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CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | 9 Months Ended
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Sep. 30, 2025
Equity [Abstract] |
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | 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 and outstanding. Holders of the Company’s common stock are entitled to one vote for each share. As of September 30, 2025, there were 104,430,882 shares of common stock issued, of which 97,704,800 are outstanding and 6,726,082 shares were held as 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. 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 September 30, 2025, the Company had no public warrants (“Public Warrants”) outstanding, which were accounted for as equity instruments. 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 and on June 5, 2025, the Company’s Board of Directors authorized the Company to repurchase up to an additional $15,000,000 and $20,000,000, respectively, extending the term of the program by 18 months to December 2026. As of September 30, 2025, $— remained available for repurchase under the stock repurchase programs. The following table summarizes stock repurchase activity under our stock repurchase program:
|  | Total Number of Shares Purchased |  | Cost of Shares Repurchased |  | Average Price Paid per Share
As of December 31, 2024 |  | 1,048,226 |  |  | $ | 12,025,137 |  |  | $ | 11.61 |
January 1, 2025 to January 31, 2025 |  | — |  |  | — |  |  | — |
February 1, 2025 to February 29, 2025 |  | — |  |  | — |  |  | — |
March 1, 2025 to March 31, 2025 |  | — |  |  | — |  |  | — |
April 1, 2025 to April 30, 2025 |  | 1,763,303 |  |  | 14,023,198 |  |  | 7.98 |
May 1, 2025 to May 31, 2025 |  | 477,223 |  |  | 4,083,214 |  |  | 8.57 |
June 1, 2025 to June 30, 2025 |  | 2,840,951 |  |  | 16,945,369 |  |  | 5.99 |
July 1, 2025 to July 31, 2025 |  | 596,379 |  |  | 3,192,124 |  |  | 5.35 |
August 1, 2025 to August 31, 2025 |  | — |  |  | — |  |  | — |
September 1, 2025 to September 30, 2025 |  | — |  |  | — |  |  | — |
As of September 30, 2025 |  | 6,726,082 |  |  | $ | 50,269,042 |  |  | $ | 8.06 |

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