operations. …”see in full comparison
“If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we may not detect errors in a timely fashion, our consolidated financial statements could be misstated, we could be subject to regulatory scrutiny and a loss of confidence by stakeholders, which could harm our business and adversely affect the market price of our common stock. …”see in full comparison
“Pandemics, along with rising interest rates and inflation, may disrupt the ability of the Company and its providers to originate life settlement policies which could have a material adverse impact on the Company’s financial position.”see in full comparison
“The Credit Agreement subjects the Company to restrictive covenants that could affect its financial and operational flexibility. Any breach or failure to comply with any of these covenants could result in a default under the credit agreement. In addition, the Senior Secured Credit Facility matures in 2030. The Company may not be able to refinance this debt on favorable terms or at all at maturity.”see in full comparison
“Our Credit Agreement subjects us to restrictive covenants that could affect our financial and operational flexibility. Our breach or failure to comply with any of these covenants could result in a default under our credit agreement. In addition, our Senior Secured Credit Facility matures in 2030. We may not be able to refinance this debt on favorable terms or at all at maturity.”see in full comparison
“Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses and lead to errors in our financial reporting, which could adversely affect our business as a public company.”see in full comparison
Full comparison: every changed paragraph (186)
The following discussion of "“Risk Factors"” identifies factors that maywe believe could adversely affect our business, operations, financial condition or future performance.performance and trading in our securities. This information should be read in conjunction with "“Management’s Discussion and Analysis of Financial Condition and Result of Operations"” and the consolidated financial statements and related notes. The following discussion of risks is not all-inclusive but is designed to highlight what we believe are the material factors to consider when evaluating our business and expectations. References to past events and risks are provided as examples only and are not intended to be a complete listing or representation as to whether any such risk factor presented has occurred in the past or the likelihood of it occurring in the future. These factors could cause our future results to differ materially from our historical results and from expectations reflected in forward-looking statements.
Risks Related to theour Business and Regulatory Matters
•The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, or from improvements in health care treatments, resulting infrom people living longer in the future, which could result in a lower return on the Company’s life settlement policies.
•Historically, there has been a negative public perception of the life settlement industry that could affect the value and/or liquidity of the Company’s investments and the life settlement industry faces political opposition from life insurance companies which could have a material adverse effect on the Company’s business.companies.
•The CompanyCompany, or third parties theon Companywhich reliesit uponrelies, could fail to accurately evaluate, acquire, maintain, track, or collect on life settlement policies, which could have a material adverse impact on the Company’s revenues.
•There is a risk of fraud in the origination of the original life insurance policy or in subsequent sales of the life insurance policy that could adversely affect the Company’s investment returns which could have a material adverse impact on the Company’s business.
•Life settlements in which we invest are not currently regulated under the federal securities laws, but if deemed to be securities would require further compliance with federal and state securities laws, which could result in significant additional regulatory burdens on the Company, and limit the Company’s investments, which could have an adverse impact on the Company’s business and results of operations.
•Life settlements in which we invest are not currently regulated under the federal securities laws, but if deemed to be securities would require further compliance with federal and state securities laws, which could result in significant additional regulatory burdens on the Company, and limit the Company’s investments, which could have an adverse impact on the Company’s business and results of operations.
•The Company could in the future be required to register as an investment company under the Investment Company Act or could have to substantively change its business model in order to fit within an applicable exemption from such registration requirement.
•The life insurance company that has issued a life insurance policy we own may increase the cost of insurance premiums, which would adversely affect the Company’s investment returns.
•The Company may not be able to liquidate its life insurance policies, which could have a material adverse effect on the Company’s business.
•The Company bears the credit risk associated with life insurance companies and may not be able to realize the full value of insurance company payouts on life insurance policies we own when they mature, which could have a material adverse effect on the Company’s profits.
•The Company’s success depends on the services of its experienced management and talented employees. If the Company is unable to retain management and/or key employees, its ability to compete could be harmed.
•Outstanding and future indebtedness could adversely affect the Company’s financial and operational flexibility.
•The Company’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. A failure to raise capital when needed could harm the Company’s business, operating results and financial condition. Debt issued to raise additional capital may reduce the cash flow available to make required payments with respect to the notes and affect our ability to execute our investment strategy or impact the value of the Company’s investments.
•The Company’s use of different estimates and assumptions in the application of its accounting policies could result in material changes to its reported financial condition and results of operations, and changes in accounting standards or their interpretation could significantly impact its reported results of operations.
•The Company’s international operations pose additional risks that may adversely impact our financial results and operations.
•Because a portion of the Company’s business is conducted in currency other than U.S. dollar, the Company has foreign currency risk.
•Events and circumstances outside of the Company’s control may disrupt the ability of the Company and its providers to originate life settlement policies, or to generate such policies on acceptable terms, which could have a material adverse impact on the Company’s financial position.
Risks Related to the Regulatory and Legal Environment
•Life settlements in which we invest are not currently regulated under the federal securities laws, but if deemed to be securities would require further compliance with federal and state securities laws, which could result in significant additional regulatory burdens on the Company, and limit the Company’s investments, which would materially impact the Company’s ability to conduct its business.
•The Company may be subject to certain U.S. state securities laws, and failure to comply with applicable requirements may result in fines, sanctions and rescission of purchase or sale transactions.
•The Company could in the future be required to register as an investment company under the Investment Company Act or could have to substantively change its business model to fit within an applicable exemption from such registration requirement.
•Changes in tax laws or regulations or their interpretation could negatively impact our cash flows and results of operations.
•There is currently no direct legal authority regarding the proper federal tax treatment of life settlements and potential future rulings from the IRS may have significant tax consequences on the Company.
•The originating life insurance company may increase the cost of insurance premiums, which would adversely affect the Company’s returns.
•The Company may not be able to liquidate its life insurance policies which could have a material adverse effect on the Company’s business.
•The Company assumes the credit risk associated with life insurance companies and may not be able to realize the full value of insurance company payouts which could have a material adverse effect on the Company’s profits.
•The Company’s success is dependent upon the services of its experienced management and talented employees. If the Company is unable to retain management and/or key employees, its ability to compete could be harmed.
•The Company may become subject to intellectual property disputes, which are costly and may subject the Company to significant liability and increased costs of doing business.
•Pandemics, along with rising interest rates and inflation, may disrupt the ability of the Company and its providers to originate life settlement policies which could have a material adverse impact on the Company’s financial position.
•Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses and lead to errors in our financial reporting, which could adversely affect our business as a public company.
•Our ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. Our failure to raise capital when needed could harm our business, operating results and financial condition. Debt issued to raise additional capital may reduce the cash flow available to make required payments with respect to the notes and affect our ability to execute our investment strategy or impact the value of our investments.
•Because a portion of our business is conducted in currency other than U.S. dollar, we have significant foreign currency risk.
•We are an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make our securities less attractive to investors.
•Changes in tax regulations or their interpretation could negatively impact our cash flows and results of operations.
•Our use of different estimates and assumptions in the application of our accounting policies could result in material changes to our reported financial condition and results of operations, and changes in accounting standards or their interpretation could significantly impact our reported results of operations.
Risks Related to our Recent Acquisitions
•The Company may not realize the anticipated benefits of the Carlisle Acquisition and the FCF Acquisition, which may adversely affect the Company’s business results and negatively impact the value of the Company’s Common Stock.
•Our international operations pose additional risks that may adversely impact our financial results and operations.
•Any disruption to Carlisle Management’s distribution channels may cause the Company’s AUM, revenue and earnings to decline.
•Because a portion of our business is conducted in currency other than U.S. dollar, we have significant foreign currency risk.
•Upon the expiration of the lockup agreements entered into by the Carlisle sellers, the Company, our directors, executive officers and holders of 5% or more of our Common Stock, as applicable, a substantial number of shares of Common Stock will be eligible for resale into the public market, a portion of which shares are being offered in this prospectus.
•Our Board has broad discretion to issue additional securities, and in order to raise sufficient funds to expand our operations, we may have to issue securities at prices which may result in substantial dilution to our stockholders.
•Future sales of our Common Stock, or the perception that such future sales may occur, may cause our stock price to decline.
•We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on your investment may be limited to increases in the market price of our Common Stock.
Risks Related to our DebtBusiness
•Our outstanding and any future indebtedness could adversely affect our financial and operational flexibility.
Risks Related to the Business and Regulatory Matters
The valuation of life insurance policies involves inherent uncertainty (including, without limitation, the life expectancies of insureds and future increases in premium costs to keep the policies in force). The Company utilizes a multitude of inputs to determine the fair value of the policies it holds, which may include life expectancy reports generated by a company in which the Company holds a minority ownership interest.holds. The Company uses its own underwriting practices, origination protocols, and proprietary technology. There is no guarantee that the value determined with respect to a particular life settlement policy by the Company will represent the value that will be realized by the Company on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. In addition, there can be no guarantee that such valuation accurately reflects the current present value of such life insurance policy at its actual maturity. Uncertainties as to the valuation of life insurance policies held by the Company could require adjustments to reported net asset values and could have a material adverse impact on the Company’s business. Uncertainties as to the valuation may also result in the Company being less competitive in the market for originating new life settlement policies and could adversely affect the profits the Company realizes on life settlements purchased and sold.
The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, or from improvements in health care treatments, resulting infrom 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 investment returns ofon the policies held by the Company’s hold portfolio isdepends almost entirely dependent upon how accurateon the actual longevityaccuracy of an insured is as compared to the Company’s expectation for that insured.insured’s mortality when the Company purchases a life insurance policy, as well as during the period that the Company owns a life insurance policy. 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 medical treatment plans, improved health care treatments and access to health care, 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.
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.
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.regulatory authority. 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 life insurance policy secondary market has grown substantially in the past several years,years; however, asits tofuture whether and how it will continue to developdevelopment is uncertain. There are only a limited number of life insurance policies available in the market from time to time. There can be no assurance that the Company will be able to source life insurance policies on terms acceptable to the Company. As more investment funds flow into the life settlement market for acquiring life insurance policies, margins may be squeezed and the value of the collaterallife settlement assets may become comparatively more expensive to purchase or subject to greater competition on the purchase side. There can be no assurance that the Company will be able to source life insurance policies directly from insureds in the secondary market or that tertiary market life insurance policies will be available to the Company on satisfactory or competitive terms.terms that would be acceptable to it.
The supply of life insurance policies available in the life settlement market may be reduced by, among other things: (i) improvement in the economy, resulting in higher investment returns to insureds and other owners of life insurance policies from their investment portfolios; (ii) improvements in health insurance coverage, limiting the need of insureds to obtain funds to pay the cost of their medical treatment by selling their life insurance policies; (iii) the entry into the market of less reputable third-party brokers who submit inaccurate or false life insurance policy information to the Company; (iv) the establishment of new licensing requirements for market participants and a delay in complying or an inability to comply with such new requirements; or (v) refusal of the carrier that issued a life insurance policy to consent to its transfer. A change in the availability of life insurance policies in the life settlement market could adversely affect the Company’s ability to execute its strategy and meet its objectives.
LifeSome life insurance companies have begun offering to repurchase their own in-force life insurance policies from their current policyholders by offering “enhanced cash surrender value payments” above the amount of the net cash surrender value provided under the life insurance contracts’ terms and thus compete directly with the Company and other life settlement providers. The life settlements industry has challenged the legal validity of the life insurance companies’ actions, and some state insurance regulators have declared that these repurchase offers are unlawful while other state insurance regulators have approved them. To the extent that life insurance companies can seek to repurchase their own in-force life insurance policies, they present competition to the Company in acquiring policies.
In addition, the Company is subject to significant competition from other life settlement brokersproviders and investment funds for the purchase of life settlement policies. Increased competition for life settlement policies may result in the Company being unable to access the number and quality of life settlement policies that it desires for its business at prices that it deems acceptable.
Management's Discussion & Analysis (MD&A)
New heading “The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section27A of the Securities Act, and Section 21E of the”
New heading “Results of Operations for Years Ended December 31, 2025 and December 31, 2024”
New heading “Cost of Revenues (Excluding Depreciation and Amortization) and Gross Profit”
New heading “Realized Loss (Gain) on Equity Securities, at Fair Value”
New heading “(Gain) Loss on Change in Fair Value of Debt”
New heading “Pro Forma Non-GAAP Financial Measures and Segment Results”
New heading “Key Business Metrics”
Removed heading “ABACUS GLOBAL MANAGEMENT, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”
Removed heading “Results of Operations”
Removed heading “Active management revenue”
Removed heading “Origination Revenue”
Removed heading “Portfolio servicing revenue”
Removed heading “Cost of Revenues (Including Stock-Based Compensation) and Gross Profit”
Removed heading “Loss on Change in Fair Value of Debt”
Removed heading “Portfolio Servicing”
Removed heading “Critical Accounting Policies and Estimates”
Removed heading “Stock Repurchase Program”
Removed heading “ABACUS SETTLEMENTS, LLC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”
Removed heading “The following discussion and analysis provide information that management believes is relevant to an assessment and understanding of Abacus Settlements, LLC’s financial condition and results of operations. This discussion should be read in conjunction with Abacus Settlements, LLC’s financial statements and related notes thereto that appear elsewhere in this Annual Report on Form 10-K.”
Removed heading “Our Business Model”
Removed heading “Key Factors Affecting Our Performance”
Removed heading “Opportunities in the Life Settlements Industry”
Removed heading “Macroeconomic Changes”
Removed heading “Components of Results of Operations”
Removed heading “Results of Operations”
Removed heading “Origination Revenue”
Removed heading “Related Party Revenue”
Removed heading “Cost of Revenue, Related Party Cost of Revenue, and Gross Margin”
Removed heading “Operating Expenses”
Removed heading “Other income (expense)”
Removed heading “Provision for Income Taxes”
Removed heading “Business Segments”
Removed heading “Key Business Metrics and Non-GAAP Financial Measures”
Removed heading “Liquidity and Capital Resources”
Removed heading “Operating Activities”
Removed heading “Investing Activities”
Removed heading “Financing Activities”
Removed heading “Contractual Obligations and Commitments”
Removed heading “Related Party Receivables”
Removed heading “Intangible Assets”
Removed heading “Revenue Recognition”
Removed heading “New Accounting Pronouncements”
Largest changes
“Valuation of Goodwill and Other Intangible Assets—including how the Company determines the fair value of goodwill and other intangible assets and reporting units, and how the Company determines when an impairment loss should be recorded. During the fourth quarter of 2024, we conducted our annual goodwill impairment test and did not record any impairment charges. The estimated fair values of our reporting units exceeded their carrying amounts at the date of their most recent estimated fair value determination. …”see in full comparison
“Valuation of Goodwill and Other Intangible Assets—including how the Company determines the fair value of goodwill and other intangible assets and reporting units, and how the Company determines when an impairment loss should be recorded. During the fourth quarter of 2025, we conducted our annual goodwill impairment test and did not record any impairment charges. The estimated fair values of our reporting units exceeded their carrying amounts at the date of their most recent estimated fair value determination. …”see in full comparison
“The following discussion and analysis provide information that management believes is relevant to an assessment and understanding of Abacus Settlements, LLC’s financial condition and results of operations. This discussion should be read in conjunction with Abacus Settlements, LLC’s financial statements and related notes thereto that appear elsewhere in this Annual Report on Form 10-K.”see in full comparison
“The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section27A of the Securities Act, and Section 21E of the”see in full comparison
“ABACUS GLOBAL MANAGEMENT, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”see in full comparison
Full comparison: every changed paragraph (253)
ABACUS GLOBAL MANAGEMENT, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides an analysis of the Company'sCompany’s financial condition, cash flows and results of operations from management'smanagement’s perspective and should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. Our objective is to provide discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations. This section of this Form 10-K generally discusses 20242025 and 20232024 items and year-to-year comparisons between 20242025 and 2023.2024.
The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section27A of the Securities Act, and Section 21E of the
The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section27A 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. 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,” and “Company” are intended to mean the business and operations of Abacus Global Management, Inc.
We are a 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, we leverage proprietary data analytics and decades of industry expertise to deliver innovative solutions that optimize financial outcomes for individuals and institutions worldwide. We serve as the originator and market maker of the assets we purchase and manage, providing a distinct advantage for consumers seeking to monetize insurance policies and for investors seeking to deploy capital. In a highly regulated and difficult-to-access insurance marketplace, we provide consumers with the maximum opportunity for their insurance assets and we also provide investors with a high-quality class of assets. For a further overview of our business, please see the discussion under the heading, “Item 1. Business,” in this Annual Report on Form 10-K.
The Company is a leading vertically integrated alternative asset manager and market maker, specializing in longevity and actuarial technology. The Company operates in fivethree reportable segments.segments: Life Solutions, Asset Management and Technology Services. Refer to “Item 1. Business” in this Annual Report on Form 10-K for further information on our business and operations.
Life Solutions
The Company, through its Longevity Market Assets, LLC (“LMA”) subsidiary, directly acquires life insurance policies in a mutual beneficial transaction for both us and the underlying insured. With meaningful support from our proprietary risk rating heat map, we consistently evaluate policies (at origination and throughout the lifecycle) to generate essentially uncorrelated risk adjusted returns. Additionally, we provide a range of services for owners of life settlement assets.
Upon acquiring a policy, we have the option to either (i) trade that policy to a third-party institutional investor (i.e., generating a spread on each trade) or (ii) hold that policy on our balance sheet until maturity (i.e., paying the premiums over time and receiving the final claim / payout). This process is predicated on driving the best economics for the Company and we categorize this revenue as “Trading” or “Active management revenue” in our “Active Management” reportable segment.
Additionally, the Company, through its LMA subsidiary, provides a wide range of services to owners and purchasers of life settlements assets (i.e., acquired policies). More specifically, the Company provides consulting, valuation, actuarial services, and perform administrative work involved in keeping a policy in force and at the premium level most advantageous to the owner. We have experience servicing a large number of policies for highly sophisticated institutions, including policies for large institutional life settlement funds. We generate revenue on these services by charging a base servicing fee of approximately 0.5% of total asset value of the portfolio or flat rate per policy. We categorize this revenue as “Servicing” or “Portfolio servicing revenue” in our “Portfolio Servicing” reportable segment.
The Company,Company throughis itsa Abacusleading Settlements,secondary-market LLCbuyer (“Abacusof Settlements”)life subsidiary,insurance originatespolicies in the United States and we directly acquire life insurance policies in transactions that mutually benefit both us and the underlying policyholders. We refer to our acquisition of life insurance policies, as our origination process, which is carried out according to our internally developed policies and guidelines. Through this origination process, the Company originate life insurance policy settlement contracts as a licensed life settlement provider on behalf of third-party institutional investors (“Financingand Entities”) anddirectly for theour Companybalance tosheet. investWe in the life settlement asset class. Specifically, the Company originatesoriginate policies through three primary origination channelschannels, (Agents,i) Brokers,agents and Direct-to-Consumersbrokers (“Clientii) Direct”))directly from life insurance policyholders, and Third-Party(iii) Intermediaries,third-party intermediaries. We generate fees on the policies we originate based on a percentage of the face value or death benefit of the acquired life insurance policies. Within this segment, we also generate revenues from portfolio management and portfolio servicing. The Company then screens themthese policies for eligibility by verifying that the policy is in force, obtaining consents and disclosures, and submitting cases for life expectancy estimates. This process is characterized as our origination services, which averages a fee of approximately 2% of the life insurance policy’s face value. WeWith categorizemeaningful thissupport revenue “Origination Revenue” infrom our “Originations”proprietary reportablerisk segment.rating heat map, we also continually evaluate policies to generate uncorrelated risk adjusted returns.
Upon acquiring a policy, we have the option to either (i) trade that policy to a third-party institutional investor or (ii) hold that policy on our balance sheet until maturity. This process is predicated on driving the best economics for the Company. For those policies that we trade, our portfolio management activities generate revenues based on spreads for traded life insurance policies, and for those life insurance policies held to maturity, though the realized returns on such policies. Such activities represent our portfolio management process. Additionally, we generate revenues based on a range of third-party portfolio servicing activities for third-party owners of life settlement assets, which generates revenue based on a percentage of the total asset value serviced.
Asset Management
Starting in December 2024, theThe Company’s acquiredCarlisle assetand managersFCF subsidiaries manage alternative investment funds and exchange-traded funds (“ETF”). The alternative investment funds primarily invest in insurance policy settlement contracts that cater to investors seeking risk-adjusted returns with low correlation to other asset classes. The ETFs primarily invest in equity securities using a suite of core and thematic free cash flow equity strategies and offers over 50 customizable free cash flow index strategies covering eight global equities allocation categories available in separately managed accounts. Asset Management fees are based on a percentage of total asset value under management. We also realize performance fees based on a percentage of returns over certain hurdle rates for the managed alternative investment funds. We categorize this revenue “Asset Management Fees” in our “Asset Management” reportable segment.
Technology Services
Starting in February 2024 with revenue beginning in December 2024, theThe Company, through its ABL Technologies,Intel, LLC (“ABL Tech”) subsidiary, usinguses its proprietary technology based on health and longevity data sets providesto provide services to pension funds, government agencies, insurance-related businesses, as well as other entities that benefit from real-time mortality verification, missing participant verification, and other services specific to the life insurance market. Technology Services fees are based on fixed annual contracts.contracts Wewith categorizeclients thisincluding revenuepension “Technologyplans, Serviceslife revenue”insurance incompanies, ourgovernmental “Technologyagencies, Services”and reportable segment.others.
Results of Operations for Years Ended December 31, 2025 and December 31, 2024
Results of Operations
Asset management revenueManagement
Asset management revenue increased by $30,231,743, or 836.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is mainly due to a full year of management fees of approximately $26.4 million, approximately $4.0 million, and approximately $1.2 million generated from the Carlisle Funds (related party), the ETF Funds, and the LP Funds (related party) respectively, compared to one month of management fees of approximately $2.4 million and approximately $0.4 million generated from the Carlisle Funds and the ETF Funds in 2024 due to the timing of the Carlisle Acquisition and FCF Acquisition (December 2, 2024). Refer to Note 3, Business Combinations and Note 19, Related-Party Transactions for additional information. The Company did not record significant performance fees during the year ended December 31, 2025. Refer to the Assets Under Management section below for the change in total assets managed and refer to the Key Business Metrics below for the average management fees charged.
Life Solutions
Life solutions revenue increased by $92,398,550 or 85.3% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is mainly due to an increase of $127,743,398 in realized gains, partially offset by $(4,499,783) decrease in unrealized gains, $(20,088,905) in premiums paid, and $(13,881,208) 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. Refer to Note 13, Fair Value Measures for additional information on the composition of revenue from life insurance policies. Insurance commissions revenue is new in 2025 due the Company acquiring NIB and AccuQuote. Refer to Note 3, Business Combinations for additional information.
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 million equity raise in November 2024, a $100 million debt facility acquired in December 2024, and a $50 million delayed draw financing in September 2025. The additional capital enabled the Company to acquire a larger portfolio of life insurance policies, with a substantial portion sold during the year ended December 31, 2025 to investors seeking uncorrelated assets. The average realized gain per policy sold also improved markedly, rising from 24.9% for the year ended December 31, 2024 to 32.5% for the year ended December 31, 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 the year ended December 31, 2025, the Company sold approximately 68% 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 December 31, 2025, the Company’s weighted average discount rate was 13%, 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 Financial Statements for additional information.
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”) 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.
Asset management revenue is new in 2024 and contributed $2,841,481 in revenue for the year ended December 31, 2024. The increase in asset management revenue is primarily due to the acquisition of two asset management companies at the beginning of December 2024.
Active management revenue
Total active management revenue increased by $41,623,984, or 68.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase in active management revenue was primarily attributable to an increase of $25,897,723 in unrealized gains on held policies accounted under the fair value method due to increase in held policies, $13,881,208 in fee-based revenue, $31,237,924 increase in total realized gains, and offset by $11,989,006 increase in premiums paid, and a decrease of $17,403,865 in trading activity related to policies accounted for under the investment method due to a shift to fair value method election for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The aggregate face value of policies accounted for using the investment method is $2,225,000 as of December 31, 2024, with a corresponding carrying value of $1,083,977. Additional information regarding policies accounted for under the investment method is as follows:
Aggregate face value of policies held at fair value is $1,295,788,355 as of December 31, 2024, with a corresponding fair value of $370,398,447. Additional information regarding policies accounted for under the fair value method is as follows:
Origination Revenue
Through the origination segment, the Company originates life insurance policy settlement contracts as a licensed life settlement provider on behalf of third-party institutional investors interested in investing in the life settlement asset class. Specifically, the Company originates policies through three primary origination channels (agents/financial advisors, direct-to-consumers, life settlement brokers and third-party intermediaries), screens them for eligibility by verifying that the policy is in force, obtaining consents and disclosures, and submitting cases for life expectancy estimates. The pricing for origination fees based on a percentage of the net death benefit of the policy serviced.
Origination Revenue increased by $1,253,247 or 29.8% from $4,203,900, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Origination Revenue increased due to having a full year worth of revenue in 2024 compared to 2023.
Portfolio servicing revenue
We enter into service agreements with the owners of life settlement contracts and are responsible for maintaining the policies, 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. We neither assume the ownership of the contracts nor undertake the responsibility to make the associated premium payments. The duties that we perform under these arrangements are considered a single performance obligation that is satisfied over time and revenue is recognized for services provided for the corresponding time period. We earn servicing revenue related to policy and administrative services on behalf of the life settlement policy owners as a percent of the net death benefit value.
Portfolio servicing revenue decreased by $230,005 or 23.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease in portfolio servicing revenue is primarily due to a decrease in policies serviced.
Technology services revenueServices
We enter into service agreements with pension funds, government agencies, insurance-related businesses, as well as other entities to provide real-time mortality verification, missing participant verification, and other services specific to the life insurance markets. The duties that we perform under these arrangements are considered a single performance obligation that is satisfied over time and revenue is recognized for services provided for the corresponding time period.
Technology services revenue is new in 2024 and contributed $33,628 in revenue for the year ended December 31, 2024.
Cost of Revenues (Including Stock-Based Compensation) and Gross Profit
Cost of revenues (excluding depreciation and amortization) primarily consists of servicing fees, commissions expense, escrow fees, servicing and active management payroll costs, stock-based compensation for active management and servicing employees, life expectancy fees, lead generation expenses, and active management consulting expenses.
Cost of revenues (including stock-based compensation) increased by $4,881,356 or 75.2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase in cost of revenues is primarily due to an increase of payroll expenses related to increased headcount, stock-based compensation expense, and increase of commissions for origination activity related to the increase in insurance policy purchase and trading activity.
GrossTechnology profitservices revenue increased by $40,640,979, or 67.8%,$683,557 for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The increase in gross profit is primarilymainly due totechnology anservice revenue activity having commenced in December 2024 and the increase incustomers activeand managementcorresponding revenues,lives offsettracked byincreasing anto increaseapproximately in2.8 costmillion lives as of revenues.December 31, 2025 compared to approximately 0.7 million lives tracked as of December 31, 2024.
Cost of Revenues (Excluding Depreciation and Amortization) and Gross Profit
Cost of revenues (including stock-based compensation) increased by $17,486,301, or 153.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase in cost of revenues is primarily due to $8,394,591 asset management retrocession fees, $7,207,612 increase related to compensation expenses, and $1,576,859 in origination commissions due to the growth in life policy activity (refer to the Key Business Metrics section below) and newly acquired businesses (refer to Note 3, Business Combinations for additional information). Refer to Note 2, Summary of Significant Accounting Policies for the composition of cost of revenues.
Gross profit increased by $105,827,549, or 105.2%, for the year ended December 31, 2025 compared to the year ended December 31, 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 and sold. Refer to the Results of Operations—Segment Results section for additional information.
Sales and marketing expenses primarily consist of advertising and marketing related expenses as well as payroll related expenses.
Sales and marketing expenses increased by $4,157,637,$5,518,869 or 84.8%,60.9%, for the year ended December 31, 2024,2025 compared to the year ended December 31, 2023.2024. The increase in sales and marketing expense was attributableprimarily related to an increase in television advertising costs relatedto support our life solutions growth strategy in addition to theour increaseacquired in life policy purchase activity and increase in related payroll expenses.businesses.
General and Administrative (Including Stock-Based Compensation), and OtherExpenses
General, administrative, and other primarily consists of payroll and stock-based compensation and benefits related costs associated with our finance, legal, human resources, information technology, and administrative functions. General, administrative and other costs also consist of third-party professional service fees for external legal, accounting and other consulting services, rent and lease charges, insurance costs, and software expense.
General, administrative,General and otheradministrative (including stock-based compensation) increased by $55,251,947,$6,062,453, or 208.6%,7.4%, for the year ended December 31, 2024,2025 compared to the year ended December 31, 2023.2024. The increase in general, administrative, and other expenses is primarily related to stock-basedincreases compensationin payroll expense of $31,404,419$14,331,899 mainly due to increase in staffing due to acquisitions, legal and professional fees of $13,530,739 incurred in connection with various projects, and other general and administrative expenses of $7,133,714, partially offset by decreases in non-cash stock-based compensation expense of $28,208,452 due to the early vesting of the CEO’s restricted stock,stock payrollin expensethe fourth quarter of $11,958,834, accounting and auditing fees of $2,966,488, legal and professional fees of $6,351,601, and an increase in other general and administrative expenses of $2,570,605 due to the increase in active management activity and business acquisitions.2024.
Depreciation and amortization expense consists primarily of depreciation on property and equipment purchased and leasehold improvements and amortization of intangible assets. The property at the Company currently consists of furniture, fixtures and leasehold improvements for the office and are not directly used to support the servicing or trading of life settlement policies. The intangible assets at the Company consist of customer relationships, internally developed and used technology, and non-compete agreements.
The increase of $4,500,230,$10,694,956, or 132.0%,135.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024 in depreciation and amortization expense is primarily related to the amortization of acquired businesses intangible assets.
Unrealized and Realized Loss (Gain) on InvestmentsEquity Securities, at Fair Value
Unrealized and realized investment activity is related to investments for the market-indexed notes and is presented as operating expenses as it is related to the change in value of the market indexed notes. Gains in investments represents a reduction to operating expenses and appears as a negative. Refer to Note 13 Fair Value Measurements and Note 14 Long-Term Debt for additional information.
Unrealized loss (gain) on investments decreased by $1,607,124 or 117.4% for the year ended December 31, 2024, compared to the year ended December 31, 2023. During the first and third quarters of 2023, the Company, purchased S&P 500 call options through a broker as an economic hedge related to the market-indexed notes described below. The primary cause of this decrease pertains to the change in fair value of those options and the sale of these options during 2024 and is classified as an unrealized loss or gain on investments within the results of operations. During 2024 the Company sold its S&P 500 call options to pay off its market-indexed notes and realized the cumulative change in the value of the options representing an increase of $2,341,066 in realized gain on investment.
Loss on Change in Fair Value of Debt
TheUnrealized lossgain inon theinvestments fair value of debt increaseddecreased by $2,479,293,$(238,012) or 105.2%(100.0)% for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023.2024. The increasechange is primarilymainly attributabledue to changesinvestments in theS&P risk-free500 fairoptions valuesold ofin LMATT Series 2024, Inc. market-indexed notes.2024.
Realized Loss (Gain) on Equity Securities, at Fair Value
Realized gain on investments decreased by $2,341,066 or (100.0)% for the year ended December 31, 2025, compared to the year ended December 31, 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
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our 2025 Annual Report on Form 10-K filed with the SEC on March 13, 2026. As of the date of this Report, there have been no material changes to the risk factors disclosed in our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Sales and Marketing Expenses”
Removed heading “General and Administrative (Including Stock-Based Compensation) Expenses”
Removed heading “Depreciation and Amortization Expense”
Removed heading “Unrealized Loss (Gain) on Equity Securities, at Fair Value”
Removed heading “(Gain) Loss on Change in Fair Value of Debt”
Removed heading “Assets Under Management”
Largest changes
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.” ." These forward-looking statements generally are identified by the words “believe,” “project,” “estimate,” “expect,” ”intend,” “anticipate,” “goals,” “prospects,” “will,” “would,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions). 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.see in full comparisonActualForwardresults and timing of selected events may differ materially from those anticipated in these forward-lookinglooking statementsas a result of various factors, including,include, but are not limited to: our financial and operational outlook; our operational and financial strategies, including planned growth initiatives and thepotentialbenefitsimpactthereof; our ability to successfully effect those strategies, and the expected results therefrom; projections of future earnings and expected capital; our ability to generate future cash flows; securitization schedules and timing; future demand for our products and services; the reliability our fund structures and corresponding market confidence and expectations; and the volume and rate of ourbusinesspolicyrelationships, 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 2025 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.acquisitions.
“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; political instability both in the U.S. …”see in full comparison
“General and Administrative (Including Stock-Based Compensation) Expenses”see in full comparison
Full comparison: every changed paragraph (97)
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.” ." These forward-looking statements generally are identified by the words “believe,” “project,” “estimate,” “expect,” ”intend,” “anticipate,” “goals,” “prospects,” “will,” “would,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions). 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. ActualForward results and timing of selected events may differ materially from those anticipated in these forward-lookinglooking statements as a result of various factors, including,include, but are not limited to: our financial and operational outlook; our operational and financial strategies, including planned growth initiatives and the potentialbenefits impactthereof; our ability to successfully effect those strategies, and the expected results therefrom; projections of future earnings and expected capital; our ability to generate future cash flows; securitization schedules and timing; future demand for our products and services; the reliability our fund structures and corresponding market confidence and expectations; and the volume and rate of our businesspolicy 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 2025 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.acquisitions.
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; political instability both in the U.S. and abroad, to include political violence, terrorism, and war; 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 2025 Annual Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. 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.
Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025
Asset management revenue increaseddecreased by $686,067,$1,546,223, or 8.8%,17.6%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increasedecrease is mainly due to ana increasedecrease in servicingmanagement fee revenue driven by increasesdecreases in policiesthe assets under management in the Carlisle Funds and ETF Funds, partially offset by the increase in assets under management in the LP Funds. The Company did not record significant performance fees during the three months ended MarchJune 31,30, 2026. Refer to the Assets Under Management section below for the change in total assets managed and refer to the Key Business Metrics below for the average management fees charged.
Asset management revenue decreased by $860,156, or 5.2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease is mainly due to a decrease in management fee revenue driven by decreases in assets under management in the Carlisle Funds and ETF Funds, partially offset by the increase in assets under management in the LP Funds. The Company did not record significant performance fees during the six months ended June 30, 2026. Refer to the Assets Under Management section below for the change in total assets managed and refer to the Key Business Metrics below for the average management fees charged.
Total life solutions revenue increased by $14,268,631$18,124,216 or 39.3%38.3% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase is mainly due to an increase in thetotal number of policies sold and realized gaingains recognized on policieslife sold.settlement Thepolicies. higherLife settlement policy sales and maturities generated $77,763,948an increase of $12,987,480 in total realized gains on sold and matured life settlement policies, partiallycoupled offsetwith byan a decreaseincrease of $62,217,803$2,392,406 in total unrealized gains, an increase in insurance commissions of $1,881,126 and a decrease of $1,368,674$409,850 in total premiums paid. Refer to the Key Business Metrics section for the corresponding life settlement policy statistics.
Total life solutions revenue increased by $32,392,847 or 38.7% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is mainly due to an increase in total gains recognized on life settlement policies. Life settlement policy sales and maturities generated an increase of $90,751,429 in total realized gains on sold and matured life settlement policies, insurance commissions increased by $3,511,802 partially offset by a decrease of $59,825,397 in total unrealized gains, a decrease in originations of $903,730, and an increase of $958,825 in total premiums paid. Refer to the Key Business Metrics section for the corresponding life settlement policy statistics.
The Company considers (i) independent market checks where available (including bids/indications from unaffiliated third parties and third-party investor interest in the same or similar policies), (ii) comparisons to contemporaneous third-party executed sales for policies with comparable characteristics (including Risk Score and other key attributes), and (iii) parity of key non-price terms and customary execution/approval processes to confirm the related-party transactions are consistent with those offered to non-related parties.
The realized and unrealized gain activity is mainly due to the Company’s expanded available capital in 2026 compared to early 2025 and deployment capacity following the launching of Abacus managed funds in March 2025 and the $50 million delayed draw financing in September 2025. The average realized gain per policy sold also improved, rising from 21.0% for the three months ended March 31, 2025 to 26.4% for the three months ended March 31, 2026. This reflects increased institutional demand for life settlement policies as uncorrelated assets, creating more favorable pricing conditions for the Company’s portfolio trades. During the three months ended March 31, 2026, the Company sold approximately 41% of the policies that were on the balance sheet as of December 31, 2025 and redeployed a majority of that capital to purchase additional policies. In the quarter ended March 31, 2026, the Company’s weighted average discount rate was 10%, which is based on risk score and is directly calibrated to observed transaction prices for policies in the same risk score category. Refer to Note 4, Revenues and Note 13, Fair Value Measurements for additional information on the composition of revenue from life insurance policies. The combination of realized gains (loss) (sale price or maturity less purchase price) less premiums paid on sold/matured policies during the corresponding period and the reversal of the prior period unrealized gain on sold/matured policies represents the incremental gain (loss) on policies held using the fair value method for the corresponding reporting period from sales or maturities to related and unrelated parties (maturity gains are part of unrelated revenues).
The decrease to origination revenue is primarily due to the CompanyCompany’s focus on originating policies for LMA and LMAIS II, rather than for third parties,parties. and originationOrigination fees associatedcharged withto LMA and LMAIS II are eliminated in consolidation.
Technology services revenue increased by $296,244$217,377 for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase is due to increases in the number of lives tracked.
Technology services revenue increased by $513,621 for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is due to increases in the number of lives tracked.
Cost of revenues (including stock-based compensation) increased by $3,009,807, or 49.7%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase in cost of revenues is primarily due to an increase in payroll and stock-based compensation expense of $2,795,490 related to an increase in total employees partially offset by a decrease of $548,002 in asset management retrocession fees mainly due to a decrease in the AUM of the Carlisle and ETF Funds.
Cost of revenues (including stock-based compensation) increased by $2,208,785, or 16.8%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in cost of revenues is due to increase of $3,950,691 related to compensation expenses due to an increase in total employees partially offset by a decrease of $772,848 in asset management retrocession fees mainly due to a decrease in the AUM of the Carlisle and ETF Funds.
Cost of revenues (including stock-based compensation) decreased by $801,022, or 11.3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in cost of revenues is primarily due to a decrease of $1,054,331 in origination commissions due to a decrease in amount of policies originated to subsidiaries eliminated in consolidation (refer to the Key Business Metrics section below for the the comparison of the number of policy originations to subsidiaries eliminated in consolidation), and $246,342 asset management retrocession fees mainly due to a decrease in the AUM of the ETF Funds (refer to the Results of Operations—Segment Results—Asset Management section below) partially offset by an increase of $368,541 related to compensation expenses due to increase in employees in connection with the Company’s 2025 business acquisitions.
Sales and Marketing Expenses
Sales and marketing expenses increased by $2,331,910$2,290,745 or 89.1%,70.1%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. 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
General and administrative (including stock-based compensation) increased by $13,608,339,$14,029,745, or 111.0%,74.1%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase is primarily related to increases in legal and professional fees of $8,461,035 incurred in connection with various projects, increases in payroll expense of $4,507,070$2,357,717 mainly due to increase in staffing due to acquisitions, an increase in non-cash stock-based compensation expense of $3,801,656, and increase in legal and professional fees of $3,095,461 incurred in connection with various projects,$2,892,265, and other general and administrative expenses of $1,590,159.$318,728.
Depreciation and Amortization Expense
The decrease of $824,460, or 17.3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 in depreciation and amortization expense is primarily related to certain intangible assets reaching the end of their estimated useful lives.
Unrealized Loss (Gain) on Equity Securities, at Fair Value
Unrealized gain on investments decreased by $272,254 or 100.0% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The Company no longer invests in S&P 500 options.
(Gain) Loss on Change in Fair Value of Debt
GainThere was no gain on change in fair value of debt decreased by $3,362,103 or 100.0% for the three months ended MarchJune 31,30, 2026 compared to the three months ended March 31,or 2025. The Company paid off its market-indexed notes in 2025.
Gain on equity securities, at fair value decreased by $272,254 or 100.0% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The Company no longer invests in S&P 500 options. There was no gain on equity securities, at fair value for the three months ended June 30, 2026.
Depreciation and amortization expense decreased by $1,221,638, or 23.6%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily related to certain intangible assets reaching the end of their estimated useful lives.
Sales and marketing expenses increased by $4,622,655 or 78.6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. 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) increased by $27,638,084, or 88.6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is primarily related to increases in legal and professional fees of $14,165,497 incurred in connection with various projects, increases in payroll expense of $5,653,226 mainly due to increase in staffing due to acquisitions, an increase in non-cash stock-based compensation expense of $6,693,921, and increases in other general and administrative expenses of $1,125,440.
Gain on change in fair value of debt decreased by $3,362,103 or 100.0% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The Company paid off its market-indexed notes in 2025. There was no gain on change in fair value of debt for the six months ended June 30, 2026.
There was no gain on equity securities, at fair value for the six months ended June 30, 2026 or 2025.
Depreciation and amortization expense decreased by $2,046,098, or 20.6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily related to certain intangible assets reaching the end of their estimated useful lives.
Other income increaseddecreased by $2,563,117$5,579,719 or 5,756.7%,205.3%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The change is primarily related to annon-cash stock consideration $2,205,337 issued during the three months ended June 30, 2026 (see Note 3, Business Combinations) and current period unrealized gainlosses of $5,400,000$660,511 onfor oneinvestments equitycompared investment,to partiallypaid offsetin bykind alender $3,050,000fees impairmentof on$1,750,000 acharged separatein equity2025, investment.which did not recur in 2026. See Note 9, Other Investments and Other Assets.
Interest expense increaseddecreased by $835,262$440,241 or 8.7%5.0% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increasedecrease in interest expense is primarily related to the reduction in the balance of LMA Income Series II, LP offset by the $50,000,000 delayed draw borrowed in September 2025 that was available under the Senior Secured Credit Facility.
Interest income decreased by $511,778$341,495 or 43.6%33.7% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease in interest income is related to interest earned on ourlower bank deposits.deposits from which interest is earned.
The loss on change in fair value of warrant liability decreased by $4,806,000$4,183,000 or 100.0% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The change is primarily attributable to the redemption of all the Private Placement Warrants offset by the issuance of common stock in 2025.
Other income decreased by $3,016,602 or 112.8%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change is primarily related to a unrealized gains of $4,739,489 on equity investments, partially offset by a $3,050,000 impairment on a separate equity investment and non-cash stock consideration $2,205,337 issued during the six months ended June 30, 2026 (see Note 3, Business Combinations) compared to paid in kind lender fees of $1,500,000 charged in 2025, which did not recur in 2026. See Note 9, Other Investments and Other Assets.
Interest expense decreased by $395,021 or 2.2% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in interest expense is primarily related to the reduction in the balance of LMA Income Series II, LP offset by the $50,000,000 delayed draw borrowed in September 2025 that was available under the Senior Secured Credit Facility.
Interest income decreased by $853,273 or 39.0% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in interest income is related to interest earned on our bank deposits.
The loss on change in fair value of warrant liability decreased by $623,000 or 100.0% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change is primarily attributable to the redemption of all the Private Placement Warrants offset by the issuance of common stock in 2025.
Income tax expense increased by $1,456,729,$278,879, or 62.4%6.9% for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The change was primarily driven by the increase in net income and the impact of various permanent differences duewith the larger of these permanent differences being related to compensation related expenses.expenses partially offset by decrease in statutory tax provision due to an increase in taxable income. Our effective income tax rate for the three months ended MarchJune 31,30, 2026 and for the three months ended MarchJune 31,30, 2025, was 34.3%39.6% and 30.2%,18.8%, respectively.
Income tax expense increased by $1,735,608, or 27.1% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The change was primarily driven by the impact of various permanent differences with the larger of these permanent differences being related to compensation related expenses partially offset by decrease in statutory tax provision due to an increase in taxable income. Our effective income tax rate for the six months ended June 30, 2026 and for the six months ended June 30, 2025, was 36.9% and 21.8%, respectively.
Cost of revenue from our asset management segment decreasedincreased by $146,040,$316,846, or 5.3%,10.4%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to a decreaseincreases in thecompensation ETFrelated Funds’ AUM.expenses.
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Cost of revenue from our asset management segment increased by $170,806, or 3.0%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, mainly due to increases in compensation related expenses.
The change in gross profit is a product of the change of revenue and cost of revenue.
Assets Under Management
[1] Recurring revenues generated are eliminated in consolidation.
Longevity Funds—The change in inflows are related to new subscriptions of approximately $288.1 million. The outflows are related to redemptions of approximately $14.4 million. The change in value of approximately $73.0 million is the result of realized and unrealized gains generated by investments in life settlement policies, net of operating expenses.
ETF Funds—The change in inflows are related to new subscriptions of approximately $90.0 million. The outflows are related to redemptions of approximately $391.3 million. The change in value of approximately $178.3 million is the result of realized and unrealized gains generated by underlying investments, net of operating expenses.
Cost of revenue from our life solutions segment decreasedincreased by $815,178,$2,522,693, or 20.9%,100.5%, for the three months ended MarchJune 31,30, 2026,2026 compared to the three months ended MarchJune 31,30, 2025, mainly due to a decreaseincreases in compensation related expenses.
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Cost of revenue from our life solutions segment increased by $1,707,515, or 26.6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, mainly due to increases in compensation related expenses.
The change in gross profit is a product of the change of revenue and cost of revenue.
Cost of revenue from our technology services segment increased by $160,196,$170,268, or 34.4%,34.3%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, mainly due to an increase in compensation related expenses.
The change in gross loss is a product of the change of revenue and cost of revenue.
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Cost of revenue from our technology services segment increased by $330,464, or 34.3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, mainly due to an increase in compensation related expenses.
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 specialnon-recurring legal costs, and non-cash stock-based compensation and the related stock-based limitation tax effect before the estimated tax effect. The estimated tax effect to adjusted net income is based on the Company’s U.S. based federal and state statutory tax rates. 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.
[1] Tax impact mainly represents the permanent difference in tax expense related to the restricted stock awards granted to certain executives due to IRC 162(m) limitations.
ABX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 11 filings (5 insiders, 7 trade dates, 748,011 shares, about $6.6M; 6 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -748,011 (purchases minus sales); net value about -$6.6M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-23 | Ganovsky Matthew |
Open-market sale |
22,800 | $7.74 | $176.5K |
| 2026-09-23 | Kirby Kevin Scott |
Open-market sale |
22,745 | $7.74 | $176.0K |
| 2026-09-23 | Mcnealy Sean |
Open-market sale |
22,700 | $7.74 | $175.7K |
| 2026-09-22 | Mcnealy Sean |
Open-market sale |
21,100 | $8.01 | $169.0K |
| 2026-09-22 | Kirby Kevin Scott |
Open-market sale |
21,100 | $8.01 | $169.0K |
| 2026-09-22 | Ganovsky Matthew |
Open-market sale |
21,312 | $8.01 | $170.7K |
| 2026-09-21 | Mcnealy Sean |
Open-market sale |
35,854 | $8.13 | $291.5K |
| 2026-09-21 | Kirby Kevin Scott |
Open-market sale |
36,400 | $8.13 | $295.9K |
| 2026-09-21 | Ganovsky Matthew |
Open-market sale |
36,000 | $8.13 | $292.7K |
| 2026-09-18 | Mcnealy Sean |
Open-market sale |
24,000 | $8.79 | $211.0K |
| 2026-09-18 | Kirby Kevin Scott |
Open-market sale |
24,000 | $8.79 | $211.0K |
| 2026-09-18 | Ganovsky Matthew |
Open-market sale |
24,000 | $8.79 | $211.0K |
| 2026-08-20 | Mccauley William Hugh Jr |
Open-market sale | 125,000 | $9.10 | $1.1M |
| 2026-08-12 | Jackson Jay J |
Open-market sale | 196,000 | $8.77 | $1.7M |
| 2026-08-03 | Mcnealy Sean |
Open-market sale | 38,333 | $10.31 | $395.2K |
| 2026-08-03 | Kirby Kevin Scott |
Open-market sale | 38,334 | $10.31 | $395.2K |
| 2026-08-03 | Ganovsky Matthew |
Open-market sale | 38,333 | $10.31 | $395.2K |
| 2026-07-03 | Butcher Samantha |
Shares withheld for tax | 62,753 | $11.86 | $744.3K |
| 2026-07-03 | Mccauley William Hugh Jr |
Shares withheld for tax | 65,583 | $11.86 | $777.8K |
| 2026-05-08 | Ganovsky Matthew |
Shares withheld for tax | 27,773 | $9.08 | $252.2K |
| 2026-05-08 | Kirby Kevin Scott |
Shares withheld for tax | 27,773 | $9.08 | $252.2K |
| 2026-05-08 | Mcnealy Sean |
Shares withheld for tax | 27,773 | $9.08 | $252.2K |
| 2026-05-08 | Mccauley William Hugh Jr |
Shares withheld for tax | 46,927 | $9.08 | $426.1K |
| 2026-05-08 | Jackson Jay J |
Shares withheld for tax | 95,770 | $9.08 | $869.6K |
Well-known investors holding ABX (13F)
None of the 59 investors we track reported a position in their latest 13F.