Abacus Global Management, Inc. (ABX)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. In addition to historical financial analysis, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions, as described under the heading “Cautionary Note Regarding Forward-Looking Statements.” All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: the potential impact of our business relationships, including with our employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of activity in our sector or the sectors of our affiliated companies, which may be caused by, among other things, high or increasing interest rates, or a weak U.S. economy; significant competition that our operating subsidiaries face; compliance with extensive government regulation; and other risks detailed in the those set forth under “Risk Factors” or elsewhere in this quarterly statement and in our 2025 Annual Report on Form 10-K. Unless the context otherwise requires, references in this “Abacus Global Management, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” , “Abacus”, and “Company” are intended to mean the business and operations of Abacus Global Management, Inc.

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the Company’s financial condition and results of operations. This discussion should be read in conjunction with the Company’s financial statements and related notes thereto that appear elsewhere in this Quarterly Report on Form 10-Q and our 2025 Annual Report on Form 10-K.

Business Overview

The Company is a financial services company specializing in alternative asset management, data-driven wealth solutions, technology innovations, and institutional services. With a focus on longevity-based assets 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. We serve as the originator and market maker of the assets we purchase and manage, providing a distinct advantage for consumers seeking to monetize insurance policies and for investors seeking to deploy capital. In a highly regulated and difficult-to-access insurance marketplace, we provide consumers with the maximum opportunity for their insurance assets and we also provide investors with a high-quality class of assets.

Performance Measures

NM - Not Meaningful.

Results of Operations for the Three Months Ended March 31, 2026 and March 31, 2025

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not indicative of future results:

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Revenue

Asset Management

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Asset management revenue increased by $686,067, or 8.8%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase is mainly due to an increase in servicing revenue driven by increases in policies in LP Funds. The Company did not record significant performance fees during the three months ended March 31, 2026. Refer to the Assets Under Management section below for the change in total assets managed and refer to the Key Business Metrics below for the average management fees charged.

Life Solutions

Total life solutions revenue increased by $14,268,631 or 39.3% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase is mainly due to an increase in the number of policies sold and realized gain recognized on policies sold. The higher sales generated $77,763,948 in total realized gains on sold life policies, partially offset by a decrease of $62,217,803 in total unrealized gains, and a decrease of $1,368,674 in total premiums paid.

The Company considers (i) independent market checks where available (including bids/indications from unaffiliated third parties and third-party investor interest in the same or similar policies), (ii) comparisons to contemporaneous third-party executed sales for policies with comparable characteristics (including Risk Score and other key attributes), and (iii) parity of key non-price terms and customary execution/approval processes to confirm the related-party transactions are consistent with those offered to non-related parties.

The realized and unrealized gain activity is mainly due to the Company’s expanded available capital in 2026 compared to early 2025 and deployment capacity following the launching of Abacus managed funds in March 2025 and the $50 million delayed draw financing in September 2025. The average realized gain per policy sold also improved, rising from 21.0% for the three months ended March 31, 2025 to 26.4% for the three months ended March 31, 2026. This reflects increased institutional demand for life settlement policies as uncorrelated assets, creating more favorable pricing conditions for the Company’s portfolio trades. During the three months ended March 31, 2026, the Company sold approximately 41% of the policies that were on the balance sheet as of December 31, 2025 and redeployed a majority of that capital to purchase additional policies. In the quarter ended March 31, 2026, the Company’s weighted average discount rate was 10%, which is based on risk score and is directly calibrated to observed transaction prices for policies in the same risk score category. Refer to Note 4, Revenues and Note 13, Fair Value Measurements for additional information on the composition of revenue from life insurance policies. The combination of realized gains (loss) (sale price less purchase price) less premiums paid on sold/matured policies during the corresponding period and the reversal of the prior period unrealized gain on sold/matured policies represents the incremental gain (loss) on policies held using the fair value method for the corresponding reporting period from sales or maturities to related and unrelated parties (maturity gains are part of unrelated revenues).

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The decrease to origination revenue is primarily due to the Company originating policies for LMA and LMAIS II, rather than for third parties, and origination fees associated with LMA and LMAIS II are eliminated in consolidation.

The Company began generating insurance commissions revenue after April 2025 after acquiring NIB and AccuQuote in August 2025. Refer to Note 3, Business Combinations for additional information.

Technology Services

Technology services revenue increased by $296,244 for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase is due to increases in the number of lives tracked.

Cost of Revenues (Excluding Depreciation and Amortization) and Gross Profit

Cost of revenues (including stock-based compensation) decreased by $801,022, or 11.3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in cost of revenues is primarily due to a decrease of $1,054,331 in origination commissions due to a decrease in amount of policies originated to subsidiaries eliminated in consolidation (refer to the Key Business Metrics section below for the the comparison of the number of policy originations to subsidiaries eliminated in consolidation), and $246,342 asset m

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective and should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. Our objective is to provide discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations. This section of this Form 10-K discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.

The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section27A of the Securities Act, and Section 21E of the

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Exchange Act including statements regarding our expectations, hopes, intentions or strategies regarding the future. In addition to historical financial analysis, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions, as described under the heading “Cautionary Note Regarding Forward-Looking Statements.” All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: the potential impact of our business relationships, including with our employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of activity in our sector or the sectors of our affiliated companies, which may be caused by, among other things, high or increasing interest rates, or a weak U.S. economy; significant competition that our operating subsidiaries face; compliance with extensive government regulation; and other risks detailed in the those set forth under “Risk Factors” or elsewhere in this quarterly statement. Unless the context otherwise requires, references in this “Abacus Global Management, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “Company” are intended to mean the business and operations of Abacus Global Management, Inc.

Business Overview

We are a financial services company specializing in alternative asset management, data-driven wealth solutions, technology innovations, and institutional services. With a focus on longevity-based assets and personalized financial planning, we leverage proprietary data analytics and decades of industry expertise to deliver innovative solutions that optimize financial outcomes for individuals and institutions worldwide. We serve as the originator and market maker of the assets we purchase and manage, providing a distinct advantage for consumers seeking to monetize insurance policies and for investors seeking to deploy capital. In a highly regulated and difficult-to-access insurance marketplace, we provide consumers with the maximum opportunity for their insurance assets and we also provide investors with a high-quality class of assets. For a further overview of our business, please see the discussion under the heading, “Item 1. Business,” in this Annual Report on Form 10-K.

The Company is a vertically integrated alternative asset manager and market maker, specializing in longevity and actuarial technology. The Company operates in three reportable segments: Life Solutions, Asset Management and Technology Services. Refer to “Item 1. Business” in this Annual Report on Form 10-K for further information on our business and operations.

Life Solutions

The Company is a leading secondary-market buyer of life insurance policies in the United States and we directly acquire life insurance policies in transactions that mutually benefit both us and the underlying policyholders. We refer to our acquisition of life insurance policies, as our origination process, which is carried out according to our internally developed policies and guidelines. Through this origination process, the Company originate life insurance policy settlement contracts as a licensed life settlement provider on behalf of third-party institutional investors and directly for our balance sheet. We originate policies through three primary origination channels, (i) agents and brokers (ii) directly from life insurance policyholders, and (iii) third-party intermediaries. We generate fees on the policies we originate based on a percentage of the face value or death benefit of the acquired life insurance policies. Within this segment, we also generate revenues from portfolio management and portfolio servicing. The Company then screens these policies for eligibility by verifying that the policy is in force, obtaining consents and disclosures, and submitting cases for life expectancy estimates. This process is characterized as our origination services, which averages a fee of approximately 2% of the life insurance policy’s face value. With meaningful support from our proprietary risk rating heat map, we also continually evaluate policies to generate uncorrelated risk adjusted returns.

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Upon acquiring a policy, we have the option to either (i) trade that policy to a third-party institutional investor or (ii) hold that policy on our balance sheet until maturity. This process is predicated on driving the best economics for the Company. For those policies that we trade, our portfolio management activities generate revenues based on spreads for traded life insurance policies, and for those life insurance policies held to maturity, though the realized returns on such policies. Such activities represent our portfolio management process. Additionally, we generate revenues based on a range of third-party portfolio servicing activities for third-party owners of life settlement assets, which generates revenue based on a percentage of the total asset value serviced.

Asset Management

The Company’s Carlisle and FCF subsidiaries manage alternative investment funds and exchange-traded funds (“ETF”). The alternative investment funds primarily invest in insurance policy settlement contracts that cater to investors seeking risk-adjusted returns with low correlation to other asset classes. The ETFs primarily invest in equity securities using a suite of core and thematic free cash flow equity strategies and offers over 50 customizable free cash flow index strategies covering eight global equities allocation categories available in separately managed accounts. Asset Management fees are based on a percentage of total asset value under management. We also realize performance fees based on a percentage of returns over certain hurdle rates for the managed alternative investment funds.

Technology Services

The Company, through ABL Intel, uses its proprietary technology based on health and longevity data sets to provide services to pension funds, government agencies, insurance-related businesses, as well as other entities that benefit from real-time mortality verification, missing participant verification, and other services specific to the life insurance market. Technology Services fees are based on fixed annual contracts with clients including pension plans, life insurance companies, governmental agencies, and others.

Results of Operations for Years Ended December 31, 2025 and December 31, 2024

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not indicative of future results:

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Revenue

Asset Management

Asset management revenue increased by $30,231,743, or 836.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is mainly due to a full year of management fees of approximately $26.4 million, approximately $4.0 million, and approximately $1.2 million generated from the Carlisle Funds (related party), the ETF Funds, and the LP Funds (related party) respectively, compared to one month of management fees of approximately $2.4 million and approximately $0.4 million generated from the Carlisle Funds and the ETF Funds in 2024 due to the timing of the Carlisle Acquisition and FCF Acquisition (December 2, 2024). Refer to Note 3, Business Combinations and Note 19, Related-Party Transactions for additional information. The Company did not record significant performance fees during the year ended December 31, 2025. Refer to the Assets Under Management section below for the change in total assets managed and refer to the Key Business Metrics below for the average management fees charged.

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Life Solutions

Life solutions revenue increased by $92,398,550 or 85.3% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is mainly due to an increase of $127,743,398 in realized gains, partially offset by $(4,499,783) decrease in unrealized gains, $(20,088,905) in premiums paid, and $(13,881,208) fee-based revenue that did not recur related to policies accounted for under the fair value method. Fee-based revenue includes a) commissions earned from the sale of insurance policies, both in the first year the policy is sold and, when applicable, when the underlying policyholder renews their policy in subsequent years; and b) one-time consulting fees that can vary widely on a quarterly basis by identifying policies available for sale, valuing these policies, and negotiating terms with sellers and buyers. Refer to Note 13, Fair Value Measures for additional information on the composition of revenue from life insurance policies. Insurance commissions revenue is new in 2025 due the Company acquiring NIB and AccuQuote. Refer to Note 3, Business Combinations for additional information.

The realized and unrealized gain activity is mainly due to the Company’s expanded capital base and deployment capacity following two major financing events: a $90 million equity raise in November 2024, a $100 million debt facility acquired in December 2024, and a $50 million delayed draw financing in September 2025. The additional capital enabled the Company to acquire a larger portfolio of life insurance policies, with a substantial portion sold during the year ended December 31, 2025 to investors seeking uncorrelated assets. The average realized gain per policy sold also improved markedly, rising from 24.9% for the year ended December 31, 2024 to 32.5% for the year ended December 31, 2025. This reflects increased institutional demand for life settlement policies as uncorrelated assets, creating more favorable pricing conditions for the Company’s portfolio trades. During the year ended December 31, 2025, the Company sold approximately 68% of the policies that were on the balance sheet as of December 31, 2024 and redeployed a majority of that capital to purchase additional policies. In the quarter ended December 31, 2025, the Company’s weighted average discount rate was 13%, which is based on the historical and current realized gains on policies sold, risk score, duration, and current demand for uncorrelated assets. Refer to Note 4, Revenues and Note 13, Fair Value Measurements to the consolidated Financial Statements for additional information.

Technology Services

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Technology services revenue increased by $683,557 for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is mainly due technology service revenue activity having commenced in December 2024 and the increase customers and corresponding lives tracked increasing to approximately 2.8 million lives as of December 31, 2025 compared to approximately 0.7 million lives tracked as of December 31, 2024.

Cost of Revenues (Excluding Depreciation and Amortization) and Gross Profit

Cost of revenues (including stock-based compensation) increased by $17,486,301, or 153.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase in cost of revenues is primarily due to $8,394,591 asset management retrocession fees, $7,207,612 increase related to compensation expenses, and $1,576,859 in origination commissions due to the growth in life policy activity (refer to the Key Business Metrics section below) and newly acquired businesses (refer to Note 3, Business Combinations for additional information). Refer to Note 2, Summary of Significant Accounting Policies for the composition of cost of revenues.

Gross profit increased by $105,827,549, or 105.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase in gross profit is primarily due to the increase in asset management revenue and life solutions revenue driven by an increase in policies purchased and sold. Refer to the Results of Operations—Segment Results section for additional information.

Operating Expenses

Sales and Marketing Expenses

Sales and marketing expenses increased by $5,518,869 or 60.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily related to an increase in advertising costs to support our life solutions growth strategy in addition to our acquired businesses.

General and Administrative (Including Stock-Based Compensation) Expenses

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General and administrative (including stock-based compensation) increased by $6,062,453, or 7.4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is primarily related to increases in payroll expense of $14,331,899 mainly due to increase in staffing due to acquisitions, legal and professional fees of $13,530,739 incurred in connection with various projects, and other general and administrative expenses of $7,133,714, partially offset by decreases in non-cash stock-based compensation expense of $28,208,452 due to the early vesting of the CEO’s restricted stock in the fourth quarter of 2024.

Depreciation and Amortization Expense

The increase of $10,694,956, or 135.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024 in depreciation and amortization expense is primarily related to the amortization of acquired businesses intangible assets.

Unrealized Loss (Gain) on Equity Securities, at Fair Value

Unrealized gain on investments decreased by $(238,012) or (100.0)% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The change is mainly due to investments in S&P 500 options sold in 2024.

Realized Loss (Gain) on Equity Securities, at Fair Value

Realized gain on investments decreased by $2,341,066 or (100.0)% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The change is mainly due to the sale of investments in S&P 500 options in June and December 2024 used to pay off the market-indexed notes between July 2024 and January 2025.

(Gain) Loss on Change in Fair Value of Debt

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Gain on change in fair value of debt increased by $(8,197,454) or (169.5)% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The change is primarily attributable to the payoff of the market-indexed notes. The Company’s final paid amount to the debt holders was less than the fair value amount reported, resulting in the reported gain. The Company had the contractual right to pay off the debt at par value, and the fair value of the debt at retirement was different from its par value (due to the prevailing interest rate at the end of each reporting period, amongst other factors). Please refer to Note 14, Long-Term Debt for further information.

Other Income (Expense)

Other income increased by $587,799 or 1545.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The change is primarily related to lending fees discussed in Note 9, Other Investments and Other Assets, partially offset by losses in foreign exchange conversions.

Interest expense increased by $(20,514,251) or 112.2% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase in interest expense is primarily related to the $100,000,000 issuance of the Senior Secured Credit Facility borrowed in December 2024, to the $50,000,000 delayed draw borrowed in September 2025 that was available under the Senior Secured Credit Facility, and the $72,727,075 increase in the Fixed Rate Senior Unsecured Notes in connection with the Carlisle Acquisition borrowed in December 2024.

Interest income increased by $1,462,306 or 61.0% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase in interest income is related to interest earned on our bank deposits.

The loss on change in fair value of warrant liability decreased by $997,847 or (36.9)% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The change is primarily attributable to the redemption of all the Private Placement Warrants offset by the issuance of common stock. Refer to Note 13, Fair Value Measurements for additional information.

Income Tax Expense

Income tax expense increased by $9,949,383, or 181.4% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by the increase in net income. Our effective income tax rate for the year ended December 31, 2025 and for the year December 31, 2024, was 29.3% and (28.2)%, respectively.

Results of Operations—Segment Results

Asset Management

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The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies.

Cost of revenue from our asset management segment increased by $11,959,664, or 630.5%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to retrocession fees related to the Longevity and ETF Funds.

The change of gross profit is a product of the change of revenue and cost of revenue.

Assets Under Management

[1] Recurring revenues generated are eliminated in consolidation.

The Company did not have assets under management until the fourth quarter of 2024.

Longevity Funds—The change in inflows are related to new subscriptions of approximately $604.0 million. The outflows are related to redemptions of approximately $54.4 million. The change in value of approximately $(128.4) million is the result of realized and unrealized gains generated by the funds, net of operating expenses.

ETF Funds—The change in inflows are related to new subscriptions of approximately $272.6 million. The outflows are related to redemptions of approximately $264.7 million. The change in value of approximately $64.0 million is the result realized and unrealized gains generated by the funds, net of operating expenses.

Life Solutions

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The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies.

Cost of revenue from our life solutions segment increased by $3,654,581, or 39.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, mainly due to an increase in compensation related expenses.

The change of gross profit is a product of the change of revenue and cost of revenue.

Technology Services

The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2, Summary of Significant Accounting Policies.

Cost of revenue from our technology services segment increased by $1,872,056, or 803.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, mainly due to compensation related expenses. Our technology service revenue and related cost of revenue activity commenced in December 2024.

The change of gross loss is a product of the change of revenue and cost of revenue.

Non-GAAP Financial Measures and Key Business Metrics

The consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and are prepared in accordance with U.S. GAAP. We monitor key business metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions. We have presented the following non-GAAP measures, their most directly comparable GAAP measure, and key business metrics:

Adjusted Net Income, Adjusted EPS, Adjusted EBITDA and Adjusted EBITDA Margin, are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, net income (loss) (for Adjusted EBITDA and Adjusted EBITDA Margin), net income (loss) attributable to common stockholders (for Adjusted Net Income) or earnings (loss) per share (for Adjusted EPS), which are considered to be the most directly comparable GAAP measures. These non-GAAP financial measures

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have limitations as analytical tools, and when assessing Company’s operating performance, these non-GAAP financial measures should not be considered in isolation or as substitutes for net income (loss), net income (loss) attributable to common stockholders, earnings (loss) per share or other consolidated statements of operations and comprehensive income (loss) data prepared in accordance with GAAP.

Adjusted Net Income is presented for the purpose of calculating Adjusted EPS. The Company defines Adjusted Net Income as net income (loss) attributable to common stockholders adjusted for non-controlling interest income, amortization, change in fair value of warrants, business acquisition costs and special legal costs, and non-cash stock-based compensation and the related stock-based limitation tax effect before the estimated tax effect. The estimated tax effect to adjusted net income is based on the Company’s U.S. based federal and state statutory tax rates. We believe that Adjusted Net Income provides an additional measure of operating performance that eliminates the impact of expenses that do not relate to business performance.

Adjusted EPS measures our per share earnings and is calculated as Adjusted Net Income divided by adjusted weighted-average shares outstanding. We believe that Adjusted EPS may be useful to investors because it enables them to better evaluate per share operating performance across reporting periods by eliminating the impact of expenses that do not relate to the Company’s business performance.

Adjusted Net Income and Adjusted EPS

The following table presents a reconciliation of Adjusted Net Income to the most comparable GAAP financial measure, net income (loss) attributable to common stockholders and Adjusted EPS to the most comparable GAAP financial measure, earnings per share, on a historical basis for the periods indicated below:

[1] Tax impact represents the permanent difference in tax expense related to the restricted stock awards granted to certain executives due to IRC 162(m) limitations.

[2] The estimated tax is based on the net federal and state statutory rate.

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Note: Totals may not add up due to rounding.

The change in adjusted net Income was primarily a result of the factors described in connection with operating revenues and operating expenses and the items listed above.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is net income adjusted for depreciation expense, amortization, interest expense, income tax, business acquisition costs and special legal costs, non-cash expenses, and certain other items that in our judgment significantly impact the period-over-period assessment of performance and operating results that do not directly relate to business performance within the Company's control. These items may include payments made as part of the Company's expense support commitment, change in fair value of debt, change in fair value of warrant liability, S&P 500 options that were entered into as an economic hedge related to the debt (described as the realized and unrealized gain on equity securities, at fair value), non-cash stock based compensation, and other items. Adjusted EBITDA should not be determined as substitution for net income (loss), cash flows from operating, investing, and financing activities, operating income (loss), or other metrics prepared in accordance with U.S. GAAP.

We believe that Adjusted EBITDA assists investors in understanding the Company’s ongoing operating performance by presenting comparable financial results between periods. We believe that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes, and certain other charges that are variable from year to year. We believe that Adjusted EBITDA provides our investors with performance measures that reflect the impact to operations from trends in changes in revenue, policy values, and operating expenses that provides a perspective not immediately apparent from net income (loss) and operating income (loss). Adjusted EBITDA excludes items which we believe may cause short-term fluctuations in net income (loss) and operating income (loss) which we do not consider to be the primary drivers of the Company’s business.

The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most comparable GAAP financial measure, net income (loss), on a historical basis:

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The change in adjusted EBITDA was primarily a result of the factors described in connection with operating revenues and operating expenses and the items listed above.

Pro Forma Non-GAAP Financial Measures and Segment Results

Pro Forma Adjusted Net Income and Pro Forma Adjusted EPS

Refer to the Adjusted Net Income and Adjusted EPS section for the description of this measure and comparable GAAP measures. The year ended December 31, 2024 includes Carlisle’s historical information prior to the Carlisle Acquisition.

The following table presents a reconciliation of Pro Forma Adjusted Net Income to the most comparable GAAP financial measure, net income (loss) attributable to the Company and Pro Forma Adjusted EPS to the most comparable GAAP financial measure, earnings (loss) per share combined with Carlisle on a historical basis for the periods indicated below:

[1] Tax impact represents the permanent difference in tax expense related to the restricted stock awards granted to certain executives due to IRC 162(m) limitations.

[2] The estimated tax is based on the net federal and state statutory rate.

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Note: Totals may not add up due to rounding.

The pro forma change in adjusted EBITDA was primarily a result of the non-pro forma factors described in connection with operating revenues and operating expenses and the items listed above adjusted to remove approximately $8 million in incurred business acquisition costs incurred and approximately 9.2 million common shares issued in connection with the Carlisle Acquisition and add back approximately $4 million in Carlisle net income for the year ended December 31, 2024.

Pro Forma Adjusted EBITDA

Refer to the Adjusted EBITDA section for the description of this measure and comparable GAAP measures. The year ended December 31, 2024 combines Carlisle historical information prior to the Carlisle Acquisition.

The following table presents a reconciliation of Proforma Adjusted EBITDA and Proforma Adjusted EBITDA Margin to the most comparable GAAP financial measure, net income (loss) for common stockholders combined with Carlisle on a historical basis for the periods indicated below:

The pro forma change in adjusted EBITDA was primarily a result of the non-pro forma factors described in connection with operating revenues and operating expenses and the items listed above adjusted to remove approximately $8 million in incurred business acquisition costs and approximately $3 million in additional interest expense incurred in connection with the Carlisle Acquisition and add back approximately $4 million in Carlisle net income for the year ended December 31, 2024.

Pro Forma Segment Revenue

The table below summarizes the combined results of operations for the Company and Carlisle in connection with the Carlisle Acquisition as if the Companies were combined for the year ended December 31, 2024. The unaudited supplemental pro forma financial information related to the asset management segment as presented below is for illustrative purposes only and does not purport to

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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.

Key Business Metrics

We monitor the following key business metrics:

•Revenue generated from life policies: (i) policies sold, matured, and bought, (ii) realized gains, (iii) revenues from maturities, (iv) net death benefit value of policies held, (v) turnover ratio, and (vi) holding period. The number of policies sold and purchased helps us measure the level of trading activity for the period that leads to realized and unrealized gains, respectively. Realized gains on sold policies and revenues from maturities is used to measure our profit optimization. The net death benefit of policies represents the maximum potential maturity revenue realization on policies held. The turnover ratio measures our capital efficiency with a higher number generally correlating to growth in realized gains. The holding period is based on the weighted average age of life settlement policies, which tracks our ability to make hold or trade decisions that enhance realized gains.

•Asset management revenue: (i) assets under management also referred to as the net asset value of funds (“AUM” or “NAV”). AUM drives management fees and performance fees generated by the Company.

•Servicing revenue: (i) number of policies serviced, (ii) face value of policies serviced, and (iii) total invested dollars. Servicing revenue involves the provision of services for maintaining the policy, managing processing of claims in the event of death of the insured, and ensuring timely payment of optimized premiums computed to derive maximum return on maturity of the policy. The number of policies and the face value of policies serviced represents the volume and dollar face value of policies over which the above services are performed. Total invested dollars represent the acquisition cost plus premiums paid for serviced policies and is used to determine servicing fees.

•Origination revenue: Origination revenues represent fees negotiated for each purchase and sale of a policy with an investor. The number of policy originations (i) represents the volume of policies over which the above origination services are performed. The number of policy originations directly correlates with origination revenues allowing management to evaluate fees earned upon each transaction.

Information regarding policies accounted for under the fair value method is as follows:

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[1] - 2025 includes 5 policies and 2024 includes 7 policies within the rescission period that are recorded in contract liabilities on the Company’s consolidated balances sheets. Refer to Note 4, Revenue for additional information.

[2] - The Company will report the turnover ratio and holding periods on a prospective basis.

Note: Realized gains represent the difference between the sale price of life insurance policies or the net death benefit of matured life insurance policies, net of the original cost of the corresponding life settlement policy plus related lifetime continuing costs (e.g., premium costs) (together all costs associated with life insurance policies are “Lifetime Carrying Costs”). The average realized gain on policies sold represents realized gains as a percentage of related Lifetime Carrying Costs of sold life insurance policies. There were no significant differences in the weighted average realized gains from life settlement policies sold to external- or related-parties for the years ended December 31, 2025 and 2024. Refer to Note 19, Related-Party Transactions for additional information.

Information regarding policies accounted for under the investment method is as follows:

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Note: Realized gains represent the difference between the sale price of life insurance policies or the net death benefit of matured life insurance policies, net of the original cost of the corresponding life settlement policy plus related lifetime continuing costs (e.g., premium costs) (together all costs associated with life insurance policies are “Lifetime Carrying Costs”). The average realized gain on policies sold represents realized gains as a percentage of related Lifetime Carrying Costs of sold life insurance policies.

Information regarding originations revenue, management fees, and servicing revenue is as follows:

[1] For the year ended December 31, 2025, LMA and LMA subsidiaries comprised 836 of the policies serviced, $1,116,976,458 face value of the policies serviced, and $396,408,458 of the total invested dollars. For the year ended December 31, 2024, LMA and LMA subsidiaries comprised 692 of the policies serviced, $1,256,687,123 face value of the policies serviced, and $301,311,031 of the total

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invested dollars. All servicing revenues related to LMA or LMA subsidiaries are eliminated in consolidation.

Liquidity and Capital Resources

The Company finances its operations primarily through cash generated from operations and net proceeds from debt or equity financing. The Company actively manages its working capital and the associated cash requirements when servicing and originating policies while also effectively utilizing cash and other sources of liquidity to purchase additional life settlement policies. As of December 31, 2025 and December 31, 2024, our principal source of liquidity was cash and cash equivalents totaling $38,112,332 and $131,944,282, respectively.

Our future capital requirements will depend on many factors, including our revenue growth rate. The Company. may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, and technologies. The Company may seek additional equity or debt financing.

In December 2023, April 2025, June 2025, and November 2025 the Company’s Board of Directors approved a $15,000,000, $15,000,000, $20,000,000, and $10,000,000 repurchase plans, respectively, that will expire in May 2027. As of December 31, 2025, $4,191,405 remains available for repurchases under the approved plan. Refer to Note 15, Convertible Preferred Stock and Stockholders’ Equity for additional information.

Refer to Note 13, Fair Value Measurements and Note 15, Convertible Preferred Stock and Stockholders’ Equity for disclosures related to the Company’s conversion of all Private Placement Warrants and Public Warrants in a non-cash exchange for the Company’s common stock, respectively.

We believe that our current cash and cash equivalents as well as cash generated from operations will be sufficient to support our operating and debt service needs for the 12 months following the filing of this Yearly Report on Form 10-K.

Cash Flows from our Operations

The following table summarizes our cash flows for the periods presented:

Operating Activities

During the year ended December 31, 2025, our operating activities used $(25,680,465) of net cash compared to $(208,810,444) of net cash used from operating activities during the year ended December 31, 2024. The decrease of $183,129,979 in net cash used from operating activities was primarily due to $138,273,092 decrease in net life settlement purchases, $62,229,989 increase in net income, and $12,089,507 related to change in various operating asset and liability accounts, offset by $(22,422,020) increase in interest paid and $(7,040,589) increase in taxes paid.

Investing Activities

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During the year ended December 31, 2025, investing activities used $(23,278,737) of net cash compared to $(4,955,290) net cash used during the year ended December 31, 2024. The increase of $(18,323,447) in net cash used in investing activities was primarily related to $(12,499,569) purchases of investments and to $(6,217,105) in business acquisitions net of cash acquired. Refer to Note 3, Business Combinations for additional information.

Financing Activities

During the year ended December 31, 2025, financing activities used $(44,872,748) of net cash compared to $320,121,348 of net cash provided during the year ended December 31, 2024. The decrease of $(364,994,096) in net cash provided by financing activities is primarily due to $(181,702,400) decrease in net proceeds received from our follow-on stock issuances that did not reoccur, $(122,426,686) decrease in issued debt, $(33,041,383) increase in share repurchases, $(20,121,464) increase in debt repayments, $(19,550,571) payment of dividends, $(6,852,206) decrease in cash received from public warrant conversions that did not reoccur, partially offset by $11,339,341 decrease in stock issue costs and $6,000,374 decrease in debt issue costs.

Contractual Obligations and Commitments

Refer to the following notes in our Interim Financial Statements for a list of contractual obligations and commitments:

•Note 12, Commitments and Contingencies for a list of commitments and contingencies.

•Note 14, Long-Term Debt for a list of outstanding debt, related interest rates, and maturity dates.

•Note 20, Leases for our outstanding lease obligations.

Critical Accounting Policies and Estimates

The Company prepared its consolidated financial statements in accordance with GAAP. Our preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and related disclosures at the date of the financial statements, as well as revenue and expense recorded during the reporting periods. The Company evaluates its estimates and judgments on an ongoing basis. The Company bases its estimates on historical experience and or other relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ materially from management’s estimates. Refer to Note 2, Summary of Significant Accounting Policies to our consolidated financial statements for further information related to our critical accounting policies and estimates, which are as follows:

Valuation of Life Insurance Policies—including how the Company accounts for its holdings of life insurance settlement policies at fair value in accordance with ASC 325-30, Investments in Insurance Contracts and ASC 820, Fair Value Measurements and Disclosures. The Company's valuation of life settlements are considered Level 3, as there is currently no active market where the Company is able to observe quoted prices for identical assets. The Company’s valuation model incorporates significant inputs that are not observable. Refer to Note 5, Life Insurance Settlement Policies and Note 13, Fair Value Measurements to the consolidated financial statements for further discussion.

Valuation of Goodwill and Other Intangible Assets—including how the Company determines the fair value of goodwill and other intangible assets and reporting units, and how the Company determines when an impairment loss should be recorded. During the fourth quarter of 2025, we conducted our annual goodwill impairment test and did not record any impairment charges. The estimated fair values of our reporting units exceeded their carrying amounts at the date of their most recent estimated fair value determination. During 2025, we evaluated our other intangible assets for impairment and did not record any impairment charges. Refer to Note 3, Business Combinations and Note 7, Goodwill and Other Intangible Assets to the consolidated financial statements for further discussion.

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Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies to the consolidated financial statements.

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