Abacus Global Management Inc.

03/13/2026 | Press release | Distributed by Public on 03/13/2026 15:14

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides an analysis of the Company'sfinancial condition, cash flows and results of operations from management'sperspective and should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. Our objective is to provide discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations. This section of this Form 10-K discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section27A of the Securities Act, and Section 21E of the
Exchange Act including statements regarding our expectations, hopes, intentions or strategies regarding the future. In addition to historical financial analysis, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions, as described under the heading "Cautionary Note Regarding Forward-Looking Statements." All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: the potential impact of our business relationships, including with our employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of activity in our sector or the sectors of our affiliated companies, which may be caused by, among other things, high or increasing interest rates, or a weak U.S. economy; significant competition that our operating subsidiaries face; compliance with extensive government regulation; and other risks detailed in the those set forth under "Risk Factors" or elsewhere in this quarterly statement. Unless the context otherwise requires, references in this "Abacus Global Management, Inc. Management's Discussion and Analysis of Financial Condition and Results of Operations" to "we," "us," "our," and "Company" are intended to mean the business and operations of Abacus Global Management, Inc.
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. We serve as the originator and market maker of the assets we purchase and manage, providing a distinct advantage for consumers seeking to monetize insurance policies and for investors seeking to deploy capital. In a highly regulated and difficult-to-access insurance marketplace, we provide consumers with the maximum opportunity for their insurance assets and we also provide investors with a high-quality class of assets. For a further overview of our business, please see the discussion under the heading, "Item 1. Business," in this Annual Report on Form 10-K.
The Company is a 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.
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. Through this origination process, the Company originate life insurance policy settlement contracts as a licensed life settlement provider on behalf of third-party institutional investorsand 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. We generate fees on the policies we originate based on a percentage of the face value or death benefit of the acquired life insurance policies. Within this segment, we also generate revenues from portfolio management and portfolio servicing. The Company then screens 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. With meaningful support from our proprietary risk rating heat map, we also continually evaluate policies to generate uncorrelated risk adjusted returns.
Upon acquiring a policy, we have the option to either (i) trade that policy to a third-party institutional investor or (ii) hold that policy on our balance sheet until maturity. This process is predicated on driving the best economics for the Company. For those policies that we trade, our portfolio management activities generate revenues based on spreads for traded life insurance policies, and for those life insurance policies held to maturity, though the realized returns on such policies. Such activities represent our portfolio management process. Additionally, we generate revenues based on a range of third-party portfolio servicing activities for third-party owners of life settlement assets, which generates revenue based on a percentage of the total asset value serviced.
Asset Management
The Company's Carlisle and FCF subsidiaries manage alternative investment funds and exchange-traded funds ("ETF"). The alternative investment funds primarily invest in insurance policy settlement contracts that cater to investors seeking risk-adjusted returns with low correlation to other asset classes. The ETFs primarily invest in equity securities using a suite of core and thematic free cash flow equity strategies and offers over 50 customizable free cash flow index strategies covering eight global equities allocation categories available in separately managed accounts. Asset Management fees are based on a percentage of total asset value under management. We also realize performance fees based on a percentage of returns over certain hurdle rates for the managed alternative investment funds.
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. 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 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
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. The increase is mainly due to a full year of management fees of approximately $26.4 million, approximately $4.0 million, and approximately $1.2 million generated from the Carlisle Funds (related party), the ETF Funds, and the LP Funds (related party) respectively, compared to one month of management fees of approximately $2.4 million and approximately $0.4 million generated from the Carlisle Funds and the ETF Funds in 2024 due to the timing of the Carlisle Acquisition and FCF Acquisition (December 2, 2024).Refer to Note 3, Business Combinationsand Note 19, Related-Party Transactionsfor additional information. The Company did not record significant performance fees during the year ended December 31, 2025. Refer to the Assets Under Managementsection below for the change in total assets managed and refer to the Key Business Metricsbelow for the average management fees charged.
Life Solutions
Year Ended December 31,
2025 2024 Change % Change
Revenue from life insurance policies held using the fair value method, net $ 154,070,697 $ 85,048,829 $ 69,021,868 81.2 %
Revenue from life insurance policies held using the fair value method, related party, net 37,445,044 3,312,202 34,132,842 1030.5 %
Fee-based services - 13,881,208 (13,881,208) (100.0) %
Revenue from life insurance policies held using the investment method 4,967 577,122 (572,155) (99.1) %
Revenue from life insurance policies held using the investment method, related party 57,414 - 57,414 NM
Insurance commissions 3,440,460 - 3,440,460 NM
Originations 5,656,476 5,457,147 199,329 3.7 %
Total life solutions revenue $ 200,675,058 $ 108,276,508 $ 92,398,550 85.3 %
Life solutions revenue increased by $92,398,550 or 85.3%for the year ended December 31, 2025compared to the year ended December 31, 2024. The increase is mainly due to an increase of $127,743,398 in realized gains, partially offset by $(4,499,783) decrease in unrealized gains, $(20,088,905) in premiums paid, and $(13,881,208) fee-based revenue that did not recur related to policies accounted for under the fair value method. Fee-based revenue includes a) commissions earned from the sale of insurance policies, both in the first year the policy is sold and, when applicable, when the underlying policyholder renews their policy in subsequent years; and b) one-time consulting fees that can vary widely on a quarterly basis by identifying policies available for sale, valuing these policies, and negotiating terms with sellers and buyers. Refer to Note 13, Fair Value Measuresfor additional information on the composition of revenue from life insurance policies. Insurance commissions revenue is new in 2025 due the Company acquiring NIB and AccuQuote. Refer to Note 3, Business Combinationsfor additional information.
The realized and unrealized gain activity is mainly due to the Company's expanded capital base and deployment capacity following two major financing events: a $90 million equity raise in November 2024, a $100 million debt facility acquired in December 2024, and a $50 million delayed draw financing in September 2025. The additional capital enabled the Company to acquire a larger portfolio of life insurance policies, with a substantial portion sold during the year ended December 31, 2025 to investors seeking uncorrelated assets. The average realized gain per policy sold also improved markedly, rising from 24.9% for the year ended December 31, 2024 to 32.5% for the year ended December 31, 2025. This reflects increased institutional demand for life settlement policies as uncorrelated assets, creating more favorable pricing conditions for the Company's portfolio trades. During the year ended December 31, 2025, the Company sold approximately 68% of the policies that were on the balance sheet as of December 31, 2024 and redeployed a majority of that capital to purchase additional policies. In the quarter ended December 31, 2025, the Company's weighted average discount rate was 13%, which is based on the historical and current realized gains on policies sold, risk score, duration, and current demand for uncorrelated assets. Refer to Note 4, Revenuesand Note 13, Fair Value Measurementsto the consolidated Financial Statements for additional information.
Technology Services
Year Ended December 31,
2025 2024 Change % Change
Technology services $ 717,185 $ 33,628 $ 683,557 2032.7 %
Total technology services revenue $ 717,185 $ 33,628 $ 683,557 2032.7 %
Technology services revenue increased by $683,557for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is mainly due technology service revenue activity having commenced in December 2024 and the increase customers and corresponding lives tracked increasing to approximately 2.8 million lives as of December 31, 2025 compared to approximately 0.7 million lives tracked as of December 31, 2024.
Cost of Revenues (Excluding Depreciation and Amortization) and Gross Profit
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. The increase in cost of revenues is primarily due to $8,394,591 asset management retrocession fees, $7,207,612 increase related to compensation expenses, and $1,576,859 in origination commissions due to the growth in life policy activity (refer to the Key Business Metricssection below) and newly acquired businesses (refer to Note 3, Business Combinationsfor additional information). 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 gross profit is primarily due to the increase in asset management revenue and life solutions revenue driven by an increase in policies purchased and sold. Refer to the Results of Operations-Segment Resultssection for additional information.
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. The increase was primarily related to an increase in advertising costs to support our life solutions growth strategy in addition to our acquired businesses.
General and Administrative (Including Stock-Based Compensation) Expenses
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. The increase is primarily related to increases in payroll expense of $14,331,899 mainly due to increase in staffing due to acquisitions, legal and professional fees of $13,530,739 incurred in connection with various projects, and other general and administrative expenses of $7,133,714, partially offset by decreases in non-cash stock-based compensation expense of $28,208,452 due to the early vesting of the CEO's restricted stock in the fourth quarter of 2024.
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.
Unrealized Loss (Gain) on Equity Securities, at Fair Value
Year Ended December 31,
2025 2024 Change % Change
Unrealized loss on equity securities, at fair value $ - $ 238,012 $ (238,012) (100.0) %
Unrealized gain on investments decreased by $(238,012) or (100.0)% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The change is mainly due to investments in S&P 500 options sold in 2024.
Realized Loss (Gain) on Equity Securities, at Fair Value
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. The change is mainly due to the sale of investments in S&P 500 options in June and December 2024 used to pay off the market-indexed notes between July 2024 and January 2025.
(Gain) Loss on Change in Fair Value of Debt
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) %
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. The change is primarily attributable to the payoff of the market-indexed notes. The Company's final paid amount to the debt holders was less than the fair value amount reported, resulting in the reported gain. The Company had the contractual right to pay off the debt at par value, and the fair value of the debt at retirement was different from its par value (due to the prevailing interest rate at the end of each reporting period, amongst other factors). Please refer to Note 14, Long-Term Debtfor further information.
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. The change is primarily related to lending fees discussed in Note 9, Other Investments and Other Assets, partially offset by losses in foreign exchange conversions.
Interest expenseincreased by $(20,514,251) or 112.2% for the year ended December 31, 2025compared to the yearended December 31, 2024.The increase in interest expense is primarily related to the $100,000,000 issuance of the Senior Secured Credit Facility borrowed in December 2024, to the $50,000,000 delayed draw borrowed in September 2025 that was available under the Senior Secured Credit Facility, and the $72,727,075 increase in the Fixed Rate Senior Unsecured Notes in connection with the Carlisle Acquisition borrowed in December 2024.
Interest income increased by $1,462,306 or 61.0% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase in interest income is related to interest earned on our bank deposits.
The loss on change in fair value of warrant liability decreased by $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 the Private Placement Warrants offset by the issuance of common stock. Refer to Note 13, Fair Value Measurementsfor 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. 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.
Results of Operations-Segment Results
Asset Management
Year Ended December 31,
2025 2024 Change % Change
Revenue $ 33,845,393 $ 3,613,650 $ 30,231,743 836.6%
Cost of revenue 13,856,483 1,896,819 11,959,664 630.5%
Gross profit $ 19,988,910 $ 1,716,831 $ 18,272,079 1064.3%
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies.
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.
The change of gross profit is a product of the change of revenue and cost of revenue.
Assets Under Management
Year Ended December 31, 2025
Longevity Funds ETF Funds Total
BALANCE AS OF DECEMBER 31, 2024 - Fee Paying AUM $ 1,815,438,972 $ 778,641,321 $ 2,594,080,293
Inflows 604,005,578 272,642,863 876,648,441
Outflows (54,413,715) (264,717,640) (319,131,355)
Change in value (128,370,181) 64,040,459 (64,329,722)
Value of all policies on the balance sheet related to LMA Income Series II, LP[1]
191,197,799 - 191,197,799
BALANCE AS OF DECEMBER 31, 2025 - Fee Paying AUM 2,427,858,453 850,607,003 3,278,465,456
OTHER POLICY BALANCE SHEET ASSETS - Non-Fee Paying 278,578,435 - 278,578,435
TOTAL ASSETS UNDER MANAGEMENT AS OF DECEMBER 31, 2025 $ 2,706,436,888 $ 850,607,003 $ 3,557,043,891
[1]Recurring revenues generated are eliminated in consolidation.
The Company did not have assets under management until the fourth quarter of 2024.
Longevity Funds-The change in inflows are related to new subscriptions of approximately $604.0 million. The outflows are related to redemptions of approximately $54.4 million. The change in value of approximately $(128.4) million is the result of realized and unrealized gains generated by the funds, net of operating expenses.
ETF Funds-The change in inflows are related to new subscriptions of approximately $272.6 million. The outflows are related to redemptions of approximately $264.7 million. The change in value of approximately $64.0 million is the result realized and unrealized gains generated by the funds, net of operating expenses.
Life Solutions
Year Ended December 31,
2025 2024 Change % Change
Revenue $ 200,675,058 $ 108,276,508 $ 92,398,550 85.3%
Cost of revenue 12,896,503 9,241,922 3,654,581 39.5%
Gross profit $ 187,778,555 $ 99,034,586 $ 88,743,969 89.6%
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies.
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.
The change of gross profit is a product of the change of revenue and cost of 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. 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. Our technology service revenue and related cost of revenue activity commenced in December 2024.
The change of gross loss is a product of the change of revenue and cost of revenue.
Non-GAAP Financial Measures and Key Business Metrics
The consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and are prepared in accordance with U.S. GAAP. We monitor key business metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions. We have presented the following non-GAAP measures, their most directly comparable GAAP measure, and key business metrics:
Non-GAAP Measure Comparable GAAP Measure
Adjusted Net Income, Adjusted EPS Net Income attributable to common stockholders and EPS
Adjusted EBITDA Net Income
Adjusted Net Income, Adjusted EPS, Adjusted EBITDA and Adjusted EBITDA Margin, are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, net income (loss) (for Adjusted EBITDA and Adjusted EBITDA Margin), net income (loss) attributable to common stockholders (for Adjusted Net Income) or earnings (loss) per share (for Adjusted EPS), which are considered to be the most directly comparable GAAP measures. These non-GAAP financial measures
have limitations as analytical tools, and when assessing Company's operating performance, these non-GAAP financial measures should not be considered in isolation or as substitutes for net income (loss), net income (loss) attributable to common stockholders, earnings (loss) per share or other consolidated statements of operations and comprehensive income (loss) data prepared in accordance with GAAP.
Adjusted Net Income is presented for the purpose of calculating Adjusted EPS. The Company defines Adjusted Net Income as net income (loss) attributable to common stockholders adjusted for non-controlling interest income, amortization, change in fair value of warrants, business acquisition costs and special legal costs, and non-cash stock-based compensation and the related stock-based limitation tax effect before the estimated tax effect. The estimated tax effect to adjusted net income is based on the Company's U.S. based federal and state statutory tax rates. We believe that Adjusted Net Income provides an additional measure of operating performance that eliminates the impact of expenses that do not relate to business performance.
Adjusted EPS measures our per share earnings and is calculated as Adjusted Net Income divided by adjusted weighted-average shares outstanding. We believe that Adjusted EPS may be useful to investors because it enables them to better evaluate per share operating performance across reporting periods by eliminating the impact of expenses that do not relate to the Company's business performance.
Adjusted Net Income and Adjusted EPS
The following table presents a reconciliation of Adjusted Net Income to the most comparable GAAP financial measure, net income (loss) attributable to common stockholders and Adjusted EPS to the most comparable GAAP financial measure, earnings per share, on a historical basis for the periods indicated below:
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.
Note: Totals may not add up due to rounding.
The change in adjusted net Income was primarily a result of the factors described in connection with operating revenues and operating expenses and the items listed above.
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, change in fair value of debt, change in fair value of warrant liability, S&P 500 options that were entered into as an economic hedge related to the debt (described as the realized and unrealized gain on equity securities, at fair value), non-cash stock based compensation, and other items. Adjusted EBITDA should not be determined as substitution for net income (loss), cash flows from operating, investing, and financing activities, operating income (loss), or other metrics prepared in accordance with U.S. GAAP.
We believe that Adjusted EBITDA assists investors in understanding the Company's ongoing operating performance by presenting comparable financial results between periods. We believe that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes, and certain other charges that are variable from year to year. We believe that Adjusted EBITDA provides our investors with performance measures that reflect the impact to operations from trends in changes in revenue, policy values, and operating expenses that provides a perspective not immediately apparent from net income (loss) and operating income (loss). Adjusted EBITDA excludes items which we believe may cause short-term fluctuations in net income (loss) and operating income (loss) which we do not consider to be the primary drivers of the Company's business.
The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most comparable GAAP financial measure, net income (loss), on a historical basis:
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)%
The changein adjusted EBITDA was primarily a result of the factors described in connection with operating revenues and operating expenses and the items listed above.
Pro Forma Non-GAAP Financial Measures and Segment Results
Non-GAAP Measure Comparable GAAP Measure
Pro Forma Adjusted Net Income, Pro Forma Adjusted EPS Net Income (Loss) Attributable to Common Stockholders,
EPS
Pro Forma Adjusted EBITDA Net Income (Loss) for Common Stockholders
Pro Forma Adjusted Net Income and Pro Forma Adjusted EPS
Refer to the Adjusted Net Income and Adjusted EPS section for the description of this measure and comparable GAAP measures. The year ended December 31, 2024 includes Carlisle's historical information prior to the Carlisle Acquisition.
The following table presents a reconciliation of Pro Forma Adjusted Net Income to the most comparable GAAP financial measure, net income (loss) attributable to the Company and Pro Forma Adjusted EPS to the most comparable GAAP financial measure, earnings (loss) per share combined with Carlisle on a historical basis for the 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.
Note: Totals may not add up due to rounding.
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 incurred and approximately 9.2 million common shares issued in connection with the Carlisle Acquisition and add back approximately $4 million in Carlisle net income for the year ended December 31, 2024.
Pro Forma Adjusted EBITDA
Refer to the Adjusted EBITDA section for the description of this measure and comparable GAAP measures. The year ended December 31, 2024 combines Carlisle historical information prior to the Carlisle Acquisition.
The following table presents a reconciliation of Proforma Adjusted EBITDA and Proforma Adjusted EBITDA Margin to the most comparable GAAP financial measure, net income (loss) for common stockholders combined with Carlisle on a historical basis for the 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.
Pro Forma Segment Revenue
The table below summarizes the combined results of operations for the Company and Carlisle in connection with the Carlisle Acquisition as if the Companies were combined for the year ended December 31, 2024. The unaudited supplemental pro forma financial information related to the asset management segment as presented below is for illustrative purposes only and does not purport to
represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods.
Year Ended December 31,
2025 2024
Revenue $ 33,845,393 $ 28,916,835
Cost of revenue 13,856,483 8,248,164
Gross profit $ 19,988,910 $ 20,668,671
Key Business Metrics
We monitor the following key business metrics:
Revenue generated from life policies: (i) policies sold, matured, and bought, (ii) realized gains, (iii) revenues from maturities, (iv) net death benefit value of policies held, (v) turnover ratio, and (vi) holding period. 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. The turnover ratio measures our capital efficiency with a higher number generally correlating to growth in realized gains. The holding period is based on the weighted average age of life settlement policies, which tracks our ability to make hold or trade decisions that enhance realized gains.
Asset management revenue: (i) assets under management also referred to as the net asset value of funds ("AUM" or "NAV"). AUM drives management fees and performance fees generated by the Company.
Servicing revenue: (i) number of policies serviced, (ii) face value of policies serviced, and (iii) total invested dollars. Servicing revenue involves the provision of services for maintaining the policy, managing processing of claims in the event of death of the insured, and ensuring timely payment of optimized premiums computed to derive maximum return on maturity of the policy. The number of policies and the face value of policies serviced represents the volume and dollar face value of policies over which the above services are performed. Total invested dollars represent the acquisition cost plus premiums paid for serviced policies and is used to determine servicing fees.
Origination revenue: Origination revenues represent fees negotiated for each purchase and sale of a policy with an investor. The number of policy originations (i) represents the volume of policies over which the above origination services are performed. The number of policy originations directly correlates with origination revenues allowing management to evaluate fees earned upon each transaction.
Information regarding policies accounted for under the fair value method is as follows:
Year Ended December 31,
2025 2024 Change % Change
Fair Value Method:
Policies bought 1,188 914 274 30.0%
Policies bought from related parties 73 304 (231) (76.0)%
Policies originated for external investors [1]
122 124 (2) (1.6)%
Year Ended December 31,
2025 2024 Change % Change
Policies sold 1,059 466 593 127.3%
Policies sold to related parties 828 73 755 1034.2%
Policies matured 33 21 12 57.1%
Turnover ratio [2]
2.6
[2]
NM NM
Holding period on existing policies (in days) 269
[2]
NM NM
Holding period on sold policies (in days) 254
[2]
NM NM
Weighted average realized gain (loss) on policies sold 32.5 % 24.9 % 7.6% 30.5%
Number of external counter parties that purchased policies 26 25 1 4.0%
Total lifetime realized gains, net of lifetime premiums paid $ 153,655,279 $ 35,701,906 $ 117,953,373 330.4%
Total lifetime realized gains from maturities, net of lifetime premiums paid $ 29,003,302 $ 5,596,927 $ 23,406,375 418.2%
[1]- 2025 includes 5 policies and 2024 includes 7 policies within the rescission period that are recorded in contract liabilities on the Company's consolidated balances sheets. Refer to Note 4, Revenue for additional information.
[2]- The Company will report the turnover ratio and holding periods on a prospective basis.
Note: Realized gains represent the difference between the sale price of life insurance policies or the net death benefit of matured life insurance policies, net of the original cost of the corresponding life settlement policy plus related lifetime continuing costs (e.g., premium costs) (together all costs associated with life insurance policies are "Lifetime Carrying Costs"). The average realized gain on policies sold represents realized gains as a percentage of related Lifetime Carrying Costs of sold life insurance policies. There were no significant differences in the weighted average realized gains from life settlement policies sold to external- or related-parties for the years ended December 31, 2025 and 2024. Refer to Note 19, Related-Party Transactionsfor additional information.
Information regarding policies accounted for under the investment method is as follows:
Year Ended December 31,
2025 2024 Change % Change
Investment Method:
Policies bought - - - NM
Policies sold 2 3 (1) (33.3)%
Policies sold to related parties 1 - 1 NM
Policies matured - 1 (1) (100.0)%
Average realized gain (loss) on policies sold 22.5 % 63.1 % (40.6)% (64.3)%
Year Ended December 31,
2025 2024 Change % Change
Number of external counter parties that purchased policies 1 2 (1) (50.0)%
Total lifetime realized gains, net of lifetime premiums paid $ 49,301 $ 292,051 $ (242,750) (83.1)%
Total lifetime realized gains from maturities, net of lifetime premiums paid $ - $ 218,280 $ (218,280) (100.0)%
Note: Realized gains represent the difference between the sale price of life insurance policies or the net death benefit of matured life insurance policies, net of the original cost of the corresponding life settlement policy plus related lifetime continuing costs (e.g., premium costs) (together all costs associated with life insurance policies are "Lifetime Carrying Costs"). The average realized gain on policies sold represents realized gains as a percentage of related Lifetime Carrying Costs of sold life insurance policies.
Information regarding originations revenue, management fees, and servicing revenue is as follows:
Year Ended December 31,
2025 2024 Change % Change
Assets under management $ 3,087,267,657 $ 2,594,080,293 $ 493,187,364 19.0%
Average management fee on Longevity Funds 1.36 % 1.60 % (0.24) % (15.0)%
Average management fee on ETF Funds 0.49 % 0.65 % (0.16) % (24.6)%
Number of policies serviced[1]
3,628 2,105 1,523 72.4%
Face value of policies serviced[1]
$ 7,821,780,432 $ 5,474,356,066 $ 2,347,424,366 42.9%
Total invested dollars [1]
$ 3,141,549,277 $ 2,263,013,213 $ 878,536,064 38.8%
Number of policies serviced, related party 2,357 1,077 1,280 118.8%
Face value of policies serviced, related party $ 5,340,496,606 $ 2,934,053,045 $ 2,406,443,561 82.0%
Total invested dollars, related party $ 2,276,732,506 $ 1,392,898,021 $ 883,834,485 63.5%
Number of policy originations to external parties 122 124 (2) (1.6)%
Number of policy originations to subsidiaries eliminated in consolidation 559 513 46 9.0%
[1]For the year ended December 31, 2025, LMA and LMA subsidiaries comprised 836 of the policies serviced, $1,116,976,458 face value of the policies serviced, and $396,408,458 of the total invested dollars. 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
invested dollars. All servicing revenues related to LMA or LMA subsidiaries are eliminated in consolidation.
Liquidity and Capital Resources
The Company finances its operations primarily through cash generated from operations and net proceeds from debt or equity financing. The Company actively manages its working capital and the associated cash requirements when servicing and originating policies while also effectively utilizing cash and other sources of liquidity to purchase additional life settlement policies. As of December 31, 2025and 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. The Company may seek additional equity or debt financing.
In December 2023, April 2025, June 2025, and November 2025 the Company's Board of Directors approved a $15,000,000, $15,000,000, $20,000,000, and $10,000,000 repurchase plans, respectively, that will expire in May 2027. As of December 31, 2025,$4,191,405 remains available for repurchases under the approved plan. Refer to Note 15, Convertible Preferred Stock and Stockholders' Equityfor additional information.
Refer to Note 13, Fair Value Measurementsand Note 15, Convertible Preferred Stock and Stockholders' Equityfor disclosures related to the Company's conversion of all Private Placement Warrants and Public Warrants in a non-cash exchange for the Company's common stock, respectively.
We believe that our current cash and cash equivalents as well as cash generated from operations will be sufficient to support our operating and debt service needs for the 12 months following the filing of this Yearly Report on Form 10-K.
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
During the yearended 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 yearended December 31, 2024. The decrease of $183,129,979 in net cash used from operating activities was primarily due to $138,273,092 decrease in net life settlement purchases, $62,229,989 increase in net income, and $12,089,507 related to change in various operating asset and liability accounts, offset by $(22,422,020)increase in interest paid and $(7,040,589)increase in taxes paid.
Investing Activities
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. The increase of $(18,323,447) in net cash used in investing activities was primarily related to $(12,499,569) purchases of investments and to $(6,217,105) in business acquisitions net of cash acquired. Refer to Note 3, Business Combinationsfor additional information.
Financing Activities
During the yearended December 31, 2025, financing activities used $(44,872,748) of net cash compared to $320,121,348 of net cash provided during the yearended December 31, 2024. The decrease of $(364,994,096)in net cash provided by financing activities is primarily due to $(181,702,400) decrease in net proceeds received from our follow-on stock issuances that did not reoccur, $(122,426,686) decrease in issued debt, $(33,041,383) increase in share repurchases, $(20,121,464) increase in debt repayments, $(19,550,571) payment of dividends, $(6,852,206) decrease in cash received from public warrant conversions that did not reoccur, partially offset by $11,339,341 decrease in stock issue costs and $6,000,374 decrease in debt issue costs.
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 Contingenciesfor a list of commitments and contingencies.
Note 14, Long-Term Debtfor a list of outstanding debt, related interest rates, and maturity dates.
Note 20, Leasesfor our outstanding lease obligations.
Critical Accounting Policies and Estimates
The Company prepared its consolidated financial statements in accordance with GAAP. Our preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and related disclosures at the date of the financial statements, as well as revenue and expense recorded during the reporting periods. The Company evaluates its estimates and judgments on an ongoing basis. The Company bases its estimates on historical experience and or other relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ materially from management's estimates. Refer to Note 2, Summary of Significant Accounting Policies to our consolidated financial statements for further information related to our critical accounting policies and estimates, which are as follows:
Valuation of Life Insurance Policies-including how the Companyaccounts for its holdings of life insurance settlement policies at fair value in accordance with ASC 325-30, Investments in Insurance Contractsand ASC 820, Fair Value Measurements and Disclosures. The Company's valuation of life settlements are considered Level 3, as there is currently no active market where the Company is able to observe quoted prices for identical assets. The Company's valuation model incorporates significant inputs that are not observable. Refer to Note 5, Life Insurance Settlement Policiesand Note 13, Fair Value Measurementsto the consolidated financial statements for further discussion.
Valuation of Goodwill and Other Intangible Assets-including how the Company determines the fair value of goodwill and other intangible assets and reporting units, and how the Company determines when an impairment loss should be recorded. During the fourth quarter of 2025, we conducted our annual goodwill impairment test and did not record any impairment charges. The estimated fair values of our reporting units exceeded their carrying amounts at the date of their most recent estimated fair value determination. During 2025, we evaluated our other intangible assets for impairment and did not record any impairment charges. Refer to Note 3, Business Combinationsand Note 7, Goodwill and Other Intangible Assets to the consolidated financial statements for further discussion.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policiesto the consolidated financial statements.
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