Sec Form 4 Filing - McCauley William Hugh JR @ Abacus Life, Inc. - 2024-02-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McCauley William Hugh JR 2. Issuer Name and Ticker or Trading Symbol Abacus Life, Inc. [ ABL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 2101 PARK CENTER DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2024 (Street) ORLANDO, FL32835 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 1 ) 02/13/2024 A 12,000 ( 2 ) ( 2 ) Common Stock 12,000 ( 1 ) 12,000 D Restricted Stock Unit ( 3 ) ( 3 ) ( 3 ) Common Stock 500,000 500,000 D Non-Qualified Stock Option (Right to Buy) $ 12.37 02/13/2024 A 38,363 ( 2 ) 02/13/2034 Common Stock 38,363 $ 0 38,363 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McCauley William Hugh JR 2101 PARK CENTER DRIVE, SUITE 200 ORLANDO, FL32835 Chief Financial Officer Signatures /s/ William Hugh McCauley, Jr. 02/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the right to receive, at settlement, one share of the Company's common stock. ( 2 )Vest equally on each of the first three (3) anniversaries of the grant date. ( 3 )On October 26, 2023, the Issuer awarded the Reporting Person 500,000 time-based Restricted Stock Units ("RSUs"), ten percent (10%) of which will vest on Jul 3, 2024, and the remaining ninety percent (90%) of which will vest on July 3, 2026, subject to the terms and conditions of the Issuer's 2023 Long-Term Equity Compensation Incentive Plan (the "Plan") and the RSU award agreement. Upon vesting, each RSU shall be converted to an equivalent number of shares of the Issuer's common stock (or, at the Issuer's option, its cash equivalent).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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