Abacus Global Management, Inc.

ABACUS GLOBAL MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Organization and Description of Business

Abacus Global Management, Inc. (the “Company” or “Abacus”) was formerly known as Abacus Life, Inc. and East Resources Acquisition Company ("ERES”), a blank check company incorporated in Delaware on May 22, 2020. The Company is a leading financial services company specializing in alternative asset management, data-driven wealth solutions, technology innovations, and institutional services. With a focus on longevity-based assets and personalized financial planning, Abacus leverages proprietary data analytics and decades of industry expertise to deliver innovative solutions that optimize financial outcomes for individuals and institutions worldwide.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries where we have controlling financial interests. All intercompany balances and transactions have been eliminated.

Consolidation of Variable Interest Entities—For entities in which the Company has variable interests, the Company first evaluates whether the entity meets the definition of a variable interest entity (“VIE”) or a voting interest entity (“VOE”). If the entity is a VIE, the Company focuses on identifying whether it has the power to direct the activities that most significantly impact the VIE’s economic performance and whether it has the obligation to absorb losses or the right to receive benefits from the VIE. If the Company is the primary beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE will be included in the Company’s consolidated financial statements. The proportionate share not owned by the Company is recognized as noncontrolling interest and net income attributable to noncontrolling interest on the consolidated balance sheets and consolidated statements of operations and comprehensive income (loss), respectively. If the entity is a VOE, the Company evaluates whether it has the power to control the VOE through a majority voting interest or through other arrangements.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, (“ASC 810”) requires the Company to separately disclose on its consolidated balance sheets the assets of consolidated VIEs and liabilities of consolidated VIEs as to which there is no recourse against the Company. As of December 31, 2025, total assets and liabilities of consolidated VIEs were $204,604,881 and $115,186,408, respectively. As of December 31, 2024, total assets and liabilities of consolidated VIEs were $169,322,167 and $143,200,287, respectively. Refer to Note 14, Long-Term Debt for additional information on assets of the consolidated VIEs.

On October 4, 2021, the Company entered into an operating agreement with LMX Series, LLC (“LMX”) andthree other unaffiliated investors to obtain a 70% ownership interest in LMX, which was newly formed in August 2021. LMX had no operating activity prior to the operating agreement being signed. LMX had a wholly owned subsidiary, LMATT Series 2024, Inc., a Delaware C corporation (“LMATTS 2024”). While the Company andthree other investors each contributed $100 to LMX, the Company directs the most significant activities by managing the investment offerings, and sponsoring and creating structured investment grade insurance liabilities, and thus was provided a 70% ownership interest. LMX was a VIE and the Company was the primary beneficiary of LMX. LMX was dissolved on September 22, 2025 through a planned dissolution approved by the investors. The Company included the results of LMX and its subsidiaries in its consolidated statement of operations and comprehensive income (loss) until dissolution for the years ended December 31, 2025 and December 31, 2024. Refer to Note 10, Consolidation of Variable Interest Entities for additional information.

On November 30, 2022, LMA Series, LLC, a wholly owned subsidiary of the Company, signed an Operating Agreement to be the sole member of a newly created general partnership, LMA Income Series, GP, LLC. Subsequent to that, LMA Income Series, GP, LLC formed a limited partnership, LMA Income Series, LP and issued partnership interests to limited partners in a private placement offering (“LMAIS”). It was determined that LMA Series, LLC was the primary beneficiary of LMA Income Series, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the years ended December 31, 2025 and December 31, 2024. LMA Income Series, GP, LLC and LMA Income Series, LP were dissolved on September 22, 2025 through a planned dissolution approved by the Company.

On January 31, 2023, LMA Series, LLC, a wholly owned subsidiary of the Company, signed an Operating Agreement to be the sole member of a newly created general partnership, LMA Income Series II, GP, LLC. Subsequent to that, LMA Income Series II, GP, LLC formed a limited partnership, LMA Income Series II, LP and issued partnership interests to limited partners in a private placement offering (“LMAIS II”). It was determined that LMA Series, LLC is the primary beneficiary of LMA Income Series II, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the years ended December 31, 2025 and December 31, 2024.

Non-Consolidation of Variable Interest Entities—On January 1, 2021, the Company entered into an option agreement withtwo commonly owned full-service origination, servicing, and investment providers (the “Providers”), in which the Company agreed to fund certain capital needs with an option to purchase the outstanding equity ownership of the Providers (the “Option Agreement”).

The Company accounted for its investment in the call options under the Option Agreement as an equity security, pursuant to ASC 321, Investments—Equity Securities(“ASC 321”). In arriving at this accounting conclusion, the Company first considered whether the call options met the definition of a derivative pursuant to ASC 815, Derivatives and Hedging, and concluded that the options do not provide for net settlement and accordingly are not a derivative. The Company also concluded that the call options do not provide the Company with a controlling financial interest in the legal entity pursuant to ASC 810. The call options include material contingencies prior to exercisability that the Company does not anticipate will be resolved; additionally, the call options are in a legal entity for which the stock price has no readily determinable fair value. The Company’s basis in the call options, pursuant to ASC 321, is $— and accordingly the call options are not reflected in the statement of financial position.

The Company provided $395,000 of working capital funding for the year ended December 31, 2025 which is included in other income (expense) on the consolidated statements of operations and comprehensive income (loss) and $172,136 of funding for the year ended December 31, 2024. Refer to Note 12, Commitments and Contingencies for further details.

For the years ended December 31, 2025, and 2024, the Providers were considered to be VIEs, but were not consolidated in the Company’s consolidated financial statements due to a lack of the power criterion or the losses/benefits criterion. As of December 31, 2025, the unaudited financial information for the unconsolidated VIEs are as follows: held assets of $478,008 and liabilities of $210,414. As of December 31, 2024, the unaudited financial information for the unconsolidated VIEs are as follows: held assets of $615,648 and liabilities of $47,006.

During 2025, the Company established four investment funds andone securitization entity (2025 LMA LLC). The funds were Abacus Enhanced Income Fixed LP, Abacus Enhanced Income Plus LP, Abacus Premiere Income Fixed LP, and Abacus Premiere Income Plus LP (collectively the “LP Funds”) and respective wholly owned general partner entities for the purpose of managing the LP Funds and servicing the policies invested by the LP Funds. The Company does not own a membership interests in the investment funds and owns an economic interest in the securitized fund that lacks voting power. The investment funds and the securitized fund were considered VIEs, but were not consolidated by the

Company due to lack of the power or the loss/benefit criterion. The Company’s interest in the securitized fund is accounted consistent with ASC 321. Refer to Note 9, Other Investments and Other Assets, Note 10, Consolidation of Variable Interest Entities and Note 19, Related-Party Transactions for additional information.

Liquidity—The first redemption window for LMA Income Series II, LP will open on March 31, 2026 at which point the investors of that entity will have the option to (i) redeem their investment (ii) extend their investment for an additionaltwo years, or (iii) roll their investment into one of our newly launched funds. As of December 31, 2025, the related liabilities are included within the current portion of long-term debt, at fair value within our consolidated balance sheet. If all investors were to elect to redeem their investment the Company has determined it has sufficient liquidity available in the form of cash and the ability to sell life settlement policies in an active market to repay the debt. Refer to Note 14, Long-Term Debt for additional information, including asset coverage.

Non-controlling Interest—Non-controlling interest represents the share of consolidated entities owned by third parties. At the date of formation or upon acquisition, the Company recognizes non-controlling interest on the Consolidated Balance Sheets at an amount equal to the non-controlling interest’s proportionate share of the relative fair value of any assets and liabilities acquired. Non-controlling interest is subsequently adjusted for the non-controlling shareholder’s additional contributions, distributions, and the shareholder’s share of the net earnings or losses of each respective consolidated entity. Net income of a consolidated entity is allocated to non-controlling interests based on the non-controlling shareholder’s ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in net income (loss) attributable to non-controlling interests in the Consolidated Statement of Operations and Comprehensive Income (Loss). Effective August 31, 2025, LMX, the entity with the non-controlling interest, was dissolved. The Company settled the non-controlling interest in a non-cash transaction. Refer to the Consolidated Statements Of Changes In Stockholders’ Equity for additional information.

Use of Estimates—The preparation of U.S. GAAP financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of revenue and expenses during the reporting periods. Company’s estimates, judgments, and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from the estimates. Estimates are used when accounting for purchase price allocation, the selection of useful lives of property and equipment, valuation of receivables, valuation of life settlement policies, valuation of other investments and available-for-sale securities, valuation of long-term debt, impairment testing, income taxes, deferred taxes, lease balances, and legal reserves.

Life Settlement Policies—The Company accounts for its holdings of life insurance settlement policies in accordance with ASC 325-30, Investments in Insurance Contracts. The Company elects to use either the fair value method or the investment method (cost, plus premiums paid). The valuation method is chosen upon contract acquisition and is irrevocable.

The Company follows ASC 820, Fair Value Measurements and Disclosures, in estimating the fair value of its life insurance policies held at fair value. ASC 820 defines fair value as an exit price representing the amount that would be received if an asset were sold or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company’s valuation of life settlements is considered to be Level 3. The Company’s valuation model incorporates significant inputs that are not observable and reflect our assumptions about what factors market participants would use in pricing life settlement policies. We develop our inputs based on the best information available to us, including our own data. We believe that our model would be reasonably comparable to a model that an independent third-party would use. Refer to Note 13, Fair Value Measurements for further details. For policies held at fair value, changes in fair value are recorded in life solutions revenue or life solutions, related party, revenue in the consolidated statement of operations and comprehensive income (loss).

For policies held under the investment method, the Company tests the impairment if we become aware of information indicating that the carrying value plus undiscounted future premiums of a policy may not be recoverable. This information is gathered initially through extensive underwriting procedures at purchase of the settlement contract, as well as through periodic underwriting review that includes medical reports and life expectancy evaluations. The policies held by the Company using the investment method are expected to be owned for a shorter term, and are actively marketed to potential buyers. The market feedback received through these interactions provides the Company with information related to a potential impairment. If a policy is determined to be impaired, the Company will adjust the carrying value to the fair value determined through the impairment analysis. For policies held under the investment method, realized gains are recorded in life solutions revenue or life solutions, related party, revenue in the consolidated statement of operations and comprehensive income (loss).

The Company accounts for cash proceeds from sale and maturity of life insurance settlement policies, as well as cash outflows for premium payments, as operating activities within the consolidated statements of cash flows. The Company may at times generate non-cash realized gains or losses when the consideration of a policy sale is another life settlement policy with different risk characteristics and risk profile. Please refer to the Revenue Recognition, Life Solutions Revenue section of this note for additional information specific to life settlement policies.

Refer to Note 5, Life Settlement Policies for additional information on life settlement policies accounted using the fair value or investment method.

Refer to Note 4, Revenue for additional information on the composition of life solutions revenue or life solutions, related party, revenue.

Going Concern—Management evaluates at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. Management has concluded that there are no conditions or events, considered in the aggregate, that raise substantial doubt about Company’s ability to continue as a going concern within one year after the date these consolidated financial statements were issued.

Cash and Cash Equivalents—Cash and cash equivalents consist of cash and short-term, highly liquid investments that have original maturities of three months or less. A portion of the Company’s cash and cash equivalents are in the form of short-term investments and are not held in federally insured bank accounts.

Fair Value Measurements—The following fair value hierarchy is used in selecting inputs for those assets and liabilities measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The Company evaluates these inputs and recognizes transfers between levels, if any, at the end of each reporting period. The hierarchy consists of three levels:

Level 1—Valuation based on quoted market prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

Level 2—Valuation based on inputs other than Level 1 inputs that are observable for the assets or liabilities either directly or indirectly.

Level 3—Valuation based on inputs that reflect our assumptions about what factors market participants would use in pricing the asset or liability. The inputs are developed based on the best available information, including our own data.

The Company’s financial instruments consist of cash, cash equivalents, accounts receivables, due to affiliates, equity investments in privately held companies, S&P options, life settlement policies, available for sale securities, market-indexed debt and secured borrowings. Cash, cash equivalents, and accounts receivable are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.

Equity investments in privately held companies without readily determinable fair values are recognized at fair value on a nonrecurring basis when observable price changes from orderly transactions for identical or similar investments become available.

Available-for-sale securities are measured at fair value using inputs that are not readily determinable. Unrealized holding gains and losses are excluded from earnings and reported in other comprehensive income until realized.

Accounts Receivable—These receivables mainly include amounts owed to the Company from investors acquiring policies or insurance carriers. Management regularly reviews customer accounts for collectability and will record an allowance for these accounts when deemed necessary. Management determines the allowance for credit losses based on a review of outstanding receivables, historical collection experience, current economic conditions, and reasonable and supportable forecasts. Accounts receivable are charged off against the allowance for credit losses when deemed uncollectible (after all means of collection have been exhausted and the potential for recovery is deemed remote). Recoveries of accounts receivable previously written off are recorded when received. Management deems all amounts due to be collectable. If the financial condition of the Company’s customers or insurance carriers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company did not record allowance for credit losses as of December 31, 2025 and 2024, respectively.

Accounts Receivable, Related Party—Related party receivable are amounts owed to the Company by related party customers for services delivered. These receivables also include management and performance fee balances due from unconsolidated investment funds where management has significant influence or control over significant activities of the unconsolidated fund. Management regularly reviews customer accounts for collectability and will record an allowance for these accounts when deemed necessary. Management determines the allowance for credit losses based on a review of outstanding receivables, historical collection experience, current economic conditions, and reasonable and supportable forecasts. Related party receivables are charged off against the allowance for credit losses when deemed uncollectible (after all means of collection have been exhausted and the potential for recovery is deemed remote). Recoveries of related party receivables previously written off are recorded when received. Due to the nature of operations, related party receivables are due primarily from parties which the Company serves. As a result, management deems all amounts due to be collectable. If the financial condition of the Company’s related party customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company did not record allowance for credit losses as of December 31, 2025 and 2024, respectively.

Note Receivable—The Company recorded a note receivable for a term loan made to an external party in April 2025 that was to mature in April 2028. The note receivable represented a term loan guaranteed by all assets of the borrower and was reported in other assets on the consolidated balance sheets. In August 2025, the borrower defaulted and the Company exercised its right to acquire 100% of the borrower’s business in exchange for the forgiveness of the note receivable and related accrued interest. Refer to Note 9, Other Investments and Other Assets for additional information.

Other Investments—Equity investments without readily determinable fair values include the Company’s investments in privately-held companies in which the Company holds less than a 20% ownership interest and does not have the ability to exercise significant influence. The Company measures these investments at cost, and these investments are adjusted through net earnings when they are deemed to be impaired or when there is an adjustment from observable price changes (referred to as the “measurement alternative”). In addition, the Company monitors these investments to determine if impairment charges are required based primarily on the financial condition and near-term prospects of these companies.

Available-for-sale Securities, at Fair Value—The Company has investments in securities that are classified as available-for-sale securities, and which are reflected on the consolidated balance sheets at fair value. These securities solely consist of a convertible promissory note in a private company that was entered into at arms-length. The Company determines the fair value using unobservable inputs by considering the initial investment value, next round financing, and the likelihood of conversion or settlement based on the contractual terms in the agreement. If any unrealized gains and losses on these investments are incurred, these would be included as a separate component of accumulated other comprehensive income, net of tax, on the consolidated balance sheets. The Company classifies its available-for-sale securities as short-term or long-term based on the nature of the investment, its maturity date and its availability for use in current operations. The Company monitors if the fair value of the securities falls below the amortized cost basis. Credit losses identified are reflected in the allowance for credit losses and any credit losses reversed are recorded in other income (expense) within the consolidated statement of operations and comprehensive income (loss).

Property and Equipment, Net—Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the following estimated useful lives:

Estimated Useful Life

•Computer equipment 5 years

•Furniture and fixtures 5 years

•Leasehold improvements Shorter of remaining lease term or estimated useful life

Costs incurred for maintenance and repairs that do not extend the useful lives of property and equipment are expensed as incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation are written off and any resulting gain or loss is reflected in the accompanying consolidated statements of operations and comprehensive (loss) income.

Property and equipment are tested for recoverability whenever events or changes in circumstance indicate that their carrying amounts may not be recoverable. An impairment loss is recognized if the carrying amount of property and equipment is not recoverable and exceeds its fair value. Recoverability is determined based on the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. There were no impairments recognized during the years ended December 31, 2025 and 2024, respectively. Property and equipment to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Goodwill and Intangible Assets, Net—Goodwill and intangible assets are recorded as a result of the Business Combination. Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company amortizes identifiable intangible assets with a finite useful life over the period that the intangible asset is expected to contribute directly or indirectly to its future cash flows; however, it does not amortize indefinite lived intangible assets. The Company evaluates goodwill and indefinite intangible assets for recoverability annually in the fourth quarter as of October 1 of each year or on an interim basis should events or changes in circumstances indicate that a carrying amount may not be recoverable.

To test for impairment, a qualitative assessment is performed to determine if it is more likely-than-not that the fair value of a reporting unit is less than its carrying value, including goodwill. This initial assessment includes, among other factors, consideration of: (i) past, current and projected future earnings and equity; (ii) recent trends and market conditions; and (iii) valuation metrics involving similar companies that are publicly traded and acquisitions of similar companies, if available. If the more likely-than-not threshold is met, a quantitative impairment test is performed by comparing the estimated fair value with the carrying value. If the carrying value of the net assets associated with the reporting unit exceeds the fair value of the reporting unit, goodwill is considered impaired and will be determined as the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

The Company’s reporting units are at the operating segment level; each operating segment represents a business and discrete financial information is available and reviewed regularly by management. Determining the fair value of its reporting units is subjective in nature and involves the use of significant estimates and assumptions, including projected net cash flows, discount and long-term growth rates.

The Company determines the fair value of its reporting units based on an income approach and market approach, whereby the fair value of the reporting unit is derived from the present value of estimated future cash flows associated with the reporting unit. The assumptions about estimated cash flows include factors such as future premiums, loss and expenses, general and administrative expenses and industry trends. The Company considers historical rates and current market conditions when determining the discount and long-term growth rates to use in its analysis.

The Company considers other valuation methods if the facts and circumstances indicate these methods provide a more representative approximation of fair value. Changes in these estimates based on evolving economic conditions or business strategies could result in material impairment charges in future periods. The Company bases its fair value estimates on assumptions it believes to be reasonable. Actual results may differ from those estimates. As of December 31, 2025, there were no events or changes in circumstances that indicated that a carrying amount of goodwill or intangible assets may not be recoverable.

The company does not have significant internal-use software accounted under ASC 350-40, Internal-Use Software. The software is amortized on the straight-line basis over an estimated useful life of 3 years when its available for its intended use.

Revenue Recognition—The Company generally derives its revenue from life settlement servicing and consulting activities (part of life solutions revenue), life settlement trading activities and fees (part of life solutions revenue), origination services (part of life solutions revenue), insurance commissions (part of life solutions revenue), management and performance fees (part of asset management revenue), and real-time mortality and missing participant verification (main part of technology services revenue). We account for revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenue is recognized for each distinct performance obligation identified in customer contracts when the performance obligation has been satisfied by transferring services to a customer either over time or at the point in time when the customer obtains control of the service. Revenue is recognized in the amount of variable or fixed consideration allocated to the satisfied performance obligation that the Company expects to be entitled to in exchange for transferring services to a customer. Variable consideration is included in the transaction price only when it is probable that a significant reversal of such revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Management Fee Revenue

Asset Management Revenue—The Company through its Carlisle subsidiary, recognizes management fee and performance fees. The Company through its ABL Wealth and FCF Advisors subsidiaries, recognizes management fees.

Management fees are recognized over time during the periods in which services are performed in accordance with relevant contractual terms. Management fees are generally based on net asset value (“NAV”), also referred to as assets under management (“AUM”), of the funds provided in the respective agreements.

Performance fees are earned when the performance of the individual shares classes of the managed funds exceeds contractual thresholds. Performance fees are deemed variable consideration and are only recognized to the extent that there are no significant probable future revenue reversals. Performance fees are recorded in asset management revenue or asset management revenue, related party, in the consolidated statements of operations and comprehensive income (loss). Refer to Note 4, Revenue for additional information on the composition of asset management revenue or asset management, related party, revenue.

Asset management and performance fees receivable are accrued on a monthly and quarterly basis. The Company receives performance fees from the closed-end funds when they are actually paid. Those that are not expected to be received over the next year are recorded as noncurrent receivables. Receivables due over the next 12 months and after a year are recorded in accounts receivable, related party, and management and performance fee receivable, related party, in the consolidated balances sheets, respectively, except for FCF Advisors. FCF Advisors related management fee receivable are recorded in accounts receivable in the consolidated balances sheets. The Company did not record allowance for credit losses as of December 31, 2025.

The Company has entered into agreements with various parties to introduce new investors into the funds. The Company has contractually agreed to share a portion of its asset management and performance fees with these introducers for investments placed with the funds as retrocession fees and are paid out when corresponding management and performance fees are received throughout the life of the funds. Retrocession fees payable over the next 12 months and after a year are recorded in other current liabilities and retrocession fees payable in the consolidated balances sheets, respectively, except for FCF Advisors. FCF Advisors related retrocession fees are recorded in other current liabilities in the consolidated balances sheets. Retrocession fees are recorded in cost of revenue in the consolidated statements of operations and comprehensive income (loss).

Where the Company’s management has significant influence or control over the significant activities of the unconsolidated managed investment funds through contract but does not have significant economic interest through equity or otherwise, fees charged to unconsolidated managed investment funds are considered related party activities.

Portfolio Servicing Revenue—Portfolio servicing is comprised of servicing activities. The Company enters into service agreements with the owners of life settlement contracts and is responsible for maintaining the policy, manages 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 Company neither assumes the ownership of the contracts nor undertakes the responsibility to make the premium payments, which remains with the owner of the contract. These service arrangements have contractual terms typically ranging fromone-month toten years and include fixed charges within its contracts as part of the total transaction price which are recognized on gross basis. The duties performed by the Company under these arrangements are considered as a single performance obligation that is satisfied on a monthly basis as the customer simultaneously receives and consumes the benefit provided by the Company as the Company performs the service. As such, revenue is recognized for services provided for the corresponding month.

Portfolio servicing revenue is recorded in asset management revenue or asset management revenue, related party in the consolidated statement of operations and comprehensive income (loss). Refer to Note 4, Revenue for additional information on the composition of asset management fee revenue or asset management fee, related party, revenue and Note 19, Related-Party Transactions for additional information.

Life Solutions Revenue

Revenue Recognition, Life Solutions Revenue—The Company elects to account for each investment in life settlement contracts using either the investment method or the fair value method. Once the accounting method is elected for each policy, it cannot be changed.

Under the investment method, investments in life settlement contracts are based on the initial investment at the purchase price plus all initial direct costs. Continuing costs (e.g., life policy premiums, statutory interest and direct external costs, if any) to keep the policy in force are capitalized.

Under the fair value method, the company will record the initial investment of the transaction price and remeasures the investment at fair value at each subsequent reporting period. Premiums paid for policies accounted for under the fair value method are recorded in life solutions revenue or life solution, related party, revenue in the consolidated statement of operations and comprehensive income (loss). Changes in fair value are reported on earnings when they occur and are recorded in life solutions revenue or life solution, related party, revenue in the consolidated statement of operations and comprehensive income (loss).

Upon the sale of a life settlement contract, the company will record revenue (gain/loss) for the difference between the agreed-upon purchase price with the buyer, and the carrying value of the contract recorded in life solutions revenue or life solutions, related party, revenue in the consolidated statement of operations and comprehensive income (loss).

The Company at times provides fee-based services to sellers and acquirers of life settlement contracts comprised of valuation, actuarial services, and overall policy assessments, which are short-term in nature. The performance obligations are typically identified as separate services with a specific deliverable, as agreed to in the engagement letter or contract. Each service provided under a contract is considered as a performance obligation and revenue is recognized at a point in time when the deliverable or group of deliverables is transferred to the customer. This revenue is recorded in life solutions revenue in the consolidated statement of operations and comprehensive income (loss).

Refer to Note 4, Revenues and Note 19, Related-Party Transactions for additional information.

Originations Revenue—The Company through its Abacus Settlements subsidiary, recognizes revenue from origination activities by acting as a provider of life settlements and viatical settlements representing investors that are interested in purchasing life settlements on the secondary or tertiary market. Revenue from origination services consists of fees negotiated for each purchase and sale of a policy to an investor, which also include any agent and broker commissions received and the reimbursement of transaction costs.

The Company sources life settlement policies with third parties that include settlement brokers (“Broker”), life insurance agents (“Agent”), and direct consumers or policyholders (“Client Direct”). The Company then provides the administration services needed to initiate the transfer of the life settlement policies to investors in exchange for an origination fee. Such transactions are entirely performed through an escrow agent. In these arrangements, the customer is the investor, and the Company has a single performance obligation to originate a life settlement policy for the investor. The consideration transferred upon each policy is negotiated directly with the investor by the Company and is dependent upon the policy death benefits held by each life settlement policy. The revenue is recognized when the performance obligation under the terms of the contracts with customers is satisfied.

The Company recognizes revenue from life settlement transactions when its performance obligation is satisfied and the customer obtains control over the policy when the closing has occurred and any right of rescission under applicable state law has expired. The rescission right represents a condition precedent to revenue recognition, as the customer does not obtain the unconditional right to direct the use of and benefit from the policy until that period has lapsed. While rescission periods may vary by state, most states grant the owner the right to rescind the contract before the earlier of 30 calendar days after the execution date of the contract or 15 calendar days after life settlement proceeds have been sent to the owner.

Where origination fees are received prior to the expiration of the applicable rescission period, the Company records the consideration received as a contract liability until the rescission period lapses and the performance obligation is satisfied, at which point the contract liability is relieved and revenue is recognized. This treatment is consistent with the guidance in ASC 606-10-55-284 through 55-285, which addresses arrangements in which consideration is received in advance of the satisfaction of a performance obligation under a cancellable contract. Purchases and sales of policies generally occur simultaneously, and only the fixed fees earned after the rescission period has ended, including any agent and broker commissions and transaction costs reimbursed, are recorded as revenue for fees received at closing.

For agent and broker commissions received and transaction costs reimbursed, the Company has determined that it is acting as the principal in the relationship as it maintains control of the services being performed as part of the performance obligation prior to facilitating the transfer of the life settlement policy to the investor.

Origination revenue is recorded in life solutions revenue or life solution, related party, revenue in the consolidated statement of operations and comprehensive income (loss). Origination revenues and expenses incurred when the Company acquires life settlement contracts are eliminated in consolidation. Refer to Note 4, Revenue for additional information on the composition of life solutions revenue.

Insurance Commission Revenue—Refer to Note 3, Business Combinations for information on the acquisition of two insurance brokerage entities acquired during 2025. The Company through its acquired insurance brokerage subsidiaries, recognizes insurance commission revenue from the sale of insurance policies in the first year the policy is sold and, when applicable, when the underlying policyholder renews their policy in subsequent years. The Company’s primary customers are the insurance carriers. The contracts with the insurance carriers are non-exclusive and can typically be terminated unilaterally by either party. After the policy is active, we do not have any additional significant performance obligations to the insurance carrier. Our insurance commission revenue is based on a percentage of the of the in-force annual premium of the life policy. Insurance commission revenue is recorded in life solutions revenue in the consolidated statement of operations and comprehensive income (loss). Refer to Note 4, Revenue for additional information on the composition of life solutions revenue.

Technology Services Revenue

Technology Services Revenue—The Company through its ABL Intel subsidiary, recognizes fees by providing 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. The performance obligations are typically identified as separate services with a specific deliverable or a group of deliverables to be provided in tandem, as agreed to in the engagement letter or contract. Each service provided under a contract is considered as a performance obligation and revenue is recognized at a point in time when the deliverable or group of deliverables is transferred to the customer. Technology services revenue is recorded in technology services revenue in the consolidated statement of operations and comprehensive income (loss). Refer to Note 4, Revenue for additional information.

Other Consideration— Payment terms and conditions vary by contract type, although terms generally require payment within 30 days of the invoice date. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied; however, the Company’s contracts do not contain a significant financing component.

Cost to Obtain and Fulfill Contracts— Costs to obtain contracts solely relate to commissions for brokers agents and employees who are directly involved in buying and selling policies as part of the active management revenue stream and include commissions for brokers or agents under specific agreements that would not be incurred without a contract being signed and executed under origination services revenue stream. The Company has elected to apply the ASC 606, Revenue from Contracts with Customers, ‘practical expedient’ which allows us to expense these costs as incurred if the amortization period related to the resulting asset would be one year or less. The Company has no significant instances of contracts that would be amortized for a period greater than a year, and therefore has no contract costs capitalized for these arrangements. These costs are included expensed as incurred and are included in cost of revenue on the consolidated statements of operations and comprehensive income (loss).

Cost of Revenues (excluding Depreciation and Amortization)—Cost of revenue represents the direct costs associated with fulfilling the Company’s obligations to its customers, origination and insurance commissions expense (refer to cost to obtain and fulfill contracts above), escrow fees, servicing and active management payroll costs, stock-based compensation for active management and servicing employees, life expectancy fees, insurance lead generation expenses, and retrocession fees.

Segments— Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is the President and Chief Executive Officer (“CEO”). The Company has determined that it operates inthree operating segments andthree reportable segments, asset management, life solutions, and technology services, as the CODM reviews financial information presented for purposes of making operating decisions, allocating resources, and evaluating financial performance. Refer to Note 11, Segment Reporting for additional information.

Income Taxes—The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, the provision for income taxes represents income taxes paid or payable (or received or receivable) for the current year plus the change in deferred taxes during the year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid, and result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when enacted.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not (greater than 50%) that a tax benefit will not be realized. In evaluating the need for a valuation allowance, management considers all potential sources of taxable income, including income available in carryback periods, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as all available positive and negative evidence. Positive evidence includes factors such as a history of profitable operations, projections of future profitability within the carryforward period, including from tax planning strategies, and the Company’s experience with similar operations. Existing favorable contracts are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that are not long enough to allow for the utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance. Existing valuation allowances are re-examined under the same standards of positive and negative evidence. If it is determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, is released. Deferred tax assets and liabilities are also remeasured to reflect changes in underlying tax rates due to law changes and the granting and lapse of tax holidays.

Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the statute of limitations has expired, or the appropriate taxing authority has completed their examination even though the statute of limitations remains open. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

For purposes of Net Controlled Foreign Corporation (“CFC”) Tested Income (“NCTI”) (formerly referred to as Global Intangible Low-Taxed Income prior to the enactment of the OBBBA (“GILTI”)), we elected to use the period cost method and therefore have not recorded deferred taxes for basis differences expected to reverse in future periods.

Advertising—All advertising costs incurred by the Company are charged to expense in the period to which they relate and are included in general and administrative expenses on the accompanying statements of operations and net loss. Advertising expenses totaled $14,558,253 and $9,063,384 for the years ended December 31, 2025 and 2024,respectively, recorded in and administrative expense (including stock-based compensation) in the consolidated statements of operations and comprehensive income (loss).

Concentrations—Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable, and available-for-sale securities. The Company maintains its cash in bank deposit accounts with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on its cash and cash equivalents. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the accompanying consolidated balance sheets. The Company extends different levels of credit to its customers and maintains allowance for doubtful accounts based upon the expected collectability of accounts. The Company’s procedures for determining this allowance includes evaluating individual customer receivables, considering a customer’s financial condition, monitoring credit history and current economic conditions, using historical experience applied to an aging of accounts, as well as management’s expectations of conditions in the future, as applicable.

Four related party customers accounted for 56%,12%,11%, and 10% of the total balance of related party receivables as of December 31, 2025. Three related party customers accounted for 63%,12%, and 10% of the total accounts receivable and related party receivables as of December 31, 2024. The largest receivables balances are from related parties where the exposed credit risk is estimated to be low due to payment being short-term in nature for payment of acquisition of life settlement contracts by related-party Carlisle Funds or due to noncurrent related-party receivables being supported by invested assets of Carlisle Funds. As such, there isno allowance for credit losses as of December 31, 2025, and 2024. Refer to Note 10, Consolidation of Variable Interests and Note 19, Related-Party Transactions for additional information.

The Company purchases life insurance policies from various funds, directly from policy holders, or from Brokers or Agents representing policy holders (collectively “Seller” or “Sellers”). The Company did not purchase life insurance policies from Sellers that accounted for 10% or greater of the total policies purchased for the year ended December 31, 2025. The Company purchased policies from two Sellers that accounted for 15% (related party) and 14% (related party) of the policies purchased for the year ended December 31, 2024.

One customer accounted for 10% (related party) of life solutions revenue specific to sales of life settlement contracts for the year ended December 31, 2025. Three customers accounted for 15% (related party),13% (related party), and 12% (related party) of the portfolio servicing revenue for the year ended December 31, 2025. Five customers accounted for 36% (related party),18% (related party),12% (related party),11% (related party), and 11% of asset management revenue for the year ended December 31, 2025, respectively.

Three customers accounted for 22% (related party),18% (related party), and 16% of life solutions revenue specific to sales of life settlement contracts for the year ended December 31, 2024. Three customer accounted for 36% (related party),22% (related party), and 10% of the portfolio servicing revenue for the year ended December 31, 2024, respectively. Six customers accounted for 35% (related party),17% (related party),12%,11% (related party),10% (related party), and 10% (related party) of asset management revenue for the year ended December 31, 2024, respectively.

Warrants—The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations and comprehensive income (loss).

Stock-Based Compensation—The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation, which requires that we measure the expense of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Generally, stock-based awards granted to our employees vest ratably over athree-year period. For stock-based awards with service or time only vesting conditions, the Company records compensation expense on a straight-line basis over the requisite service or time period in general and administrative expenses and cost of revenue in the consolidated statement of operations and comprehensive income (loss). For stock-based awards with performance conditions and service and time vesting conditions, the company estimates the more likely award that will be achieved adjusted for actual performance to record compensation expense on a straight-line basis over the requisite service or time period. The Company accounts for forfeitures when they occur. The fair value of stock-based awards, granted or modified, is determined on the grant date (or modification dates, if applicable) at fair value, using appropriate valuation techniques. For stock-based awards granted to non-employee directors, the Company recognizes compensation expense on the grant date based on the fair value of the awards as of that date.

Stock Options—The Company awards stock options (“options”) to purchase the Company’s common stock at the market price of the stock on the grant date. Options generally vest over a period ofthree years and expire no later thanten years from the grant date. Fair value is estimated using the Black-Scholes option-pricing model by applying certain assumptions. That compensation expense is reduced when options are forfeited. The fair value of options, net of forfeitures, is recognized in general and administrative expenses in the consolidated statement of operations and comprehensive income (loss)on a straight-line basis over the vesting period.

Leases—The Company accounts for its leases in accordance with ASC 842, Leases. A contract is or contains a lease if there is identified property, plant and equipment that is either explicitly or implicitly specified in the contract and the lessee has the right to control the use of the property, plant and equipment throughout the contract term, which is based on an evaluation of whether the lessee has the right to direct the use of the property, plant and equipment.

The Company has a lease for office space in Orlando, Florida (“Orlando Lease”) and another lease related to office space leased by Carlisle in Luxembourg (“Luxembourg Lease”) that are accounted for as operating leases. The Company is responsible for utilities, maintenance, taxes and insurance, which are variable payments based on a reimbursement to the lessor of the lessor’s costs incurred. The Company excludes variable lease payments from the measurement of lease liabilities and right-of-use (“ROU”) assets recognized on the Company’s consolidated balance sheets. Variable lease payments are recognized as a lease expense on the Company’s consolidated statements of operations and comprehensive income (loss) in the period incurred. The Company has elected the practical expedient to account for lease components and non-lease components together as a single lease component for its real estate lease noted above.

The Company has elected the short-term lease exemption, which permits the Company to not recognize a lease liability and ROU asset for leases with an original term of one year or less. Currently the Company does not have any short-term leases. The Company’s current lease includes a renewal option. The Company has determined that the renewal option is not reasonably certain of exercise based on an evaluation of contract, market and asset-based factors, and therefore does not include periods covered by renewal options in its lease term. The Company’s leases generally do not include purchase options, residual value guarantees, or material restrictive covenants.

The Company determines its lease liability and ROU by calculating the present value of future lease payments. The present value of future lease payments is discounted using the Company’s incremental borrowing rate. As the Company’s leases generally do not have a readily determinable implicit rate, the Company uses its incremental borrowing rate based on market yields and comparable credit ratings, adjusted for lease term, to determine the present value of fixed lease payments based on information available at the lease commencement date.

The Company does not have any finance leases, nor is the Company a lessor (or sub-lessor).

Earnings Per Share—The Company has only one class of common stock. Basic net income per share is calculated by dividing net income by the weighted average number of shares outstanding during the applicable period. If the number of shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of basic net income per share are adjusted retroactively for all periods presented to reflect that change in capital structure. If such changes occur after the close of the reporting period but before issuance of the financial statements, the per-share computations for that period and any prior-period financial statements presented are based on the new number of shares. Diluted earnings per share is computed in the same manner as basic earnings per share, except that the number of shares is increased to assume the issuance of potentially dilutive shares using the treasury stock method, unless the effect of such increase would be anti-dilutive. Diluted earnings or loss per share attributable to common stockholders is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period. The dilutive effect of outstanding stock-based compensation awards is reflected in diluted earnings per share attributable to common stockholders by application of the treasury stock method. Any potentially dilutive shares are excluded from the calculation for periods when there is a net loss attributable to common stockholders to avoid anti-dilutive effects.

Treasury Stock—The Company presents treasury stock is reflected as a reduction of stockholders’ equity at cost. The Company elected to use the first in first out (“FIFO”) purchase price to determine the cost of treasury stock that is reissued, if any. The Company uses method 1 to account for the retirement of treasury stock, if any. Under method 1, the Company allocates the excess of the repurchase price over the par value of the stock between additional paid in capital (“APIC”) recorded at the time of the repurchase with the remainder posted to retained earnings or accumulated deficit.

Business Combinations—The Company accounts for business combinations under the acquisition method of accounting, in accordance with ASC 805, Business Combinations, (“ASC 805”), which requires assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. Any fair value of purchase consideration in excess of the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed are determined based upon the valuation of the acquired business and involve management making significant estimates and assumptions.

Foreign Currency—We determine the functional and reporting currency of each of our international subsidiaries and their operating divisions based on the primary currency in which they operate. The Company's reporting currency is the U.S. dollar. The functional currency of the Company’s significant non-U.S. subsidiaries is the U.S. dollar.

Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are recorded in other income (expense) within the consolidated statement of operations and comprehensive income (loss). Foreign currency transaction losses were not significant for the year ended December 31, 2025 and 2024.

Reclassifications—Certain prior period amounts have been reclassified to conform to current presentation and presentation to reflect the Company’s change to its reportable segments. Refer to Note 11, Segment Reporting for further information.

New Accounting Standards—The Company’s management reviews recent accounting standards to determine the impact to the Company’s financial statements. Below we discuss the impact of new accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board’s (“FASB”) to the Company’s Consolidated Financial Statements.

ASU 2024-03—“Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. In November 2024, the FASB issued ASU 2024-03 to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.

ASU 2025-03—”Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity”. In May 2025, the FASB issued ASU 2025-03 to revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (VIE) that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required in determining which entity is the accounting acquirer in other acquisition transactions. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this ASU require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. The Company is currently evaluating the provisions of this ASU.

ASU 2025-04—”Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”. In May 2025, the FASB issued ASU 2025-04 to revise the definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time). The amendments in this ASU are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. The Company is currently evaluating the provisions of this ASU and does not expect for this ASU to have a significant impact to the Company’s consolidated financial statements when adopted.

ASU 2025-05—“Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. In July 2025, the FASB issued ASU 2025-05 to provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this ASU will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. The Company is currently evaluating the provisions of this ASU and does not expect for this ASU to have a significant impact to the Company’s consolidated financial statements when adopted.

ASU 2025-06—“Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. In September 2025, the FASB issued ASU 2025-06 to simplify the capitalization guidance by removing all references to prescriptive and sequential software development stages . This ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on the Company’s consolidated financial statements.

ASU 2025-10—“Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities”. In December 2025, the FASB issued ASU 2025-10 to establish authoritative guidance in GAAP about accounting for government grants received by business entities, clarifies the appropriate accounting, in an effort to reduce diversity in practice, and increase consistency of application across business entities. This ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Adoption of this ASU can be applied using a modified prospective approach, a modified retrospective approach, or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on the Company’s consolidated financial statements.

ASU 2025-10—“Interim Reporting (Topic 270): Narrow-Scope Improvements”. In December 2025, the FASB issued ASU 2025-11to clarify interim disclosure requirements. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either using a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on the Company’s consolidated financial statements.

Recently Adopted Accounting Pronouncements

ASU 2023-07—Segment Reporting (Topic 280). This ASU requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker. We adopted this ASU during the year ended December 31, 2025, and retrospectively applied it to all periods presented. Refer to Note 11, Segment Reporting for additional information.

ASU 2023-09—Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The Company adopted this ASU on a prospective basis effective January 1, 2025. Refer to Note 18, Income Taxes for the inclusion of new disclosures required.

Tax Reform—On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBB made several revisions to the U.S. tax code including modifications to fixed asset depreciation, limitation on deductions for interest expense, and international tax provisions. The OBBB did not have a significant impact to the Company’s consolidated financial statements. The Company recognized the effects of the applicable OBBBA provisions in its consolidated financial results as of and for the year ended December 31, 2025.

3. BUSINESS COMBINATIONS

Carlisle Acquisition

On July 18, 2024, the Company entered into a share purchase agreement to acquire 100% of Carlisle Management Company S.C.A., a corporate partnership limited by shares established under the laws of Luxembourg (“CMC”), Carlisle Investment Group S.A.R.L., a private limited liability company incorporated under the laws of Luxembourg (“CIG,” and together with CMC, “Carlisle”), a leading Luxembourg-based investment manager in the life settlement space to incorporate into the Company’s asset management strategy (“Carlisle Acquisition”). The transaction closed on December 2, 2024 (“Carlisle Acquisition Date”). The aggregate Company Fixed Rate Senior Unsecured Notes and Company common stock issued as consideration by the Company at close was approximately $72.7 million and $73.0 million (equivalent to approximately 9.2 million of Company shares issued), respectively. Cash acquired amounted to $3.3 million. No cash consideration was paid as part of the Carlisle acquisition. The Company recognized approximately $8.1 million of acquisition-related costs recorded within general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The Company also recognized approximately $1.3 million and $2.0 million in costs associated with issuing and registering the bonds and shares issued as consideration in the business combination, which were recorded as deferred financings costs within long-term debt, net, and a deduction to additional paid-in capital in the consolidated balance sheets, respectively.

The Carlisle Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”).

Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Asset Management reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for U.S. tax purposes when electing Section 338(g) of the U.S. Internal Revenue Code (“IRC”).

During the fourth quarter of 2025, the Company finalized our allocation of the purchased price to the acquired assets that we acquired and the liabilities that we assumed in connection with the Carlisle Acquisition as finalized. In previously reported financial statements the Company believed that it had finalized the valuations related to the acquired assets and assumed liabilities of Carlisle, except for the valuation of certain intangible assets and related impact on deferred income taxes. In connection with our finalization of the balances no changes were made to the valuation of the intangible assets and related impact on deferred income taxes but we determined that certain balances needed to have been different with the most significant change was made to accrued expenses. The accrued expense should have been higher by approximately $3.5 million due to underestimated expenses.

The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination as previously reported at December 31, 2024, and finalized on December 1, 2025.

Pro Forma Results of Operations

The supplemental pro forma financial information in the table below summarizes the combined results of operations for the Business Combination as if the Companies were combined for both reporting periods. The unaudited supplemental pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods. There were no acquisition-related costs or related intangible amortization included in the unaudited pro forma results below.

FCF Acquisition

On August 7, 2024, the Company entered into a definitive agreement to acquire 100% of FCF Advisors, LLC (“FCF”), a New York based asset manager and index provider specializing in free cash flow-focused investment strategies to incorporate into the Company’s asset management strategy (“FCF Acquisition”). The transaction closed on December 2, 2024 (“FCF Acquisition Date”). The combined cash paid and value of common stock issued by the Company at close was approximately $10.2 million, net of cash acquired. The fair value of the shares issued as part of the business combination was $4.6 million (equivalent to approximately 0.6 million of Company shares issued).

The FCF Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC 820.

Goodwill related to the FCF Acquisition was assigned to the Asset Management reportable segment.

The Company finalized the valuations related to the acquired assets and liabilities of FCF on June 30, 2025.

The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.

During 2025, the FCF sellers reimbursed the Company an insignificant portion of the consideration paid in connection with a post-close review of the pre-close purchased working capital.

NIB Acquisition

On April 24, 2025, the Company completed the acquisition of National Insurance Brokerage, LLC ("NIB"), a Delaware limited liability company (the “NIB Acquisition”). NIB was owned by Jay Jackson, Chief Executive Officer of the Company, who held a 25% beneficial interest in NIB, and KMG Group Holdings, LLC ("KMG"), who held a 75% beneficial interest in NIB (the "Sellers"). KMG is equally owned by Matthew Ganovsky, K. Scott Kirby, and Sean McNealy, Co-Founders and Presidents of the Company. The Company paid approximately $2.1 million in cash, net of cash acquired, to acquire 100% of the interest in NIB.

The NIB Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC 820.

Goodwill related to the NIB Acquisition was assigned to the Life Solutions reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes.

The Company finalized the valuations related to the acquired assets and liabilities of NIB on June 30, 2025. The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.

AccuQuote Acquisition

On August 14, 2025 (“AccuQuote Acquisition Date”), the Company acquired 100% of Life Distributors, LLC (“AccuQuote”), a Delaware limited liability company (“AccuQuote Acquisition”). AccuQuote is an insurance brokerage firm. The Company used its note receivable balance of approximately $9.3 million due from AccuQuote as consideration as result of the AccuQuote’s default on the note (non-cash consideration). The value of the note receivable balance on the AccuQuote Acquisition Date approximated fair value. Refer to Note 9, Other Investment and Other Assets for additional information. The Company acquired approximately $0.3 million of cash and paid approximately $0.8 million in acquisition costs.

The Company evaluated whether the transaction should be accounted for as (i) a loan settlement within the scope of ASC 310-20-40-2 or (ii) a business combination within the scope of ASC 805. As part of the Company’s evaluation of AccuQuote, the April 2025 financing was structured to provide the Company with creditor protections and an enforceable mechanism to obtain control upon the occurrence of defined events of default. Because the Company obtained control of AccuQuote by exercising a contractual call right upon an event of default as defined in the note agreement and acquiring 100% ownership, and because AccuQuote met the definition of a business (including inputs and processes capable of producing outputs), the Company concluded the transaction was a business combination under ASC 805. In addition, until the event of default and election to enforce remedies, AccuQuote remained independent and the Company held only creditor rights. Accordingly, the note receivable (including accrued amounts) was treated as consideration transferred in the acquisition rather than accounted for as a standalone loan settlement under ASC 310-20.

The Company assessed the note receivable prior to the acquisition date and concluded that no allowance for credit losses (ACL) was required and that the carrying amount approximated fair value on the acquisition date. In making these conclusions, the Company considered that (1) the note was secured by 100% of AccuQuote’s assets, including its equity interests, and the Company’s contractual remedies provided a recovery mechanism, (2) the default was related to specified financial covenant and financial metric noncompliance rather than an inability to generate cash flows, and (3) the Company did not identify indicators of material operational deterioration through the default date. The Company also considered that the note was originated approximately 4.5 months prior to the acquisition on negotiated terms, and the Company’s expected recovery under the note was supported by the secured structure and available remedies. The financing and related contractual remedies were designed to provide the Company with multiple paths to value realization—repayment under the note or, upon a defined event of default, the ability to obtain control through enforcement—consistent with the transaction’s economic substance. Therefore, the Company concluded that the note’s carrying value was approximately equal to its fair value at the time of acquisition.

The AccuQuote Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC 820.

Goodwill related to the AccuQuote Acquisition was assigned to the Life Solutions reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes.

The Company finalized the valuations related to the acquired assets and liabilities of AccuQuote, except for acquired receivables, accrued expenses, and other liabilities. Accordingly, these estimates are subject to change during the measurement period, which is up to one year from the AccuQuote Acquisition Date, as permitted under GAAP. Any potential adjustments could be material in relation to the values presented in the table below.

The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.

4. REVENUES

Disaggregated Revenue—The disaggregation of the Company’s revenue by major sources is as follows:

Refer to Note 19, Related-Party Transactions for additional information related to revenue from related parties.

Asset Management Balances—The Company has the following asset management related balances recorded within the following accounts in the consolidated balance sheets:

Contract Balances—We had no contract assets at December 31, 2025 and December 31, 2024. The balances of contract liabilities arising from originated contracts with customers were as follows:

Revenue recognized during the first quarter of 2025 that was included in our contract liabilities balance at December 31, 2024 was $2,473,543.

5. LIFE SETTLEMENT POLICIES

As of December 31, 2025, the Company held 804 life settlement policies, of which 801 were accounted for using the fair value method and 3 were accounted for using the investment method (cost, plus premiums paid). Aggregate face value of policies held at fair value was$1,063,747,674 as of December 31, 2025, with a corresponding fair value of $468,857,929. The aggregate face value of policies accounted for using the investment method was $1,625,000 as of December 31, 2025, with a corresponding carrying valueof $918,305. Differences between the face value and the net death benefit of certain policies is due to return of premium policies offset by loans on policies.

As of December 31, 2024, the Company held 719 life settlement policies, of which 714 were accounted for under the fair value method and 5 were accounted for using the investment method (cost, plus premiums paid). The aggregate face value of policies held at fair value was $1,295,788,355 as of December 31, 2024, with a corresponding fair value of $370,398,447. The aggregate face value of policies accounted for using the investment method was $2,225,000 as of December 31, 2024, with a corresponding carrying value of $1,083,977.

At December 31, 2025, the Company did not have any contractual restrictions on its ability to sell policies, including those held as collateral for the issuance of long-term debt. Refer to Note 14, Long-Term Debt for further details.

Life expectancy reflects the probable number of years remaining in the life of a class of persons determined statistically, affected by such factors as heredity, physical condition, nutrition, and occupation. It is not an estimate or an indication of the actual expected maturity date or indication of the timing of expected cash flows from death benefits.

There were no significant changes in the Company’s expectation of the timing of the realization of revenues related to life settlement policies. Refer to Note 13, Fair Value Measurements for significant changes to the amounts disclosed related to life settlement policies.

Policies Carried at Fair Value:

The following tables summarize the Company’s life insurance policies grouped by remaining life expectancy as of December 31, 2025:

The following tables summarize the Company’s life insurance policies grouped by remaining life expectancy as of December 31, 2024:

Policies Accounted for Using the Investment Method:

The following tables summarize the Company’s life insurance policies grouped by remaining life expectancy as of December 31, 2024:

Estimated premiums to be paid by the Company for its portfolio accounted for using the investment method during each of the five succeeding calendar years and thereafter as of December 31, 2025, are as follows:

Estimated premiums to be paid by the Company for its portfolio accounted for using the investment method during each of the five succeeding calendar years and thereafter as of December 31, 2024, are as follows:

The Company is required to pay premiums to keep its portion of life insurance policies in force. The estimated total future premium payments could increase or decrease significantly to the extent that actual mortalities of insureds differ from the estimated life expectancies.

For policies accounted for under the investment method, the Company has not been made aware of information causing a material change to assumptions relating to the timing of realization of life insurance settlement proceeds that would impact the carrying value of policies.

6. PROPERTY AND EQUIPMENT—NET

Property and equipment balances are composed of the following:

Depreciation expense for the years ended December 31, 2025 and 2024, was $358,613 and $161,890, respectively.

7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill of $252,779,884 was recognized as a result of the business combinations, which represent the excess fair value of consideration over the fair value of the underlying net assets. Refer to Note 3, Business Combinations for further discussion.

The changes in the carrying amount of goodwill by reportable segments were as follows:

Intangible Assets Acquired comprised of the following:

Intangible assets and related accumulated amortization as of December 31, 2025 are as follows:

All intangible assets with finite useful lives are subject to amortization when they are available for their intended use. Amortization expense for definite-lived intangible assets was $17,335,728 and $7,712,023 for the years ended December 31, 2025 and 2024, respectively.

Estimated annual amortization of intangible assets for the next five years ending December 31 and thereafter is as follows:

The Company also has other insignificant intangible assets of $79,059 as of December 31, 2025.

The Company performed the annual goodwill impairment test as of October 1, 2025, which was a qualitative evaluation, and no impairment charges were recorded.

8. AVAILABLE-FOR-SALE SECURITIES, AT FAIR VALUE

Convertible Promissory Note—The Company holds investments in convertible promissory notes intwo separate unrelated entities (“Convertible Promissory Notes”) for an initial investment of $1,000,000 each. The first note bore an annual interest rate of 8% and matured on September 30, 2025. The unrelated entity that was due to repay the first convertible promissory note on September 30, 2025, stopped operations in August 2025. The Company does not believe that it will be able to recover its investment in this convertible note and related accrued interest, and has recorded an estimated 100% credit loss, which includes the accrued interest. The second note bears an annual interest rate of 5% and matures on October 15, 2028. As part of the agreement for the investment The total value of the combined investment in thesetwo entities was $3,108,750 and $2,205,904 as of December 31, 2025 and December 31, 2024, respectively. The company does not intend to sell either of the notes and it is not more likely than not that the Company will be required to sell these notes before recovery of its amortized cost basis.

The Company applies the available-for-sale method of accounting for its investments in the Convertible Promissory Notes, which are debt investments. The Convertible Promissory Notes do not qualify for either the held-to-maturity method due to the Convertible Promissory Notes’ conversion rights or the trading securities method because the Company holds the Convertible Promissory Notes as long-term investments. The Convertible Promissory Notes are measured at fair value at each reporting period-end. As of December 31, 2025 and December 31, 2024, the Company evaluated the fair value of its investments and determined that the fair value approximates the carrying value of $3,108,750 and $2,205,904, including the recorded credit loss of $1,245,575, and $—, which includes accrued accumulated non-cash interest income of $354,325 and $205,904, respectively.

Credit losses recognized for the years ended December 31, 2025 and 2024 were $1,245,575 and $—, respectively.

The following table provides a rollforward of the allowance for credit losses on available-for-sale securities for the year ended December 31, 2025:

Interest income recognized for the years ended December 31, 2025 and 2024 was $148,421 and $99,969, respectively.

9. OTHER INVESTMENTS AND OTHER ASSETS

Other Investments—The Company owns convertible preferred and common stock infour andtwo unrelated entities as of December 31, 2025 and December 31, 2024, respectively. The value of the combined investment in these four andtwo entities was $18,253,585 and $1,850,000 as of December 31, 2025 and December 31, 2024, respectively.

During the first quarter of 2025, the Company acquired $3,000,000 and $5,000,000 of common stock in two separate unrelated entities, respectively. The investment of $5,000,000 in common stock was purchased by issuing series A convertible preferred stock. Refer to Note 15, Convertible Preferred Stock and Stockholders’ Equity for further information.

During the fourth quarter of 2025, the Company acquired $8,699,569 in membership interest the Securitized Entity and recorded unrealized gains in this investment of $204,016 recorded in other income on the consolidated statements of operation and comprehensive income (loss). Refer to Note 10, Consolidation of Variable Entities and Note 19, Related-Party Transactions for additional information.

The Company applies the measurement alternative for its investments in the common stock and preferred stock because these investments are of an equity nature, and the Company does not have the ability to exercise significant influence over operating and financial policies of entities even in the event of conversion of preferred stock. Under the measurement alternative, the Company records the investment based on original cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the investee. The Company’s share of income or loss of such companies is not included in the Company’s consolidated statements of operations and comprehensive income (loss). The Company tests its investments for impairment whenever circumstances indicate that the carrying value of the investment may not be recoverable. One impairment for $500,000 was recorded in other income on the consolidated statements of operation and comprehensive income (loss) for the year ended December 31, 2025 andno impairment of investments occurred for the year ended December 31, 2024.

Other Assets—The Company’s other assets are composed of the following:

On April 4, 2025, the Company loaned $7,000,000 to an AccuQuote (an unrelated party at the time of the loan) and recorded a note receivable. The note receivable matures on April 4, 2028. In addition, the Company charged 25% paid-in-kind lender fees of $1,750,000 and added the fees to the principal and recorded them in other income in the Company’s consolidated statements of operations and comprehensive income (loss) consistent with ASC 310-20. The note receivable carried a fixed interest of 7% plus the monthly Secured Overnight Financing Rate (“SOFR”) rate that was due monthly. The note receivable was guaranteed by 100% of the borrower’s assets. Paid-in-kind interest income recognized for the year ended December 31, 2025 was $236,197. In August 2025, the Company used the note receivable of $9,265,197 to acquire AccuQuote when it exercised its right to call in the outstanding note receivable due to a default, including the $1,750,000 lender fee that was effectively settled when the Company exercised its right to acquire 100% of AccuQuote. Refer to Note 3, Business Combinations for additional information.

10. CONSOLIDATION OF VARIABLE INTEREST ENTITIES

The Company consolidates VIEs for which it is the primary beneficiary or VIEs for which it controls through a majority voting interest or other arrangement. See Note 2, Summary of Significant Accounting Policies for more information on how the Company evaluates an entity for consolidation.

The Company evaluated any entity in which it had a variable interest upon formation to determine whether the entity should be consolidated. The Company also evaluated the consolidation conclusion during each reconsideration event, such as changes in the governing documents or additional equity contributions to the entity. During September 2025, LMX Series LLC and LMA Income Series LP were dissolved after the related debt was paid off. During the year ended December 31, 2025, the Company’s consolidated VIE, LMA Income Series II LP, had total assets of $204,604,881 and liabilities of $115,186,408. For the year ended December 31, 2024, the Company’s consolidated VIEs, LMA Income Series II LP, LMX Series LLC (LMATT Series 2024, Inc.), and LMA Income Series, LP, had total assets and liabilities of $169,322,167 and $143,200,287. The Company did not deconsolidate any entities during the years ended December 31, 2025, or 2024.

Carlisle manages collective portfolios of several Luxembourg alternative investment funds investing in life insurance policies. Carlisle is registered as an authorized alternative investment fund manager (“AIFM”) by Luxembourg’s Commission de Surveillance du Secteur Financier (“CSSF”). Carlisle manages three funds andeight sub-funds. The funds and sub-funds managed by Carlisle are collectively referred to as the “Carlisle Funds”. The Company, through LMA, services the life insurance policies held by the Carlisle Funds. The Company concluded that it does not have a controlling financial interest in the Carlisle Funds pursuant to ASC 810-10. Accordingly, the Carlisle Funds are not consolidated in the Company's financial statements. It was determined that the Company’s management has significant influence over the significant activities of the unconsolidated Carlisle Funds through contract but does not have significant economic interest through equity or otherwise. As a result, all transactions between the Company and the Carlisle Funds, including life policy purchases and sales, servicing fees, and management fee receivables are classified as related party transactions. Refer to Note 4, Revenues and Note 19, Related-Party Transactions for additional information.

During 2025, the Company established Abacus Enhanced Income Fixed LP, Abacus Enhanced Income Plus LP, Abacus Premiere Income Fixed LP, and Abacus Premiere Income Plus LP (collectively the “LP Funds”) and respective wholly owned general partner entities for the purpose of managing the LP Funds and servicing the policies invested by the LP Funds. The Company concluded that it does not have a controlling financial interest in the LP Funds pursuant to ASC 810-10. Accordingly, the LP Funds are not consolidated in the Company's financial statements. It was determined that the Company’s management has significant influence over the significant activities of the unconsolidated LP Funds through contract but does not have significant economic interest through equity or otherwise. As a result, all transactions between the Company and the LP Funds, including life policy purchases and sales, servicing fees, and management fee receivables are classified as related party transactions. Refer to Note 4, Revenues and Note 19, Related-Party Transactions for additional information.

During 2025, the Company established 2025 LMA LLC (“Securitized Entity”) for the purpose of providing investors with a pool of life policies through a sale of life policies and to serve as static collateral pool to secure their investment in a promissory note issued by the Securitized Entity. The Company, through its LMA subsidiary, services the static collateral pool. The Company concluded that it was not the primary beneficiary in the Securitized Entity due to lack of power pursuant to ASC 810. Accordingly, the Securitized Entity is not consolidated in the Company's financial statements. It was determined that while the Company’s management does not have the authority to establish policies or make significant decision impacting the Securitization Fund, it is serving as the servicer for the securitized static collateral pool under the direct supervision of an independent manger. As a result, life policy sales and fee revenue earned by LMA from the Securitized Entity is presented as related party servicing revenue in the Company's consolidated financial statements. Refer to Note 4, Revenues and Note 19, Related-Party Transactions for additional information.

11. SEGMENT REPORTING

Segment Information—During the first quarter of 2025, the Company updated how it organizes its business. The Company organizes its business into three reportable segments (1) Asset Management, (2) Life Solutions, and (3) Technology Services, which all generate revenue and incur expenses in different manners.

This segment structure reflects the financial information and reports used by the Company’s management, specifically its chief operating decision maker (CODM), to make decisions regarding the Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. The Company’s CODM is the President and Chief Executive Officer. The Company’s reportable segments are not aggregated.

The Asset Management segment generates revenues by providing asset management services primarily to institutional investors alongside private clients investing in uncorrelated, and longevity-based assets, fixed-income replacement strategies and free cash flow based investment solutions. The revenue is determined by the asset management agreements with the individual investment vehicles. It also generates revenues by providing policy servicing activities to customers on a contract basis (legacy Portfolio Servicing segment).

The Life Solutions segment generates revenues by buying, selling, and trading policies, and maintaining policies until receipt of death benefits (legacy Active Management segment). It also generates revenue by originating life insurance policy settlements between investors or buyers, and the sellers, who is often the original policy owner (legacy Originations segment). The policies are purchased from owners or other providers through advisors, brokers, or directly through the owner.

The Technology Services segment generates revenues by providing real-time mortality verification, missing participant verification, and other services specific to the life insurance market services to customers on a contract basis.

The Company’s method for measuring profitability on a reportable segment basis is gross profit. The CODM does not review disaggregated assets by segment. The Company’s CODM periodically reviews cost of revenues by segment and treats it as a significant segment expense.

Revenue related to the Company’s reportable segments is as follows:

Cost of revenue (including stock-based compensation) related to the Company’s reportable segments is as follows:

Gross profit related to the Company’s reportable segments and the reconciliation of the total gross profit to net income (loss) is as follows:

Segment gross profit is defined as revenues less cost of sales, excluding depreciation and amortization. Expenses below the gross profit line are not allocated across operating segments, as they relate primarily to the overall management of the consolidated entity.

Revenue by geographic location:

12. COMMITMENTS AND CONTINGENCIES

Legal Proceedings—Occasionally, the Company may be subject to various proceedings such as lawsuits, disputes, claims, or challenges to life insurance policy acquisitions. The Company assesses these proceedings as they arise and accrues a liability when losses are probable and reasonably estimable. Although legal proceedings are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to the Company, would individually, or taken together, have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows.

Commitment—The Company entered into a Strategic Services and Expenses Support Agreement (“SSES” or “Expense Support Agreement”) with the Providers in exchange for an option to purchase the outstanding equity ownership of the Providers. Pursuant to the Expense Support Agreement, the Company provides financial support and advice for the expenses of the Providers incurred in connection with their life settlement transactions businesses and the Providers are required to hire a life settlement transactions operations employee of an affiliate of the Company. No later than December 1 of each calendar year, the Company provides a budget for the Providers, in which the Company commits to extend financial support for all operating expenses up to the budgeted amount. “Operating Expenses” for purposes of the Expense Support Agreement means all annual operating expenses of the Providers incurred in the ordinary course of business, excluding the premiums paid for the Providers insurance coverages that are allocable to the insurance coverage provided to the Providers, which owns all the outstanding membership interests of the Providers if unrelated to the Providers settlement business. This agreement expired at the end of 2025 and was not renewed. For the years ended December 31, 2025, and 2024, the Company incurred $395,000, and $172,136 of expenses, related to the Expense Support Agreement respectively, which is included in the other expense in the consolidated statements of operations and comprehensive income (loss) and have not been reimbursed by the Providers.

13. FAIR VALUE MEASUREMENTS

The Company determines fair value based on assumptions that market participants would use in pricing an asset or a liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•Level 2 inputs: Other than quoted prices in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Recurring Fair Value Measurements—The assets and liabilities measured at estimated fair value on a recurring basis and their corresponding placement in the fair value hierarchy are presented in the tables below. The Company evaluates its estimates and judgments on an ongoing basis. The Company bases its estimates on historical experience and or other relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ materially from management’s estimates.

Life Settlement Policies—For all policies purchased after June 30, 2023, the Company accounts for owned life settlement policies using the fair value method. There have been no changes to the fair value methodology since June 30, 2023, but we have expanded our disclosures. Prior to June 30, 2023, the

Company elected to use either the fair value method or the investment method (cost, plus premiums paid). The valuation method is chosen upon contract acquisition and is irrevocable.

The Company purchases policies from individuals or institutions, bundles those policies into tranches and sells to institutions, insurance carriers or funds that are attracting new investors. These initial purchases happen in the secondary market and the tertiary market. The secondary market is different from the principal or most advantageous market for purchasing policies and has less competition due to state-by-state licensing requirements. The Company leverages its broad policy base and extensive network, to offer individual policies that provide enhanced standalone value. This is achieved by precisely matching each policy’s risk profile to the specific needs of fund managers, institutions, insurance carriers, or funds as well as bundling secondary market originated policies with those originated in the tertiary market. This tailored approach attracts new investors by making it easier to identify and acquire policies that align with their investment objectives. This approach enhances realized gains because it increases market liquidity, broadens the investor base, and enables more efficient price discovery, which in turn supports higher policy values. Our historical realized gains on policies sold, are materially consistent regardless of where policies are originated.

For policies carried at fair value, the valuation is based on Level 3 inputs that reflect our assumptions about what factors market participants would use in pricing the asset. Fair value is determined using a discounted cash flow (“DCF”) with Monte Carlo simulation to determine the fair value of each policy. The Company’s model uses a discount rate based on historical realized gains applied to the policies in inventory analyzed by risk category. The valuation process uses significant assumptions, including survival probabilities and mortality assumptions informed by third-party life expectancy reports and a base mortality table (SOA 2015 VBT) adjusted via a mortality rating to match the risk-adjusted life expectancy, and market-calibrated discount rates.

The Monte Carlo simulation is applied to each policy to generate one million mortality scenario simulations which provides a comprehensive distribution of potential outcomes and calculates expected cash flows. In certain circumstances, if there is a verbal commitment to purchase a specific policy as of the balance sheet date, we use that transaction price as the fair value as we believe it is a more precise estimate of exit price than that determined using historical data. Further information about the inputs to the valuation are listed below:

•Risk-Based Discount Rate: Each policy's discount rate is determined based on its proprietary risk score (1-5 scale), with discount rates directly calibrated to historical realized gains data for policies within the same risk category. This transaction-based approach ensures that discount rates reflect actual transaction pricing rather than theoretical market rates.

•Historical realized gains, which represents the historical realized gains on life insurance policies sold: Each policy is fundamentally anchored by historical realized gains for policies that the Company has transacted over recent years. These historical realized gains represent the internal rates of return (“IRR") that equate the discounted cash flows of sold policies to their actual sale prices, providing direct market-based discount rates for the valuation model. Historical realized gains represent the average realized gain on policies sold as a percentage of the sum of the original cost of the corresponding life settlement policy and the related lifetime continuing costs (e.g., premium costs). The average realized gain on policies sold represents realized gains as a percentage of related Lifetime Carrying Costs. These realized gains include policies sold to third-parties and to funds that are managed or serviced by us, which we consider to be related parties. We believe these trades are representative of the market price at the time of the transaction based on third-party independent valuation of the policies sold to these funds, which are reviewed by the third-party independent investors before investing in these funds to meet their independent investment objectives. The discount rates used in the discounted cash flow calculations are derived from these historical realized gains, categorized by risk score, and adjusted for current conditions. Historical realized gains represents the evenly spread weighted average realized gains on a quarterly basis over the last 8 quarters of issued financial statements.

•Risk Score: Each policy is assigned a proprietary risk score from 1 to 5, with 5 being higher risk, based on multiple factors including insured age, life expectancy, life expectancy extension ratio, survival probability at breakeven, maturity probability, and risk-adjusted return on capital metrics.

•Life expectancy: Survival curves are generated using the Society of Actuaries 2015 VBT mortality tables adjusted by mortality ratings to achieve risk-adjusted life expectancies. For policies with multiple insureds, joint survival probabilities are calculated using statistical modeling techniques.

The Company performs quarterly lookback analysis to validate current valuations against actual market transactions. The quarterly lookback reviews policies sold during the current quarter and compares sale prices to fair value measures as of the prior quarter.

Risk Metrics and Portfolio Analysis

Expected Tail Loss (“ETL99”): The Company calculates Expected Tail Loss at the 99th percentile, representing the weighted average of net present values in the worst 1% of simulated scenarios. This metric is used in conjunction with average net present value (“NPV”) to derive Risk-Adjusted Return on Capital (“RAROC”) ratios for individual policies and portfolio-level risk assessment.

Portfolio Diversification: When evaluating policies as part of a portfolio, the Company performs correlated analysis across all holdings, recognizing that combining policies with varying risk profiles can mitigate tail risk exposure while maintaining expected returns.

Data Sources: Valuations are fundamentally based on historical realized gains analysis from over one thousand policy transactions, representing actual transaction-based IRRs by risk category. Current market conditions are incorporated through ongoing discussions with investors such as institutional asset managers, credit unions, regional banks, and reinsurers, and proprietary risk modeling developed from the Company's transaction history.

The following table provides quantitative information about significant unobservable inputs for Level 3 fair value measurements as of December 31, 2025:

The following table provides quantitative information about significant unobservable inputs for Level 3 fair value measurements as of December 31, 2024:

For life settlement policies carried using the investment method, the Company measures these at the cost of the policy plus premiums paid. The policies accounted for using the investment method totaled $918,305 at December 31, 2025 and $1,083,977 at December 31, 2024, respectively.

Discount Rate Sensitivity—13% was determined to be the weighted average discount rate used to estimate the fair value of policies held by the Company and its investment funds. If the discount rate increased or decreased by one percentage point and the other assumptions used to estimate fair value remained the same, the change in estimated fair value as of December 31, 2025, would be as follows:

Historical Realized Gains Sensitivity—While the weighted average discount rate can fluctuate based on the overall mix of policies included in the company's portfolio at any given time, the discount rates are determined using historical realized gains by risk category, which have a more consistent weighted average. As a result, we have supplementally added an additional sensitivity analysis for realized gains. The fair value of life settlement policies is sensitive to changes in key unobservable inputs used to estimate the fair value of policies held by the Company and its investment funds. The historical realized gains represents the total actual sales price of policies less their total cost basis divided by their total cost basis. The sensitivity analysis is intended to illustrate the potential increase or decrease if policies sold for an average of 1% above or below their determined sale price. The fair market value of the Company’s policies would increase when historical realized gains on life insurance policies sold increases. If the historical realized gains increased or decreased by one percentage point and the other assumptions used to estimate fair value remained the same, the change in estimated fair value as of December 31, 2025, would be as follows:

Credit Exposure to Insurance Companies—The following table provides information about the life insurance issuer concentrations that exceed 10% of total face value or 10% of total fair value of the Company’s life insurance policies as of December 31, 2025:

1 Carrier ratings are based on AB Best ratings.

The following table provides a rollforward of the fair value of life insurance policies for the year ended December 31, 2025:

The following table provides a roll forward of the fair value of life insurance policies for the year ended December 31, 2024:

Long-Term Debt—See Note 14, Long-Term Debt for background information on the market-indexed debt. The Company elected the fair value option in accounting for certain debt instruments. Fair value is determined using Level 3 inputs. The valuation methodology for the LMATT notes was based on the Black-Scholes-Merton option-pricing formula and a discounted cash flow analysis. Inputs to the Black-Scholes-Merton model included (i) the S&P 500 Index price, (ii) S&P 500 Index volatility, (iii) a risk-free rate based on data published by the US Treasury, and (iv) a term assumption based on the contractual term of the LMATT Notes. The discounted cash flow analysis included a discount rate that was based on the implied discount rate developed by calibrating a valuation model to the purchase price on the initial investment date. The implied discount rate was evaluated for reasonableness by benchmarking it to yields on actively traded comparable securities. The last of the LMATT notes was paid off in January 2025 based on the historical cost of $11,229,560 as of December 31, 2024. As a result, the accumulated total change in fair value of the debt was reversed resulting in a gain of $3,362,103 for the year ended December 31, 2025, which is included within the gain on change in fair value of debt within the consolidated statement of operations and comprehensive income (loss).

The following table provides a rollforward of the fair value of the outstanding debt for the year ended December 31, 2025:

The following table provides a rollforward of the fair value of the outstanding debt for the year ended December 31, 2024:

Private Placement Warrants—The Company had— and 8,900,000 private placement warrants (“Private Placement Warrants”) outstanding as of December 31, 2025 and December 31, 2024, respectively. The Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented separately in the consolidated statements of operations and comprehensive income (loss).

The Private Placement Warrants were considered a Level 3 fair value measurement using a binomial lattice model in a risk-neutral framework. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The implied volatility as of the reporting date was derived from observable public warrant traded price.

The following table presents the key assumptions in the analysis as of the Merger Closing Date:

The subsequent changes in the value of the private warrants is based on the changes in the value of the public warrants as of the relevant reporting date due to mostly identical terms between the Private Placement Warrants and the Public warrants.

During the third quarter, all 8,900,000 Private Placement Warrants were redeemed and exchanged for 2,035,536 shares of the Company’s common stock at an average share price of approximately $5.44. As part of the conversion, the Company recognized a loss on extinguishment of $1,704,193 recorded in loss of change in fair value of warrant liability on the consolidated statements of operation and comprehensive income (loss), which was the difference between the fair value of the issued shares of $11,049,193 recorded in additional paid-in-capital on the consolidated balance sheets and the fair value of the exchanged Private Placement Warrants of $9,345,000 derecognized warrant liability on the consolidated balance sheets. The exchange of the private warrants for common stock resulted in $2,800,418 tax charge to additional paid-in-capital on the consolidated balance sheets. Refer to Note 15, Convertible Preferred Stock and Stockholders’ Equity for additional information.

Available-for-Sale Investment—The convertible promissory notes are classified as an available-for-sale securities. Available-for-sale investments are subsequently measured at fair value. Unrealized holding gains and losses are excluded from earnings and reported in other comprehensive income until realized. The Company determines fair value of its available-for-sale investments using unobservable inputs by considering the initial investment value, next round financing, and the likelihood of conversion or settlement based on the contractual terms in the agreement. As of December 31, 2025 and December 31, 2024, the Company evaluated the fair value of its Convertible Promissory Notes and determined that the fair value approximates the carrying value of $3,108,750 and $2,205,904, respectively.

Other Investments—The Company determines fair value using Level 3 inputs under the measurement alternative. These investments are recorded at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Impairment is assessed qualitatively. As of December 31, 2025, and 2024, the Company determined that the carrying value of $18,253,585 and $1,850,000, respectively, is the fair value for these equity investments in privately held companies, given that there have been no observable price changes. Refer to Note 9, Other Investments and Other Assets for additional information.

Financial Instruments Where Carrying Value Approximates Fair Value—The carrying value of cash and cash equivalents, accounts receivables, accounts receivable, related party, income tax receivables, accrued expenses, and other current liabilities approximates fair value due to the short-term nature of their maturities.

14. LONG-TERM DEBT

Outstanding principal balances of Long-term debt comprises of the following:

Fixed Rate Senior Unsecured Notes

On November 10, 2023, the Company issued $35,650,000 in fixed rate senior unsecured notes (“Fixed Unsecured Notes”). The net proceeds after related debt issue costs, were used by the Company to repay debt and for general corporate purposes. The Fixed Unsecured Notes are based on a fixed interest rate of 9.875% to be paid in quarterly interest payments beginning on February 15, 2024 and mature on November 15, 2028. The Company has the option to redeem the Fixed Unsecured Notes in whole or in part at a price of 100% of the outstanding principal balance on or after February 15, 2027. The notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other senior unsecured indebtedness from time to time outstanding.

On February 15, 2024, the Company issued an additional $25,000,000 as part of the previously issued Fixed Unsecured Notes. The net proceeds, after related debt issue costs, were used by the Company for general corporate purposes.

On December 2, 2024, the Company issued an additional $72,727,075 as part of the previously issued Fixed Unsecured Notes as consideration for the Carlisle Acquisition. Furthermore, during August 2025, the Company issued an additional $2,002,400 as a true-up adjustment in relation to the consideration for the Carlisle Acquisition.

Senior Secured Credit Facility

On December 10, 2024 (the “Senior Secured Credit Facility Closing Date” or “SSCF Closing Date”), the Company entered into a Credit Agreement (the “Senior Secured Credit Facility” or “SSCF”), among the Company, as borrower, and affiliates of Sagard Senior Lending Partners Holdings II LP and Värde Partners, as lenders, and other persons from time to time party thereto (the “SSCF Lenders”), and GLAS USA LLC, as Administrative Agent and Collateral Agent for the SSCF Lenders thereunder. The SSCF provided credit extensions for (i) an initial term loan in an aggregate principal amount of $100,000,000 upon the closing of the SSCF and (ii) optional delayed draw term loans in an aggregate principal amount of up to $50,000,000 that are available for 180 days after the SSCF Closing Date (“DDTL Facility”), subject to the requirement that on each delayed draw date, the proceeds are used for operations, including the purchase of life settlement policies, to support its overall business strategy, for working capital purposes, and for general corporate purposes, which may include funding previously announced and future acquisitions and repayment and refinancing of its indebtedness. The SSCF and any drawn amounts under the DDTL Facility mature on December 10, 2030, with quarterly amortization payments of (i)1.00% per annum of the aggregate principal amount of the initial facility outstanding as of the SSCF Closing Date and DDTL Facility to the extent borrowed and (ii) additional amortization payments based on the Company’s Consolidated Adjusted EBITDA, in each case with the remaining outstanding principal amount due on the maturity date.

The interest rate is based an adjusted term Secured Overnight Financing Rate (“SOFR”), which was calculated as term SOFR plus a fixed rate of 5.25% per annum with a stepdown to 5.00% if the Company achieves certain metrics related to Consolidated Adjusted EBITDA and Total Leverage Ratios. In addition, undrawn amounts committed under the Delayed Draw Facility bear a commitment fee until such commitments are drawn or cancelled. The loan may be prepaid at any time in amounts of $1.0 million or greater, subject to a premium equal to 1.00% of the amount prepaid if prepaid prior to the 12-month anniversary of funding.

The Company drew the full amount available in the DDTL facility in September 2025.

The SSCF contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate asset value held at the loan parties to the sum of the outstanding principal amounts of the loans. The SSCF restricts the payment of dividends and distributions and the ability of the Company to make certain investments, incur certain indebtedness and liens and sell assets, in each case subject to important exceptions. The SSCF also includes various financial covenants, each measured on a quarterly basis, including (A) a maximum Secured Leverage Ratio (as defined in the SSCF Credit Agreement), (B) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the SSCF Credit Agreement) and (C) a minimum Asset Coverage Ratio (as defined in the SSCF Credit Agreement). In addition, the SSCF Credit Agreement includes customary events of default, including failure to pay interest or principal in a timely manner, failure to comply with covenants, cross-defaults to other material indebtedness, certain bankruptcy related events and subject to certain threshold and notices requirements as set forth in the Credit Agreement. The Company is in compliance with its debt covenants as of December 31, 2025.

In connection with the SSCF, certain wholly owned and material subsidiaries of the Company issued a guaranty with respect to the obligations of the Company under the SSCF Credit Agreement and related documents (the “SSCF Credit Facility Guaranty”). which excludes the assets of LMATT Series 2024, Inc., LMA Income Series, LP, and LMA Income Series II, LP. Additionally, the Company and the guarantors party to the SSCF Credit Facility Guaranty entered into a security agreement (the “SSCF Credit Facility Security Agreement”) which secures the SSCF Credit Facility on primarily all assets of the Company and each guarantor on a first lien basis to the exclusion of certain Excluded Assets (as defined in the SSCF Credit Agreement), including the life insurance policies owned by the Company and each Guarantor.

LMATT Series 2024, Inc. Market-Indexed Notes

On March 31, 2022, LMATT Series 2024, Inc., which the Company consolidates for financial reporting, issued $10,166,900 in market-indexed private placement notes. The note, titled the Longevity Market Assets Target-Term Series (LMATTS) 2024, was a market-indexed instrument designed to provide upside performance exposure of the S&P 500 Index, while limiting downward exposure. The note matured in December of 2024, the principal, plus the return based upon the S&P 500 Index were repaid in January 2025. The note had a feature to protect debt holders from market downturns, up to 40%. Any subsequent losses below the 40% threshold were to reduce the note on aone-to-one basis. As of December 31, 2025, $— of the principal amount remained outstanding.

During January 2025, the Company paid $11,229,560 to extinguish the notes.

The notes were held at fair value, which represented the exit price, or anticipated price to transfer the liability to a third party. As of December 31, 2025 and December 31, 2024, the fair value of the LMATT Series 2024, Inc. notes was $— and $14,591,663, respectively.

The notes were secured by the assets of the issuing entities, which included cash, S&P 500 call options, and life settlement policies. The notes’ agreements did not restrict the trading of life settlement contracts prior to maturity of the note, as total assets of the issuing companies are considered as collateral. There were also no restrictive covenants associated with the notes.

LMA Income Series, LP and LMA Income Series, GP LLC Secured Borrowing

On September 2, 2022, LMA Income Series, GP, LLC, wholly owned and controlled by that LMA Series, LLC, formed a limited partnership, LMA Income Series, LP (“LMAIS”), and subsequently issued partnership interests to limited partners in a private placement offering. The initial term of the offering wasthree years ending in December 2025 with the ability to extend fortwo additionalone-year periods at the discretion of the general partner, LMA Income Series, GP, LLC. The limited partners received an annual dividend of 6.5% paid quarterly and 25% of returns in excess of a 6.5% internal rate of return capped at

9%, which would require a 15% net internal rate of return. The General Partner received 75% of returns in excess of a 6.5% internal rate of return to limited partners then 100% in excess of a 15% net internal rate of return.

It was determined that LMA Series, LLC is the primary beneficiary of LMA Income Series, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the year ended December 31, 2025.

The private placement offerings proceeds were used to acquire and actively manage a large and diversified portfolio of financial assets. LMA, through its consolidated subsidiaries, served as the portfolio manager for the financial asset portfolio, which included investment sourcing and monitoring. In this role, LMA has the unilateral ability to acquire and dispose of any of the above investments. As the partnership does not represent a business in accordance with ASC 810 and is a consolidated subsidiary that only holds financial assets, this represents a transfer subject to ASC 860-10. As the financial assets are not transferred outside the consolidated group, the proceeds from the offering shall be classified as a liability unless it meets the definition of a participating interest and the derecognition criteria in ASC 860 are met. The transferred interest did not meet the definition of a participating interest as LMA possesses the unilateral ability to direct the sale of the financial assets (ASC 860-10-50-6A(d)). In accordance with ASC 860-30-25-2, as the transfer of the financial assets did not meet the definition of a participating interest, LMA recognizes the proceeds received from the offering as a secured borrowing.

Dividends paid and accrued were included in interest expense. The excess dividend returns were not paid by LMA Income Series, LP until termination, were considered non-cash interest expense, and were included in the principal balance outstanding. As of December 31, 2025 and December 31, 2024, $143,630 and $949,229 in non-cash interest expense was added to the outstanding principal balance, respectively.

During 2025, the Company paid $22,982,303 to extinguish this secured borrowing.

LMA elected to account for the secured borrowing at fair value under the collateralized financing entity guidance within ASC 810-10-30. As of December 31, 2025 and December 31, 2024, the fair value of the secured borrowing was $— and $22,838,673, respectively. LMAIS was secured by its assets, which included cash, accounts receivable, and life settlement policies.

LMA Income Series II, LP and LMA Income Series II, GP LLC Secured Borrowing

On January 31, 2023, LMA Income Series II, GP, LLC, wholly owned and controlled by that LMA Series, LLC, formed a limited partnership, LMA Income Series II, LP (“LMAIS II”), and subsequently issued partnership interests to limited partners in a private placement offering. The initial term of the offering wasthree years ending in March 2026 with the ability to extend fortwo additionalone-year periods ending on June 30, 2027 and on December 31, 2028. The limited partners receive annual dividends equal to the Preferred Return Amounts as follows: Capital commitment of less than $500,000,8.00%; between $500,000 and $1,000,000,8.25%; and over $1,000,000,8.50%. Thereafter,100% of the excess are to be paid to the General Partner.

It was determined that LMA Series, LLC is the primary beneficiary of LMA Income Series II, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the year ended December 31, 2025.

The private placement offerings proceeds are used to acquire and actively manage a large and diversified portfolio of financial assets. LMA, through its consolidated subsidiaries, serves as the portfolio manager for the financial asset portfolio, which includes investment sourcing and monitoring. In this role, LMA has the unilateral ability to acquire and dispose of any of the above investments. As the partnership does not represent a business in accordance with ASC 810 and is a consolidated subsidiary that only holds financial assets, this represents a transfer subject to ASC 860-10. As the financial assets are not transferred outside the consolidated group, the proceeds from the offering shall be classified as a liability unless it meets the definition of a participating interest and the derecognition criteria in ASC 860 are met. The transferred interest did not meet the definition of a participating interest as LMA possesses the unilateral ability to direct the sale of the financial assets (ASC 860-10-50-6A(d)). In accordance with ASC 860-30-25-2, as the transfer of the financial assets did not meet the definition of a participating interest, LMA recognizes the proceeds received from the offering as a secured borrowing.

During 2025, LMA Income Series II GP LLC, through the LMA Income Series II LP, admitted $26,048,884 additional limited partnership interests and redeemed $17,014,765 existing limited partnership interests.

LMA elected to account for the secured borrowing at fair value under the collateralized financing entity guidance within ASC 810-10-30. As of December 31, 2025 and December 31, 2024, the fair value of the secured borrowing was $114,890,540 and $105,856,422, respectively. LMAIS II is secured by its assets, which includes cash, accounts receivable, and life settlement policies totaling $205,196,534 as of December 31, 2025, which represents an asset coverage ratio of 1.79 x.

Sponsor PIK Note

On June 30, 2023, in connection with the Merger Agreement, East Sponsor, LLC, a Delaware limited liability company (“Sponsor”), made an unsecured loan to the Company in the aggregate amount of $10,471,648 (the “Sponsor PIK Note”) with an interest rate of 12.0% per year compounding semi-annually. Accrued interest is payable in arrears quarterly starting on September 30, 2023 by adding it to the outstanding principal balance. As of December 31, 2025 and December 31, 2024, $3,642,551 and $1,409,770 in non-cash interest expense was added to the outstanding principal balance, respectively. The Sponsor PIK Note matures on June 30, 2028 (the “Maturity Date”) and may be prepaid at any time in accordance with its terms without any premium or penalty. Non-cash Interest expense recognized for the years ended December 31, 2025 and 2024 was $1,588,564 and $1,409,770, respectively.

Maturities of long-term debt (secured and unsecured) outstanding, including current maturities, excluding unamortized debt issuance costs, as of December 31, 2025 are as follows:

15. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

The Company is authorized to issue up to 200,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.5,000 shares of preferred stock are issued or outstanding. Holders of the Company’s common stock are entitled toone vote for each share. As of December 31, 2025, there were 104,879,752 shares of common stock issued, of which 97,473,634 are outstanding and 7,406,118 shares were held in treasury stock. Holders of shares were entitled to receive, in the event of a liquidation, dissolution or winding up, ratably the assets available for distribution to the stockholders after payment of all liabilities. As of December 31, 2024, the Company had 96,731,194 shares of common stock issued, of which 95,682,968 were outstanding and 1,048,226 shares were held in treasury stock.

Preferred Stock

On March 18, 2025, the Company’s Board of Directors authorized the issuance and the Company issued 5,000 shares of Series A Convertible Preferred Stock with a $5,000,000 aggregate liquidation preference in in a private placement transaction. The outstanding shares of Series A Convertible Preferred Stock are classified as mezzanine equity due to the holder redemption rights upon change of control, which was determined to be outside of the Company’s control. Key terms include:

•Dividends:7.5% annual rate on the $1,000 per share liquidation preference, payable in cash or in-kind.

•Ranking: Senior to common stock for dividends and liquidation rights.

•Redemption: Company may redeem after March 18, 2028 (3 years after issuance).

•Change of Control: Holders can require repurchase upon a Change of Control.

•Conversion: Initial conversion rate of 100 shares of common stock per $1,000 of liquidation preference, subject to anti-dilution adjustments.

•Maturity: No stated maturity; remains outstanding indefinitely unless redeemed, repurchased, or converted.

•Voting Rights: Holders generally vote on an as-converted basis with common stock.

Public Warrants

During the first quarter of 2025, the Company negotiated a non-cash conversion of approximately 5 million of the Company’s public warrants in exchange for approximately 1 million of the Company’s common stock.

On June 30, 2025, Abacus Global Management, Inc., a Delaware corporation (the “Company”), announced the commencement of an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) for its outstanding (i) public warrants to purchase shares of common stock of the Company, par value $0.0001 per share (“common stock”), which warrants traded on The Nasdaq Capital Market (the “Nasdaq”) under the symbol “ABLLW” (the “Public Warrants”), and (ii) Private Placement Warrants to purchase shares of common stock (together with the Public Warrants, the “warrants”). The Company offered to all holders of the warrants the opportunity to receive 0.23 shares of common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.207 shares of common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).

The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on July 29, 2025.18,188,277 of the warrants (including 500 warrants tendered through guaranteed delivery), or approximately 88% of the outstanding warrants at that time, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company accepted all validly tendered warrants for exchange and settlement on or before July 30, 2025. In addition, pursuant to the Consent Solicitation, the Company received the approval of parties representing approximately 83% of the outstanding Public Warrants and approximately 94% of the outstanding Private Placement Warrants to enter into the Warrant Amendment, which exceeded the threshold of 50% of the outstanding public warrants required to effect the Warrant Amendment. Accordingly, the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, dated July 30, 2025, and the Company exercised its right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that is outstanding upon the closing of the Offer for 0.207 shares of common stock per warrant. The Public Warrants were suspended from trading on the Nasdaq as of the close of business on August 14, 2025, and were delisted. The Company issued 4,687,332 shares of common stock in exchange for the warrants tendered in the Offer, of which 2,651,796 shares were issued to convert the 11,723,395 Public Warrants outstanding at the time of the conversion with an average share price of $5.54. As of December 31, 2025, the Company hadno public warrants (“Public Warrants”) outstanding, which were accounted for as equity instruments. As discussed in Note 13, Fair Value Measurements, there are— Private Placement Warrants as of December 31, 2025.

Dividend

In the fourth quarter of 2025, our board of directors approved a cash dividend of $0.20 per share of outstanding common stock. The 2025 cash dividend was paid in December 2025. Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay an annual cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.

Stock Repurchase Program

Occasionally, the Company’s Board of Directors approves stock repurchase programs. Stock repurchases may be made through open market transactions, block trades, accelerated stock repurchases, privately negotiated transactions, derivative transactions or otherwise, certain of which may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in compliance with applicable state and federal securities laws. The timing, as well as the number and value of stock repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including our assessment of the intrinsic value of the Company's common stock, the market price of the Company's common stock, general market and economic conditions, available liquidity, compliance with the Company's debt and other agreements, applicable legal requirements, the nature of other investment opportunities available to the Company, and other considerations. The Company is not obligated to purchase any stock under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund the repurchases by using cash on hand and expected free cash flow to be generated in the future. Acquired shares of our common stock are held as treasury stock carried at cost in our consolidated financial statements. In connection with the repurchase program, the Company is authorized to adopt one of more plans pursuant to the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

On December 11, 2023, the Company’s Board of Directors authorized a stock repurchase program under which the Company may purchase shares of our common stock for an aggregate purchase price not to exceed $15,000,000 over a period of up to 18 months.

On April 9, 2025, on June 5, 2025, and on November 6, 2025 the Company’s Board of Directors authorized the Company to repurchase up to an additional $15,000,000, $20,000,000, and $10,000,000, respectively, extending the term of the program by 18 months to May 2027.

As of December 31, 2025, $4,191,405 remained available for repurchase under the stock repurchase programs.

The following table summarizes stock repurchase activity under our stock repurchase program:

16. STOCK-BASED COMPENSATION

Long-term Incentive Plan

The Company awards restricted stock units (“RSUs”) to executives, employees, and directors as part of the Company’s Long-Term Equity Compensation Incentive Plan (“Long-term Incentive Plan”). This plan provides that equity-based awards, including RSUs, performance stock units (“PSU”), stock options, and unrestricted shares of common stock, may be granted to officers, employees, and directors of the Company. The Company has granted RSUs that provide the right to receive, subject to service based vesting conditions, shares of common stock pursuant to the Long-term Incentive Plan. The expense associated with these awards will be based on the fair value of the stock as of the grant date, where the Company elected to use the straight line recognition over the vesting period, which isthree years. Under the approved Long-term Incentive Plan, generally, each RSU entitles the unit holder toone share of common stock when the restriction expires. After satisfying the above vesting conditions, the participants will be fully entitled to their shares of common stock. Shares that are issued upon vesting are newly issued shares from the Long-term Incentive Plan and are not issued from treasury stock. Forfeitures are recorded as they occur and are made available for subsequent awards.

After the approved amendment to the Long-Term Incentive Plan,975,142 shares of common stock remained available for issuance.

The following table shows a summary of the unvested restricted stock under the 2023 Long-Term Equity Compensation Incentive Plan as of December 31, 2025 as well as activity during the year:

Black-Scholes option-pricing model assumptions and the resulting fair value of options are presented in the following table:

At the time of the award, the Company did not intend to pay dividends for the foreseeable future. The expected volatility reflects the Company’s past daily common stock price volatility. The risk-free interest rate is derived using the term matched U.S. Treasury constant maturity yields. The expected stock option life is based on the average of the average time to vest and the remaining contractual term.

The following table shows the status of, and changes in, common stock options:

2025 CEO One-Time Equity Award

In May 2025, the Company’s board of directors approved a one-time equity award of 2,000,000 shares to the Company’s CEO if at any time during 2025 the Company’s average market capitalization, based on the closing price, exceeded $2 billion over any consecutive trailing 20-trading day period. This market capitalization this milestone was not deemed to be probable at any point during 2025 and was not met.

2025 Performance-based Restricted Stock Units

In May 2025, the Company’s board of directors awarded 2,816,228 performance-based RSUs to the Company’s officers that will vest and be converted to shares of the Company’s common stock based on both 2025 Company performance and time-based conditions (“Performance-Based RSUs”). If the Company achieved 2025 Adjusted Net Income of $140 million (the “Stretch Target”), then 100% of the Stretch Target Performance-Based RSUs will vest in equal annual installments over athree-year period. If the Company achieves 2025 Adjusted Net Income of $70 million (the “Target”), then 50% of the Performance Based RSUs granted will be forfeited and the remaining 50% will be subject to time-based vesting. Interpolation will be applied if performance is achieved between 0% and 200% of the Target with the Performance Based RSUs that are not forfeited subject to Time Based Vesting. The Company defines Adjusted Net Income as net income (loss) attributable to the Company 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 (“Gross Adjusted Net Income”). Gross Adjusted Net Income is not a measure of financial performance under GAAP and should not be considered substitutes for the corresponding GAAP measure of net income (loss) in the consolidated statements of operations and comprehensive income (loss). Performance-Based RSUs that are not forfeited may be subject to accelerated vesting and immediate conversion to Company common stock based on the achievement of certain market capitalization targets. For the year ended December 31, 2025, the Company achieved a Gross Adjusted Net Income of $85,660,633 or approximately 122% of the Target Adjusted Net Income resulting in a forfeiture of 1,093,088 of awarded Performance-Based RSUs at the Stretch Target.

Summary of Stock-Based Compensation Expense

Compensation costs recognized for RSUs and stock options were $15,519,382 and $43,435,215 for the years ended December 31, 2025 and 2024, respectively. The year ended December 31, 2024 included $36,669,055 of CEO Restricted Stock that was fully vested on November 21, 2024, the date the Company’s board of directors approved accelerating the vesting related to a restriction agreement with the Company’s CEO dated June 30, 2023.

For the years ended December 31, 2025 and 2024, $1,877,998 and $1,585,379 of the compensation costs was recorded in cost of revenue (including stock-based compensation) in the consolidated statements of operations and comprehensive income (loss), respectively. For the years ended December 31, 2025 and 2024, $13,641,384 and $41,849,836 of the compensation costs is recorded in general and administrative expense (including stock-based compensation) in the consolidated statements of operations and comprehensive income (loss), respectively.

As of December 31, 2025, there was approximately $26,489,241 of unrecognized compensation costs related to RSUs and stock options which the Company expects to recognize over the next 2 years.

17. EMPLOYEE BENEFIT PLAN

The Company has a defined contribution plan in the U.S. intended to qualify under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer up to 100% of their annual compensation on a pretax basis. The Company matches up to a maximum of 4% of eligible employee contributions and may choose to make additional discretionary contributions to the 401(k) Plan. For the years ended December 31, 2025 and 2024, the Company recognized expenses related to the 401(k) Plan amounting to $667,629 and $384,669, respectively. For the years ended December 31, 2025 and 2024, the Company did not make discretionary contributions.

18. INCOME TAXES

For the years ended December 31, 2025 and 2024, the Company recorded provision for income taxes of $15,434,121 and $5,484,738, respectively. The effective tax rate was 29.26% for the year ended December 31, 2025 was mainly due to state income taxes and permanent differences related to IRS Section 162(m) limitations and IRS Section 264(f) disallowed interest. The effective rate for the year ended December 31, 2024 was (28.22)% was mainly due to permanent differences related to IRS Section 162(m) limitations and business acquisition transaction costs.

The components of the provision for income taxes are as follows:

The Company didnot have any unrecognized tax benefits relating to uncertain tax positions as of December 31, 2025, and 2024, and didnot recognize any interest or penalties related to uncertain tax positions as of December 31, 2025, and 2024.

The reconciliation of taxes at the federal statutory rate to provision for income taxes in accordance with the guidance after the adoption of ASU 2023-09, as described in Note 2, Summary of Significant Accounting Policies is as follows:

The reconciliation of taxes at the federal statutory rate to provision for income taxes in accordance with the guidance prior to the adoption of ASU 2023-09 is as follows:

Cash paid for income taxes, net of refunds, afterthe adoption of ASU 2023-09 is as follows:

Cash paid for income taxes, net of refunds, prior to the adoption of ASU 2023-09 was$2,146,846 for the year ended December 31, 2024.

The effects of temporary differences that give rise to significant components of deferred tax assets and liabilities at December 31, are as follows:

Valuation allowances are provided when it is considered more likely than not that deferred tax assets will not be realized. In 2025 the Company did not have a tax valuation allowance.

The Company does not have significant federal or state net operating losses that can be carried forward indefinitely. The federal net operating losses may be used to offset 80% of taxable income in a given year.

The Company didnot have any unrecognized tax benefits relating to uncertain tax positions at December 31, 2025 and 2024 and didnot recognize any interest or penalties related to uncertain tax position at December 31, 2025 and 2024. The Company does not anticipate that changes in its unrecognized tax benefits will have a material impact on the consolidated statements of operations and comprehensive income(loss) during 2026.

The Company’s tax returns are subject to examination by relevant taxing authorities. None of the Company’s tax returns are under audit. As of December 31, 2025, tax years for 2024, 2023, and 2022, are subject to examination by the relevant tax authorities.

19. RELATED-PARTY TRANSACTIONS

The Sponsor PIK Note payable of $14,114,199 is recorded as a related-party transaction given the relationship between the Sponsor and the Company. Refer to Note 14, Long-Term Debt for more information.

Life policy sales to from the Carlisle Funds, LP Funds, and the Securitized Funds are considered related party activity. Life policy purchases from the Carlisle or LP Funds are also considered related party activity. In addition, management fees, performance fees, servicing fees and certain expense reimbursement from the Carlisle Funds, LP Funds, and Securitized Fund are considered related party transactions. The servicing fee charged to the Carlisle Funds, LP Funds, and Securitized Fund is $1,000 per policy per year, $996 per policy per year, and 100 basis points of the value of the collateral pool per year, respectively. The Company charges a fixed management fee to the Carlisle and LP funds that range between fifty andtwo hundred basis points of AUM divided by 12.

As of December 31, 2025, the Company had $9,320,103 and $14,800,140 current and noncurrent related party receivables due from the related party funds, respectively. As of December 31, 2024, the Company had $7,113,369 and $13,379,301 current and noncurrent related party receivables due from related party funds, respectively. As of December 31, 2025, the current related-party receivable balance was mainly comprised of $6,718,903 and $2,055,170 from the Carlisle Funds related to management fees and policy sales, respectively. As of December 31, 2024, the current related-party receivable balance was mainly due from the Carlisle Funds. All noncurrent related party receivables are due from the Carlisle Funds.

The Company may at times purchase life policies with different risk characteristics and risk profiles from the Carlisle Funds or LP Funds for life solutions revenue purposes. As of December 31, 2025, the Company paid $15,656,875 to acquire policies from the Carlisle Funds. As of December 31, 2025, the Company paid $8,602,285 to acquire policies from the LP Funds.

For the the years ended December 31, 2025 and 2024, the Company recognized $27,593,157 and $2,420,239 in asset management fees from the related party funds, respectively, as follows:

For the the years ended December 31, 2025 and 2024, the Company recognized $37,502,458 and $3,312,202 in net revenue from life policy sales to the Carlisle, LP, and Securitization Funds, respectively. The $37,502,458 revenue for the year ended 2025 was a result of realized gains on sales of $131,901,136, including revenue from investment method policies, offset by the reversals of prior period unrealized gains of $(89,503,908) and premiums paid during the period of $(4,894,770). The revenue $3,312,202 for the year ended 2024 was a result of realized gains on sales of $3,312,202, offset by the reversals of prior period unrealized gains of $— and premiums paid during the period of $—.

For the Year Ended December 31, 2025 and 2024, the Company recognized $2,075,518 and $471,094 in servicing revenue from related parties, respectively. Refer to Note 10, Consolidation of Variable Interests for additional information on consolidation considerations for the Carlisle, LP, and Securitization Funds. Refer to Note 2, Summary of Significant Accounting Policies for additional information discussing the Company’s revenue recognition polices for transactions with the Carlisle, LP, and Securitization Funds.

The Company had a related-party relationship with Nova Trading (US), LLC (“Nova Trading”), a Delaware limited liability company and Nova Holding (US) LP, a Delaware limited partnership (“Nova Holding” and collectively with Nova Trading, the “Nova Funds”) in 2024. The Company at times purchased policies from the Nova Funds for active management trading purposes. There were no purchases from the Nova Funds during 2025 because it no longer hold life policies and has little to no operating activities. During 2024, the Company paid $98,400,029 to acquire policies from the Nova Funds.

20. LEASES

In February 2024, the Company added additional office space to the existing lease via an amendment. This amendment did not significantly change the overall terms of the amendment signed in 2023 and as a result was treated as a lease modification. The modification increased our right of use asset and liability by $359,352.

On December 2, 2024, the Company recognized a lease right of use asset and liabilities related to office space leased by Carlisle in Luxembourg, as part of the business combination. Refer to Note 3, Business Combinations for additional information. The Carlisle Lease terminates at the end of July 2033. There is no substantive option to terminate the Luxembourg Lease before the end of its term. The Luxembourg Lease increased the Company’s right of use asset and liability by $2,779,748.

In April 2025, the Company added additional office space to the existing lease via an amendment. This amendment did not significantly change the overall terms of the amendment signed in 2023 and as a result was treated as a lease modification. The modification increased our right of use asset and liability by $423,816.

The Company’s right-of-use assets and lease liabilities for its operating lease consisted of the following amounts:

The Company recognizes lease expense for its operating leases within general, administrative, and other expenses on the Company’s consolidated statements of operations and comprehensive income (loss). The Company’s lease expense for the periods presented consisted of the following:

The following table shows supplemental cash flow information related to lease activities for the periods presented:

The table below shows a weighted-average analysis for lease terms and discount rates for all operating leases for the periods presented:

Future minimum noncancellable lease payments under the Company’s operating leases on an undiscounted basis reconciled to the respective lease liability at December 31, 2025 are as follows:

21. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share represents net income (loss) attributable to stockholders divided by the weighted average number of common stock outstanding during the reported period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by giving effect to all potential weighted average dilutive common stock. For diluted earnings (loss) per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if converted method, as applicable.

The table below illustrates the reconciliation of the earnings or loss and number of shares used in our calculation of basic earnings or loss per share attributable to common stockholders:

The table below illustrates the reconciliation of the earnings or loss and number of shares used in our calculation of diluted earnings or loss per share attributable to common stockholders:

The following potentially dilutive outstanding securities were excluded from the computation of diluted net earnings (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:

As discussed in Note 13, Fair Value Measurements and Note 15 Convertible Preferred Stock and Stockholders’ Equity all Public Warrants and Private Placement Warrants were converted into shares of common stock during the year ended December 31, 2025. Shares issued upon conversion are included in the weighted-average shares outstanding from the date of conversion.

22. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions from the consolidated balance sheet date through the date at which the consolidated financial statements were issued. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than what is disclosed below:

Investment Acquisition—On March 12, 2026, the Company announced a $52.9 million acquisition of a minority position in Manning & Napier, a wealth advisory firm to further its strategic goals.