Revenue Growth - Total revenues for the three months ended September 30, 2025, reached $62,975,156, a significant increase of 123.5% compared to $28,148,491 for the same period in 2024[201]. - Life solutions revenue increased by $26,090,472, or 93.1%, for the three months ended September 30, 2025, driven by a rise in realized gains[205]. - Life solutions revenue for the three months ended September 30, 2025, was $54,122,577, a 93.1% increase from $28,032,105 in 2024[249]. - For the nine months ended September 30, 2025, revenue increased to $25,168,756, a 4567.7% increase compared to $539,209 for the same period in 2024[244]. - Revenue from the asset management segment increased to $8,633,803 for the three months ended September 30, 2025, compared to $116,386 in the same period in 2024, reflecting a change of 7318.2%[239]. Income and Profitability - Operating income for the three months ended September 30, 2025, was $22,413,178, compared to $6,849,971 for the same period in 2024, reflecting a growth of 227.5%[202]. - Net income attributable to Abacus Global Management, Inc. for the three months ended September 30, 2025, was $7,075,348, compared to a net loss of $5,125,055 for the same period in 2024[202]. - Adjusted net income for the three months ended September 30, 2025, was $19,497,978, significantly up from $9,947,038 in 2024, reflecting a year-over-year increase of approximately 96%[263]. - Adjusted EBITDA for the three months ended September 30, 2025, was $37,904,835, with an adjusted EBITDA margin of 60.2%, compared to 59.2% in 2024[267]. - For the nine months ended September 30, 2025, net income attributable to Abacus Global Management, Inc. was $29,298,620, compared to a net loss of $(5,703,817) in 2024[263]. Expenses and Costs - Total operating expenses for the three months ended September 30, 2025, were $32,906,280, up from $19,110,539 in the same period in 2024[202]. - Cost of revenues (including stock-based compensation) increased by $13,166,337 or 172.1% for the nine months ended September 30, 2025, primarily due to asset management retrocession fees and increased compensation expenses[212]. - General and administrative expenses (including stock-based compensation) increased by $14,500,083 or 35.0% for the nine months ended September 30, 2025, mainly due to payroll expenses and legal fees[219]. - Sales and marketing expenses rose by $3,031,657 or 45.6% for the nine months ended September 30, 2025, primarily due to increased advertising costs to support life solutions growth[217]. - The company incurred business acquisition and special legal costs of $5,941,429 for the three months ended September 30, 2025, compared to $1,948,118 in 2024[267]. Cash Flow and Financing - Cash and cash equivalents as of September 30, 2025, totaled $86,418,953, down from $131,944,282 at the end of 2024[290]. - Net cash used in operating activities improved from $(116,827,478) in 2024 to $(18,240,847) in 2025, an increase of $98,586,631[296]. - Investing activities used $(13,979,145) of net cash during the nine months ended September 30, 2025, compared to $(1,167,166) in the same period of 2024, reflecting an increase of $(12,811,979) primarily due to a $(7,000,000) note receivable issuance[297]. - Financing activities used $(13,305,337) of net cash during the nine months ended September 30, 2025, a decrease of $(125,120,928) compared to $111,815,591 provided in the same period of 2024, driven by an $(86,114,424) decrease in net proceeds from follow-on stock issuances and a $(27,501,830) increase in share repurchases[298]. - The company may seek additional equity or debt financing to support future capital requirements[291]. Asset Management and Investments - Total assets under management as of September 30, 2025, reached $2,906,540,011, with inflows of $468,306,186 and outflows of $155,492,297[246]. - Longevity Funds experienced new subscriptions of approximately $71.0 million and outflows of approximately $16.3 million, resulting in a net change in value of approximately $50.5 million due to realized and unrealized gains[242]. - ETF Funds had new subscriptions of approximately $31.1 million and outflows of approximately $9.3 million, leading to a net change in value of approximately $14.8 million from realized and unrealized gains[243]. - The average management fee on Longevity Funds was 1.37% in Q3 2025, a new metric introduced[288]. - The company sold approximately 51% of the policies on the balance sheet as of December 31, 2024, and redeployed a majority of that capital to purchase additional policies[208]. Realized and Unrealized Gains - The average realized gain per policy sold improved from 19.0% for the three months ended September 30, 2024, to 36.6% for the same period in 2025[206]. - Total lifetime gains, net of lifetime premiums paid, increased by 371.5% from $9,002,179 in 2024 to $42,446,139 in 2025[283]. - Realized gain on equity securities increased by $856,744 or 100.0% for the nine months ended September 30, 2025, compared to the same period in 2024, due to the sale of investments in S&P 500 options[226]. - Unrealized loss on equity securities decreased by $417,677 or 100.0% for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to investments in S&P 500 options sold in 2024[222]. - Unrealized gain on equity securities decreased by $1,220,161 or 100.0% for the nine months ended September 30, 2025, compared to the same period in 2024, mainly due to investments in S&P 500 options sold in 2024[223]. Tax and Accounting - Income tax expense increased by $4,943,054 or 1974.3% for the three months ended September 30, 2025, compared to the same period in 2024, driven by an increase in net income[237]. - The estimated tax impact for the nine months ended September 30, 2025, is $11,096,742, compared to $2,803,760 in 2024, reflecting changes in tax expenses[276]. - The company has not experienced any material changes to its critical accounting policies or methodologies since the last Annual Report on Form 10-K, except for new policies described in Note 2[299]. - Recent accounting pronouncements and their future adoption are discussed in Note 2 of the consolidated Interim Financial Statements[300]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[301].

Financial Performance - Total revenue for Q3 2025 reached $63.0 million, a 124% increase year-over-year from $28.1 million[3] - GAAP net income for Q3 2025 was $7.1 million, compared to a net loss of $5.1 million in the prior year[3] - Adjusted net income rose 60% year-over-year to $23.6 million, with adjusted diluted earnings per share at $0.24[3] - Adjusted EBITDA for Q3 2025 increased 127% to $37.9 million, maintaining an adjusted EBITDA margin of 60.2%[3] - Total revenues for Q3 2025 reached $62,975,156, a significant increase from $28,148,491 in Q3 2024, representing a growth of 123.6%[22] - Life solutions revenue increased to $45,536,880 in Q3 2025, compared to $28,032,105 in Q3 2024, marking a growth of 62.6%[22] - Gross profit for Q3 2025 was $55,319,458, up from $25,960,510 in Q3 2024, reflecting a growth of 113.2%[22] - Operating income for the nine months ended September 30, 2025, was $65,959,737, compared to $15,873,870 for the same period in 2024, an increase of 314.5%[22] - Net income for Q3 2025 was $7,075,348, a turnaround from a net loss of $5,284,811 in Q3 2024[22] - For the three months ended September 30, 2025, adjusted net income was $23,608,143, compared to $14,719,496 for the same period in 2024, representing a year-over-year increase of 60.5%[23] - Adjusted EBITDA for the three months ended September 30, 2025, was $37,904,835, with an adjusted EBITDA margin of 60.2%, compared to $16,666,306 and a margin of 59.2% in 2024[25] - Total revenue for the three months ended September 30, 2025, was $62,975,156, up from $28,148,491 in 2024, indicating a significant growth of 123.8%[25] - Adjusted EPS for the three months ended September 30, 2025, was $0.25 for basic shares, compared to $0.20 in 2024, reflecting a 25% increase[23] - The net income attributable to Abacus Global Management, Inc. for the three months ended September 30, 2025, was $7,075,348, a turnaround from a loss of $(5,125,055) in 2024[23] Outlook and Strategic Initiatives - The company is raising its full-year 2025 outlook for adjusted net income to between $80 million and $84 million, implying growth of 72% to 81% compared to 2024[5] - Abacus completed a strategic acquisition of AccuQuote, enhancing its financial services platform and expanding client lifecycle coverage[10] - The company sold $50 million in securitized life insurance assets, structured as an investment-grade rated collateralized note[10] - Abacus was added to the Russell 2000® and 3000® Indexes, effective September 22, 2025, improving visibility to institutional investors[10] Capital and Asset Management - Origination capital deployment increased by 10% to $102.4 million, with the number of policies held totaling 522[3] - Total assets as of September 30, 2025, amounted to $918,937,530, an increase from $874,164,752 as of December 31, 2024[21] - Current liabilities increased to $148,438,496 as of September 30, 2025, compared to $62,466,079 at the end of 2024[21] - Long-term debt, net, rose to $276,072,681 as of September 30, 2025, from $224,742,029 at the end of 2024[21] - Cash and cash equivalents decreased to $86,418,953 as of September 30, 2025, from $131,944,282 at the end of 2024[21] Returns and Shareholder Metrics - Annualized return on invested capital (ROIC) for Q3 2025 was 21%, and annualized return on equity (ROE) was 22%[10] - The company reported an adjusted annualized return on invested capital (ROIC) of 21% for the period ended September 30, 2025, compared to 20% in 2024[26] - Adjusted annualized return on equity (ROE) was 22% for the period ended September 30, 2025, slightly down from 23% in 2024[27] - The weighted-average stock outstanding for basic shares was 95,956,504 for the three months ended September 30, 2025, compared to 74,691,319 in 2024[23] Costs and Liabilities - The company incurred $5,941,429 in business acquisition and special legal costs for the three months ended September 30, 2025[25] - The loss on change in fair value of warrant liability was $1,081,193 for the three months ended September 30, 2025, compared to $8,766,500 in 2024[25]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited consolidated financial statements detail the company's financial position and performance [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheets show a decrease in total assets and a shift in liabilities from long-term to current Consolidated Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :-------------------------- | :------------------ | | **Assets** | | | | Cash and cash equivalents | $74,836,871 | $131,944,282 | | Total current assets | $105,920,010 | $159,564,646 | | Life settlement policies, at fair value | $386,144,698 | $370,398,447 | | TOTAL ASSETS | $848,357,920 | $874,164,752 | | **Liabilities & Equity** | | | | Current portion of long-term debt, at fair value | $117,869,504 | $37,430,336 | | Total current liabilities | $140,178,035 | $62,466,079 | | TOTAL LIABILITIES | $426,824,728 | $450,870,080 | | TOTAL STOCKHOLDERS' EQUITY | $416,533,192 | $423,294,672 | [Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) The statements of operations reflect significant year-over-year growth in revenue and net income Consolidated Statements of Operations Highlights (Three Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------------------ | :----------- | :--------- | | TOTAL REVENUES | $56,224,620 | $29,076,102 | | GROSS PROFIT | $50,169,976 | $26,332,568 | | OPERATING INCOME | $22,519,595 | $6,770,770 | | NET INCOME (LOSS) | $17,610,929 | $651,749 | | NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $17,583,689 | $769,983 | | Earnings (loss) per share - basic | $0.18 | $0.01 | | Earnings (loss) per share - diluted | $0.18 | $0.01 | Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------------------ | :------------ | :---------- | | TOTAL REVENUES | $100,363,966 | $50,563,286 | | GROSS PROFIT | $87,200,915 | $45,098,855 | | OPERATING INCOME | $43,546,559 | $9,023,899 | | NET INCOME (LOSS) | $23,009,955 | $(623,722) | | NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $22,223,272 | $(578,762) | | Earnings (loss) per share - basic | $0.23 | $(0.01) | | Earnings (loss) per share - diluted | $0.23 | $(0.01) | [Unaudited Consolidated Statements of Mezzanine Equity and Stockholders' Equity](index=8&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Mezzanine%20Equity%20and%20Stockholders'%20Equity) Stockholders' equity decreased due to significant treasury stock repurchases offsetting net income Stockholders' Equity Changes (Six Months Ended June 30, 2025) | Metric | December 31, 2024 | June 30, 2025 | | :-------------------------------- | :------------------ | :------------ | | Total Stockholders' Equity | $423,294,672 | $416,533,192 | | Shares Issued (Class A Common Stock) | 96,731,194 | 97,954,471 | | Treasury Stock (Shares) | (1,048,226) | (6,129,703) | | Treasury Stock (Amount) | $(12,025,137) | $(47,076,918) | | Accumulated Deficit | $(57,896,606) | $(35,767,080) | - The Company repurchased **5,081,477 common shares for $35,051,781** during the period from March 31, 2025 to June 30, 2025[10](index=10&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows show a significant positive shift in operations but a large outflow from financing activities Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30) | Cash Flow Activity | 2025 | 2024 | | :------------------------------------------ | :------------ | :------------ | | Net cash provided by (used in) operating activities | $14,511,602 | $(64,542,510) | | Net cash used in investing activities | $(13,743,342) | $(716,113) | | Net cash (used in) provided by financing activities | $(57,875,671) | $130,993,784 | | Net (decrease) increase in cash, cash equivalents, and restricted cash | $(57,107,411) | $65,735,161 | | Cash, cash equivalents, and restricted cash at end of period | $74,836,871 | $91,323,829 | - Operating activities shifted from a **net cash outflow of $64.5 million** in 2024 to a **net cash inflow of $14.5 million** in 2025, primarily due to increased net life settlement sales and net income[14](index=14&type=chunk)[15](index=15&type=chunk) - Financing activities saw a significant decrease in cash provided, moving from **$131.0 million** in 2024 to a **net cash outflow of $57.9 million** in 2025, mainly due to decreased stock issuance proceeds, increased share repurchases, and debt repayments[14](index=14&type=chunk)[15](index=15&type=chunk) [Condensed Notes to Consolidated Financial Statements](index=12&type=section&id=Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on accounting policies, business combinations, and segment performance [1. Basis of Presentation](index=12&type=section&id=1.%20BASIS%20OF%20PRESENTATION) The interim financial statements are prepared in accordance with SEC rules and U.S. GAAP - The interim financial statements are prepared in accordance with SEC rules and U.S. GAAP, condensing certain disclosures normally found in the annual 10-K report[16](index=16&type=chunk) - The Company consolidates all entities where it has a controlling voting interest or is the primary beneficiary of variable interest entities (VIEs)[17](index=17&type=chunk) [2. Significant Accounting Policies and Recent Accounting Standards](index=12&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES%20AND%20RECENT%20ACCOUNTING%20STANDARDS) The Company has not early adopted new accounting standards and is evaluating recent tax law changes - The Company has chosen not to early adopt new accounting standards ASU 2025-03 (Business Combinations), ASU 2025-04 (Stock Compensation), and ASU 2025-05 (Credit Losses), none of which are expected to have a significant impact upon adoption[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - The One Big Beautiful Bill Act (OBBB) was signed into law on July 4, 2025, modifying U.S. tax code, and the Company is currently evaluating its financial impact[25](index=25&type=chunk) - Net income (loss) per share is computed using the two-class method for participating securities, including redeemable convertible preferred stock and common stock[26](index=26&type=chunk)[27](index=27&type=chunk) - One related party customer accounted for **26% of total revenue** for the three months ended June 30, 2025, and **15%** for the six months ended June 30, 2025[31](index=31&type=chunk) [3. Business Combinations](index=14&type=section&id=3.%20BUSINESS%20COMBINATIONS) The Company completed three strategic acquisitions, significantly expanding its Asset Management and Life Solutions segments - The Company completed three acquisitions: **Carlisle Management Company S.C.A.** (Asset Management segment, Dec 2024), **FCF Advisors, LLC** (Asset Management segment, Dec 2024), and **National Insurance Brokerage, LLC** (Life Solutions segment, April 2025)[36](index=36&type=chunk)[44](index=44&type=chunk)[49](index=49&type=chunk) Carlisle Acquisition Details (December 2, 2024) | Metric | Fair Value | | :------------------------------------------ | :----------- | | Intangibles | $51,700,000 | | Net assets acquired | $51,953,965 | | Goodwill | $93,745,891 | | Total purchase price | $145,699,856 | | Consideration (Fixed Rate Senior Unsecured Notes) | ~$72.7 million | | Consideration (Common Stock) | ~$73.0 million (9.2 million shares) | FCF Acquisition Details (December 2, 2024) | Metric | Finalized Fair Value | | :------------------------------------------ | :------------------- | | Intangibles | $5,300,000 | | Net assets acquired | $5,726,476 | | Goodwill | $4,558,285 | | Total purchase price | $10,284,761 | | Consideration (Cash, net of cash acquired) | ~$10.2 million | | Consideration (Common Stock) | ~$4.6 million (0.6 million shares) | NIB Acquisition Details (April 24, 2025) | Metric | Finalized Fair Value | | :------------------------------------------ | :------------------- | | Intangibles | $1,393,300 | | Net assets acquired | $2,313,258 | | Goodwill | $686,742 | | Total purchase price | $3,000,000 | | Consideration (Cash, net of cash acquired) | ~$2.1 million | [4. Revenues](index=18&type=section&id=4.%20REVENUES) Revenue growth was driven by acquisitions in Asset Management and strong performance in Life Solutions Disaggregated Revenue (Three Months Ended June 30) | Revenue Source | 2025 | 2024 | | :-------------------- | :----------- | :----------- | | Asset management | $8,761,876 | $204,888 | | Life solutions | $47,300,844 | $28,871,214 | | Technology services | $161,900 | $0 | | TOTAL REVENUES | $56,224,620 | $29,076,102 | Disaggregated Revenue (Six Months Ended June 30) | Revenue Source | 2025 | 2024 | | :-------------------- | :------------ | :----------- | | Asset management | $16,534,953 | $422,823 | | Life solutions | $83,599,501 | $50,140,463 | | Technology services | $229,512 | $0 | | TOTAL REVENUES | $100,363,966 | $50,563,286 | - Asset management revenue significantly increased due to the **Carlisle and FCF acquisitions**[55](index=55&type=chunk) - Life solutions revenue increased, driven by **realized and unrealized gains** from life insurance policies[55](index=55&type=chunk) [5. Life Settlement Policies](index=20&type=section&id=5.%20LIFE%20SETTLEMENT%20POLICIES) The company's life settlement portfolio decreased in policy count but increased in fair value Life Settlement Policies Held (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Total policies held | 600 | 719 | | Policies at fair value | 595 | 714 | | Aggregate face value (fair value method) | $1,138,815,252 | $1,295,788,355 | | Fair value (fair value method) | $386,144,698 | $370,398,447 | | Policies at investment method (cost + premiums) | 5 | 5 | | Aggregate face value (investment method) | $2,225,000 | $2,225,000 | | Carrying value (investment method) | $1,109,808 | $1,083,977 | - The Company held **600 life settlement policies** as of June 30, 2025, with the majority (595) accounted for using the fair value method[57](index=57&type=chunk) Estimated Future Premium Payments (Investment Method) as of June 30, 2025 | Year | Amount | | :------------- | :------- | | 2025 remaining | $35,378 | | 2026 | $64,043 | | 2027 | $60,235 | | 2028 | $27,866 | | 2029 | $8,002 | | Thereafter | $9,422 | | Total | $204,946 | [6. Property and Equipment—Net](index=23&type=section&id=6.%20PROPERTY%20AND%20EQUIPMENT—NET) Net property and equipment increased significantly due to asset additions and recent acquisitions Property and Equipment, Net (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Property and equipment—gross | $1,904,039 | $1,256,718 | | Less: accumulated depreciation | $(386,194) | $(231,652) | | Property and equipment—net | $1,517,845 | $1,025,066 | - Net property and equipment increased by **$492,779 (48.1%)** from December 31, 2024, to June 30, 2025[66](index=66&type=chunk) - Depreciation expense for the three months ended June 30, 2025, was **$87,716**, up from $44,418 in the prior year[66](index=66&type=chunk) [7. Goodwill and Other Intangible Assets](index=23&type=section&id=7.%20GOODWILL%20AND%20OTHER%20INTANGIBLE%20ASSETS) Goodwill and intangible assets grew substantially following the completion of recent business acquisitions Goodwill by Reportable Segment (June 30, 2025) | Reportable Segment | December 31, 2024 | Additions | Adjustments | June 30, 2025 | | :----------------- | :------------------ | :-------- | :---------- | :------------ | | Life Solutions | $139,930,190 | $686,742 | $0 | $140,616,932 | | Asset Management | $98,366,010 | $0 | $(61,834) | $98,304,176 | | Total | $238,296,200 | $686,742 | $(61,834) | $238,921,108 | Intangible Assets Acquired (Fair Value) | Asset Type | Fair Value | | :-------------------------------- | :----------- | | Management agreements | $47,400,000 | | Customer relationships | $28,793,300 | | Non-compete agreements | $7,400,000 | | Internally developed and used technology | $2,100,000 | | Trade Name (definite-lived) | $2,000,000 | | State Insurance Licenses (indefinite-lived) | $2,700,000 | | Trade Name (indefinite-lived) | $900,000 | | Total | $91,293,300 | - Amortization expense for definite-lived intangible assets was **$4,667,987** for the three months ended June 30, 2025, a significant increase from $1,682,083 in the prior year, primarily due to recent acquisitions[68](index=68&type=chunk) [8. Available-for-Sale Securities, at Fair Value](index=26&type=section&id=8.%20AVAILABLE-FOR-SALE%20SECURITIES,%20AT%20FAIR%20VALUE) The value of available-for-sale securities, consisting of convertible notes, increased during the period - The Company holds convertible promissory notes in two unrelated entities, valued at **$3,287,463** as of June 30, 2025, up from $2,205,904 at December 31, 2024[71](index=71&type=chunk) - These notes are accounted for using the available-for-sale method, with fair value approximating carrying value, and no unrealized gains/losses or credit losses recorded since inception[72](index=72&type=chunk) Interest Income from Convertible Promissory Notes | Period | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | Three months ended June 30 | $44,125 | $19,945 | | Six months ended June 30 | $81,559 | $59,640 | [9. Other Investments and Other Assets](index=26&type=section&id=9.%20OTHER%20INVESTMENTS%20AND%20OTHER%20ASSETS) Other investments and assets grew substantially due to a new note receivable and equity investments - Other investments, including convertible preferred and common stock in unrelated entities, increased to **$9,850,000** as of June 30, 2025, from $1,850,000 at December 31, 2024[73](index=73&type=chunk) - A **$7,000,000 note receivable** was recorded in April 2025 from an unrelated party, maturing in April 2028, with 25% paid-in-kind lender fees of $1,750,000 added to the principal[77](index=77&type=chunk) Other Assets (June 30, 2025 vs. December 31, 2024) | Asset Type | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Note receivable | $8,986,197 | $0 | | Restricted cash deposits | $1,856,113 | $1,837,813 | | Total other assets | $10,845,818 | $1,851,845 | [10. Consolidation of Variable Interest Entities](index=27&type=section&id=10.%20CONSOLIDATION%20OF%20VARIABLE%20INTEREST%20ENTITIES) The Company consolidates several VIEs where it is the primary beneficiary and manages others as related parties - The Company consolidates VIEs where it is the primary beneficiary, including LMA Income Series II LP, LMX Series LLC, and LMA Income Series, LP[79](index=79&type=chunk) Consolidated VIEs Assets and Liabilities | Metric | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Total assets | $166,887,084 | $169,322,167 | | Total liabilities | $119,258,043 | $143,200,287 | - New LP Funds (Abacus Enhanced Income Fixed LP, etc) established in 2025 are not consolidated as the Company does not have a controlling financial interest, leading to related party activities for policy sales and fees[80](index=80&type=chunk) [11. Segment Reporting](index=27&type=section&id=11.%20SEGMENT%20REPORTING) The Company reorganized into three reportable segments, with Asset Management showing substantial growth - The Company updated its business organization into three reportable segments: **Asset Management, Life Solutions, and Technology Services**, effective Q1 2025[81](index=81&type=chunk) Revenue by Reportable Segment (Six Months Ended June 30) | Segment | 2025 | 2024 | | :---------------- | :------------ | :----------- | | Asset Management | $16,534,953 | $422,823 | | Life Solutions | $83,599,501 | $50,140,463 | | Technology Services | $229,512 | $0 | | Total Revenue | $100,363,966 | $50,563,286 | Gross Profit by Reportable Segment (Six Months Ended June 30) | Segment | 2025 | 2024 | | :---------------- | :----------- | :----------- | | Asset Management | $10,745,842 | $(108,240) | | Life Solutions | $77,188,097 | $45,207,095 | | Technology Services | $(733,024) | $0 | | Total Gross Profit | $87,200,915 | $45,098,855 | - Asset Management revenue and gross profit saw substantial growth, while Technology Services generated revenue but incurred a gross loss in 2025[87](index=87&type=chunk)[88](index=88&type=chunk) [12. Commitments and Contingencies](index=29&type=section&id=12.%20COMMITMENTS%20AND%20CONTINGENCIES) The Company reports no material legal proceedings and notes the upcoming expiration of a key service agreement - The Company is not aware of any material legal proceedings that would adversely affect its business, financial position, results of operations, or cash flows[91](index=91&type=chunk) - An additional commitment of **$1,000,000** exists to purchase convertible promissory notes from one investee[92](index=92&type=chunk) - The Strategic Services and Expenses Support Agreement (SSES) with Providers will expire at the end of 2025 and will not be renewed[93](index=93&type=chunk) [13. Fair Value Measurements](index=30&type=section&id=13.%20FAIR%20VALUE%20MEASUREMENTS) Assets and liabilities measured at fair value primarily use significant unobservable (Level 3) inputs - All assets and liabilities measured at fair value are categorized as **Level 3 inputs**, indicating significant unobservable inputs[96](index=96&type=chunk) Assets and Liabilities Measured at Fair Value (June 30, 2025) | Item | Fair Value (Level 3) | | :------------------------------------------ | :------------------- | | Life settlement policies, at fair value | $386,144,698 | | Available-for-sale securities, at fair value | $3,287,463 | | Current portion of long-term debt, at fair value | $117,869,504 | | Private Placement Warrants | $9,968,000 | - Life settlement policies are valued using a discounted cash flow (DCF) model with Monte Carlo simulation, incorporating risk-based discount rates, historical trade spreads, risk scores, and life expectancy[97](index=97&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - A **1% increase in the discount rate** would decrease the fair value of policies by **$13.7 million**, while a **1% decrease** would increase it by **$12.8 million**[106](index=106&type=chunk) - The fair value of long-term debt (LMATT notes) was determined using the Black-Scholes-Merton option-pricing formula and discounted cash flow analysis, with the last LMATT note paid off in January 2025[107](index=107&type=chunk) [14. Long-Term Debt](index=37&type=section&id=14.%20LONG-TERM%20DEBT) The Company's debt profile changed with new credit facilities and note issuances for acquisitions Outstanding Principal Balances of Long-Term Debt (June 30, 2025 vs. December 31, 2024) | Debt Type | June 30, 2025 (Cost) | December 31, 2024 (Cost) | | :------------------------------------------ | :------------------- | :----------------------- | | Senior Secured Credit Facility | $99,500,000 | $100,000,000 | | LMA Income Series II, LP | $118,587,332 | $105,856,422 | | Fixed Rate Senior Unsecured Notes | $133,377,075 | $133,377,075 | | Sponsor PIK Note | $13,296,214 | $12,525,635 | | Total debt | $357,061,279 | $377,455,997 | | Less current portion of long-term debt | $(118,869,504) | $(34,068,233) | | Total long-term debt | $238,191,775 | $343,387,764 | - The Company issued an additional **$72,727,075 in Fixed Rate Senior Unsecured Notes** in December 2024 as consideration for the Carlisle Acquisition[118](index=118&type=chunk) - The Senior Secured Credit Facility, entered into in December 2024, provides an initial **$100 million term loan** and up to **$50 million in delayed draw term loans**, maturing in December 2030[119](index=119&type=chunk)[120](index=120&type=chunk) - The LMATT Series 2024 market-indexed notes were fully extinguished in January 2025 with a payment of **$11,229,560**[125](index=125&type=chunk) - The Sponsor PIK Note's outstanding principal balance increased due to accrued non-cash interest expense, reaching **$13,296,214** as of June 30, 2025[139](index=139&type=chunk) [15. Convertible Preferred Stock and Stockholders' Equity](index=41&type=section&id=15.%20CONVERTIBLE%20PREFERRED%20STOCK%20AND%20STOCKHOLDERS'%20EQUITY) The Company issued new preferred stock and significantly increased its stock repurchase program - The Company issued **5,000 shares of Series A Convertible Preferred Stock** in March 2025 with a **$5,000,000 aggregate liquidation preference**, classified as mezzanine equity due to holder redemption rights upon change of control[143](index=143&type=chunk) - As of June 30, 2025, there were **97,954,471 common shares issued**, with 91,824,768 outstanding and 6,129,703 held as treasury stock[142](index=142&type=chunk) - The Board of Directors authorized additional stock repurchase programs totaling **$35,000,000** in April and June 2025, extending the program to December 2026, with **$2,923,082 remaining available**[152](index=152&type=chunk)[153](index=153&type=chunk) Stock Repurchase Activity (Six Months Ended June 30, 2025) | Period | Number of Shares Purchased | Total Cost | Average Price per Share | | :-------------------------- | :------------------------- | :----------- | :---------------------- | | As of December 31, 2024 | 1,048,226 | $12,025,137 | $11.61 | | April 1, 2025 to April 30, 2025 | 1,763,303 | $14,023,198 | $7.98 | | May 1, 2025 to May 31, 2025 | 477,223 | $4,083,214 | $8.57 | | June 1, 2025 to June 30, 2025 | 2,840,951 | $16,945,369 | $5.99 | | As of June 30, 2025 | 6,129,703 | $47,076,918 | $8.24 | [16. Stock-Based Compensation](index=43&type=section&id=16.%20STOCK-%20BASED%20COMPENSATION) Stock-based compensation expense decreased compared to the prior year, with significant unrecognized costs remaining - The Company grants Restricted Stock Units (RSUs) to executives, employees, and directors under its Long-Term Equity Compensation Incentive Plan, with vesting typically over three years[154](index=154&type=chunk) Stock-Based Compensation Expense | Period | 2025 | 2024 | | :-------------------------------- | :----------- | :----------- | | Three months ended June 30 | $3,486,829 | $6,165,459 | | Six months ended June 30 | $5,842,224 | $12,258,830 | - As of June 30, 2025, approximately **$26,404,842 of unrecognized compensation costs** related to RSUs and stock options is expected to be recognized over the next 2.3 years[159](index=159&type=chunk) [17. Employee Benefit Plan](index=46&type=section&id=17.%20EMPLOYEE%20BENEFIT%20PLAN) Expenses for the Company's 401(k) employee benefit plan increased year-over-year - The Company's 401(k) Plan includes a matching contribution of up to **4% of eligible employee compensation**[160](index=160&type=chunk) 401(k) Plan Expenses | Period | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | Three months ended June 30 | $197,685 | $90,716 | | Six months ended June 30 | $315,808 | $199,532 | [18. Income Taxes](index=46&type=section&id=18.%20INCOME%20TAXES) Income tax expense increased due to higher net income, while the effective tax rate decreased significantly Income Tax Expense and Effective Tax Rate | Period | Income Tax Expense (2025) | Effective Tax Rate (2025) | Income Tax Expense (2024) | Effective Tax Rate (2024) | | :-------------------------------- | :------------------------ | :------------------------ | :------------------------ | :------------------------ | | Three months ended June 30 | $4,069,971 | 18.8% | $1,757,710 | 73.0% | | Six months ended June 30 | $6,404,056 | 21.8% | $2,931,223 | 127.0% | - The increase in income tax expense for both periods is primarily driven by the **increase in net income**[161](index=161&type=chunk)[162](index=162&type=chunk) [19. Related-Party Transactions](index=46&type=section&id=19.%20RELATED-PARTY%20TRANSACTIONS) The Company engages in significant related-party transactions, including debt and policy sales with its funds - The Sponsor PIK Note of **$13,296,214** is recorded as a related party transaction[164](index=164&type=chunk) - Life policy sales to or purchases from the Carlisle Funds and LP Funds, along with management, performance, and servicing fees, are considered related party activities[165](index=165&type=chunk) Related Party Receivables (June 30, 2025 vs. December 31, 2024) | Receivable Type | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Current related party receivables (Carlisle Funds) | $10,989,251 | $6,772,072 | | Noncurrent related party receivables (Carlisle Funds) | $14,501,482 | $13,379,301 | - The Company recognized **$16,175,271 in realized and unrealized gains** from life policy sales to Carlisle Funds and LP Funds for the three months ended June 30, 2025[168](index=168&type=chunk) [20. Leases](index=47&type=section&id=20.%20LEASES) Operating lease assets and liabilities increased due to additional office space and recent acquisitions - The Company's operating lease right-of-use assets increased to **$4,867,682** as of June 30, 2025, from $4,722,573 at December 31, 2024, due to additional office space amendments and the Carlisle Acquisition[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) Operating Lease Liabilities (June 30, 2025 vs. December 31, 2024) | Liability Type | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Current operating lease liabilities | $646,851 | $515,597 | | Non-current operating lease liabilities | $4,713,328 | $4,580,158 | | Total lease liability | $5,360,179 | $5,095,755 | - Total lease cost for the three months ended June 30, 2025, was **$472,065**, up from $254,083 in the prior year[174](index=174&type=chunk) [21. Earnings (Loss) Per Share](index=48&type=section&id=21.%20EARNINGS%20(LOSS)%20PER%20SHARE) Earnings per share increased substantially, driven by a significant rise in net income Basic Earnings (Loss) Per Share (Three Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------------------ | :----------- | :------- | | Net income (loss) attributable to common stockholders | $17,489,939 | $769,983 | | Weighted average shares outstanding—basic | 94,690,195 | 63,846,170 | | Basic earnings (loss) per share | $0.18 | $0.01 | Diluted Earnings (Loss) Per Share (Three Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------------------ | :----------- | :------- | | Numerator used to calculate diluted earnings (loss) per share | $17,489,939 | $769,983 | | Weighted average shares for diluted earnings (loss) per share | 97,372,470 | 67,162,820 | | Diluted earnings (loss) per share | $0.18 | $0.01 | - The increase in basic and diluted EPS for the three months ended June 30, 2025, is primarily due to a **significant increase in net income** attributable to common stockholders[177](index=177&type=chunk) [22. Subsequent Events](index=50&type=section&id=22.%20SUBSEQUENT%20EVENTS) The Company plans a Q3 acquisition and completed a warrant exchange offer after the reporting period - The Company expects to complete the acquisition of an insurance brokerage firm in Q3 2025, using an outstanding note receivable of approximately **$9.0 million** as consideration[180](index=180&type=chunk) - An exchange offer for Public and Private Placement Warrants was commenced on June 30, 2025, offering **0.23 common shares per warrant**. The offer expired on July 29, 2025, with **88% of warrants tendered**[181](index=181&type=chunk) - Following the exchange offer, the Company exercised its right to exchange remaining outstanding warrants for **0.207 common shares per warrant**, leading to the delisting of public warrants from Nasdaq by August 14, 2025[181](index=181&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=52&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting revenue growth driven by acquisitions and strong segment performance [Business Overview](index=52&type=section&id=Business%20Overview) The Company is a financial services firm focused on alternative asset management and longevity-based assets - Abacus Global Management, Inc. is 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[185](index=185&type=chunk) [Results of Operations](index=52&type=section&id=Results%20of%20Operations) Operations show substantial revenue and income growth, primarily driven by acquisitions and the Life Solutions segment Total Revenues by Segment (Three Months Ended June 30) | Segment | 2025 | 2024 | Change | % Change | | :---------------- | :----------- | :----------- | :----------- | :--------- | | Asset management | $8,761,876 | $204,888 | $8,556,988 | 4176.4% | | Life solutions | $47,300,844 | $28,871,214 | $18,429,630 | 63.8% | | Technology services | $161,900 | $0 | $161,900 | NM | | TOTAL REVENUES | $56,224,620 | $29,076,102 | $27,148,518 | 93.4% | Total Revenues by Segment (Six Months Ended June 30) | Segment | 2025 | 2024 | Change | % Change | | :---------------- | :------------ | :----------- | :------------ | :--------- | | Asset management | $16,534,953 | $422,823 | $16,112,130 | 3810.6% | | Life solutions | $83,599,501 | $50,140,463 | $33,459,038 | 66.7% | | Technology services | $229,512 | $0 | $229,512 | NM | | TOTAL REVENUES | $100,363,966 | $50,563,286 | $49,800,680 | 98.5% | - Asset management revenue surged due to the **Carlisle and FCF acquisitions** in December 2024[189](index=189&type=chunk)[190](index=190&type=chunk) - Life solutions revenue increased significantly, driven by **higher realized gains** from life insurance policies[191](index=191&type=chunk)[192](index=192&type=chunk) Gross Profit and Operating Income (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :---------------- | :----------- | :----------- | :----------- | :--------- | | GROSS PROFIT | $87,200,915 | $45,098,855 | $42,102,060 | 93.4% | | OPERATING INCOME | $43,546,559 | $9,023,899 | $34,522,660 | 382.6% | | NET INCOME (LOSS) | $23,009,955 | $(623,722) | $23,633,677 | NM | - Interest expense increased by **$10.2 million (124.0%)** for the six months ended June 30, 2025, primarily due to increased Fixed Rate Senior Unsecured Notes and the Senior Secured Credit Facility[221](index=221&type=chunk) [Results of Operations—Segment Results](index=62&type=section&id=Results%20of%20Operations—Segment%20Results) Segment results highlight exceptional growth in Asset Management and sustained strength in Life Solutions Asset Management Segment Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :---------- | :------------ | :----------- | :------------ | :---------- | | Revenue | $16,534,953 | $422,823 | $16,112,130 | 3810.6% | | Cost of revenue | $5,789,111 | $531,063 | $5,258,048 | 990.1% | | Gross profit | $10,745,842 | $(108,240) | $10,854,082 | (10027.8)% | - Asset Management segment revenue and gross profit significantly increased due to the **Carlisle and FCF acquisitions**[230](index=230&type=chunk) Life Solutions Segment Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :---------- | :------------ | :----------- | :------------ | :--------- | | Revenue | $83,599,501 | $50,140,463 | $33,459,038 | 66.7% | | Cost of revenue | $6,411,404 | $4,933,368 | $1,478,036 | 30.0% | | Gross profit | $77,188,097 | $45,207,095 | $31,981,002 | 70.7% | - Life Solutions segment revenue and gross profit increased due to **higher policy acquisition and trading activity**[234](index=234&type=chunk) Technology Services Segment Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :---------- | :---------- | :---------- | :---------- | :--------- | | Revenue | $229,512 | $0 | $229,512 | NM | | Cost of revenue | $962,536 | $0 | $962,536 | NM | | Gross loss | $(733,024) | $0 | $(733,024) | NM | - Technology Services segment commenced revenue activity in December 2024, resulting in a gross loss for the six months ended June 30, 2025, primarily due to compensation expenses[239](index=239&type=chunk) [Non-GAAP Financial Measures and Key Business Metrics](index=64&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Key%20Business%20Metrics) Non-GAAP measures show significant growth in adjusted net income and a stable adjusted EBITDA margin - The Company uses non-GAAP measures like Adjusted Net Income, Adjusted EPS, and Adjusted EBITDA to evaluate business performance, excluding non-recurring or non-cash items[240](index=240&type=chunk)[241](index=241&type=chunk)[245](index=245&type=chunk) Adjusted Net Income and Adjusted EPS (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $22,223,272 | $(578,762) | | ADJUSTED NET INCOME | $39,084,239 | $18,413,219 | | ADJUSTED EPS - BASIC | $0.41 | $0.29 | | ADJUSTED EPS - DILUTED | $0.40 | $0.29 | Adjusted EBITDA and Adjusted EBITDA Margin (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------- | :------------ | :------------ | | NET INCOME (LOSS) | $23,009,955 | $(623,722) | | Adjusted EBITDA | $56,044,091 | $28,293,097 | | Adjusted EBITDA margin | 55.8% | 56.0% | | Net income (loss) margin | 22.9% | (1.2)% | [Pro Forma Non-GAAP Financial Measures and Segment Results](index=67&type=section&id=Pro%20Forma%20Non-GAAP%20Financial%20Measures%20and%20Segment%20Results) Pro forma results, including the Carlisle acquisition, demonstrate strong underlying growth in adjusted earnings - Pro Forma Adjusted Net Income and EPS include Carlisle's historical information prior to its acquisition to provide a combined view of operations[250](index=250&type=chunk) Pro Forma Adjusted Net Income and EPS (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------------ | :------------ | :------------ | | PRO FORMA NET INCOME AVAILABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $22,223,272 | $3,760,143 | | PRO FORMA ADJUSTED NET INCOME | $39,084,239 | $22,752,124 | | PRO FORMA ADJUSTED EPS—BASIC | $0.41 | $0.28 | | PRO FORMA ADJUSTED EPS—DILUTED | $0.40 | $0.27 | Pro Forma Adjusted EBITDA and Margin (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | PRO FORMA NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | $23,009,955 | $3,715,183 | | PRO FORMA ADJUSTED EBITDA | $56,044,091 | $35,948,108 | | PRO FORMA ADJUSTED EBITDA MARGIN | 55.8% | 55.9% | | PRO FORMA NET INCOME MARGIN | 22.9% | 5.8% | [Key Business Metrics](index=71&type=section&id=Key%20Business%20Metrics) Key metrics reflect a significant increase in policy sales, realized gains, and assets under management - Key metrics include revenue from life policies (sales, maturities, realized gains), asset management revenue (AUM/NAV), servicing revenue (policies serviced, face value, invested dollars), and origination revenue (policy originations)[259](index=259&type=chunk)[261](index=261&type=chunk) Life Policies (Fair Value Method) Activity (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------ | :--- | :--- | :----- | :--------- | | Policies bought | 421 | 362 | 59 | 16.3% | | Policies sold | 517 | 192 | 325 | 169.3% | | Policies matured | 20 | 5 | 15 | 300.0% | | Average realized gain on policies sold | 34.1% | 19.4% | | | | Total realized gains, net of premiums paid | $72,207,798 | $18,002,387 | $54,205,411 | 301.1% | | Realized gains from maturities, net of premiums paid | $10,480,671 | $1,365,104 | $9,115,567 | 667.8% | Origination and Servicing Metrics (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------ | :------------- | :------------- | :----- | :--------- | | Assets under management | $2,865,633,717 | $0 | $2,865,633,717 | NM | | Number of policies serviced | 3,101 | 1,155 | 1,946 | 168.5% | | Face value of policies serviced | $7,383,844,908 | $2,526,819,484 | $4,857,025,424 | 192.2% | | Total invested dollars | $2,931,575,304 | $1,081,579,116 | $1,849,996,188 | 171.0% | | Number of policy originations to external parties | 61 | 61 | 0 | 0% | | Number of policy originations to subsidiaries eliminated in consolidation | 312 | 194 | 118 | 60.8% | [Liquidity and Capital Resources](index=77&type=section&id=Liquidity%20and%20Capital%20Resources) Cash decreased due to financing outflows, but operating cash flow improved significantly - Cash and cash equivalents decreased to **$74,836,871** as of June 30, 2025, from $131,944,282 at December 31, 2024[267](index=267&type=chunk) - Operating activities provided **$14,511,602 in cash** for the six months ended June 30, 2025, a significant improvement from **$(64,542,510) used** in the prior year[272](index=272&type=chunk) - Financing activities used **$(57,875,671) in cash** for the six months ended June 30, 2025, a substantial decrease from **$130,993,784 provided** in the prior year, mainly due to reduced stock issuance proceeds, increased share repurchases, and debt repayments[274](index=274&type=chunk)[276](index=276&type=chunk) - Management believes current cash and cash equivalents, along with cash generated from operations, will be sufficient to support operating and debt service needs for the next 12 months[270](index=270&type=chunk) [Contractual Obligations and Commitments](index=79&type=section&id=Contractual%20Obligations%20and%20Commitments) Details on contractual obligations are cross-referenced to the notes on commitments, debt, and leases - Contractual obligations and commitments are detailed in Note 12 (Commitments and Contingencies), Note 14 (Long-Term Debt), and Note 20 (Leases) of the Interim Financial Statements[279](index=279&type=chunk) [Critical Accounting Policies and Estimates](index=79&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) No material changes to critical accounting policies have occurred since the last annual report - There have been no material changes to the Company's critical accounting policies or methodologies since the most recent Annual Report on Form 10-K, other than new policies described in Note 2[277](index=277&type=chunk) [Recent Accounting Pronouncements](index=79&type=section&id=Recent%20Accounting%20Pronouncements) Information on new accounting standards is available in the notes to the financial statements - Information on recently issued accounting pronouncements and their future adoption is discussed in Note 2 (Summary of Significant Accounting Policies and Recent Accounting Standards) of the condensed notes to consolidated financial statements[278](index=278&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=80&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, detailed market risk disclosures are not required - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[280](index=280&type=chunk) [Item 4. Controls and Procedures](index=80&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of the period end - The principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[281](index=281&type=chunk) - There were no material changes in internal control over financial reporting during the three months ended June 30, 2025[282](index=282&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=81&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not currently a party to any material litigation - The Company is not a party to any litigation that is material to ongoing operations as of June 30, 2025[283](index=283&type=chunk) [Item 1A. Risk Factors](index=81&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to previously disclosed risk factors - No material changes to the risk factors disclosed in the 2024 Annual Report on Form 10-K have occurred as of the date of this report[284](index=284&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=81&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details regarding the company's stock repurchase program are provided in the financial statement notes - Details of the stock repurchase program and repurchases made during the six months ended June 30, 2025, are discussed in Note 15 Convertible Preferred Stock and Stockholders' Equity[285](index=285&type=chunk) [Item 3. Defaults Upon Senior Securities](index=81&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[286](index=286&type=chunk) [Item 4. Mine Safety Disclosures](index=81&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company has no mine safety disclosures to report - There are no mine safety disclosures[286](index=286&type=chunk) [Item 5. Other Information](index=81&type=section&id=Item%205.%20Other%20Information) No officers or directors adopted or terminated any specified trading arrangements during the quarter - No officers or directors adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025[286](index=286&type=chunk) [Item 6. Exhibits](index=81&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of this quarterly report - Exhibits include various agreements such as the Agreement and Plan of Merger, Share Purchase Agreement, Credit Agreement, and Security Agreement[288](index=288&type=chunk)[289](index=289&type=chunk)[290](index=290&type=chunk) - Corporate governance documents like the Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are also filed[289](index=289&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer, as required by the Sarbanes-Oxley Act, are included[290](index=290&type=chunk)[291](index=291&type=chunk)

Financial Results - Abacus Global Management, Inc. announced its financial results for the quarter ended June 30, 2025[3]. - A press release detailing the financial results is included as Exhibit 99.1[6]. Company Classification - The company is classified as an emerging growth company under the Securities Act[3]. Forward-Looking Statements - The report includes forward-looking statements regarding the company's public offering and future expectations[7]. - Management's expectations are subject to risks and uncertainties that may cause actual results to differ materially[7]. - The company has no obligation to update forward-looking statements except as required by law[7]. Report Signing - The report was signed by CEO Jay Jackson on August 8, 2025[9].

Revenue Growth - Total revenues for the three months ended March 31, 2025, were $44,139,346, a significant increase of $22,652,162 or 105.8% compared to $21,487,184 for the same period in 2024[149] - Asset management revenue surged to $7,773,077, reflecting an increase of $7,555,142 or 3466.7% compared to $217,935 in the prior year, primarily driven by the Carlisle and FCF acquisitions[151] - Life solutions revenue rose to $36,298,657, an increase of $15,029,408 or 70.7% from $21,269,249, mainly due to unrealized gains from life insurance policies[152] - Asset Management segment revenue reached $7,773,077 for the three months ended March 31, 2025, a significant increase of $7,555,142 or 3466.7% compared to the same period in 2024[168] - Life Solutions segment revenue increased to $36,298,657 for the three months ended March 31, 2025, up by $15,029,408 or 70.7% compared to the same period in 2024[170] Profitability - Gross profit increased by $18,264,652 or 97.3%, reaching $37,030,939 for the three months ended March 31, 2025, compared to $18,766,287 in 2024[155] - Operating income for the period was $21,026,964, a substantial increase from $2,253,129 in the previous year[150] - Net income attributable to common stockholders was $4,639,583 for the three months ended March 31, 2025, compared to a loss of $(1,348,745) in the same period of 2024[150] - Adjusted Net Income for the three months ended March 31, 2025, was $17,252,141, compared to $6,703,951 for the same period in 2024[178] - Net income for the three months ended March 31, 2025, was $5,399,026, compared to a loss of $1,275,471 in the same period of 2024, representing a significant turnaround[182] Expenses - Sales and marketing expenses increased by $686,056 or 35.5%, totaling $2,616,000, primarily due to higher advertising costs to support life policy revenue growth[157] - General and administrative expenses rose by $910,287 or 8.0%, amounting to $12,263,786, driven by payroll expenses related to business acquisitions and legal fees[158] - Depreciation and amortization expenses increased by $3,076,492 or 182.9%, totaling $4,758,546, attributed to the amortization of intangible assets from acquisitions[159] - Interest expense rose to $9,618,330 for the three months ended March 31, 2025, an increase of $5,947,885 or 162.0% compared to the same period in 2024[164] - Income tax expense increased by $1,160,572, or 98.9%, for the three months ended March 31, 2025, compared to the same period in 2024[166] Cash Flow and Liquidity - Cash and cash equivalents totaled $43,761,731 as of March 31, 2025, down from $131,944,282 at the end of 2024, indicating a need for careful liquidity management[195] - For the three months ended March 31, 2025, the company reported a net cash used in operating activities of $(61,590,694), a decrease of $(64,104,982) compared to a net cash provided of $2,514,288 in the same period of 2024[201] - The net cash used in investing activities increased to $(3,739,403) for the three months ended March 31, 2025, compared to $(253,793) in the prior year, reflecting a $(3,485,610) increase primarily due to a $(3,000,000) purchase of other investments[202] - Financing activities resulted in a net cash used of $(22,852,454) for the three months ended March 31, 2025, a decrease of $(60,389,803) from a net cash provided of $37,537,349 in the same period of 2024, mainly due to $(38,415,464) repayment of long-term debt[203] Investments and Assets - The aggregate face value of policies held at fair value reached $1,430,721,703, with a corresponding fair value of $446,207,963 as of March 31, 2025[184] - Total realized gains, net of premiums paid, increased by 59.8% to $13,875,116 compared to $8,683,082 in the prior year[184] - Assets under management (AUM) grew to $2,542,185,454, a significant increase from zero in the same period last year[185] - The number of policies serviced surged by 223.7% to 2,415, with the value of policies serviced increasing by 479.9% to $6,119,634,672[185] Shareholder Information - Pro forma adjusted net income available to common stockholders was $4,639,583 for the three months ended March 31, 2025, compared to $685,285 in 2024[189] - The company has a share repurchase plan approved for $15,000,000, with $2,974,863 remaining available for repurchases as of March 31, 2025[197] Future Outlook - Future capital requirements will depend on revenue growth and expansion activities, with potential plans for acquiring complementary businesses[196] Accounting Policies - The company has not reported any material changes to its critical accounting policies or methodologies since the last Annual Report on Form 10-K[204] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[207]

Financial Results - Abacus Global Management, Inc. announced its financial results for the quarter ended March 31, 2025[4]. - A press release detailing the financial results is included as Exhibit 99.1[7]. Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[3]. Forward-Looking Statements - The report contains forward-looking statements regarding the company's public offering and future expectations[8]. - The company emphasizes that actual results may differ materially from those projected due to various risks and uncertainties[8].

Valuation and Financial Risks - The valuation of life insurance policies is uncertain, with potential material adverse impacts on the company's business due to erroneous valuations tied to actual maturity dates [81]. - The company faces risks in accurately forecasting life expectancies, which could lead to lower returns on life settlement policies if people live longer than expected [90]. - The availability of life insurance policies for acquisition is limited, and failure to secure sufficient quality policies could adversely affect the company's business [95]. - Increased competition from life insurance companies and brokers offering enhanced cash surrender values may impact the company's ability to acquire policies [97]. - The company assumes credit risk associated with life insurance companies, which could affect the realization of full value from insurance payouts [84]. - The company may not realize anticipated benefits from recent acquisitions, which could negatively impact business results and stock value [84]. - Changes in tax regulations or interpretations could negatively impact the company's cash flows and operational results [84]. - The company may face challenges in liquidating life insurance policies, impacting cash flow and investment objectives [131]. - The company has outstanding indebtedness of approximately $381 million as of December 31, 2024, including $100 million under its Senior Secured Credit Facility [193]. - The company may incur additional indebtedness in the future, which could affect its financial and operational flexibility [193]. - The company is subject to restrictive covenants under its Credit Agreement, which could impact its operational flexibility [194]. Regulatory and Compliance Risks - The company is subject to privacy and cybersecurity risks that could materially affect its business operations [82]. - The company may face increased regulatory burdens if life settlements are deemed securities, potentially limiting investment opportunities [82]. - The life settlement industry faces negative public perception and political opposition, which could adversely affect the value and liquidity of the Company's investments [99]. - The Company is subject to U.S. privacy laws, and non-compliance could result in regulatory investigations, fines, and reputational harm [118]. - The Company must comply with the Gramm-Leach Bliley Act (GLBA) regarding the handling of nonpublic personal information (NPI), which imposes strict privacy and security obligations [119]. - Violations of the Health Insurance Portability and Accountability Act (HIPAA) could lead to significant civil and criminal penalties for the Company [120]. - The Company’s operations could be adversely affected by the evolving regulatory landscape surrounding life settlements and investment company registration requirements [113]. - Changes in legislation could classify life settlements as securities, leading to increased regulatory burdens and potential limitations on the Company's investment strategies [107]. - The Company is subject to various international regulatory requirements that could increase compliance costs and impact its operations and financial performance [169]. - The Company must comply with differing labor practices and foreign laws, including data privacy requirements, which could impose administrative burdens and result in penalties [166]. Operational and Management Risks - The Company relies on third-party data for tracking life settlement policies, and failures in these systems could lead to financial losses and operational disruptions [102]. - There is a risk of fraud in the origination of life insurance policies, which could result in significant financial losses for the Company [103]. - The Company may face claims from life insurance companies and regulatory authorities, which could negatively impact its business operations [104]. - The Company relies on experienced management and key employees, and losing them could harm its competitive position [135]. - Integration of the acquired businesses may lead to the loss of key employees and customers, as well as increased costs and delays in achieving anticipated synergies [161]. - The Company must protect its intellectual property rights, and failure to do so could adversely affect its business [137]. - The Company relies on third parties for distribution, and any disruption in these channels may lead to a decline in assets under management (AUM), revenue, and earnings [170]. Market and Investment Risks - The company's stock price may be volatile, influenced by various factors including market perceptions and future sales of common stock [88]. - The stock repurchase program may not enhance long-term stockholder value and could increase stock price volatility [176]. - The company has not paid cash dividends in the past and does not expect to pay cash dividends in the foreseeable future [189]. - The company may issue additional securities, which could result in substantial dilution to existing stockholders [181]. - The market price of the company's Common Stock may be volatile due to various factors, including operating performance and market conditions [185]. - The company has significant foreign currency risk due to operations conducted in currencies other than the U.S. dollar [173]. Economic and External Risks - Pandemics and economic downturns may disrupt the Company's ability to originate life settlement policies, impacting financial performance [142]. - The Company must ensure timely premium payments on life insurance policies to avoid lapses, which could materially impact its business [127]. - Life insurance companies may increase insurance premiums, adversely affecting the Company's returns on its policies [128]. - The Company has funded its operations primarily through the management of life settlement policies, and future capital raising may be limited or unavailable on acceptable terms [147]. - The Company is classified as an "emerging growth company," allowing it to rely on exemptions from certain disclosure requirements, which may affect the attractiveness of its securities to investors [150]. - As an emerging growth company, the Company will adopt new or revised accounting standards at the same time as public companies [361]. - Following the consummation of the Business Combination, the Company will comply with new or revised accounting standards on the relevant adoption dates for non-emerging growth companies [361].

Revenue Performance - Total revenues for the three months ended September 30, 2024, were $28,148,491, an increase of 33.2% compared to $21,120,930 for the same period in 2023[199]. - Active management revenue increased to $26,967,575 for the three months ended September 30, 2024, up 42.5% from $18,926,144 in the prior year[199]. - Portfolio servicing revenue rose by $4,177, or 7.5%, to $59,847 for the three months ended September 30, 2024, compared to $55,670 in the same period of 2023[204]. - Related party servicing revenue decreased by $112,360, or 66.5%, to $56,539 for the three months ended September 30, 2024, primarily due to a reduction in policies serviced for the Nova Funds[202]. - Total active management revenue for the nine months ended September 30, 2024, increased by $33,857,270, or 84.8%, reaching $73,778,331 compared to $39,921,061 in 2023[209]. - Total revenue for the portfolio servicing segment decreased by $275,417, or 33.8%, for the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to a net decrease in policies serviced[251]. - Total revenue for the active management segment increased by $33,857,270, or 84.8%, for the nine months ended September 30, 2024, compared to the same period in 2023[255]. - Total revenue for the originations segment decreased by $905,687, or 46%, for the three months ended September 30, 2024, compared to the same period in 2023[256]. - Total revenue for the originations segment increased by $2,424,020, or 123%, for the nine months ended September 30, 2024, compared to the same period in 2023[258]. Profitability Metrics - Gross profit for the three months ended September 30, 2024, was $25,960,510, compared to $17,755,973 for the same period in 2023, reflecting a 46.1% increase[199]. - Operating income for the three months ended September 30, 2024, was $6,849,971, compared to $6,300,012 in the prior year, indicating a growth of 8.8%[199]. - Gross profit for the nine months ended September 30, 2024, increased by $33,181,368, or 87.6%, to $71,059,365 compared to $37,877,997 in the same period of 2023[219]. - Gross profit from the active management segment increased by $33,408,976, or 88.3%, for the nine months ended September 30, 2024, compared to the same period in 2023[255]. - Gross profit from the originations segment decreased by $833,663 for the three months ended September 30, 2024, compared to the same period in 2023[257]. Expenses and Costs - Total cost of revenue for the three months ended September 30, 2024, was $2,187,981, a decrease from $3,364,957 in the same period of 2023[199]. - Sales and marketing expenses increased by $3,534,943, or 113.4%, to $6,651,942 for the nine months ended September 30, 2024, compared to $3,116,999 in 2023[222]. - General and administrative expenses increased by $30,282,964, or 272.5%, to $41,396,346 for the nine months ended September 30, 2024, compared to $11,113,382 in 2023[224]. - Cost of revenues (excluding depreciation and amortization) increased by $2,829,918, or 58.7%, to $7,649,844 for the nine months ended September 30, 2024, compared to $4,819,926 in 2023[217]. - Depreciation and amortization expense increased by $3,480,791, or 205.1%, for the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to the amortization of acquired Abacus intangible assets[227]. Net Income and Loss - Net loss attributable to common stockholders for the three months ended September 30, 2024, was $(5,125,055), compared to net income of $903,361 for the same period in 2023[199]. - Adjusted Net Income for the three months ended September 30, 2024, was $14,879,252, compared to $9,020,747 for the same period in 2023[264]. - Adjusted EPS for the nine months ended September 30, 2024, was $0.50, compared to $0.44 for the same period in 2023[264]. - Adjusted EBITDA for the three months ended September 30, 2024, was $16,666,306, compared to $10,796,500 for the same period in 2023[270]. - The company experienced a net loss of $974,901 for the six months ended June 30, 2023, compared to a loss of $318,098 for the three months ended June 30, 2023[295]. Cash Flow and Financing - The company reported a net cash used in operating activities of $116,827,478 for the nine months ended September 30, 2024, compared to $50,232,674 for the same period in 2023, representing an increase of $66,594,804[280]. - Net cash provided by financing activities increased to $111,815,591 for the nine months ended September 30, 2024, up from $54,259,604 in 2023, a rise of $57,555,987[283]. - Cash flows from investing activities showed a net cash outflow of $1,167,166 for the nine months ended September 30, 2024, compared to a net inflow of $2,569,437 in 2023, a decrease of $3,736,603[282]. - The company has a share repurchase plan approved for $15,000,000, with $2,974,863 remaining available for repurchases as of September 30, 2024[278]. - The company plans to support its operating and debt service needs through current cash and cash equivalents and planned life settlement policy trading activity for the next 12 months[279]. Operational Insights - The company operates in 49 states and the District of Columbia, holding licenses in 43 jurisdictions for life and viatical settlements[194]. - The company utilizes a proprietary "heat-map" technology platform to assess the risk and viability of life insurance policies, enhancing its origination and management processes[191]. - The number of policies serviced decreased by 329, or 21.4%, for the nine months ended September 30, 2024, compared to the same period in 2023[274]. - The number of policy originations to external parties increased by 57, or 167.6%, for the nine months ended September 30, 2024, compared to the same period in 2023[274]. - The number of policies sold under the fair value method increased to 340 for the nine months ended September 30, 2024, compared to 89 in 2023[211]. Market and Future Outlook - The company may seek additional equity or debt financing in the future to support its capital requirements and potential acquisitions[277]. - Management uses non-GAAP financial measures, including Adjusted EBITDA, to evaluate business performance and make strategic decisions[315].

Financial Performance - Total revenue for Q3 2024 increased by 33% year-over-year to $28.1 million, up from $21.1 million in the prior-year period[3] - Adjusted net income grew 65% year-over-year to $14.9 million, compared to $9.0 million in the prior-year period, with adjusted diluted earnings per share at $0.20[3] - Adjusted EBITDA rose 54% year-over-year to $16.7 million, with an adjusted EBITDA margin of 59.2%, compared to 51.1% in the prior-year period[3] - Total revenues for Q3 2024 reached $28.15 million, a 33.2% increase from $21.12 million in Q3 2023[20] - Active management revenue increased to $26.97 million in Q3 2024, up 42.5% from $18.93 million in Q3 2023[20] - Adjusted Net Income for Q3 2024 was $14.88 million, compared to $9.02 million in Q3 2023, reflecting a 64.5% increase[21] - Adjusted EBITDA for Q3 2024 was $16.67 million, with an Adjusted EBITDA margin of 59.2%, compared to 51.1% in Q3 2023[23] - Net loss attributable to common stockholders for Q3 2024 was $5.13 million, compared to a profit of $0.90 million in Q3 2023[21] - Total operating expenses for Q3 2024 were $19.11 million, an increase from $11.46 million in Q3 2023[20] - The company reported a loss on change in fair value of warrant liability of $8.77 million in Q3 2024, compared to a loss of $0.94 million in Q3 2023[20] Growth and Expansion - The number of policy originations increased by 54% to 278 in Q3 2024, compared to 181 in the prior-year period, with origination capital deployment reaching $93.2 million[3] - The company expects to close acquisitions of Carlisle Management and FCF Advisors, adding approximately $2.6 billion in assets under management by the end of Q4 2024, subject to regulatory approval[2] - The ABL Tech platform serves over 20 clients, with 23 more in negotiations, demonstrating significant growth since its launch eight months ago[2] Returns and Capital - Annualized return on invested capital (ROIC) for Q3 2024 was 21%, while annualized return on equity (ROE) was 23%[3] - Adjusted Annualized Return on Invested Capital (ROIC) improved to 20.6% as of September 30, 2024, up from 18.0% as of June 30, 2024[24] - Adjusted Annualized Return on Equity (ROE) increased to 23.1% for the period ended September 30, 2024, compared to 18.4% for the period ended June 30, 2024[25] Cash and Assets - As of September 30, 2024, the company had cash and cash equivalents of $19.4 million and total assets of $477.3 million[4][18] Product Development - The company launched PREADISAN™, a health prediction and actuarial technology tool, in partnership with Lorisco, aimed at enhancing longevity forecasting[2]

Revenue Growth - Total revenues for the three months ended June 30, 2024, were $29,076,102, a significant increase from $11,378,765 in the same period of 2023, representing a growth of 155.5%[200] - Active management revenue rose to $27,013,757 for the three months ended June 30, 2024, compared to $11,024,399 in 2023, marking an increase of 145.1%[200] - Portfolio servicing revenue increased by 240.5% to $84,218 for the three months ended June 30, 2024, up from $24,737 in 2023, driven by a rise in serviced policies[204] - Origination revenue reached $1,857,457 for the three months ended June 30, 2024, compared to $0 in the same period in 2023, related to the acquisition of Abacus[210] - Total revenue for the active management segment increased by $15,989,358 or 145.0% for the three months ended June 30, 2024, compared to the same period in 2023[249] - Total revenue for the originations segment increased by $1,857,457 for the three months ended June 30, 2024, compared to the same period in 2023, with no prior revenue recorded[251] Profitability - Gross profit for the three months ended June 30, 2024, was $26,332,568, compared to $10,405,365 in 2023, reflecting a growth of 153.3%[200] - Gross profit increased by $15,927,203, or 153.1%, for the three months ended June 30, 2024, primarily due to an increase in active management revenue driven by an increase in policies purchased[217] - For the three months ended June 30, 2024, the adjusted net income was $11,812,527, compared to $6,750,145 for the same period in 2023, reflecting a significant increase[260] - The adjusted EPS for the three months ended June 30, 2024, was $0.19 (basic) and $0.18 (diluted), compared to $0.13 (basic and diluted) in 2023[260] - Adjusted EBITDA for the three months ended June 30, 2024, was $16,716,882, up from $9,143,985 in 2023, with an adjusted EBITDA margin of 57.5% compared to 80.4% in 2023[265] Expenses - Operating income for the three months ended June 30, 2024, was $6,770,770, a decrease from $8,370,594 in the same period of 2023[200] - Sales and marketing expenses surged by $1,868,960, or 273.3%, for the three months ended June 30, 2024, primarily due to increased advertising costs to support origination and active management growth strategies[220] - General and administrative expenses increased by $13,975,805, or 2,419.9%, for the three months ended June 30, 2024, largely due to non-cash stock-based compensation and payroll expenses[222] - Cost of revenue (excluding depreciation and amortization) increased by $1,768,681, or 181.7%, for the three months ended June 30, 2024, primarily due to increased payroll and commission expenses[213] Investment Performance - Unrealized loss on investments increased by $1,035,418, or 153.9%, for the three months ended June 30, 2024, primarily due to changes in the fair value of S&P 500 options[226] - Unrealized gain on investments increased by $4,328 or 0.5% for the six months ended June 30, 2024, compared to the same period in 2023[227] - Realized gain on investments increased by $856,744 for the three months ended June 30, 2024, compared to the same period in 2023, primarily due to the sale of S&P 500 options[228] Cash Flow - Net cash used in operating activities for the six months ended June 30, 2024, was $(64,542,510), an increase of $(26,178,339) compared to $(38,364,171) in 2023[275] - Net cash provided by financing activities surged to $130,993,784 for the six months ended June 30, 2024, compared to $35,983,097 in 2023, marking an increase of $95,010,687[279] - The company believes its current cash and cash equivalents will be sufficient to support operating and debt service needs for the next 12 months[274] Policy and Market Activity - The number of policies serviced increased by 41.0% to 1,155 for the six months ended June 30, 2024, from 819 in 2023[270] - The value of policies serviced rose to $2,526,819,484 for the six months ended June 30, 2024, a 38.6% increase from $1,823,437,795 in 2023[270] - Total invested dollars increased by 59.4% to $1,081,579,116 for the six months ended June 30, 2024, compared to $678,400,432 in 2023[270] Related Party Transactions - Related-party revenue for the three months ended June 30, 2023 included $1,579,864 from 38 originated policies for the Nova funds, valued at $56,688,680[292] - Related-party revenue for the six months ended June 30, 2023 included $3,093,797 from 72 originated policies for the Nova funds, valued at $96,674,080[294] Other Financial Metrics - Interest expense increased to $4,529,187 for the three months ended June 30, 2024, compared to $584,075 for the same period in 2023, primarily due to various interest expenses[234] - Income tax expense increased by $573,139 or 48.4% for the three months ended June 30, 2024, compared to the same period in 2023[242] - Other income (expense) decreased by $73,869 or 60.7% for the three months ended June 30, 2024, compared to the same period in 2023[233]