Tiptree Inc SEC Filings

Tiptree Inc. (TIPT) called a virtual special meeting for December 3, 2025 to seek stockholder approval of a merger in which a DB Insurance Co., Ltd. subsidiary will merge with The Fortegra Group, Inc., making Fortegra a wholly owned subsidiary of DB Insurance. The board unanimously recommends voting FOR.

Tiptree estimates receiving approximately $1.12 billion in cash upon consummation, subject to “Leakage” adjustments and assuming closing before June 1, 2026. If closing occurs after June 1, 2026, Fortegra equityholders are entitled to additional consideration calculated at 10% per annum on $1,650,000,000 for days after that date. Purchaser expects to fund about $1.68 billion with cash on hand. Tiptree plans to use proceeds for general corporate purposes, debt repayment, and potential buybacks/dividends.

Approval requires the affirmative vote of a majority of all votes entitled to be cast; failure to vote or abstentions count as AGAINST the Merger Proposal. As of October 30, 2025, shares outstanding were 37,823,734. Under specified circumstances, a termination fee of $49,500,000 or a $8,250,000 Stockholder Vote Failure Fee may be payable. Tiptree stockholders have no appraisal rights and are not expected to have U.S. federal tax consequences from this corporate action. Required approvals include HSR, CFIUS, multiple U.S. state and non-U.S. insurance regulators, and the Financial Services Commission of South Korea.

Tiptree Inc. filed its Quarterly Report for the period ended September 30, 2025. The filing highlights a proposed Merger under which DB Insurance Co., Ltd. would acquire Fortegra for $1.65 billion in cash, pursuant to a Merger Agreement dated September 26, 2025. The company notes risks related to completing the transaction and potential business disruptions around the process.

Balance sheet metrics show growth across key categories. Total investments were $1,620,999 thousand as of September 30, 2025, compared with $1,350,963 thousand as of December 31, 2024. Cash and cash equivalents were $366,087 thousand as of September 30, 2025, versus $320,067 thousand as of December 31, 2024. Insurance-related balances also increased, including reinsurance recoverable of $1,345,662 thousand and prepaid reinsurance premiums of $1,100,965 thousand as of September 30, 2025.

Shares outstanding were 37,823,734 as of October 28, 2025.

Tiptree Inc. (TIPT) reported its results of operations for the nine months ended September 30, 2025, via a furnished press release. The company also declared a cash dividend of $0.06 per share, with a record date of November 17, 2025 and a payment date of November 24, 2025.

Tiptree posted a new investor presentation dated October 31, 2025, providing additional context alongside the results. The press release and presentation were furnished, not filed, and therefore are not subject to Section 18 liabilities nor incorporated by reference unless specifically stated.

Tiptree Inc. (TIPT) entered a Purchase Agreement to sell Reliance First Capital, LLC to Carrington Holding Company, LLC. The consideration equals 93.50% of Reliance’s Tangible Book Value at closing, adjusted for specified items, with an Estimated Cash Payment at closing reduced by purchase price and tax holdbacks.

Closing is subject to customary conditions, including required regulatory approvals and no governmental action prohibiting the deal. Either party may terminate if the transaction does not close by April 30, 2026, with a possible 30‑day extension solely for pending regulatory approvals. Fundamental Representations (other than Tax) survive six years; Tax Representations survive through the applicable statute of limitations plus 90 days. The parties agreed to mutual indemnities for breaches of Fundamental Representations and covenants, and Sellers indemnify for Tax Representations, all as limited in the agreement.