🗳️ What This Document Is

This is a Proxy Statement (DEF 14A), which is essentially an annual meeting "how-to" guide for stockholders. Think of it as the comprehensive package that lays out everything you need to know before voting at the annual meeting. 📋

The document was filed by Abacus Global Management, Inc., and it informs shareholders about the upcoming 2026 Annual Meeting of Stockholders. This statement describes the matters that will be voted on, who is running for board seats, and key corporate governance updates.

• The Event: The 2026 Annual Meeting of Stockholders is scheduled for June 3, 2026, at 4:00 p.m. Eastern Time.
• Attendance: The meeting will be conducted virtually via live audio webcast. Stockholders must use the provided online link (www.virtualshareholdermeeting.com/ABX2026) and their 16-digit control number to participate.
• Key Date: The Record Date (the cutoff for determining who gets to vote) is April 20, 2026.

🏢 What Abacus Global Management Does

Abacus Global Management, Inc. is a Delaware corporation operating in the financial services and life settlements industry. 👉 In simple terms, the company is involved in the management of funds and services related to longevity and senior finance.

The company’s leadership structure involves senior management and board oversight, with the CEO and Chairman of the Board being Jay Jackson. The management structure emphasizes aligning senior leaders’ interests with the long-term equity value of the company.

🗓️ Annual Meeting Logistics and Voting Proposals

The Proxy Statement outlines five specific proposals that shareholders must vote on. Knowing these proposals is critical, as they determine the company’s governance, leadership, and financial direction.

Five Proposals Up For Vote:

1. Election of Class III Directors: Electing two Class III directors, Jay Jackson and Thomas W. Corbett, Jr.
2. Ratification of Independent Auditor: Approving KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
3. LTIP Approval: Approving the Abacus Global Management, Inc. 2026 Long-Term Equity Incentive Plan (2026 LTIP).
4. Say-on-Pay: Providing an advisory vote on the compensation of the named executive officers.
5. Say-on-Pay Frequency: Providing an advisory vote on the frequency of future Say-on-Pay votes (the board recommends "Every 3 Years").

👉 Why it matters: Since these are mandatory proposals, your vote is needed to signal approval or disagreement on core issues ranging from management pay to who audits the company's books.

👑 Board Structure and Governance Oversight

The board of directors has established several committees to ensure effective oversight of the company. Governance standards are key to maintaining investor trust, and the board reports that it is working to align its interests with those of the stockholders.

• Committee Makeup: The Audit, Compensation, and Nominating and Corporate Governance Committees are composed entirely of "independent directors" (meaning they don't have material ties to management), which meets strict NYSE listing rules.
• The Audit Committee: This committee is responsible for overseeing the financial reporting process, reviewing the financial and accounting controls, and approving the independent public accounting firm. Members include Mary Beth Schulte (Chair), Karla Radka, and Cornelis Michiel van Katwijk.
• The Compensation Committee: This committee reviews and makes recommendations regarding executive compensation, ensuring alignment with the company’s long-term goals. Members include Mary Beth Schulte (Chair), Karla Radka, and Cornelis Michiel van Katwijk.
• The Nominating and Corporate Governance Committee: This committee handles identifying qualified director candidates and overseeing succession planning for the CEO. Mary Beth Schulte, Karla Radka (Chair), and Thomas W. Corbett, Jr. are members.
• Leadership Structure: Jay Jackson serves as both the Chairman of the Board and the Chief Executive Officer (CEO). The board notes that retaining this combined role allows for a unified message to stakeholders.

📈 Director Elections and Biographical Info

The company uses a staggered board structure, meaning directors serve overlapping terms. The meeting focuses on electing the two Class III directors.

• Nominees: The nominees are Jay Jackson and Thomas W. Corbett, Jr., for Class III director roles.
• Term: If elected, these directors will serve until the annual meeting of stockholders in 2029.
• Director Roles:
  • Jay Jackson (Nominee): He is described as an industry thought leader in longevity and senior finance. He brings 20 years of experience in the financial services and life settlement industry and has served as a director since July 2023.
  • Thomas W. Corbett, Jr. (Nominee): He brings extensive leadership experience, having served as the Governor of Pennsylvania and as Pennsylvania’s Attorney General. He has been a director since July 2023.
• Continuing Directors: The board also lists continuing directors for the Class I (Sean McNealy, Adam Gusky) and Class II (Cornelis Michiel van Katwijk, Mary Beth Schulte, Karla Radka) classes, whose terms expire in 2027 and 2028, respectively.

💼 Independent Audit Firm Change

A major point of the proxy is the transition of the company’s external accountant. This shows a shift in who is scrutinizing the company’s books.

• The Change: The Audit Committee approved the dismissal of Grant Thornton LLP as the independent registered public accounting firm, effective March 16, 2026.
• The Successor: KPMG LLP has been selected to replace Grant Thornton and will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• Financial Detail (Fees): The fees for services illustrate the transition:
  • Grant Thornton (2025): Total fees were $967 thousand.
  • Grant Thornton (2024): Total fees were $970 thousand.
  • Note: The fees listed are only for the period prior to the change in auditor.
• Governance: While the bylaws do not require stockholder ratification, the Audit Committee is submitting the change to KPMG for ratification as a matter of good corporate governance.

📜 Corporate Guidelines and Policies

The company maintains several formalized guidelines to govern its internal operations, protecting both the company and the shareholders.

• Insider Trading Policy: This policy is highly restrictive, prohibiting officers, directors, and employees (Covered Persons) from trading in the company’s securities if they possess material nonpublic information. It also prohibits activities like short sales, hedging, or pledging company securities as collateral without explicit clearance.
• Ethical Guidelines: The company has adopted a written code of business conduct and ethics, which applies to all employees, officers, and directors.
• Corporate Governance Guidelines: These guidelines formalize best practices regarding board composition, committee operations, and succession planning, ensuring board decisions are independent from day-to-day management.

📊 Shareholder Ownership Concentration

This section identifies who holds the largest stakes in the company. Understanding the concentration of ownership is key to assessing control and shareholder support.

• Total Outstanding Shares: As of April 20, 2026, there were 95,616,386 shares of Common Stock outstanding.
• Top Holders (Over 5%):
  • K. Scott Kirby: Holds 13.1% of the company's stock (12,610,037 shares).
  • East Asset Management, LLC: Holds 12.6% of the company's stock (12,140,778 shares).
  • Matthew Ganovsky: Holds 9.0% of the company's stock (8,676,784 shares).
• Internal Holders: The collective group of all directors and executive officers holds 46.4% of the company's stock.

💡 Administrative and Contact Information

If you have specific questions about the meeting, governance, or voting process, the filing provides clear instructions on who to contact.

• Corporate Secretary: All correspondence should be directed to the Corporate Secretary at 2101 Park Center Drive, Suite 200, Orlando, Florida 32835.
• General Inquiries: You can write or inquire by email to [email protected], or by telephone at (800) 561-4148.
• Voting Instructions: For voting questions, the company urges shareholders to use the internet (www.proxyvote.com) or call 1-800-690-6903.

🧠 The Analogy

Voting at an annual meeting is like electing the maintenance crew for a large, shared facility (the company). You aren't voting on whether the building is popular, but you are voting on who will be in charge of the day-to-day maintenance (the executives) and who will supervise those maintenance crews (the board and committees). When a company changes its auditor (like switching accounting firms), it's like hiring a new building inspector; the old inspector is dismissed, and the new one (KPMG) must be vouched for by the board.

🧩 Final Takeaway

This Proxy Statement is a highly procedural document designed to guide shareholders through mandatory votes on governance, leadership, and financial oversight. The key actions for investors are noting the committee structures, the election of Class III directors, and the change in the independent auditing firm to KPMG LLP.