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What changed in Abacus Global Management, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Abacus Global Management, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+377 added−533 removedSource: 10-K (2026-03-13) vs 10-K (2025-03-28)

Top changes in Abacus Global Management, Inc.'s 2025 10-K

377 paragraphs added · 533 removed · 261 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

76 edited+37 added−26 removed35 unchanged
Biggest changeRefer to Note 3 Business Combinations of the consolidated financial statements in Part II, Item 8 Financial Statements and Supplementary Data for additional information. We operate through four principle subsidiaries: • Abacus Settlements, LLC (“Abacus Settlements”), which was formed as a New York limited liability company in 2004.
Biggest changeOn December 2, 2024, we also completed the acquisition of FCF Advisors, LLC (“FCF Advisors” or “FCF”), a New York based asset manager and index provider specializing in free cash flow-focused investment strategies (“FCF Acquisition”). Refer to Note 3 Business Combinations of the consolidated financial statements in Part II, Item 8 Financial Statements and Supplementary Data for additional information.
Technology Services Starting in February 2024, we utilize proprietary technology based on health and longevity data sets to provide solutions 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.
Starting in February 2024, we utilize proprietary technology based on health and longevity data sets to provide solutions 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.
Furthermore, non-variable, non-fractionalized life insurance policies are not deemed to be securities under the federal securities laws, and so the Company is not required to register as an investment adviser or an investment company under the Investment Advisers Act of 1940, as amended or the Investment Company Act, respectively.
Furthermore, non-variable, non-fractionalized life insurance policies are not deemed to be securities under the federal securities laws, and so the Company is not required to register as an investment adviser or an investment company under the Investment Advisers Act of 1940, as amended or the Investment Company Act of 1940, as amended, respectively.
This process is predicated on driving the best economics for Abacus. 1 . Traded Portfolio —Our traded portfolio returns are driven by (i) the spread we generate by selling policies to third-party institutional investors and (ii) our ability to quickly recycle capital. Our trade spreads average above cost basis depending on the contract and we recycle our capital annually.
This process is predicated on driving the best economics for Abacus. • Traded Portfolio —Our traded portfolio returns are driven by (i) the spread we generate by selling policies to third-party institutional investors and (ii) our ability to quickly recycle capital. Our trade spreads average above cost basis depending on the contract and we recycle our capital annually.
This origination channel has driven our significant growth over the last five years, and we believe it will continue to be a priority for our future growth. 2. Direct to Consumer —We have been building this channel for several years and have focused heavily on increasing broad consumer awareness and education regarding life insurance settlements.
This origination channel has driven our significant growth over the last five years, and we believe it will continue to be a priority for our future growth. • Direct to Consumer —We have been building this channel for several years and have focused heavily on increasing broad consumer awareness and education regarding life insurance settlements.
Underwriting Abacus’ origination guidelines focus on the age, gender and health of the insured, the duration, mortality risk and face value of the underlying life insurance policy, the projected internal rate of return of the investment in the underlying life insurance policy after taking into account the cost of making continued premium payments, and the ultimate amount and timing of the death benefit.
Abacus’ origination guidelines focus on the age, gender and health of the insured, the duration, mortality risk and face value of the underlying life insurance policy, the projected internal rate of return of the investment in the underlying life insurance policy after taking into account the cost of making continued premium payments, and the ultimate amount and timing of the death benefit.
This easy-to-use online tool only requires four pieces of information: (i) gender, (ii) age, (iii) face value and (iv) policy type. These data points then generate a valuation range that advisors and individuals can use to quickly assess the current value of their policy. 3.
This easy-to-use online tool only requires four pieces of information: (i) gender, (ii) age, (iii) face value and (iv) policy type. These data points then generate a valuation range that advisors and individuals can use to quickly assess the current value of their policy.
We have been active in a variety of common direct-to-consumer advertisement channels, including radio and television advertisements in particular. In addition, we have created a unique online “Policy Value Calculator” so that individuals can receive an instant valuation on their life insurance policies.
We have been active in a variety of common direct-to-consumer advertisement channels, including radio and television advertisements. In addition, we have created a unique online “Policy Value Calculator” so that individuals can receive an instant valuation on their life insurance policies.
We generate fees on the policies we originate, which are sourced from three channels: (i) a network of approximately 30,000 financial advisors and agents, (ii) direct-to-consumer and (iii) a number of traditional life settlements intermediaries that submit policies to us on behalf of a financial advisor, agent or other client.
We generate fees on the policies we originate, which are sourced from three channels: (i) a network of approximately 30,000 financial advisors and agents, (ii) direct-to-consumer, and (iii) a number of traditional life settlements intermediaries that submit policies to us on behalf of a financial advisor, agent or other client. Portfolio Management.
Our business is supported by over 125 employees and an innovative leadership team, with an average of over 20 years of experience in the industry. The combination of the large U.S. life insurance market and the high percentage of policies that never pay a claim creates a considerable opportunity for Abacus and the broader life settlements industry.
Our business is supported by over 325 employees and an innovative leadership team, with an average of over 20 years of experience in the industry. The combination of the large U.S. life insurance market and the high percentage of policies that never pay a claim creates a considerable opportunity for Abacus and the broader life settlements industry.
Currently, the Company principally invests in non-variable universal life insurance policies and retains the discretion to invest in whole life or convertible term life insurance policies.
Currently, the Company principally invests in non-variable universal life insurance policies and retains the discretion to invest in whole life or convertible term life insurance policies. Underwriting.
Upon closing of the life settlement transaction, the insured receives an immediate cash payment, and the third-party intermediary receives ownership of the policy. Thus, the third-party intermediary becomes the beneficiary of the insured’s claim payout but is now solely responsible for all future premium payments. Our company functions as this third-party intermediary.
Upon closing of the life settlement transaction, the policyholder receives an immediate cash payment, and the third-party intermediary receives ownership of the policy. Thus, the third-party intermediary becomes the beneficiary of the insured’s claim payout but is now solely responsible for all future premium payments. Our company functions as this third-party intermediary.
Each state also has its own policyholder-facing disclosure requirements that we comply with in the ordinary course of its business. We focus on acquiring and trading non-variable, non-fractionalized life insurance policies. These life insurance policies are deemed to be personal property of the owner based upon the Supreme Court decision Grigsby v. Russell in 1911.
Each state also has its own policyholder-facing consumer protection disclosure requirements that we comply with in the ordinary course of our business. We focus on acquiring and trading non-variable, non-fractionalized life insurance policies. These life insurance policies are deemed to be personal property of the owner based upon the Supreme Court decision Grigsby v. Russell in 1911.
Given our position at the heart of the life settlements industry, we believe that we are well positioned to capitalize on this anticipated market growth. 7 Table of Contents Focus on Growing the Origination Process Our ability to originate policies is essential to scale our business over time.
Given our position at the heart of the life settlements industry, we believe that we are well positioned to capitalize on this anticipated market growth. Focus on Growing the Origination Process Our ability to originate policies is essential to scale our business over time.
Insurance Laws and Regulations We operate as a life settlement producer in forty-nine (49) states. We have a strong track record with each state in which we are licensed and have not had any reportable incidents. Our in-house counsel and compliance staff reviews every life insurance policy we consider acquiring for compliance with applicable state regulations.
Insurance Laws and Regulations We operate as a life settlement provider in 49 states. We have a strong track record with each state in which we are licensed and have not had any reportable incidents. Our in-house counsel and compliance staff reviews every life insurance policy we consider acquiring for compliance with applicable state regulations.
Thereafter, a purchased policy is “actively managed,” whereby we consistently monitor the policy risk to optimize revenue by choosing to either (x) trade the policy to a third-party institutional investor (i.e., receive a trade spread) or (y) hold the policy over time (i.e., pay premiums and receive payout).
Thereafter, a purchased policy is “actively managed,” whereby we consistently monitor the policy risk to optimize revenue by choosing to either (x) trade the policy 3 Table of Contents to a third-party institutional investor (i.e., receive a trade spread) or (y) hold the policy over time (i.e., pay premiums and receive payout).
Portfolio Management Once identified, we utilize our proprietary “heat-map” technology platform to determine the initial risk and viability of policies.
Once identified, we utilize our proprietary “heat-map” technology platform to determine the initial risk and viability of policies.
In order to drive awareness across all origination channels, we plan to expand our marketing and launch national television advertising campaigns. 5 Table of Contents Abacus’ Policy Acquisition Process A life settlement transaction is the process by which a third-party intermediary acquires an existing life insurance policy for an amount greater than its current cash surrender value.
In order to drive awareness across all origination channels, we plan to expand our marketing and national television advertising campaigns. Abacus’ Policy Acquisition Process A life settlement transaction is the process by which a third-party intermediary acquires an existing life insurance policy for an amount greater than its current cash surrender value.
We intend to slowly reduce our reliance on these intermediaries over time and focus our efforts on building out the technology required to educate and gain access to both the financial advisor and direct-to-consumer channels. We intend to continue to fuel origination growth by expanding our team and outreach.
We intend to slowly reduce our reliance on these intermediaries over time and focus our efforts on building out the technology required to educate and gain access to both the financial advisor and direct-to-consumer channels. 6 Table of Contents We intend to continue to fuel origination growth by expanding our team and outreach.
Access to Capital Markets Provides More Attractive Financing We believe that as a publicly traded company, we will have access to a lower cost of capital, which will optimize our per policy revenue and allow us to fund additional investment in infrastructure.
Access to Capital Markets Provides More Attractive Financing We believe that as a publicly traded company listed on the NYSE, we have access to a lower cost of capital, which will optimize our per policy revenue and allow us to fund additional investment in infrastructure.
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 3 Table of Contents percentage of total asset value under management.
The ETFs primarily invest in equity securities using a suite of core and thematic free cash flow equity strategies and offer 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.
In 2016, Abacus Settlements was licensed in Florida as a life settlement broker and became a Florida limited liability company.
In 2016, Abacus Settlements was licensed in Florida as a life settlement provider and became a Florida limited liability company.
Policy Origination | Abacus Life Solutions 2 Table of Contents As one of the leading buyers of life insurance policies in the United States for over 20 years, we sit at the heart of the life settlements industry. We leverage our strong market position, highly efficient origination platform and proprietary technology to drive our revenue and profitability.
Policy Origination As one of the leading buyers of life insurance policies in the United States for over 20 years, we sit at the heart of the life settlements industry. We leverage our strong market position, highly efficient origination platform and proprietary technology to drive our revenue and profitability.
The proceeds from the escrow agent will also include the commission(s) we owe to the broker and / or agent as well as our fee for completing the origination services.
The proceeds paid by the escrow agent will also include the commission(s) we owe to the broker and / or agent as well as our fee for completing the origination services.
Any such proceedings or violations could force us to spend money in defense or settlement of these proceedings, result in the imposition of monetary liability or demanding injunctive relief, divert management’s time and attention, increase our costs of doing business and materially adversely affect our reputation.
Any such proceedings or violations could force us to spend money in defense or settlement of these proceedings, result in the imposition of monetary liability or demanding injunctive relief, divert management’s time and attention, increase our costs of doing business and materially adversely affect our reputation. Regulated Entities Outside of the U.S.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and any and all amendments thereto are available free of charge through our investor relations website as soon as reasonably practicable after they are filed or furnished to the Securities and Exchange Commission (the “SEC”).
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and any and all amendments thereto are available free of charge through our investor relations website as soon as reasonably practicable after they are filed or furnished to the Securities and Exchange Commission (the “SEC”). Our investor relations website address is https://ir.abacusgm.com.
Risk Rating Heat Map —Using the large amount of data we have gathered over time, we have developed a proprietary risk-rating platform that measures the risk of life insurance contracts on a range from 1–5 (low–high risk, respectively).
Specifically, we have created: 7 Table of Contents • Risk Rating Heat Map —Using the large amount of data we have gathered over time, we have developed a proprietary risk-rating platform that measures the risk of life insurance contracts on a range from 1–5 (low–high risk, respectively).
Our failure to comply with these privacy laws or regulations could expose us to significant fines and penalties imposed by regulators and has in the past and could in the future expose us to legal claims by buyers, or other relevant stakeholders.
Our failure to comply with these privacy laws or regulations could expose us to significant fines and penalties imposed by regulators and has in the past and could in the future expose us to legal claims by buyers of life insurance policies from us, or other relevant stakeholders.
The process of acquiring a policy is highly regulated and policyholder friendly. Unique licenses are mandatory to operate and significant disclosures are required to be made available to consumers. We originate these policies through three distinct channels (i.e., financial advisors / agents, direct-to-consumer and traditional life settlements intermediaries).
The process of acquiring a life insurance policy in the secondary market is highly regulated and policyholder friendly. Unique licenses are mandatory to operate, and significant consumer protection disclosures are required to be made available to policyholders. We originate these policies through three distinct channels (i.e., financial advisors / agents, direct-to-consumer and traditional life settlements intermediaries).
We believe this platform is a key differentiating factor relative to our competitors as it gives us a meaningful advantage when valuing and purchasing life insurance policies. 6 Table of Contents 2. Policy Value Creator —Our “Policy Value Calculator” drives origination by using proprietary data to instantly value policies for both individuals and financial advisors.
We believe this platform is a key differentiating factor relative to our competitors as it gives us a meaningful advantage when valuing and purchasing life insurance policies. • Policy Value Calculator —Our “Policy Value Calculator” drives origination by using proprietary data to instantly value policies for both individuals and financial advisors.
A life insurance policy is sometimes described as a “mortality-driven zero-coupon bond” because its underlying value will appreciate over time as it approaches maturity (i.e., as the policyholder ages). This is best demonstrated when comparing our historical risk-adjusted returns relative to other benchmark asset classes.
In addition to counterparty quality, this is a largely non-cyclical asset class. A life insurance policy is sometimes described as a “mortality-driven zero-coupon bond” because its underlying value will appreciate over time as it approaches maturity (i.e., as the policyholder ages). This is best demonstrated when comparing our historical risk-adjusted returns relative to other benchmark asset classes.
We file an annual report with each state in which it operates and each state has the ability to request an audit at its discretion. Currently, 42 states have regulations that support the sale of life insurance policies to a third party, like our Company.
We file an annual report with each state in which we operate and each state has the ability to request an audit at its 10 Table of Contents discretion. Currently, 46 states have regulations that support the sale of life insurance policies to a third party, like our Company.
The CCPA excludes information covered by the Gramm-Leach-Bliley Act, the Driver’s Privacy Protection Act, the Fair Credit Reporting Act and the California 9 Table of Contents Financial Information Privacy Act from the CCPA’s scope, but the CCPA’s definition of “personal information” is broad and may encompass other information that we maintain.
The CCPA excludes information covered by the Gramm-Leach-Bliley Act, the Driver’s Privacy Protection Act, the Fair Credit Reporting Act and the California Financial Information Privacy Act from the CCPA’s scope, but the CCPA’s definition of “personal information” is broad and may encompass other information that we maintain, such as personnel information and business to business (b2b) data.
Hold Portfolio —Relative to our traded portfolio, our hold portfolio has the potential to generate a higher estimated annual return than our traded portfolio but requires approximately a 3 to 4 times greater capital investment, which is driven by the need to hold policies, rather than recycle the policies in trading, and to fund premium payments during the holding period for a policy.
These two metrics are driven by our ability to effectively originate new policies (supply) and the underlying market interest for the policies (demand). • Hold Portfolio —Relative to our traded portfolio, our hold portfolio has the potential to generate a higher estimated annual return than our traded portfolio but requires approximately a 3 to 4 times greater capital investment, which is driven by the need to hold policies, rather than recycle the policies in trading, and to fund premium payments during the holding period for a policy.
Through our four integrated verticals—Life Solutions, Asset Management, Private Wealth Management, and Health and Longevity Technology—we strive to be the premier financial partner that helps institutional investors, financial advisors, and clients harness untapped value in lifespan metrics, creating investment strategies that stand the test of time.” - Jay Jackson, Chairman and Chief Executive Officer of Abacus Global Management, Inc.
Through our four integrated verticals—Life Solutions, Asset Management, Private Wealth Management, and Health and Longevity Technology—we strive to be the premier financial partner that helps institutional investors, financial advisors, and clients harness untapped value in lifespan metrics, creating investment strategies that stand the test of time.” - Jay Jackson, Chairman and Chief Executive Officer of Abacus Global Management, Inc. 2 Table of Contents Abacus Overview Abacus Global Management (NYSE: ABX) is a leading financial services company specializing in alternative asset management, data-driven wealth solutions, technology innovations, and institutional services.
We have experience servicing a large number of policies for highly sophisticated institutions, including policies for large asset managers. Beyond our fees, servicing policies at scale supports our data analytics and keeps us at the heart of the life settlements industry. We have a sophisticated team of professionals solely focused on servicing these policies.
Beyond our fees, servicing policies at scale supports our data analytics and keeps us at the heart of the life settlements industry. We have a sophisticated team of professionals solely focused on servicing these policies.
We are not an insurance company, are not licensed or regulated as an insurance company, and therefore do not underwrite insurable risks for our own account. • Longevity Market Assets, LLC (“LMA”), which was formed in 2017 as a Florida limited liability company 1 Table of Contents • Carlisle incorporated in 2008 in Luxembourg • FCF incorporated in 2016 in New York Our Mission Abacus Global Management Inc.’s (“Abacus Global Management” or “Abacus” or the “Company”) mission is to revolutionize financial services through expert asset management and data-driven lifespan insights, leveraging advanced technology to deliver personalized solutions that optimize financial well-being across every stage of life.
Abacus Settlements is not an insurance company, are not licensed or regulated as an insurance company, and therefore does not underwrite insurable risks for our own account. • Longevity Market Assets, LLC (“LMA”) , which was formed in 2017 as a Florida limited liability company • Carlisle , incorporated in 2008 in Luxembourg • FCF Advisors , incorporated in 2016 in New York • AccuQuote , an online life insurance brokerage company acquired in October 2025 Our Mission Our mission is to revolutionize financial services through expert asset management and data-driven lifespan insights, leveraging advanced technology to deliver personalized solutions that optimize financial well-being across every stage of life.
Once the changes are confirmed by the carrier, the escrow agent sends the proceeds to the appropriate party, and we become responsible for the underlying insurance policy (i.e., paying premiums and receiving claim).
Once the carrier confirms the changes, the escrow agent sends the life settlement proceeds to the appropriate party, and we become responsible for the underlying insurance policy (i.e., paying premiums and receiving death benefit claim proceeds).
Abacus Asset Group–– The asset management division serves primarily institutional investors alongside select private clients, providing excess returns across the risk-reward spectrum. Abacus Asset Group specializes in uncorrelated and longevity-based assets, fixed-income replacement strategies, and free-cash flow based investment solutions.
Third Party Portfolio Servicing (fees based on a percentage of the total asset value serviced) Abacus Asset Group The asset management division serves primarily institutional investors alongside select private clients, providing excess returns across the risk-reward spectrum. Abacus Asset Group specializes in uncorrelated and longevity-based assets, fixed-income replacement strategies, free-cash flow based investment solutions, and asset-based finance.
If agreed upon, the settlement closing process begins. Appropriate closing documents are reviewed by our in-house counsel, and we send funds to an independent escrow agent. Simultaneously, change of ownership and beneficiary documentation is sent to the underlying insurance carrier.
Following the origination, underwriting and valuation processes, we formally present our proposed purchase price to the policyholder or advisor. If agreed upon, the settlement closing process begins. Appropriate closing documents are reviewed by our in-house counsel, and we send funds to an independent escrow agent. Simultaneously, change of ownership and beneficiary documentation is sent to the underlying insurance carrier.
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.
Starting in December 2024, we manage alternative investment funds and exchange-traded funds (“ETFs”). 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.
Once the transaction is closed, the policy enters our active portfolio management whereby we determine whether a policy should be sold to a third-party institutional investor or held on our balance sheet. In certain cases, we identify a purchaser prior to the close of a transaction, in which case the policy is transferred directly to the purchaser at closing.
Once the transaction is closed, the policy enters our active portfolio management process whereby we determine whether a policy should be sold to a third-party institutional investor or held on our balance sheet.
Courts may also adopt the standards for fair information practices which concern consumer notice, choice, security and access. Consumer protection laws require us to publish statements that describe how we handle personal information and choices individuals may have about the way we handle their personal data.
Consumer protection laws require us to publish statements that describe how we handle personal information and choices individuals may have about the way we handle their personal data.
On December 2, 2024 (“Acquisition Closing Date”), we completed the previously announced acquisitions 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 (“Carlisle Acquisition”) and of FCF Advisors, LLC (“FCF Advisors” or “FCF”), a New York based asset manager and index provider specializing in free cash flow-focused investment strategies (“FCF Acquisition”).
On December 2, 2024, we completed the acquisitions 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 Luxembourg-based investment manager in the life settlement space (such acquisitions, the “Carlisle Acquisition”).
The total face value of life insurance policies is expected to grow from approximately $6 billion in 2022 to approximately $8 billion in 2028, which is a 5% compounded annual growth rate.
However, the life settlements industry captured only approximately 2% of the potential market in 2024, which leaves significant runway for future growth for industry participants. The total face value of life insurance policies is expected to grow from approximately $6 billion in 2022 to approximately $8 billion in 2028, which is a 5% compounded annual growth rate.
We believe that our employees are critical to our long-term success. Intellectual Property Our business depends, in part, on our ability to develop and maintain the proprietary aspects of its core technology. We rely on trademarks to protect our intellectual property. We have been issued a federal registration for our “Abacus Settlements” and “Abacus Life” trademarks.
Intellectual Property Our business depends, in part, on our ability to develop and maintain the proprietary aspects of its core technology. We rely on trademarks to protect our intellectual property. We have been issued federal registrations for our “Abacus Settlements,” “Abacus Life,” and “Abacus Global Management” trademarks.
Specifically, the scale of the life settlements market opportunity is $233 billion each year. However, in 2021, the life settlements industry only captured $4 billion, or approximately 2% of the annual market of lapsed life insurance policies.
Specifically, the scale of the life settlements market opportunity is $224 billion each year, according to the 2025 “A Conning Strategic Study.” However, in 2024, the life settlements industry captured only approximately 2% of the annual market of lapsed life insurance policies.
Prospects for Future Growth Continued Maturation of the Life Settlements Industry As described above, there is approximately $200 billion in policy value that lapses on an annual basis. However, the life settlements industry captured only approximately 2% of the potential market in 2021, which leaves significant runway for future growth for industry participants.
Prospects for Future Growth Continued Maturation of the Life Settlements Industry 8 Table of Contents As described above, there is approximately $200 billion in life insurance policy death benefit value that lapses on an annual basis.
Policy Servicing In addition to generating economics on the policies we directly originate and actively manage, we have a dynamic platform to service bundles of policies for a variety of third-party institutions. We generate revenue by charging a base servicing fee of approximately 0.5% of the total asset value of the portfolio.
Policy Servicing In addition to generating economics on the policies we directly originate and actively manage, we have a dynamic platform to service bundles of policies for a variety of third-party institutions. We have experience servicing a large number of policies for highly sophisticated institutions, including policies for large asset managers.
Traditional Life Settlements Intermediaries —Within this channel, we engage with life settlements intermediaries or “brokers” who submit policies to us on behalf of an advisor or client, for which the life settlement intermediary earns a commission.
The direct-to-consumer channel has historically driven origination of smaller face value life policies than through our financial advisor or agent channel, thereby expanding the scope of life policies we are able to value and acquire. • Traditional Life Settlements Intermediaries —Within this channel, we engage with life settlements intermediaries or “brokers” who submit policies to us on behalf of an advisor or client, for which the life settlement intermediary earns a commission.
Continued Innovation in Technology Using technology to improve our analytics, market liquidity and velocity of capital use is a key priority. Certain key technology elements are: 1. Analytics (Abacus Analytics) —the standard pricing and valuation platform for policy valuation and portfolio assessment that we believe will allow us to obtain visibility into every transaction in the industry. 2.
Certain key technology elements are: • Analytics (Abacus Analytics) —the standard pricing and valuation platform for policy valuation and portfolio assessment that we believe will allow us to obtain visibility into every transaction in the industry. • Liquidity (Longevity Market Assets) —tertiary trading, servicing and valuation platform (added direct purchase in 2023).
Liquidity (Abacusmarketplace.com) —tertiary trading, servicing and valuation platform (added direct purchase in 2023). Abacusmarketplace.com is a proprietary technology platform that has been designed in order to facilitate tertiary trading, servicing and valuation for the life settlement industry.
Abacusmarketplace.com is a proprietary technology platform that has been designed in order to facilitate tertiary trading, servicing and valuation for the life settlement industry. This platform is intended to increase the trading volume for the entire industry by removing intermediaries and improving the efficiency and security of the transactions.
Selling a life insurance policy not only alleviates the requirement for a policyholder to pay premiums but creates a meaningful and immediate monetization event.
Selling a life insurance policy not only alleviates the requirement for a policyholder to pay premiums but creates a meaningful and immediate monetization event. Sellers use these proceeds in a variety of ways, including to support their retirement, transfer wealth and pay medical bills.
Historically, more than 90% of life insurance policies in force did not pay a claim. Based on industry forecasts, approximately 75% of policyholders over the age of 65 will either cancel their policies or allow their coverage to lapse, forfeiting the right to ever receive a full payout.
Based on industry forecasts, approximately 75% of policyholders over the age of 65 will either cancel their policies or allow their coverage to lapse, forfeiting the right to ever receive a full payout. The life settlements industry helps solve this problem by allowing policyholders the opportunity to monetize their policies. We are currently a leader in the life settlements industry.
Regulated Entities Outside of the U.S. 10 Table of Contents Carlisle and the funds it manages are licensed and have authorizations to operate in Luxembourg. These licenses and authorizations relate to providing investment management, administration of funds, marketing of the funds, and other regulated activities.
Carlisle and the funds it manages are licensed and have authorizations to operate in Luxembourg. These licenses and authorizations relate to providing investment management, administration of funds, marketing of the funds, and other regulated activities. Failure to comply with the laws and regulations could expose us to liability and/or damage our reputation.
We have three distinct origination channels to reach this target market. 1. Financial Advisor or Agent —Our largest origination channel involves working directly with financial advisors to facilitate the sale of client policies. Since our founding, we have been at the forefront of developing this market and are now ingrained in a network of over 30,000 financial advisors.
We have three distinct origination channels to reach this target market. • Financial Advisor or Agent —Our largest origination channel involves working directly with financial advisors to facilitate the sale of their client’s life insurance policies.
Sellers use these proceeds in a variety of ways, including to support their retirement, transfer wealth and pay medical bills. 4 Table of Contents Generally Uncorrelated Alternative Asset Class with Institutional Investment Grade Counterparts While selling life insurance policies at a fair market value can have significantly positive impacts on a person’s life, it is a mutually beneficial transaction.
Generally Uncorrelated Alternative Asset Class with Institutional Investment Grade Counterparts 5 Table of Contents While selling life insurance policies at a fair market value can have significantly positive impacts on a person’s life, it is a mutually beneficial transaction. The underlying life insurance policy is a highly attractive asset that has minimal payout risk and generally uncorrelated returns.
We are currently on multiple national financial advisory platforms, we present at conferences, and we develop marketing tools to help advisors efficiently present the benefits of life insurance settlements to their clients. As we highlighted earlier, just under half of financial advisors are unaware this financial option exists and less than 1% have completed a life settlement transaction.
As we highlighted earlier, just under half of financial advisors are unaware this financial option exists and less than 1% have completed a life settlement transaction.
These guidelines focus on the age of the insured, the sex of the insured, the duration of the underlying life insurance policy, the expected mortality risk of the underlying life insurance policy, the projected internal rate of return of the investment in the underlying life insurance policy and the amount of the death benefit of the underlying life insurance policy.
For the underlying life insurance policies, these guidelines focus on (i) the age of the insured, (ii) the sex and health of the insured, (iii) the duration of the policy, (iv) mortality risk and life expectancy of the insured, (v) the type of the underlying life insurance policy, (vi) the projected internal rate of return of the investment, and (vii) the amount of the death benefit after accounting for the cost of making continued premium payments.
Abacus expects that any transactions in variable or fractionalized life insurance policies will represent less than 20% of the life insurance policies acquired by the Company at any time. The Company does not, and does not in the future intend to, engage in any life insurance securitization.
We operate a limited purpose broker dealer, which we intend to license to engage in transactions for variable and fractionalized life insurance policies. We expect that any transactions in variable or fractionalized life insurance policies will represent less than 20% of the total number of life insurance policies held by the Company at any time.
We also realize performance fees based on a percentage of returns over certain hurdle rates for the managed alternative investment funds.
We also realize performance fees based on a percentage of returns over certain hurdle rates for the managed alternative investment funds. In January 2026, the Company launched an asset-based finance (“ABF”) strategy within Abacus Asset Group, targeting the $20 trillion-plus asset-based finance market.
Competition We compete with numerous life insurance settlement originators, servicers, and investors, alternative asset managers, wealth advisors as well as mortality verification companies. Our primary competitors in each of our business lines differ significantly from those in our other business lines principally because few companies 8 Table of Contents compete against us in all business segments in which we operate.
Our primary competitors in each of our business lines differ significantly from those in our other business lines principally because few companies compete against us in all business segments in which we operate. Competition is high in all our business lines, in particular life insurance settlement origination where our competitors have invested significantly in marketing and acquisitions.
Abacus Overview Abacus Global Management (NASDAQ: ABL) 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.
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. As of the end of 2025, the Company’s assets under management grew to approximately $3.33 billion.
Additionally, these life insurance policies are cash backed by the carriers, which means they are required to pay policy claims ahead of any other contractual obligation, including senior debt. In addition to counterparty quality, this is a largely acyclical asset class.
The counterparties to these transactions are generally high-quality investment grade insurance companies. In fact, greater than 90% of our carriers have an “A Rating” or better. Additionally, these life insurance policies are cash backed by the carriers, which means they are required to pay policy claims ahead of any other contractual obligation, including senior debt.
Our Employees As of December 31, 2024, we had 157 employees, none of whom are subject to any collective bargaining agreement or represented by a labor union. 25 of our employees are based outside of the United States. To date, we have not experienced any work stoppages and we consider our employee relations to be good.
The risks associated with our competitors are further discussed in Part I, Item 1A Risk Factors. Our Employees As of December 31, 2025, we had 326 employees, none of whom are subject to any collective bargaining agreement or represented by a labor union. We have 25 employees based outside of the United States.
Some of these laws, such as the CCPA, permit individual or class action claims for certain alleged violations, increasing the likelihood of such legal claims. Similarly, many of these laws require us to maintain an online privacy policy, terms of service and other informational pages that disclose our practices regarding the collection, processing and disclosure of personal information.
Similarly, many of these laws require us to maintain an online privacy policy, terms of service and other informational pages that disclose our practices regarding the collection, processing and disclosure of personal information. If these disclosures contain any information that a court or regulator finds to be inaccurate, we could also be exposed to legal or regulatory liability.
The CPRA significantly modifies the CCPA, including by imposing additional obligations on covered companies and expanding California consumers’ rights with respect to certain personal information. The CCPA’s restrictions on “sales” of personal information may restrict our use of cookies and similar technologies for advertising purposes, as well as increasing our compliance costs and potential liability.
The CCPA’s and other comprehensive consumer privacy laws provide for an opt-out right with respect to any restrictions on “sales” of personal information may restrict our use of cookies and similar technologies for advertising purposes, to the extent that individuals exercise their opt-out rights, as well as increasing our compliance costs and potential liability.
There is also discussion in Congress of new comprehensive federal data protection and privacy law to which we likely would be subject if it is enacted. Various regulators are interpreting existing state consumer protection laws to impose evolving standards for the online collection, use, dissemination and security of other personal data.
Various regulators are interpreting existing state consumer protection laws to impose evolving standards for the online collection, use, dissemination and security of other personal data. Courts may also adopt the standards for fair information practices which concern consumer notice, choice, security and access.
Proprietary Technology Platforms Support Our Business We have and continue to develop a comprehensive suite of technology products that helps drive origination, underwriting and trading. Specifically, we have created: 1.
In certain cases, we identify a purchaser prior to the close of a transaction, in which case the policy is transferred directly to the purchaser at closing using our life settlement closing services. Proprietary Technology Platforms Support Our Business We have and continue to develop a comprehensive suite of technology products that helps drive origination, underwriting and trading.
This division leverages proprietary analytics and market insights to identify unique opportunities through distinct investment strategies that deliver consistent performance through various market cycles while maintaining a disciplined approach to risk management. ABL Tech–– Building on decades of experience and proprietary health and longevity data sets, ABL Tech creates technology products that are revolutionizing the life planning industry.
This division leverages proprietary analytics and market insights to identify unique opportunities through distinct investment strategies that deliver consistent performance through various market cycles while maintaining a disciplined approach to risk management. During December 2024, we added two asset management companies in connection with two business acquisitions described above.
For example, California enacted the California Consumer Privacy Act (“CCPA”), which came into force in 2020. The CCPA and related regulations give California residents expanded rights to access and request deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used and shared.
These comprehensive consumer privacy laws provide individuals with rights to request access, correction and deletion of their personal information, opt out of certain personal information sharing, processing activities, and receive detailed information about how their personal information is used and shared.
ABL Wealth–– Leveraging more than two decades of proprietary data and algorithms, ABL Wealth is redefining wealth management through a transparent, cutting edge, data-driven approach. The division helps financial advisors create customized plans based on clients' health, longevity, and overall financial wellbeing, moving beyond one-size-fits-all planning to develop financial strategies tailored to each individual.
The division helps financial advisors create customized plans based on clients’ health, longevity, and overall financial wellbeing, moving beyond one-size-fits-all planning to develop financial strategies tailored to each individual. The Life Settlement Industry Large Addressable Market with Meaningful Growth Potential We operate within a large, growing and currently under-penetrated market.
The Company excludes making investments in life insurance policies based on certain types of the primary health impairment associated with the underlying insured to ensure that all policies are purchased in accordance with established industry standards and state law requirements. Following the origination, underwriting and valuation processes, we formally present our proposed purchase price to the policyholder or advisor.
We exclude considering certain types of primary health impairments associated with the underlying insured to ensure that all policies are purchased in accordance with established industry practice and state law requirements. These guidelines are designed to target life insurance policies that the Company believes will generate attractive risk adjusted returns.
These materials are also accessible on the SEC’s website at www.sec.gov.
The information on the Company’s website is not incorporated into this report or any other filing the Company makes with the SEC. These materials are also accessible on the SEC’s website at www.sec.gov. 12 Table of Contents
In the long-term, we believe securitized portfolios can drive an even lower cost of capital and can be sold in scale to third parties at a significant multiple. Proven Ability to Deploy Capital and Scale Over the past few years, we managed a $150 million capital base via a joint venture with a large alternative asset manager.
In the long-term, we believe securitized portfolios can drive an even lower cost of capital and can be sold in scale to third parties at a significant multiple. Scaling Asset Management and Fee-Related Earnings 9 Table of Contents The Company is focused on transitioning toward a more durable, recurring revenue model through the growth of its asset management platform.
Failure to comply with the laws and regulations could expose us to liability and/or damage our reputation. The risks associated with our regulated entities outside of the U.S. are further discussed in Part I, Item 1A Risk Factors. Available Information Our investor relations website address is https://ir.abacuslife.com/.
The risks associated with our regulated entities outside of the U.S. are further discussed in Part I, Item 1A Risk Factors. Securityholder Reports The Company is subject to the periodic and other reporting requirements of the Exchange Act, including the filing of annual, quarterly, and other reports, and amendments to those reports, with the SEC.
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Business CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 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.
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Item 1. Business Business Combination Abacus Global Management, Inc. (“we,” “us,” “our,” the “Company,” or “Abacus”) was formerly known as Abacus Life, Inc. and East Resources Acquisition Company (“ERES”). The Company was initially organized as ERES, a blank check company incorporated in Delaware on May 22, 2020.
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In addition to historical financial analysis, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions.
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On June 30, 2023, we completed a business combination by and between Abacus Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of ERES (“Abacus Merger Sub”), Longevity Market Assets, LLC, a Florida limited liability company (“LMA”), and Abacus Settlements, LLC, a Florida limited liability company (“Abacus Settlements” and, together with LMA, the “Companies”), pursuant to which (i) LMA Merger Sub merged with and into LMA, with LMA surviving and (ii) Abacus Merger Sub merged with and into Abacus, with Abacus 1 Table of Contents surviving (together the “Mergers” and, along with the transactions contemplated in the Merger Agreement, the “Business Combination”) and the Companies became direct wholly owned subsidiaries of ERES.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThere 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. • The Company’s policy acquisitions are limited by the market availability of life insurance policies that meet the Company’s eligibility criteria and purchase parameters, and failure to secure a sufficient number of quality life insurance policies could have a material adverse effect on the Company’s business. • The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could have a material adverse effect on the Company’s business. • 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 11 Table of Contents opposition from life insurance companies which could have a material adverse effect on the Company’s business. • The Company or third parties the Company relies upon 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 returns which could have a material adverse impact on the Company’s business. • The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities 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 Company faces privacy and cyber security risks related to its maintenance of proprietary information, including information regarding life settlement policies and the related insureds, and any adverse impact related to such risks could have a material adverse impact on the Company’s business. • The Company is subject to U.S. privacy laws and regulations.
Biggest changeThere may also be changes to life expectancies generally, or from improvements in health care treatments, resulting from people living longer in the future, which could result in a lower return on the Company’s life settlement policies. • The Company’s policy acquisitions are limited by the market availability of life insurance policies that meet the Company’s eligibility criteria and purchase parameters, and failure to secure a sufficient number of quality life insurance policies could have a material adverse effect on the Company’s business. • The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could have a material adverse effect on the Company’s business. • 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. • The Company, or third parties on which it relies, 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. • The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities which could have a material adverse impact on the Company’s business. • The Company faces privacy and cyber security risks related to its maintenance of proprietary information, including information regarding life settlement policies and the related insureds, and any adverse impact related to such risks could have a material adverse impact on the Company’s business. 13 Table of Contents • The failure of the Company to accurately and timely track and pay premium payments on the life insurance policies it holds could result in the lapse of such policies which would have a material adverse impact on the Company’s business. • 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.
This could also impose additional administrative burdens on the Company, including responding to examinations and other regulatory inquiries and implementing policies and procedures. Regulatory inquiries often are confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution.
This could also impose additional administrative burdens on the Company, including responding to examinations and other regulatory inquiries and implementing policies and procedures. Regulatory inquiries are often confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution.
If any such life insurance policies are affected by a cost of insurance increase, the value of such life insurance policy may be materially reduced and the Company may decide or may be forced to allow such life insurance policy to lapse, resulting in a loss to the Company.
If any such life insurance policies are affected by a cost of insurance increase, the policy value may be materially reduced and the Company may decide or may be forced to allow such life insurance policy to lapse, resulting in a loss to the Company.
Furthermore, from time to time, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.
Furthermore, from time to time, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies.
The supply of life insurance policies available in the 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.
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.
The market price of our Common Stock may be volatile because of numerous factors, including: • our operating and financial performance and prospects; • quarterly variations in operating results; • changes in financial estimates by us or securities analysts who may cover our stock or by our failure to meet the estimates made by securities analysts; • conditions that impact demand for products and/or services; • future announcements concerning our business, our clients’ businesses or our competitors’ businesses;market and industry perception of our success, or lack thereof, in pursuing our growth strategy; • changes in market valuations of other similar companies; • changes in laws or regulations applicable to our business; • additions or departures of key personnel; • changes in our capital structure, such as future issuances of debt, equity and equity-linked securities, including secured lending arrangements and securitizations; 32 Table of Contents • short sales, hedging and other derivative transactions involving our capital stock; • our limited public float and the relatively thin trading market for our Common Stock; • transactions in our Common Stock, by directors, officers, affiliates and other major investors; • strategic actions by us or our competitors, such as acquisitions or restructurings; • changes in laws or regulations which adversely affect our industry or us; • adverse resolution of new or pending litigation against us; and • changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from inflation, natural disasters, terrorist attacks, acts of war and responses to such events.
The market price of our Common Stock may be volatile because of numerous factors, including: • our operating and financial performance and prospects; 29 Table of Contents • quarterly variations in operating results; • changes in financial estimates by us or securities analysts who may cover our stock or by our failure to meet the estimates made by securities analysts; • conditions that impact demand for products and/or services; • future announcements concerning our business, our clients’ business or our competitors’ businesses; market and industry perception of our success, or lack thereof, in pursuing our growth strategy; • changes in market valuations of other similar companies; • changes in laws or regulations applicable to our business; • additions or departures of key personnel; • changes in our capital structure, such as future issuances of debt, equity and equity-linked securities, including secured lending arrangements and securitizations; • short sales, hedging and other derivative transactions involving our capital stock; • our limited public float and the relatively thin trading market for our Common Stock; • transactions in our Common Stock, by directors, officers, affiliates and other major investors; • strategic actions by us or our competitors, such as acquisitions or restructurings; • changes in laws or regulations which adversely affect our industry or us; • adverse resolution of new or pending litigation against us; and • changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from inflation, natural disasters, terrorist attacks, acts of war and responses to such events.
The life settlement industry and some of its participants have also been, and may continue to be, portrayed negatively in a number of widely read publications and other forms of media. These opponents regularly contend that life settlement transactions are contrary to public policy by promoting financial speculation on human life and often involve elements of fraud and other wrongdoing.
The life settlement industry and some of its participants have been, and may continue to be, portrayed negatively in a number of widely read publications and other forms of media. These opponents regularly contend that life settlement transactions are contrary to public policy by promoting financial speculation on human life and often involve elements of fraud and other wrongdoing.
We must comply with differing labor practices and foreign laws, including data privacy requirements, licensing regulations, anti-money laundering, counter terrorist-financing, and anti-corruption rules and laws and regulations applicable to U.S. business operations abroad, any or all of which will impose administrative burdens on the Company.
The Company must comply with differing labor practices and foreign laws, including data privacy requirements, licensing regulations, anti-money laundering, counter terrorist-financing, and anti-corruption rules and laws and regulations applicable to U.S. business operations abroad, any or all of which will impose administrative burdens on the Company.
The occurrence of any one or more of these factors could adversely affect the Company’s performance and returns. The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities which could have a material adverse impact on the Company’s business.
The occurrence of any one or more of these factors could adversely affect the Company’s performance and investment returns. The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities which could have a material adverse impact on the Company’s business.
If a life insurance company increases the cost of insurance charged for any of the life insurance policies held by the Company, the amounts required to be paid for insurance premiums due for these life insurance policies may increase, requiring the Company to incur additional costs for the life insurance policies which may reduce the value of such life insurance policies and consequently affect the returns available on such policies.
If a life insurance company increases the cost of insurance charged for any of the life insurance policies held by the Company, the amounts required to be paid for insurance premiums due for these life insurance policies may increase, requiring the Company to incur additional costs for the life insurance policies which may reduce the value of such life insurance policies and consequently affect the investment returns available on such policies.
Developments in an audit, litigation, or laws, regulations, administrative practices, principles, and interpretations could have a material effect on our operating results or cash flows. The final outcome of tax audits, investigations, and any related litigation could be materially different from our historical tax provisions and accruals.
Developments in an audit, litigation, or laws, regulations, administrative practices, principles, and interpretations could have a material effect on our operating results or cash flows. The outcome of tax audits, investigations, and any related litigation could be materially different from our historical tax provisions and accruals.
Each of the foregoing factors could materially and adversely affect the performance of the Company. 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.
Each of the foregoing factors could materially and adversely affect the performance of the Company. 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.
In addition, in order to raise capital, we may need to issue securities that are convertible into or exchangeable for a significant amount of our Common Stock. Our board of directors may generally issue those shares of Common Stock and Preferred Stock, or convertible securities to purchase those shares, without further approval by our stockholders.
In addition, to raise capital, we may need to issue securities that are convertible into or exchangeable for a significant amount of our Common Stock. Our board of directors may generally issue those shares of Common Stock and Preferred Stock, or convertible securities to purchase those shares, without further approval by our stockholders.
An insurance policy may only be initially purchased by a person or entity who has an insurable interest in the insured. For example, if a spouse purchases an insurance policy on his or her spouse or a company purchases an insurance policy on an employee.
A life insurance policy may only be initially purchased by a person or entity who has an insurable interest in the insured. For example, if a spouse purchases an insurance policy on his or her spouse or a company purchases a life insurance policy on an employee.
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 returns which could have a material adverse impact on the Company’s business.
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.
While the Company does not believe it has invested in any STOLI polices, and has policies and procedures in place to identify potential STOLI policies, there can be no guarantee that the Company will identify all STOLI policies.
While the Company does not believe it has invested in any STOLI polices and has policies and procedures in place designed to identify potential STOLI policies, there can be no guarantee that the Company will identify all STOLI policies.
Life insurance companies have in the past materially increased the cost of insurance charges. There can be no assurance that life insurance policies acquired by the Company will not be subject to cost of insurance increases.
Some life insurance companies have in the past materially increased the cost of insurance charges. There can be no assurance that life insurance policies acquired by the Company will not be subject to cost of insurance increases.
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.
Our Board has broad discretion to issue additional securities, and 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.
Furthermore, the techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently with increasing sophistication and may be difficult to detect for long periods of time. For example, hardware or software acquired from third parties may contain defects in design or other problems that could unexpectedly compromise information security.
Furthermore, the techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently, demonstrate increasing sophistication and may be difficult to detect for long periods of time. For example, hardware or software acquired from third parties may contain defects in design or other problems that could unexpectedly compromise information security.
In addition, insureds frequently have an expectation of confidentiality even if they are not legally entitled to it. Even if the Company properly obtains and uses otherwise private health information, but fails to maintain the confidentiality of such information, the Company may be the subject of complaints from the affected individuals, their families and relatives and, potentially, interested regulatory authorities.
In addition, insureds frequently have an expectation of confidentiality even if they are not legally entitled to it. Even if the Company properly obtains and uses otherwise personal health information, but fails to maintain the confidentiality of such information, the Company may be the subject of complaints from the affected individuals, their families and relatives and, potentially, interested regulatory authorities.
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.
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.
A change in the availability of life insurance policies could adversely affect the Company’s ability to execute its strategy and meet its objectives. The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could have a material adverse effect on the Company’s business.
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. The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could have a material adverse effect on the Company’s business.
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.
Some life insurance companies have begun offering to repurchase their own in-force life insurance policies from their 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 EU General Data Protection Regulation (the “GDPR”) is a comprehensive regulation applying across all EU member states. All our business units (regardless of whether they are located in the EU) may be subject to the GDPR when personal data is processed in relation to the offer of goods and services to individuals within the EU.
The EU General Data Protection Regulation (the “GDPR”) is a comprehensive regulation applying across all EU member states. All the Company’s business units (regardless of whether they are located in the EU) may be subject to the GDPR when personal data is processed in relation to the offer of goods and services to individuals within the EU.
Some cases have also been initiated by life insurance companies, challenging the legality of the original issuance of policies on insurable interest grounds and asserting that such policies constitute “Stranger-Originated Life Insurance” or “STOLI,” which is defined as a practice or plan to initiate a life insurance policy for a third-party investor who, at the time of policy origination, has no insurable interest in the insured.
Some cases have also been initiated by life insurance companies, challenging the legality of the original issuance of policies on insurable interest grounds and asserting that such policies constitute “Stranger-Originated Life Insurance” or “STOLI,” 27 Table of Contents which is defined as a practice or plan to initiate a life insurance policy for a third-party investor who, at the time of policy origination, has no insurable interest in the insured.
Failure to comply with Section 404 of Sarbanes-Oxley could potentially subject us to sanctions or investigations by the SEC, FINRA or other regulatory authorities, as well as increase the risk of liability arising from litigation based on securities law.
Failure to comply with Section 404 of Sarbanes-Oxley could potentially subject the Company to sanctions or investigations by the SEC, FINRA or other regulatory authorities, as well as increase the risk of liability arising from litigation based on securities law.
There can be no assurance that we will enter into such hedges or that our hedges will have their intended effects.
There can be no assurance that we will enter such hedges or that our hedges will have their intended effects.
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 brokers and investment funds for the purchase of life settlement policies.
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 providers and investment funds for the purchase of life settlement policies.
Our actual results of operations vary from period to period based on revisions to these estimates. See the “Critical Accounting Estimates” section of Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information.
The Company’s actual results of operations vary from period to period based on revisions to these estimates. See the “Critical Accounting Estimates” section of Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information.
In addition, there may be information directly relevant to the value of a life insurance policy, including, but not limited to, information relating to the insured’s medical or financial condition, to which the Company will not have access.
In addition, there may be information directly relevant to the value of a life insurance policy, including, but not limited to, information relating to the insured’s medical condition, to which the Company will not have access.
The GDPR is complex and compliance may be costly. Our failure to comply with GDPR and other countries’ privacy or data security-related laws, rules or regulations could result in significant penalties imposed by regulators which could have an adverse effect on our business financial condition and results of operations.
The GDPR is complex and compliance may be costly. Any failure to comply with GDPR and other countries’ privacy or data security-related laws, rules or regulations could result in significant penalties imposed by regulators which could have an adverse effect on its business financial condition and results of operations.
Risk Factors Summary Risks Related to the Business and Regulatory Matters • The Company’s valuation of life insurance policies is uncertain as many life insurance policies’ values are tied to their actual maturity date and any erroneous valuations could have a material adverse impact on the Company’s business. • The Company could fail to accurately forecast life expectancies.
Risk Factors Summary Risks Related to our Business • The Company’s valuation of life insurance policies is uncertain as many life insurance policies’ values are tied to their actual maturity date and any erroneous valuations could have a material adverse impact on the Company’s business. • The Company could fail to accurately forecast life expectancies.
Violations of these laws and regulations could result in fines and penalties, criminal sanctions, tariffs or duties, restrictions on our business conduct and on our ability to offer our services in one or more countries, and could also materially adversely affect our reputation, our ability to attract and retain employees, our international operations, our business and our operating results.
Violations of these laws and regulations could result in fines and penalties, criminal sanctions, tariffs or duties, restrictions on our business conduct and on the Company’s ability to offer its services in one or more countries, and could also materially adversely affect its reputation, ability to attract and retain employees, international operations, and its business and operating results.
Increased competition for life settlement policies may result in the Company being unable to access the number of life settlement policies that it desires for its business at prices that it deems acceptable.
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.
The existence of a stock repurchase program could cause our stock price to be higher than it would be absent the program and could reduce market liquidity for our stock. Use of our funds to repurchase stock could diminish our cash reserves, which may impact our ability to finance growth, pursue strategic opportunities, and discharge liabilities.
The existence of a stock repurchase program could cause our stock price to be higher than it would be absent the program and could reduce market liquidity for our stock. Use of our 28 Table of Contents funds to repurchase stock could diminish our cash reserves, which may impact our ability to finance growth, pursue strategic opportunities, and discharge liabilities.
In the event an insurance company experiences significantly higher than anticipated expenses associated with operation and/or policy administration, or, in some instances, lower investment returns, the insurance company may have the right to increase the charges to each of its policy owners, but not beyond guaranteed maximums.
In the event a life insurance company experiences significantly higher than anticipated expenses associated with operation and/or policy administration, or, in some instances, lower investment returns, the insurance company may have the right to increase the charges to each of its policy owners, but not beyond guaranteed maximums.
We may face litigation or other claims as a result of the terms and conditions of our acquisition agreements, stock purchase agreements, tender offers and other agreements to purchase equity interests in target companies, such as earnout payments or closing net asset adjustments. Shareholder litigation may arise as a result of proposed acquisitions.
We may face litigation or other claims because of the terms and conditions of our acquisition agreements, stock purchase agreements, tender offers and other agreements to purchase equity interests in target companies, such as earnout payments or closing net asset adjustments. Shareholder litigation may arise because of proposed acquisitions.
We are subject to a number of risks due to our international operations, including: • difficulties in staffing and managing foreign operations; • coordinating our information and data processing systems, communications, policies and logistics across geographic distances, multiple time zones and in different languages; • changes in tax regulations or practice, and rates in both U.S. and foreign countries; • lost business or financial harm due to protectionism in the United States and in countries around the world, including adverse trade policies, price controls or economic sanctions, • government actions affecting the flow of goods, services and currency, • governmental restrictions on the transfer of funds to us and from our operations outside the United States; • changes in the geopolitical environment, wars, conflicts, or trade barriers or blockades in Luxembourg and/or in the EU, which may adversely affect business activity and economic conditions globally and could contribute to instability in global financial and foreign exchange markets, as well as disrupt the free movement of goods, services, and people between countries; • cash balances held in foreign banks and institutions where governments have not specifically enacted formal guarantee programs; 28 Table of Contents • differences in the availability and terms of financing; • Luxembourg and EU regulatory reforms exposing the Company to increasing regulatory scrutiny as well as regulatory uncertainty; and • epidemics or pandemics on a regional or global level.
The Company derives a portion of its revenues from sources located outside of the U.S. and is subject to a number of risks due to our international operations, including: • difficulties in staffing and managing foreign operations; • coordinating our information and data processing systems, communications, policies and logistics across geographic distances, multiple time zones and in different languages; • changes in tax regulations or practice, and rates in both U.S. and foreign countries; • lost business or financial harm due to protectionism in the United States and in countries around the world, including adverse trade policies, price controls or economic sanctions, • government actions affecting the flow of goods, services and currency, • governmental restrictions on the transfer of funds to us and from our operations outside the United States; • changes in the geopolitical environment, wars, conflicts, or trade barriers or blockades in Luxembourg and/or in the EU, which may adversely affect business activity and economic conditions globally and could contribute to instability in global financial and foreign exchange markets, as well as disrupt the free movement of goods, services, and people between countries; • cash balances held in foreign banks and institutions where governments have not specifically enacted formal guarantee programs; • differences in the availability and terms of financing; • Luxembourg and EU regulatory reforms exposing the Company to increasing regulatory scrutiny as well as regulatory uncertainty; and 23 Table of Contents • epidemics or pandemics on a regional or global level.
If the Company is unable to prevent third parties from infringing upon, violating or misappropriating the Company’s intellectual property or is required to incur substantial expenses defending the Company’s intellectual property rights, the Company’s business, financial condition and results of operations may be materially adversely affected.
If the Company is unable to prevent third parties from infringing upon, violating or misappropriating the Company’s intellectual 21 Table of Contents property or is required to incur substantial expenses defending the Company’s intellectual property rights, the Company’s business, financial condition and results of operations may be materially adversely affected.
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.
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 15 Table of Contents 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.
Risks Related to the Business and Regulatory Matters The Company’s valuation of life insurance policies is uncertain as many life insurance policies’ values are tied to their actual maturity date and any erroneous valuations could have a material adverse impact on the Company’s business.
Risks Related to our Business The Company’s valuation of life insurance policies is uncertain as many life insurance policies’ values are tied to their actual maturity date and any erroneous valuations could have a material adverse impact on the Company’s business.
If in violation of HIPAA, the Company may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations. HIPAA also authorizes state Attorneys Generals to file suit on behalf of their residents. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases.
If in violation of HIPAA, the Company may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations. HIPAA also authorizes state Attorneys General to file suits on behalf of their residents. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases.
In addition, interpretation of tax regulations requires us to exercise our judgment and taxing authorities or our independent registered public accounting firm may reach conclusions about the application of 26 Table of Contents such regulations that differ from our conclusions.
In addition, interpretation of tax regulations requires us to exercise our judgment and taxing authorities or our independent registered public accounting firm may reach conclusions about the application of such regulations that differ from our conclusions.
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.
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 insurance regulatory authority.
The Company relies on data processing systems to price and close transactions, to evaluate investments, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Company’s activities.
The Company relies on data processing systems, including data processing systems of third parties, to price and close transactions, to evaluate investments, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Company’s activities.
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.
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.
Any legislation or court or regulatory interpretations leading to that regulatory change or a change in the transactions that are 18 Table of Contents characterized as life settlement transactions could lead to significantly increased compliance costs and increased liability risk to the Company, and could adversely affect the Company’s ability to acquire or sell life insurance policies in the future.
Any legislation or court or regulatory interpretations leading to that regulatory change or a change in the transactions that are characterized as life settlement transactions could lead to significantly increased compliance costs and increased liability risk to the Company and could adversely affect the Company’s ability to acquire or sell life insurance policies in the future.
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.
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.
As such, the Company may acquire certain life insurance policies that may be deemed by an issuing 21 Table of Contents insurance company to be STOLI policies, whether purposefully, if the Company deems such life insurance policy to be an attractive investment even after taking into account the insurable interest risk, or inadvertently, where the true nature of such life insurance policy is not discovered prior to its acquisition by the Company.
As such, the Company may acquire certain life insurance policies that may be deemed by an issuing insurance company to be STOLI policies, if the Company deems such life insurance policy to be an attractive investment even after taking into account the insurable interest risk, or inadvertently, where the true nature of such life insurance policy is not discovered prior to its acquisition by the Company.
The Company or third parties the Company relies upon 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. The Company relies on third party data for tracking and servicing its life settlement policies.
The Company, or third parties on which it relies, 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. The Company utilizes certain third party data for tracking and servicing its life settlement policies.
Despite the Company’s efforts to implement these protections, they may not adequately protect its business for a variety of reasons, including: • inability to successfully register or obtain patents and other intellectual property rights for important innovations that sufficiently protect the full scope of such innovations; • inability to maintain appropriate confidentiality and other protective measures to establish and maintain the Company’s trade secrets; 23 Table of Contents • uncertainty in, and evolution of, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights; • potential invalidation of the Company’s intellectual property rights through administrative processes or litigation; and • other practical, resource, or business limitations on the Company’s ability to detect and prevent infringement or misappropriation of our rights and to enforce our rights.
Despite the Company’s efforts to implement these protections, it may be unable to adequately protect its business for a variety of reasons, including: • an inability to successfully register or obtain patents and other intellectual property rights for important innovations that sufficiently protect the full scope of such innovations; • an inability to maintain appropriate confidentiality and other protective measures to establish and maintain the Company’s trade secrets; • uncertainty in, and evolution of, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights; • potential invalidation of the Company’s intellectual property rights through administrative processes or litigation; and • other practical, resource, or business limitations on the Company’s ability to detect and prevent infringement or misappropriation of our rights and to enforce our rights.
Cases have also been brought by the life insurance 17 Table of Contents companies that challenge the legality of the original issuance of the life insurance policies based on lack of insurable interest, fraud and misrepresentation grounds. Further, both federal and U.S. state statutes safeguard an insured’s private health information.
Cases have also been brought by the life insurance companies that challenge the legality of the original issuance of the life insurance policies based on lack of insurable interest, fraud and misrepresentation. 18 Table of Contents Further, both U.S. federal and state statutes safeguard an insured’s personal health information.
Our results of operations and financial condition are affected by fluctuations in exchange rates between the Euro and the U.S. dollar. The exchange rates between the Euro against the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future.
Our results of operations and financial condition are affected by fluctuations in exchange rates between the Euro, the functional currency of our Carlisle subsidiary, and the U.S. dollar. The exchange rates between the Euro against the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future.
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. We have funded our operations since inception primarily through our origination, active management and holding of life settlement policies.
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 has funded its operations since inception primarily through its origination, active management and holding of life settlement policies.
Many regulators, lawmakers and other governmental authorities, as well as many insurance companies and insurance industry organizations, are hostile to or otherwise concerned about certain aspects of the longevity-contingent asset markets.
Many regulators, lawmakers and other governmental authorities, as well as many life insurance companies and life insurance industry organizations, are hostile to, or otherwise concerned about, certain aspects of the longevity-contingent asset markets that underlie the life settlement industry.
The Company is currently licensed and operating in 49 states. Increased regulation (whether promulgated under insurance laws or any other applicable law) and regulatory oversight of and changes in law applicable to life settlements may restrict the ability of the Company to carry on its business as currently conducted.
Increased regulation (whether promulgated under insurance laws or any other applicable law) and regulatory oversight of and changes in law applicable to life settlements may restrict the ability of the Company to carry on its business as currently conducted.
Kestrel Aircraft Company, Incorporated, case No. 18-10510, concluded that whole, non-variable life insurance policies, when offered for sale to an investor, were securities for purposes of the Investment Company Act.
Kestrel Aircraft Company, Incorporated , concluded that whole, non-variable life insurance policies, when offered for sale to an investor, were securities for purposes of the Investment Company Act.
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.
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.
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.
If the Company is unable to certify the effectiveness of its internal controls, or if its internal controls have a material weakness, the Company may not detect errors in a timely fashion, its consolidated financial statements could be misstated, it could be subject to regulatory scrutiny and a loss of confidence by stakeholders, which could harm its business and adversely affect the market price of its common stock.
While most life insurance policies may not be challenged for fraud after the end of the two-year contestability period, there may be situations where such fraud in connection with the issuance of a life insurance policy may survive the contestability period.
While present law provides that most life insurance policies may not be challenged for fraud after the end of the two-year contestability period, there may be situations where such fraud in connection with the issuance of a life insurance policy may survive its contestability period.
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’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.
The success of the Company is dependent upon the talents and efforts of highly skilled individuals employed by the Company and the Company’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate experienced management, talented investment professionals and other employees.
The success of the Company depends on the talents and efforts of the highly skilled individuals employed by the Company and the Company’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate experienced management, talented investment professionals and other employees.
Due to the type of information the Company collects, including personal, medical, and financial information on the underlying insureds, and the nature of its services, the Company is subject to privacy laws.
Due to the type of information the Company collects, including personal, medical, and financial information on the underlying insureds and policyholders, and the nature of its services, the Company is subject to privacy 26 Table of Contents laws.
Continued public opposition to the life settlement industry, as well as actual or alleged wrongdoing by participants in the 16 Table of Contents industry, could have a material adverse effect on the Company and its investors, including on the value and/or liquidity of the Company’s investments.
Continued public opposition to the life settlement industry, as well as actual or alleged wrongdoing by participants in the industry, could have a material adverse effect on the Company and its investors, including on the value and/or liquidity of the Company’s investments, or in shaping public opinion about the life settlement industry.
If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results and financial condition. If we incur debt, the debt holders could have rights senior to holders of the notes to make claims on our assets.
If adequate funds are not available on acceptable terms, the Company may be unable to invest in future growth opportunities, which could harm its business, operating results and financial condition. If the Company incurs debt, the debt holders could have rights senior to holders of the notes to make claims on the Company’s assets.
We cannot be certain when or if our operations will generate sufficient cash to fund our ongoing operations or the growth of our business. We intend to continue to make investments to support our business and may require additional funds. Additional financing may not be available on favorable terms, if at all.
The Company cannot be certain when or if its operations will generate sufficient cash to fund our ongoing operations or the growth of our business. 22 Table of Contents The Company intends to continue to make investments to support its business and may require additional funds. Additional financing may not be available on favorable terms, if at all.
The investments we make in accordance with our investment objectives may result in a higher amount of risk when compared to alternative investment options and volatility or loss of principal.
The investments we make in accordance with our investment objectives, which focus on life insurance policies, may result in a higher amount of risk when compared to alternative investment options and volatility or loss of principal.
If our cash flow and capital resources are insufficient to service our debt obligations, we may be forced to seek extraordinary dividends from our subsidiaries, sell assets, seek additional equity or debt capital or restructure our debt. However, these measures might be unsuccessful or inadequate in permitting us to meet scheduled debt service obligations.
If the Company’s cash flow and capital resources are insufficient to service debt obligations, it may be forced to seek extraordinary dividends from its subsidiaries, sell assets, seek additional equity or debt capital or restructure its debt. However, these measures might be unsuccessful or inadequate in permitting the Company to meet scheduled debt service obligations.
It is not possible to verify the accuracy or completeness of each piece of information or the completeness of the overall information supplied by such parties. Any such misstatement or omission could cause the Company to rely on assumptions which turn out to be inaccurate.
It is not possible to verify the accuracy or completeness of each piece of information or the completeness of the overall information supplied at the origination of an insurance policy. Any such misstatement or omission could cause the Company to rely on assumptions which turn out to be inaccurate.
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.
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.
Our failure to raise capital when needed could harm our business, operating results and financial condition.
A failure to raise capital when needed could harm the Company’s business, operating results and financial condition.
All states require that the initial purchaser of a new life insurance policy insuring the life of another individual have an insurable interest in that individual’s life at the time of the original issuance of the policy. An “insurable interest” is an economic stake in an event for which a person or entity purchases an insurance policy.
All states require that the initial purchaser of a new life insurance policy insuring the life of another individual have an insurable interest in that individual’s life at the time of the original issuance of the policy. An “insurable interest” is an economic stake the continued life of an insured.
Item 1A. Risk Factors The following discussion of "Risk Factors" identifies factors that may adversely affect our business, operations, financial condition or future performance. 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.
Item 1A. Risk Factors The following discussion of “Risk Factors” identifies factors that we believe could adversely affect our business, operations, financial condition or future 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.
While the insurance companies did not specify the reason for the increases, it is generally believed that the low interest rate environment was a significant contributing factor in the decision to raise the cost of insurance. The Company may not be able to liquidate its life insurance policies which could have a material adverse effect on the Company’s business.
While the insurance companies historically have not specified the reasons for premium increases, it is generally believed that low interest rate environments were a significant contributing factor in the decision to increase the cost of insurance. 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 exercise of such Warrants and the issuance of additional securities may cause substantial dilution to our stockholders. If we issue additional debt securities, our operations may be restricted, we will be exposed to additional risk and the market price of our Common Stock could be adversely affected.
If we issue additional debt securities, our operations may be restricted, we will be exposed to additional risk and the market price of our Common Stock could be adversely affected.
On July 22, 2010, the SEC released a staff report that recommended that Congress clearly define life settlements to be securities, so that the investors in life settlements transactions would be protected under the U.S. federal securities laws. To date, the SEC has not made another such recommendation to Congress nor has Congress acted on the SEC staff’s report.
On July 22, 2010, the SEC released a staff report that recommended that Congress clearly define life settlements to be securities, so that the investors in life settlements transactions would be protected under the U.S. federal securities laws.
Network connected services provided by third parties to the Company may be susceptible to compromise, leading to a breach of the Company’s network and/or business interruptions. The Company’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. The Company is subject to U.S. privacy laws and regulations.
Network connected services provided by third parties to the Company may be susceptible to compromise, leading to a breach of the Company’s network and/or business interruptions. The Company’s systems or facilities may be susceptible to employee error or malfeasance, surveillance by hostile threat actors, or other security threats.
Generally, there are two forms of insurable interest in the life of an individual, familial and financial. Additionally, an individual is deemed to have an insurable interest in his or her own life. Insurable interest is determined at the inception of the policy. The definition of exactly what constitutes “insurable interest” tends to vary by state.
Generally, there are two forms of insurable interest in the life of an individual, familial and financial. Additionally, an individual is deemed to have an insurable interest in his or her own life. Insurable interest is determined at the inception of the policy.
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.
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.
Our accounting policies are critical to the manner in which we present our results of operations and financial condition. Many of these policies, including policies relating to the recognition of revenue, are highly complex and involve many assumptions, estimates and judgments. We are required to review these assumptions, estimates and judgments regularly and revise them when necessary.
Accounting policies are critical to the way the Company presents its results of operations and financial condition. Many of these policies, including policies relating to the recognition of revenue, are highly complex and involve many assumptions, estimates and judgments. The Company is required to review these assumptions, estimates and judgments regularly and revise them when necessary.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company has a dedicated cybersecurity team led by the CISO who is responsible for executing the risk strategy and policies developed in coordination with the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, Presidents, and the Vice Presidents of Finance and Capital Markets.
Biggest changeThe Company has a dedicated cybersecurity team led by the CISO who is responsible for executing the risk strategy and policies developed in coordination with the Company’s Chief Executive Officer, Chief Financial Officer, Presidents, and the Vice Presidents of Finance and Capital Markets. The CISO periodically reports to the Audit Committee concerning its cybersecurity and cybersecurity risk management strategies.
The effectiveness of our security policy and procedures are tested frequently with periodic effectiveness reports shared with senior management and the Audit Committee to facilitate their risk oversight responsibilities. No risks from cybersecurity threats or previous cybersecurity incidents have materially affected our business strategy, results of operations, or financial condition.
The effectiveness of our security policy and procedures are tested frequently with periodic effectiveness reports shared with senior management and the Audit Committee to facilitate their risk oversight responsibilities. No risks from cybersecurity threats or previous cybersecurity incidents have materially affected, or are likely to materially affect our business strategy, results of operations, or financial condition.
However, there can be no assurance that our controls and 34 Table of Contents procedures in place to monitor and mitigate the risks of cyber threats, including the remediation of critical information security and software vulnerabilities, will be sufficient and/or timely and that we will not suffer material losses or consequences in the future.
However, there can be no assurance that our controls and procedures in place to monitor and mitigate the risks of cyber threats, including the remediation of critical information security and software vulnerabilities, will be sufficient and/or timely and that we will not suffer material losses or consequences in the future.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters is located in Orlando, Florida. The office lease for our headquarters consists of approximately 19 thousand square feet of office space expiring in December 2029. We also lease office space in Luxembourg for our Asset Management business consisting of approximately 2 thousand square feet pursuant expiring in July 2033.
Biggest changeItem 2. Properties Our corporate headquarters is in Orlando, Florida. The office lease for our headquarters consists of approximately 19 thousand square feet of office space expiring in December 2029. We also lease office space in Luxembourg for our Asset Management business consisting of approximately 2 thousand square feet pursuant expiring in July 2033.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, the Company believes, based on current knowledge and after consultation with counsel, that 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 end of the period to which this Report relates. Item 4. Mine Safety Disclosures Not applicable. Part II
Biggest changeHowever, the Company believes, based on current knowledge and 31 Table of Contents after consultation with counsel, that 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 end of the period to which this Report relates. Item 4. Mine Safety Disclosures Not applicable.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock, warrants, and fixed rate senior notes are currently listed on The NASDAQ Stock Market under the ticker symbol “ABL”, “ABLLW”, and “ABLLL”, respectively. Holders On March 20, 2025, there were 29 holders of record of our common stock.
Biggest changeItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock and fixed rate senior notes are currently listed on the New York Stock Exchange under the ticker symbol “ABX” and “ABXL”, respectively. Holders On March 10, 2026, there were 46 holders of record of our common stock.
Any future determination to declare cash dividends on our common stock will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, general business conditions, Delaware law, and other factors that our board of directors may deem relevant.
Any future determination to declare cash dividends on our common stock will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, general business conditions, Delaware law, and other factors that our board of directors may deem relevant. Unregistered Sales of Equity Securities None.
Purchases of equity securities by the issuer Refer to Note 15 Shareholders’ Equity to the consolidated financial statements for further discussion of our stock repurchase program. Item 6. [Reserved] 36 Table of Contents
Purchases of equity securities by the issuer Refer to Note 15, Convertible Preferred Stock and Stockholders’ Equity to the consolidated financial statements for further discussion of our stock repurchase program. Item 6. [Reserved]
Removed
Dividends We have not declared or paid dividends on our common stock to date.
Added
Dividends On November 7, 2025, the Company announced an annual dividend of $0.20 that was paid to shareholders on December 17, 2025. The Company anticipates paying comparable annual dividends in the future. There are no restrictions in the Company’s charter on its ability to pay dividends.
Removed
In addition, our senior secured credit facility contains restrictions on our ability to pay dividends. We do not anticipate paying cash dividends on our common stock for the foreseeable future.
Removed
Unregistered Sales of Equity Securities On December 2, 2024, the Company closed on an acquisition of FCF Advisors, LLC in which we issued approximately 578,000 shares of our common stock valued at $7.92 per share.
Removed
The issuance of the common 35 Table of Contents stock to the 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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table presents a reconciliation of Proforma Adjusted Net Income to the most comparable GAAP financial measure, Net (Loss) Income Attributable to Common Stockholders and Net (Loss) Income for Common Stockholders and Proforma Adjusted EPS to the most comparable GAAP financial measure, (Loss) Earnings per Share, on a historical basis for the periods indicated below: Years Ended December 31, 2024 2023 NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (15,303,922) $ 9,516,626 Net income for Carlisle [1] 3,996,229 5,196,037 Net loss for Abacus Settlements [2] — (974,901) Proforma net (loss) income available to common stockholders (11,307,693) 13,737,762 Net income attributable to non-controlling interests (956,987) (482,139) Amortization expense 8,738,141 3,724,016 Stock compensation expense 43,435,215 10,768,024 Business acquisition costs 342,628 — Loss on change in fair value of warrant liability 2,702,040 4,204,360 Tax impact [3] 9,151,161 2,069,993 Proforma Adjusted Net Income $ 52,104,505 $ 34,022,016 Weighted-average shares of Class A common stock outstanding - basic 70,761,830 56,951,414 Weighted-average shares of Class A common stock outstanding - diluted 70,761,830 57,767,898 Proforma Adjusted EPS - basic $ 0.74 $ 0.60 Proforma Adjusted EPS - diluted $ 0.74 $ 0.59 [1] Net income attributable to Carlisle, includes all 2024 and 2023 activity. [2] Net loss attributable to Abacus Settlements, LLC, includes all of 2023 activity. [3] 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.
Biggest changeThe 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 periods indicated below: Year Ended December 31, 2025 Year Ended December 31, 2024 Gross Estimated Tax [2] Net Gross Estimated Tax [2] Net NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. $ 36,525,269 $ — $ 36,525,269 $ (10,350,706) $ — $ (10,350,706) Net income (loss) attributable to noncontrolling interests 786,683 — 786,683 (956,987) — (956,987) Amortization expense 17,335,728 (4,393,741) 12,941,987 8,738,141 (2,214,682) 6,523,459 Stock-based compensation 15,519,382 (3,933,387) 11,585,995 43,435,215 (11,008,655) 32,426,560 Allowance for credit losses 1,245,575 (315,691) 929,884 — — — Business acquisition and special legal costs 11,788,498 (2,987,795) 8,800,703 342,628 (86,839) 255,789 Loss on change in fair value of warrant liability 1,704,193 (431,928) 1,272,265 2,702,040 (684,832) 2,017,208 Tax impact [1] 755,305 — 755,305 9,151,161 — 9,151,161 PRO FORMA ADJUSTED NET INCOME $ 85,660,633 $ (12,062,542) $ 73,598,091 $ 53,061,492 $ (13,995,008) $ 39,066,484 PRO FORMA WEIGHTED-AVERAGE STOCK OUTSTANDING—BASIC 96,141,753 96,141,753 96,141,753 61,548,095 61,548,095 61,548,095 PRO FORMA WEIGHTED-AVERAGE STOCK OUTSTANDING—DILUTED 99,230,950 99,230,950 99,230,950 61,548,095 61,548,095 61,548,095 PRO FORMA ADJUSTED EPS—BASIC $ 0.89 $ (0.13) $ 0.76 $ 0.86 $ (0.23) $ 0.63 PRO FORMA ADJUSTED EPS—DILUTED $ 0.86 $ (0.12) $ 0.74 $ 0.86 $ (0.23) $ 0.63 [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. 44 Table of Contents Note: Totals may not add up due to rounding.
Key Business Metrics and Non-GAAP Financial Measures 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.
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 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 (Loss) Income attributable to Common Stockholders, EPS Adjusted EBITDA Net (Loss) 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 (Loss) Income (for Adjusted EBITDA and Adjusted EBITDA Margin), Net (Loss) Income Attributable to Common Stockholders (for Adjusted Net Income) or Earnings per Share (for Adjusted EPS), which are considered to be the most directly comparable GAAP measures.
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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion provides an analysis of the Company's financial condition, cash flows and results of operations from management'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.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’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.
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. During 2024, we evaluated our other intangible assets for impairment and did not record any impairment charges.
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. During 2025, we evaluated our other intangible assets for impairment and did not record any impairment charges.
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 (Loss) Income Attributable to Common Stockholders, (Loss) Earnings per Share or other consolidated statements of operations and comprehensive (loss) income data prepared in accordance with GAAP.
These non-GAAP financial measures 41 Table of Contents 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 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 judgement 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.
Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA is net income adjusted for depreciation expense, amortization, interest expense, income tax, business acquisition costs and special legal 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, (gain) loss on change in fair value of debt, loss on 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 loss on investments), non-cash stock based compensation, and other items.
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.
Contractual Obligations and Commitments Refer to the following notes in our 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. 55 Table of Contents • Note 20, Leases, for our outstanding lease obligations.
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.
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.
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.
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.
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 32 Table of Contents Exchange Act including statements regarding our expectations, hopes, intentions or strategies regarding the future.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Form 10-K discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Adjusted EBITDA should not be determined as substitution for net (loss) income, cash flows (used in) provided by operating, investing, and financing activities, operating (loss) income, or other metrics prepared in accordance with U.S. GAAP. Management believes the use of Adjusted EBITDA assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods.
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.
Adjusted Net Income is presented for the purpose of calculating Adjusted EPS. The Company defines Adjusted Net Income as Net (Loss) Income 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.
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 special legal costs, and non-cash stock-based compensation and the related stock-based limitation tax effect before the estimated tax effect.
Abacus Settlements screens them 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 face value (“Origination Revenue”).
The Company then screens these 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.
The number of policy originations directly correlates with origination revenues allowing management to evaluate fees earned upon each transaction. There are no estimates, assumptions, or limitations specific to the number of policy originations.
The number of policy originations directly correlates with origination revenues allowing management to evaluate fees earned upon each transaction.
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 our estimates and judgments on an ongoing basis.
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.
Starting in February 2024 with revenue beginning in December 2024, the Company, through its ABL Technologies, LLC (“ABL Tech”) subsidiary, using its proprietary technology based on health and longevity data sets provides 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 The Company, through ABL Intel, uses its proprietary technology based on health and longevity data sets to 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.
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 .
We also realize performance fees based on a percentage of returns over certain hurdle rates for the managed alternative investment funds.
The adjustments we make to derive the non-GAAP measure of Proforma Adjusted EBITDA exclude items which may cause short-term fluctuations in net income (loss) and operating income (loss) and which we do not consider to be the fundamental attributes or primary drivers of our business.
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 number of policies sold and purchased helps us measure the level of active management activity for the period that leads to realized and unrealized gains, respectively. Realized gains on sold and matured policies is used to measure the level of profit optimization. Unrealized gains on held policies is used to measure our policy optimization.
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.
We believe that after removing the impact of depreciation and amortization, amounts spent on interest and taxes and other income and charges that are variable from year to year, Adjusted EBITDA provides our investors with performance measures that reflect the impact to operations from trends in changes in revenue and operating expenses, providing a perspective not immediately apparent from net income and operating income.
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).
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.
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.
Financing Activities During the year ended December 31, 2024, financing activities generated $320,121,348 of net cash compared to 57,338,727 of net cash generated during the year ended December 31, 2023.
Financing Activities During the year ended December 31, 2025 , financing activities used $(44,872,748) of net cash compared to $320,121,348 of net cash provided during the year ended December 31, 2024.
For the year ended December 31, 2023, LMA and LMA subsidiaries comprised 288 of the policies serviced, $520,656,936 face value of the policies serviced, and $100,996,409 of the total invested dollars. All servicing revenues related to LMA or LMA subsidiaries are eliminated in consolidation.
For the year ended December 31, 2024 , LMA and LMA subsidiaries comprised 692 of the policies serviced, $1,256,687,123 face value of the policies serviced, and $301,311,031 of the total 48 Table of Contents invested dollars. All servicing revenues related to LMA or LMA subsidiaries are eliminated in consolidation.
Investing Activities During the year ended December 31, 2024, investing activities used $4,955,290 of net cash as compared to 2,241,502 net cash provided during the year ended December 31, 2023.
Investing Activities 49 Table of Contents During the year ended December 31, 2025, investing activities used $(23,278,737) of net cash compared to $(4,955,290) net cash used during the year ended December 31, 2024 .
Management believes that Adjusted Net Income is an appropriate measure of operating performance because it eliminates the impact of non-cash expenses or 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.
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.
The number of policies and the value of policies serviced represents the volume and dollar value of policies over which the above services are performed. Total invested dollars represent the acquisition cost plus premiums paid by 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.
Years Ended December 31, 2024 2023 $ Change % Change General and administrative (including stock-based compensation) $ 81,734,518 $ 26,482,571 $ 55,251,947 208.6 % 43 Table of Contents General, administrative, and other increased by $55,251,947, or 208.6%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
General and Administrative (Including Stock-Based Compensation) Expenses 37 Table of Contents Year Ended December 31, 2025 2024 Change % Change General and administrative (including stock-based compensation) $ 87,796,971 $ 81,734,518 $ 6,062,453 7.4 % General and administrative (including stock-based compensation) increased by $6,062,453, or 7.4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Origination revenues represent fees negotiated for each purchase and sale of a policy to an investor. The number of policy originations 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.
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.
Loss on Change in Fair Value of Debt 44 Table of Contents Years Ended December 31, 2024 2023 $ Change % Change Loss on change in fair value of debt $ 4,835,351 $ 2,356,058 $ 2,479,293 105.2 % The loss in the fair value of debt increased by $2,479,293, or 105.2% for the year ended December 31, 2024, compared to the year ended December 31, 2023.
(Gain) Loss on Change in Fair Value of Debt Year Ended December 31, 2025 2024 Change % Change (Gain) loss on change in fair value of debt $ (3,362,103) $ 4,835,351 $ (8,197,454) (169.5) % 38 Table of Contents Gain on change in fair value of debt increased by $(8,197,454) or (169.5)% for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Our future capital requirements will depend on many factors, including our revenue growth rate and the expansion of our active management and portfolio activities. The Company may, in the future, enter into arrangements to acquire or invest in complementary businesses, products and technologies.
As of December 31, 2025 and December 31, 2024 , our principal source of liquidity was cash and cash equivalents totaling $38,112,332 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.
Our effective income tax rate for the years ended December 31, 2024 and 2023, was (28.2)% and 14% , respectively.
The increase was primarily driven by the increase in net income. Our effective income tax rate for the year ended December 31, 2025 and for the year December 31, 2024, was 29.3% and (28.2)%, respectively.
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: Years Ended December 31, 2024 2023 NET (LOSS) INCOME $ (24,918,037) $ 9,034,487 Depreciation and amortization expense 7,910,158 3,409,928 Income Tax 5,484,738 1,468,535 Interest (Expense) 18,279,686 9,866,821 Other Income (Expenses) (38,040) 146,443 Interest Income (2,398,691) (594,764) Loss on change in fair value of warrant liability 2,702,040 4,204,360 Business acquisition costs 8,403,065 — Stock based compensation 43,435,215 10,768,024 Unrealized loss (gain) on investments 238,012 (1,369,112) Realized gain on investments (2,341,066) — Loss on change in fair value of debt 4,835,351 2,356,058 Adjusted EBITDA $ 61,592,431 $ 39,290,780 Total revenues 111,923,786 66,401,451 Adjusted EBITDA Margin 55.0% 59.2% Net Income Margin (22.3)% 13.6% Adjusted EBI TDA for the year ended December 31, 2024 was $61,592,431 compared to $39,290,780 for the year ended December 31, 2023.
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: Year Ended December 31, 2025 2024 NET INCOME (LOSS) $ 37,311,952 $ (24,918,037) Depreciation and amortization expense 18,605,114 7,910,158 Income tax expense 15,434,121 5,484,738 Interest expense 38,793,937 18,279,686 Other income, net (625,839) (38,040) Interest income (3,860,997) (2,398,691) Loss on change in fair value of warrant liability 1,704,193 2,702,040 Stock-based compensation 15,519,382 43,435,215 Business acquisition and special legal costs 11,788,498 8,403,065 Allowance for credit losses 1,245,575 — Unrealized gain on equity securities, at fair value — 238,012 Realized gain on equity securities, at fair value — (2,341,066) Loss (gain) on change in fair value of debt (3,362,103) 4,835,351 Adjusted EBITDA $ 132,553,833 $ 61,592,431 TOTAL REVENUE $ 235,237,636 $ 111,923,786 Adjusted EBITDA Margin 56.0% 55.0% Net Income (Loss) Margin 16.0% (22.3)% 43 Table of Contents 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.
Years Ended December 31, 2024 2023 $ Change % Change Cost of revenue (including stock-based compensation) $ 11,371,733 $ 6,490,377 $ 4,881,356 75.2 % 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.
Cost of Revenues (Excluding Depreciation and Amortization) and Gross Profit Year Ended December 31, 2025 2024 Change % Change Cost of revenue (including stock-based compensation) $ 28,858,034 $ 11,371,733 $ 17,486,301 153.8 % 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.
Years Ended December 31, 2024 2023 $ Change % Change Unrealized loss (gain) on investments $ 238,012 $ (1,369,112) $ 1,607,124 (117.4) % Realized gain on investments $ (2,341,066) $ — $ (2,341,066) NM Un realized 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.
Realized Loss (Gain) on Equity Securities, at Fair Value Year Ended December 31, 2025 2024 Change % Change Realized gain on equity securities, at fair value $ — $ (2,341,066) $ 2,341,066 (100.0) % 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.
Years Ended December 31, 2024 2023 $ Change % Change Sales and marketing $ 9,063,384 $ 4,905,747 $ 4,157,637 84.8 % Sales and marketing expense s increased by $4,157,637, or 84.8%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Operating Expenses Sales and Marketing Expenses Year Ended December 31, 2025 2024 Change % Change Sales and marketing $ 14,582,253 $ 9,063,384 $ 5,518,869 60.9 % Sales and marketing expenses increased by $5,518,869 or 60.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
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, Adjusted EBITDA provides our investors with performance measures that reflect the impact to operations from trends in changes in revenue, policy values and 49 Table of Contents operating expenses, providing a perspective not immediately apparent from net (loss) income and operating (loss) income.
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.
The Company has sufficient sources of funds to meet ongoing operating and investing requirements over the next 12 months and beyond. The Company actively manages its working capital and the associated cash requirements when servicing policies while also effectively utilizing cash and other sources of liquidity to purchase additional policies .
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.
The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies. The increase of $884,161 or 122.1% in cost of revenue is mainly due to a increase in compensation related expenses to service the increase in life policies held by the Company.
The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies . Cost of revenue from our life solutions segment increased by $3,654,581, or 39.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, mainly due to an increase in compensation related expenses.
Cash Flows from our operations The following table summarizes our cash flows for the periods presented: Years Ended December 31, 2024 2023 Net cash provided/(used) in operating activities $ (208,810,444) $ (64,044,384) Net cash provided/(used) in investing activities (4,955,290) 2,241,502 Net cash provided by financing activities 320,121,348 57,338,727 Operating Activities During the year ended December 31, 2024, our operating activities used $208,810,444 of net cash as compared to $64,044,384 of net cash used from operating activities during the year ended December 31, 2023.
Cash Flows from our Operations The following table summarizes our cash flows for the periods presented: Year Ended December 31, 2025 2024 Change Net cash used in operating activities $ (25,680,465) $ (208,810,444) $ 183,129,979 Net cash used in investing activities (23,278,737) (4,955,290) (18,323,447) Net cash (used in) provided by financing activities (44,872,748) 320,121,348 (364,994,096) Net change in cash and cash equivalents $ (93,831,950) $ 106,355,614 $ (200,187,564) Operating Activities Durin g the year ended December 31, 2025 , our operating activities used $(25,680,465) of net cash compared to $(208,810,444) of net cash used from operating activities during the year ended December 31, 2024.
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 and net income (loss) for Carlisle and Abacus Settlements on a historical basis for the periods indicated below: Years Ended December 31, 2024 2023 NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (15,303,922) $ 9,516,626 Net income for Carlisle [1] 3,996,229 5,196,037 Net loss for Abacus Settlements [2] — (974,901) Proforma net (loss) income available to common stockholders (11,307,693) 13,737,762 Depreciation and amortization expense 8,900,030 3,841,023 Interest expense 21,531,033 15,610,754 Interest income (2,704,240) (656,895) Income Tax 6,354,321 2,784,849 Stock compensation 43,435,215 10,768,024 Other (Income) / Expenses (855,383) 250,531 Loss on change in fair value of warrant liability 2,702,040 4,204,360 Business acquisition costs 342,628 — Loss on change in fair value of debt 4,835,351 2,356,058 Realized gain on investments (2,989,479) — Unrealized loss (gain) on investments (122,021) (1,668,137) Proforma Adjusted EBITDA $ 70,121,802 $ 51,228,329 Proforma Revenue $ 137,226,971 $ 111,356,730 Proforma Adjusted EBITDA Margin 51.10% 46.00% Proforma Net Income Margin (8.2)% 12.34% [1] Net income attributable to Carlisle, includes all of 2024 and 2023 activity. 53 Table of Contents [2] Net income attributable to Abacus Settlements, LLC, includes all of 2023 activity.
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 periods indicated below: Year Ended December 31, 2025 2024 PRO FORMA NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 37,311,952 $ (11,307,693) Depreciation and amortization expense 18,605,114 8,900,030 Income tax expense 15,434,121 6,354,321 Interest expense 38,793,937 21,531,033 Other income, net (625,839) (855,383) Interest income (3,860,997) (2,704,240) Loss on change in fair value of warrant liability 1,704,193 2,702,040 Stock-based compensation 15,519,382 43,435,215 Business acquisition and special legal costs 11,788,498 342,628 Allowance for credit losses 1,245,575 — Unrealized gain on equity securities, at fair value — (122,021) Realized gain on equity securities, at fair value — (2,989,479) Loss (gain) on change in fair value of debt (3,362,103) 4,835,351 PRO FORMA ADJUSTED EBITDA $ 132,553,833 $ 70,121,802 PRO FORMA REVENUE $ 235,237,636 $ 137,226,971 PRO FORMA ADJUSTED EBITDA MARGIN 56.0% 51.0% PRO FORMA NET INCOME MARGIN 16.0% (8.0)% 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 to remove approximately $8 million in incurred business acquisition costs and approximately $3 million in additional interest expense incurred in connection with the Carlisle Acquisition and add back approximately $4 million in Carlisle net income for the year ended December 31, 2024.
Overview Abacus Settlements originates life insurance policy settlement contracts as a licensed life settlement provider on behalf of third-party institutional investors (“Financing Entities”) interested in investing in the life settlement asset class. Specifically, Abacus Settlements originates policies through three primary origination channels (Agents/Financial Advisors, Direct-to-Consumers, Life Settlement Brokers) and Third-Party Intermediaries.
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 a nd directly for our balance sheet. We originate policies through three primary origination channels, (i) agents and brokers (ii) directly from life insurance policyholders, and (iii) third-party intermediaries.
The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies. The increase of $1,695,029 or 78.0% in cost of revenue is mainly due to a increase in trading activity and compensation related expenses.
The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies . Cost of revenue from our technology services segment increased by $1,872,056, or 803.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, mainly due to compensation related expenses.
Technology Services 47 Table of Contents Years Ended December 31, 2024 2023 $ Change % Change Total revenue $ 33,628 $ — $ 33,628 NM Total cost of revenue 232,992 — 232,992 NM Total gross profit $ (199,364) $ — $ (199,364) NM The change in revenue is explained above under Revenue.
Technology Services Year Ended December 31, 2025 2024 Change % Change Revenue $ 717,185 $ 33,628 $ 683,557 2032.7% Cost of revenue 2,105,048 232,992 1,872,056 803.5% Gross loss $ (1,387,863) $ (199,364) $ (1,188,499) 596.1% The change in revenue is explained above under Revenue.
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).
With meaningful support from our proprietary risk rating heat map, we also continually evaluate policies to generate uncorrelated risk adjusted returns. 33 Table of Contents 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.
The period-to-period comparison of financial results is not indicative of future results: Years Ended December 31, 2024 2023 REVENUES: Asset management fees $ 2,841,481 $ — Active management 102,819,361 61,195,377 Origination fees 5,457,147 4,203,900 Portfolio servicing fees 772,169 1,002,174 Technology services 33,628 — Total revenues 111,923,786 66,401,451 COST OF REVENUES (excluding depreciation and amortization stated below): Cost of revenue (including stock-based compensation) 11,371,733 6,490,377 Gross Profit 100,552,053 59,911,074 OPERATING EXPENSES: Sales and marketing 9,063,384 4,905,747 General and administrative (including stock-based compensation) 81,734,518 26,482,571 Loss on change in fair value of debt 4,835,351 2,356,058 Unrealized loss (gain) on investments 238,012 (1,369,112) Realized gain on investments (2,341,066) — 39 Table of Contents Years Ended December 31, 2024 2023 Depreciation and amortization expense 7,910,158 3,409,928 Total operating expenses 101,440,357 35,785,192 Operating (loss) income (888,304) 24,125,882 OTHER INCOME (EXPENSE): Loss on change in fair value of warrant liability (2,702,040) (4,204,360) Interest (expense) (18,279,686) (9,866,821) Interest income 2,398,691 594,764 Other income (expense) 38,040 (146,443) Total other expense (18,544,995) (13,622,860) Net (loss) income before provision for income taxes (19,433,299) 10,503,022 Income tax expense 5,484,738 1,468,535 NET (LOSS) INCOME (24,918,037) 9,034,487 LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST (956,987) (482,139) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (23,961,050) $ 9,516,626 Revenue Asset management revenue Management fees are recognized over time during the periods in which services are performed in accordance with relevant contractual terms.
The period-to-period comparison of financial results is not indicative of future results: Years Ended December 31, 2025 2024 REVENUES: Asset management $ 33,845,393 $ 3,613,650 Life solutions 200,675,058 108,276,508 Technology services 717,185 33,628 TOTAL REVENUES 235,237,636 111,923,786 COST OF REVENUES (excluding depreciation and amortization stated below): Cost of revenue (including stock-based compensation) 28,858,034 11,371,733 GROSS PROFIT 206,379,602 100,552,053 34 Table of Contents Years Ended December 31, 2025 2024 OPERATING EXPENSES: Sales and marketing 14,582,253 9,063,384 General and administrative (including stock-based compensation) 87,796,971 81,734,518 (Gain) loss on change in fair value of debt (3,362,103) 4,835,351 Unrealized loss on equity securities, at fair value — 238,012 Realized gain on equity securities, at fair value — (2,341,066) Depreciation and amortization expense 18,605,114 7,910,158 TOTAL OPERATING EXPENSES 117,622,235 101,440,357 OPERATING INCOME 88,757,367 (888,304) OTHER INCOME (EXPENSE): Loss on change in fair value of warrant liability (1,704,193) (2,702,040) Interest expense (38,793,937) (18,279,686) Interest income 3,860,997 2,398,691 Other income, net 625,839 38,040 TOTAL OTHER EXPENSE (36,011,294) (18,544,995) NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 52,746,073 (19,433,299) Income tax expense 15,434,121 5,484,738 NET INCOME (LOSS) 37,311,952 (24,918,037) LESS: NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST 786,683 (956,987) NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. $ 36,525,269 $ (23,961,050) Revenue Asset Management Year Ended December 31, 2025 2024 Change % Change Asset management fees, related party $ 27,593,157 $ 2,420,239 $ 25,172,918 1040.1 % Asset management fees 4,007,673 421,242 3,586,431 851.4 % Servicing revenue, related party 2,075,518 471,094 1,604,424 340.6 % Servicing revenue 169,045 301,075 (132,030) (43.9) % Total asset management revenue $ 33,845,393 $ 3,613,650 $ 30,231,743 836.6 % 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.
Technology Services fees are based on fixed annual contracts. We categorize this revenue “Technology Services revenue” in our “Technology Services” reportable segment . Results of Operations The following tables set forth our results of operations for the periods presented.
Technology Services fees are based on fixed annual contracts with clients including pension plans, life insurance companies, governmental agencies, and others. Results of Operations for Years Ended December 31, 2025 and December 31, 2024 The following tables set forth our results of operations for the periods presented.
The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies. Cost of revenue for the asset management segment is new in 2024 and contributed $288,599 to total cost of revenue.
The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies . Cost of revenue from our asset management segment increased by $11,959,664, or 630.5%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to retrocession fees related to the Longevity and ETF Funds.
Non-GAAP Measure Comparable GAAP Measure Proforma Adjusted Net Income, Proforma Adjusted EPS Net (Loss) Income Attributable to Common Stockholders, EPS Proforma Adjusted EBITDA Net (Loss) Income for Common Stockholders Proforma adjusted Net Income and Proforma Adjusted EPS Proforma Adjusted Net Income, Proforma Adjusted EPS, Proforma Adjusted EBITDA and Proforma Adjusted EBITDA Margin, are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, Net (Loss) Income for Common Stockholders and Carlisle (for Proforma Adjusted EBITDA and Proforma Adjusted EBITDA Margin), Net (Loss) Income Attributable to Common Stockholders and Net Income for Carlisle and Abacus Settlements (for Proforma Adjusted Net Income) or earnings (loss) per share (for Proforma Adjusted EPS), which are considered to be the most directly comparable GAAP measures.
Pro Forma Non-GAAP Financial Measures and Segment Results 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.
Years Ended December 31, 2024 2023 $ Change % Change Depreciation and amortization expense $ 7,910,158 $ 3,409,928 $ 4,500,230 132.0 % Th e increase of $4,500,230, or 132.0%, in depreciation and amortization expense is primarily related to amortization of intangible asse ts.
Depreciation and Amortization Expense Year Ended December 31, 2025 2024 Change % Change Depreciation and amortization expense $ 18,605,114 $ 7,910,158 $ 10,694,956 135.2 % The increase of $10,694,956, or 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.
Loss on change in fair value of warrant liability was $2,702,040, for the year ended December 31, 2024, compared to $4,204,360 for the year ended December 31, 2023 . The loss is primarily attributable to the increase in the price for the public warrants, which is a determining factor for measuring the fair value of the private warrants.
The loss on change in fair value of warrant liability decreased by $997,847 or (36.9)% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The change is primarily attributable to the redemption of all t he Private Placement Warrants offset by the issuance of common stock.
Adjusted Net Income and Adjusted EPS 48 Table of Contents 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: Years Ended December 31, 2024 2023 NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (23,961,050) $ 9,516,626 Net income attributable to non-controlling interests (956,987) (482,139) Amortization expense 7,748,269 3,364,167 Stock based compensation 43,435,215 10,768,024 Business acquisition costs 8,403,065 — Loss on change in fair value of warrant liability 2,702,040 4,204,360 Tax impact [1] 9,151,161 2,069,993 Adjusted Net Income $ 46,521,713 $ 29,441,031 ADJUSTED EARNINGS PER SHARE: Weighted-average shares of Class A common stock outstanding - basic [2] 70,761,830 56,951,414 Weighted-average shares of Class A common stock outstanding - diluted [2] 70,761,830 57,767,898 Proforma Adjusted EPS - basic $ 0.66 $ 0.52 Proforma Adjusted EPS - diluted $ 0.66 $ 0.51 [1] Tax impact represents the permanent difference in tax expense related to the restricted stock awards granted to the CEO due to IRC 162(m) limitations. [2] The number of shares outstanding have been retrospectively recast for prior period presented to reflect the outstanding stock of Abacus Global Management, Inc. as a result of the Business Combination.
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: Year Ended December 31, 2025 Year Ended December 31, 2024 Gross Estimated Tax [2] Net Gross Estimated Tax [2] Net NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. $ 36,525,269 $ — $ 36,525,269 $ (23,961,050) $ — $ (23,961,050) Net income (loss) attributable to noncontrolling interests 786,683 — 786,683 (956,987) — (956,987) Amortization expense 17,335,728 (4,393,741) 12,941,987 7,748,269 (1,963,799) 5,784,470 Stock-based compensation 15,519,382 (3,933,387) 11,585,995 43,435,215 (11,008,656) 32,426,559 Allowance for credit losses 1,245,575 (315,691) 929,884 — — — Business acquisition and special legal costs 11,788,498 (2,987,795) 8,800,703 8,403,065 (2,129,757) 6,273,308 Loss on change in fair value of warrant liability 1,704,193 (431,928) 1,272,265 2,702,040 (684,832) 2,017,208 Tax impact [1] 755,305 — 755,305 9,151,161 — 9,151,161 ADJUSTED NET INCOME $ 85,660,633 $ (12,062,542) $ 73,598,091 $ 46,521,713 $ (15,787,044) $ 30,734,669 WEIGHTED-AVERAGE STOCK OUTSTANDING—BASIC 96,141,753 96,141,753 96,141,753 70,761,830 70,761,830 70,761,830 WEIGHTED-AVERAGE STOCK OUTSTANDING—DILUTED 99,230,950 99,230,950 99,230,950 70,761,830 70,761,830 70,761,830 ADJUSTED EPS - BASIC $ 0.89 $ (0.13) $ 0.76 $ 0.66 $ (0.22) $ 0.44 ADJUSTED EPS - DILUTED $ 0.86 $ (0.12) $ 0.74 $ 0.66 $ (0.22) $ 0.44 [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. 42 Table of Contents Note: Totals may not add up due to rounding.
Refer to Note 1 Description of Business, Note 3 Business Combination, and Note 7 Goodwill and Other Intangible Assets to the consolidated financial statements for further discussion .
Refer to Note 3, Business Combinations and Note 7, Goodwill and Other Intangible Assets to the consolidated financial statements for further discussion . 50 Table of Contents Recent Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies to the consolidated financial statements. ***** Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not required for smaller reporting companies.
Years Ended December 31, 2024 2023 $ Change % Change Interest (expense) $ (18,279,686) $ (9,866,821) $ (8,412,865) 85.3 % Interest income 2,398,691 594,764 1,803,927 303.3 % Loss on change in fair value of warrant liability (2,702,040) (4,204,360) 1,502,320 (35.7) % Other income (expense) $ 38,040 $ (146,443) $ 184,483 (126.0) % Total other expense $ (18,544,995) $ (13,622,860) $ (4,922,135) 36.1 % Interest expense was $18,279,686 for the year ended December 31, 2024, compared to $9,866,821 for the year ended December 31, 2023.
Other Income (Expense) Year Ended December 31, 2025 2024 Change % Change Other income, net $ 625,839 $ 38,040 $ 587,799 1545.2 % Interest expense (38,793,937) (18,279,686) (20,514,251) 112.2 % Interest income 3,860,997 2,398,691 1,462,306 61.0 % Loss on change in fair value of warrant liability (1,704,193) (2,702,040) 997,847 (36.9) % Total other income (expense) $ (36,011,294) $ (18,544,995) $ (17,466,299) 94.2 % Other income increased by $587,799 or 1545.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Income Tax Expense Years Ended December 31, 2024 2023 $ Change % Change Income tax expense $ 5,484,738 $ 1,468,535 $ 4,016,203 273.5 % 45 Table of Contents I ncome tax expense increased by $4,016,203 , or 273.5% for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Refer to Note 13, Fair Value Measurements for additional information. Income Tax Expense Year Ended December 31, 2025 2024 Change % Change Income tax expense $ 15,434,121 $ 5,484,738 $ 9,949,383 181.4 % Income tax expense increased by $9,949,383, or 181.4% for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Years Ended December 31, 2024 2023 $ Change % Change Gross Profit $ 100,552,053 $ 59,911,074 $ 40,640,979 67.8 % Gross profit increased by $40,640,979, or 67.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Refer to Note 2, Summary of Significant Accounting Policies for the composition of cost of revenues. Year Ended December 31, 2025 2024 Change % Change Gross Profit $ 206,379,602 $ 100,552,053 $ 105,827,549 105.2 % 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 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 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.
Business Overview The Company is a leading vertically integrated alternative asset manager and market maker, specializing in longevity and actuarial technology. The Company operates in five reportable segments. 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.
The Company is a vertically integrated alternative asset manager and market maker, specializing in longevity and actuarial technology. The Company operates in three reportable 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.
We believe Adjusted EPS is useful to investors because it enables them to better evaluate per share operating performance across reporting periods and management believes that Adjusted EPS is an appropriate measure of operating performance because it eliminates the impact of non-cash expenses or expenses that do not relate to business performance.
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.
Refer to Note 13 Fair Value Measurements, Note 14 Long-Term Debt, and Note 15 Stockholders’ Equity for additional information related to our financing sources.
Refer to Note 15, Convertible Preferred Stock and Stockholders’ Equity 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.
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.
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.
We monitor the following key business metrics for servicing revenue: (i) number of policies serviced, (ii) value of policies serviced, and (iii) total invested dollars. Servicing revenue involves the provision of services to one affiliate by common ownership and third parties which own life insurance policies.
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.
Removed
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Table of Contents ABACUS GLOBAL MANAGEMENT, INC.
Added
Business Overview 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.
Removed
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.
Added
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.
Removed
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).
Added
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 .
Removed
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.
Added
Life Solutions The Company is a leading secondary-market buyer of life insurance policies 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.
Removed
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 38 Table of Contents per policy. We categorize this revenue as “Servicing” or “Portfolio servicing revenue” in our “Portfolio Servicing” reportable segment.
Added
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.
Removed
The Company, through its Abacus Settlements, LLC (“Abacus Settlements”) subsidiary, originates life insurance policy settlement contracts as a licensed life settlement provider on behalf of third-party institutional investors (“Financing Entities”) and for the Company to invest in the life settlement asset class.
Added
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.
Removed
Specifically, the Company originates policies through three primary origination channels (Agents, Brokers, and Direct-to-Consumers (“Client Direct”)) 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.
Added
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 The Company’s Carlisle and FCF subsidiaries manage alternative investment funds and exchange-traded funds (“ETF”).
Removed
This process is characterized as our origination services, which averages a fee of approximately 2% of the life insurance policy’s face value. We categorize this revenue “Origination Revenue” in our “Originations” reportable segment . Starting in December 2024, the Company’s acquired asset managers manage alternative investment funds and exchange-traded funds (“ETF”).
Added
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).
Removed
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.

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