Tiptree Inc. (NASDAQ: TIPT) books big gain from 1,650,000 Fortegra divestiture
Tiptree Inc. reported results for the quarter ended June 30, 2026, reflecting a major strategic shift after selling its insurance and mortgage businesses. The company completed the sale of Reliance on May 1, 2026 for cash proceeds of 49,667 and the sale of Fortegra on May 29, 2026 for a purchase price of 1,650,000, generating an estimated after-tax gain of 372,240.
Net income attributable to common stockholders was 389,233 for the quarter and 403,479 for the first half of 2026, driven by 395,682 of income from discontinued operations in the quarter. Continuing operations produced a net loss of 6,449 for the quarter and 13,588 year-to-date, with no revenues and 18,048 of expenses in the first half. At June 30, 2026, Tiptree reported total assets of 1,134,117, cash and cash equivalents of 946,933, no short- or long-term debt, and stockholders’ equity of 907,123.
Positive
- Fortegra divestiture generated a large gain, with an estimated after-tax gain on disposal of 372,240 included in discontinued operations for the six months ended June 30, 2026.
- Balance sheet is highly liquid and debt-free, with cash and cash equivalents of 946,933 and both short-term and long-term debt reduced to 0 as of June 30, 2026.
- Strong reported profitability from divestitures, as net income attributable to common stockholders reached 389,233 for the quarter and 403,479 for the first half of 2026, largely from discontinued operations.
Negative
- None.
Filing Explained
Completed disposals leave Tiptree debt-free; 4,520,833 performance units remain unvested and $20,000 thousand of repurchase capacity was unused July 28.
This unaudited quarterly report records both disposals as completed and says Tiptree now has one operating segment; at
The filing also reports 4,520,833 unvested performance units tied to share-price milestones; these are not issued shares, and the company may issue shares or, if shares are unavailable, deliver cash when they vest.
During the six months ended
Key Figures
Key Terms
discontinued operations financial
assets held for sale financial
non-controlling interests financial
available for sale securities financial
Performance Restricted Stock Units financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Tiptree Inc. (TIPT) earnings for the quarter ended June 30, 2026?
How did the Fortegra sale impact Tiptree (TIPT) in the first half of 2026?
What were the key terms of Tiptree’s (TIPT) sale of Reliance in 2026?
What is Tiptree’s (TIPT) cash and debt position after the Fortegra and Reliance divestitures?
How many Tiptree (TIPT) shares are outstanding, and what buybacks occurred in 2026?
What dividends did Tiptree Inc. (TIPT) declare for the first half of 2026?
How did discontinued operations contribute to Tiptree (TIPT) results in 2026?
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number:
(Exact name of Registrant as specified in its charter)
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes
As of July 24, 2026, there were
Table of Contents
Tiptree Inc.
Quarterly Report on Form 10-Q
June 30, 2026
Table of Contents
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PART I. Financial Information |
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F-1 |
Item 1. Financial Statements (Unaudited) |
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F-3 |
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
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F-3 |
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 |
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F-4 |
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025 |
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F-5 |
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the periods ended June 30, 2026 and 2025 |
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F-6 |
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 |
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F-8 |
Notes to Condensed Consolidated Financial Statements |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. Controls and Procedures |
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PART II. Other Information |
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Item 1. Legal Proceedings |
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Item 1A. Risk Factors |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. Defaults Upon Senior Securities |
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Item 4. Mine Safety Disclosures |
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Item 5. Other Information |
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Item 6. Exhibits, Financial Statement Schedules |
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Signatures |
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Table of Contents
PART I. FINANCIAL INFORMATION
Forward-Looking Statements
Except for the historical information included and incorporated by reference in this Quarterly Report on Form 10-Q, the information included and incorporated by reference herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements include information about possible or assumed future events, discussion and analysis of our future financial condition, results of operations and our strategic plans and objectives. When we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions, we intend to identify forward-looking statements.
Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those described in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in this Quarterly Report on Form 10-Q and in our other public filings with the SEC.
The factors described herein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could affect our forward-looking statements. Consequently, our actual performance could be materially different from the results described or anticipated by our forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by the applicable law, we undertake no obligation to update any forward-looking statements.
Market and Industry Data
Certain market data and industry data included in this Quarterly Report on Form 10-Q were obtained from reports of governmental agencies and industry publications and surveys. The Company believes the data from third-party sources to be reliable based upon management’s knowledge of the industry, but have not independently verified such data and as such, make no guarantees as to its accuracy, completeness or timeliness.
Note to Reader
In reading this Quarterly Report on Form 10-Q, references to:
“Common Stock” or “Common Shares” means Tiptree’s common stock $0.001 par value per share.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fortegra” or “The Fortegra Group” means The Fortegra Group, LLC and its subsidiaries prior to June 21, 2022, and The Fortegra Group, Inc. on or after June 21, 2022.
“GAAP” means U.S. generally accepted accounting principles.
“NCI” means non-controlling interests.
“Reliance” means Reliance First Capital, LLC.
“Reliance Buyer” means Carrington Mortgage Services, LLC.
“Reliance Purchase Agreement” means the Purchase Agreement entered into on October 31, 2025, by and among Carrington Holding Company, LLC (“Former Buyer”), Tiptree, Reliance and Reliance Holdings, as amended by Amendment No. 1 to Reliance Purchase Agreement, dated as of December 5, 2025, replacing Former Buyer with Reliance Buyer.
“Reliance Sellers” mean Tiptree and Reliance Holdings.
“Sale” means the series of transactions pursuant to the Sale Agreement whereby Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Sale Agreement) and Merger Sub merged with and into Fortegra, with Fortegra being the surviving corporation, and as a result of which Purchaser was the sole stockholder of Fortegra.
“Sale Agreement” means that certain Agreement and Plan of Merger, dated September 26, 2025, by and among Tiptree, Fortegra, DB Insurance Co., Ltd. (“Purchaser”) and a subsidiary of Purchaser (“Merger Sub”) to be incorporated in Delaware following the date of the Sale Agreement and prior to the closing of the Sale.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“SOFR” means the Secured Overnight Financing Rate.
“Tiptree”, the “Company”, “we”, “its”, “us” and “our” means, unless otherwise indicated by the context, Tiptree Inc. and its consolidated subsidiaries.
“Tiptree Advisors” means collectively: Tiptree Advisors Holdings, L.P., Tiptree Advisors, LLC, Tiptree GP Holdings, LLC and Tiptree Holdings GP, LLC.
F-1
Table of Contents
“Tiptree Credit Agreement” means the Credit Agreement, dated as of February 7, 2025, among Tiptree, Tiptree Holdings, the lenders party thereto from time to time and Fortress Credit Corp., as administrative agent, collateral agent and lead arranger.
“Tiptree Holdings” means Tiptree Holdings LLC.
“Transition Services Agreement” means the Amended and Restated Transition Services Agreement between Tiptree Advisors and Tiptree Inc., effective as of January 1, 2019.
F-2
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
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December 31, |
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Assets held for sale (1) |
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Total assets |
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Liabilities and Stockholders’ Equity |
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Liabilities: |
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Current liabilities: |
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Short-term debt, net |
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Current tax payable |
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Total current liabilities |
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Liabilities held for sale (1) |
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Total liabilities |
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Stockholders’ Equity: |
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Preferred stock: $ |
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Total Tiptree Inc. stockholders’ equity |
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Non-controlling interests: |
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Fortegra preferred interests |
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Common interests |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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See accompanying notes to condensed consolidated financial statements.
F-3
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share data)
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Three Months Ended |
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Revenues: |
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Other revenue |
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Total revenues |
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Total expenses |
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Operating income (loss) before taxes |
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Income (loss) before taxes |
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Less: provision (benefit) for income taxes |
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Net income (loss) from continuing operations |
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Discontinued operations: |
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Income (loss) from discontinued operations (1) |
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Net income (loss) attributable to common stockholders |
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Net income (loss) from continuing operations per common share: |
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Net income (loss) from discontinued operations per common share: |
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Basic earnings per share |
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$ |
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Diluted earnings per share |
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Net income (loss) per common share: |
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Basic earnings per share |
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$ |
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$ |
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Weighted average number of common shares: |
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Basic |
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Dividends declared per common share |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
F-4
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in thousands)
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income (loss) attributable to common stockholders |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Change in unrealized gains (losses) on available for sale securities |
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Change in unrealized currency translation adjustments |
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Related (provision) benefit for income taxes |
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Other comprehensive income (loss), net of tax |
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Comprehensive income (loss) |
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Less: comprehensive income (loss) attributable to non-controlling interests |
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Comprehensive income (loss) attributable to common stockholders |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
F-5
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(in thousands, except share data)
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Common stock |
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Non-controlling interests |
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Accumulated |
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Total |
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Fortegra |
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Common |
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Total |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Amortization of share-based incentive compensation |
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— |
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Vesting of share-based incentive compensation |
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— |
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Shares repurchased |
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— |
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Non-controlling interest distributions |
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Removal of non-controlling interest upon sale of subsidiary |
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— |
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— |
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Common stock dividends declared |
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Other comprehensive income (loss), net of tax |
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— |
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— |
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|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||
Subsidiary preferred dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Balance at June 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Amortization of share-based incentive compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Vesting of share-based incentive compensation |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Shares repurchased |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Removal of non-controlling interest upon sale of subsidiary |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Common stock dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other comprehensive income (loss), net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Subsidiary preferred dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Balance at June 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||||||
F-6
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(in thousands, except share data)
|
|
Common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|||||||||||||||
|
|
Number |
|
|
Par |
|
|
Additional |
|
|
Accumulated |
|
|
Retained |
|
|
Total |
|
|
Fortegra |
|
|
Common |
|
|
Total |
|
|||||||||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Amortization of share-based incentive compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Vesting of share-based incentive compensation |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Common stock dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other comprehensive income (loss), net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Subsidiary preferred dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Amortization of share-based incentive compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Vesting of share-based incentive compensation |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|||
Common stock dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other comprehensive income (loss), net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Subsidiary preferred dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
See accompanying notes to condensed consolidated financial statements.
F-7
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating Activities: |
|
|
|
|
|
|
||
Net income (loss) attributable to common stockholders |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by (used in) operating activities |
|
|
|
|
|
|
||
Net realized and unrealized (gains) losses |
|
|
|
|
|
|
||
Non-cash compensation expense |
|
|
|
|
|
|
||
Amortization/accretion of premiums and discounts |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization expense |
|
|
|
|
|
|
||
Non-cash lease expense |
|
|
|
|
|
|
||
Deferred provision (benefit) for income taxes |
|
|
|
|
|
( |
) |
|
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Net income from discontinued operations |
|
|
( |
) |
|
|
( |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
(Increase) decrease in other assets |
|
|
( |
) |
|
|
|
|
Increase (decrease) in other liabilities and lease obligations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities from continuing operations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities from discontinued operations |
|
|
|
|
|
|
||
Net cash provided by (used in) operating activities |
|
|
|
|
|
( |
) |
|
Investing Activities: |
|
|
|
|
|
|
||
Purchases of investments |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales and maturities of investments |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities from continuing operations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) investing activities from discontinued operations |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
|
|
|
|
||
Financing Activities: |
|
|
|
|
|
|
||
Dividends paid |
|
|
( |
) |
|
|
( |
) |
Non-controlling interest (redemptions) contributions |
|
|
( |
) |
|
|
|
|
Cash (paid) received in connection with vested or exercised stock awards |
|
|
( |
) |
|
|
( |
) |
Payment of debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Proceeds from borrowings and mortgage notes payable |
|
|
|
|
|
|
||
Principal paydowns of borrowings and mortgage notes payable |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock and other changes in additional paid-in capital |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) financing activities from continuing operations |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) financing activities from discontinued operations |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash |
|
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – beginning of period - held for sale |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – end of period |
|
|
|
|
|
|
||
Less: Reclassification of cash to held for sale |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – end of period |
|
$ |
|
|
$ |
|
||
|
|
As of |
|
|||||
Reconciliation of cash, cash equivalents and restricted cash (1) |
|
June 30, |
|
|
December 31, |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed consolidated financial statements.
F-8
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
(1) Organization
Tiptree Inc. (together with its consolidated subsidiaries, collectively, Tiptree, the Company, or we) is a Maryland Corporation that was incorporated on March 19, 2007. Tiptree’s common stock trades on the Nasdaq Stock Market under the symbol “TIPT.” Tiptree is a holding company that allocates capital across a broad spectrum of businesses, assets and other investments.
For the three and six months ended June 30, 2026, the Chief Operating Decision Maker (“CODM”) was the Chief Executive Officer of the Company. For the three and six months ended June 30, 2025, the CODM was the Executive Committee of the Company.
On
On May 29, 2026, Tiptree completed the Agreement and Plan of Merger (the “Sale Agreement”) with DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea (“Purchaser”), and Fortegra, a Delaware Corporation and subsidiary of Tiptree. Pursuant to the Sale Agreement, Purchaser acquired Fortegra for a purchase price of $
(2) Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements of Tiptree have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and include the accounts of the Company and its subsidiaries. The condensed consolidated financial statements are presented in U.S. dollars, the main operating currency of the Company. The unaudited condensed consolidated financial statements presented herein should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, including normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, comprehensive income and cash flows for each of the interim periods presented. The results of operations for the three and six months ended June 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2026.
Non-controlling interests (NCI) on the condensed consolidated balance sheets represent the ownership interests in certain consolidated subsidiaries held by entities or persons other than Tiptree. Accounts and transactions between consolidated entities have been eliminated.
Recent Accounting Standards
Recently Adopted Accounting Pronouncements
Accounting Standard Update |
Description |
Adoption Date |
Impact on Financial Statements |
|
The amendments in this update provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. |
The amendments do
|
F-9
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
Recently Issued Accounting Pronouncements, Not Yet Adopted
Accounting Standard Update |
Description |
Adoption Date |
Impact on Financial Statements |
2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
|
The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of relevant expense and within which expense caption the relevant expense is presented on the face of the income statement within continuing operations. 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. |
The amendments in this update are effective for annual reporting periods beginning after December 15, 2026.
|
The Company is currently assessing the amendments and expects to adopt this guidance when required, with minimal impact to its financials and disclosures.
|
2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements |
The amendments in this Update clarify interim reporting disclosure requirements and improves the organization of existing guidance of Topic 270. |
The amendments in this update are effective for interim periods beginning after December 15, 2027. |
The Company is currently assessing the amendments and expects to adopt the guidance when required. The Company does not anticipate a material impact on its financial statements or disclosures. |
2025-12, Codification Improvements |
These amendments clean up outdated language, fix errors, clarify calculations and disclosures, update references, and improve consistency across GAAP, with numerous updates also affecting nonprofit and specialized accounting areas. The amendments are not expected to have a significant effect on current accounting practice. |
The amendments in this update are effective for annual reporting periods beginning after December 15, 2026. |
The Company is currently assessing the amendments and expects to adopt the guidance when required. The Company does not anticipate a material impact on its financial statements or disclosures. |
(3) Dispositions & Discontinued Operations
Dispositions
On
On
F-10
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
($ in thousands) |
As of |
|
|
|
June 30, 2026 |
|
|
Consideration |
$ |
|
|
Less: transaction expenses |
|
|
|
Net consideration |
|
|
|
Tiptree diluted ownership of Fortegra |
|
% |
|
Fair value of consideration received |
|
|
|
Less: Basis in Fortegra |
|
|
|
Gain subject to tax |
|
|
|
Less: Tax on gain |
|
|
|
Estimated gain on disposal |
$ |
|
|
Prior to their sale, the assets and liabilities of Fortegra and Reliance were classified as held for sale as of December 31, 2025. Upon completion of the sales in the three months ended June 30, 2026, the Company transferred control of the respective subsidiaries to the buyers and derecognized the related assets and liabilities from the Company’s condensed consolidated balance sheet.
Discontinued Operations
In connection with the sale of Fortegra and Reliance, the results of operations for these businesses are presented as discontinued operations in the condensed consolidated statements of operations for all periods presented. The results of discontinued operations include the operating results of Fortegra and Reliance through their respective disposal dates in the three months ended June 30, 2026, and the gain (loss) recognized upon disposition.
Fortegra
The following table presents details of Fortegra’s revenues and expenses of discontinued operations in the condensed consolidated statements of operations for the following periods:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earned premiums, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Service and administrative fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ceding commissions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Policy and contract benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commissions expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expenses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expenses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) before taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain (loss) on sale of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) before taxes (including sale) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: provision (benefit) for income taxes (3) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: net income (loss) attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) from discontinued operations after non-controlling interests |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
F-11
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
The following table represents a summary of cash flows related to discontinued operations included in the condensed consolidated statements of cash flows for the following periods:
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
|
|
$ |
( |
) |
|
Investing activities |
|
|
|
|
|
|
||
Financing Activities |
|
|
|
|
|
( |
) |
|
Effect of exchange rate changes on cash |
|
|
|
|
|
|
||
Net cash flows provided by (used in) discontinued operations |
|
$ |
|
|
$ |
|
||
Reliance
The following table presents details of Reliance’s revenues and expenses of discontinued operations in the condensed consolidated statements of operations for the following periods:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gains (losses) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment expense (2) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) before taxes |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Less: provision (benefit) for income taxes (3) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Net income (loss) from discontinued operations |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table represents a summary of cash flows related to discontinued operations included in the condensed consolidated statements of cash flows for the following periods:
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
( |
) |
|
$ |
|
|
Investing activities |
|
|
|
|
|
( |
) |
|
Financing Activities |
|
|
|
|
|
( |
) |
|
Net cash flows provided by (used in) discontinued operations |
|
$ |
|
|
$ |
( |
) |
|
(4) Marketable Securities
The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs to the extent possible to measure a financial instrument’s fair value. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability,
F-12
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
and are affected by the type of product, whether the product is traded on an active exchange or in the secondary market, as well as current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair value is estimated by applying the hierarchy discussed in Note (2) Summary of Significant Accounting Policies which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3 of the fair value hierarchy.
The Company’s fair value measurements are based primarily on a market approach, which utilizes prices and other relevant information generated by market transactions involving identical or comparable financial instruments. Sources of inputs to the market approach include third-party pricing services, independent broker quotations and pricing matrices. Management analyzes the third-party valuation methodologies and its related inputs to perform assessments to determine the appropriate level within the fair value hierarchy and to assess reliability of values. Further, management has a process in place to review all changes in fair value that occurred during each measurement period. Any discrepancies or unusual observations are followed through to resolution through the source of the pricing as well as utilizing comparisons, if applicable, to alternate pricing sources.
The Company utilizes observable and unobservable inputs within its valuation methodologies. Observable inputs may include: benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data. In addition, specific issuer information and other market data is used. Broker quotes are obtained from sources recognized to be market participants. Unobservable inputs may include: expected cash flow streams, default rates, supply and demand considerations and market volatility.
Available for Sale Securities, at fair value
U.S. Treasury Securities: Fair values were obtained from an independent pricing service and a third-party investment manager. The prices provided by the independent pricing service and third-party investment manager are based on quoted market prices, when available, non-binding broker quotes, or matrix pricing and fall under Level 2 or Level 3 in the fair value hierarchy.
Certificates of Deposit: The estimated fair value of certificates of deposit approximate carrying value and fall under Level 1 of the fair value hierarchy.
Equity Securities
The fair values of publicly traded common and preferred equity securities and exchange traded funds (“ETFs”) are obtained from market value quotations provided by an independent pricing service and fall under Level 1 in the fair value hierarchy.
The following table presents the Company’s marketable securities, measured at fair value as of the following periods:
|
|
As of June 30, 2026 |
|
|||||||||||||
|
|
Quoted |
|
|
Other |
|
|
|
|
|
|
|
||||
|
|
prices |
|
significant |
|
|
Significant |
|
|
|
|
|||||
|
|
in active |
|
observable |
|
|
unobservable |
|
|
|
|
|||||
|
|
markets |
|
inputs |
|
|
inputs |
|
|
|
|
|||||
|
|
Level 1 |
|
Level 2 |
|
|
Level 3 |
|
|
Fair value |
|
|||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for sale securities, at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total available for sale securities, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total marketable securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
F-13
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
|
|
As of December 31, 2025 |
|
|||||||||||||
|
|
Quoted |
|
|
Other |
|
|
|
|
|
|
|
||||
|
|
prices |
|
|
significant |
|
|
Significant |
|
|
|
|
||||
|
|
in active |
|
|
observable |
|
|
unobservable |
|
|
|
|
||||
|
|
markets |
|
|
inputs |
|
|
inputs |
|
|
|
|
||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair value |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for sale securities, at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total available for sale securities, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total marketable securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Available for Sale Securities, at fair value
The following tables present the Company’s investments in AFS securities:
|
|
As of June 30, 2026 |
|
|||||||||||||||||||||
|
|
Amortized |
|
|
Allowance for |
|
|
Net carrying |
|
|
Gross |
|
|
Gross |
|
|
|
|
||||||
|
|
Cost |
|
|
credit losses (1) |
|
|
amount |
|
|
unrealized gains |
|
|
unrealized losses |
|
|
Fair value |
|
||||||
U.S. Treasury securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
As of December 31, 2025 |
|
|||||||||||||||||||||
|
|
Amortized |
|
|
Allowance for |
|
|
Net carrying |
|
|
Gross |
|
|
Gross |
|
|
|
|
||||||
|
|
Cost |
|
|
credit losses (1) |
|
|
amount |
|
|
unrealized gains |
|
|
unrealized losses |
|
|
Fair value |
|
||||||
U.S. Treasury securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The amortized cost and fair values of AFS securities, by contractual maturity date, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
|
|
As of |
|
|||||||||||||
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Amortized cost |
|
|
Fair value |
|
|
Amortized cost |
|
|
Fair value |
|
||||
Due in one year or less |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
F-14
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
Net Realized and Unrealized Gains (Losses)
The following table presents the components of net realized and unrealized gains (losses) recorded on the condensed consolidated statements of operations. Net unrealized gains (losses) on AFS securities are included within other comprehensive income (loss) (OCI), net of tax, and, as such, are not included in this table. Net realized and unrealized gains (losses) on non-investment related financial assets and liabilities are included below:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net realized gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized gains (losses) on equity securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net realized gains other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net realized gains (losses) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains (losses) on equity securities held at period end |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Reclass of unrealized (gains) losses from prior periods for equity securities sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net unrealized gains (losses) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total net realized and unrealized gains (losses) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
(5) Debt, net
Tiptree Credit Agreement
Tiptree Holdings, a subsidiary of Tiptree Inc., had a $
(6) Other Current Liabilities
The following table presents the components of other current liabilities as reported in the condensed consolidated balance sheets:
|
|
As of |
|
|||||
|
|
June 30, |
|
|
December 31, |
|
||
Accrued compensation and benefits |
|
$ |
|
|
$ |
|
||
Other |
|
|
|
|
|
|
||
Total other current liabilities |
|
$ |
|
|
$ |
|
||
(7) Lease Obligations
Operating Leases
The following table presents rent expense for the Company’s office leases recorded in other expenses on the condensed consolidated statements of operations for the following periods:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Rent expense for office leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company entered into a sublease of its former corporate office space in December 2022. As a result of the sublease, future lease payments will be offset by $
(8) Stockholders' Equity
F-15
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
Stock Repurchases
During the six months ended June 30, 2026,
Dividends
The Company declared cash dividends per share for the following periods presented below:
|
|
Dividends per share for the |
|
|||||
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
First quarter |
|
$ |
|
|
$ |
|
||
Second quarter |
|
|
|
|
|
|
||
Total cash dividends declared |
|
$ |
|
|
$ |
|
||
The following table presents the components of non-controlling interests as reported in the condensed consolidated balance sheets:
|
|
As of |
|
|||||
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Fortegra preferred interests |
|
$ |
|
|
$ |
|
||
Fortegra common interests |
|
|
|
|
|
|
||
Total non-controlling interests |
|
$ |
|
|
$ |
|
||
(9) Accumulated Other Comprehensive Income (Loss)
The following table presents the activity of AFS securities in AOCI, net of tax, for the following periods:
|
|
Unrealized gains (losses) on available for sale securities |
|
|
Foreign currency translation adjustment |
|
|
Total AOCI |
|
|
Amount attributable to non-controlling interests |
|
|
Total AOCI to Tiptree Inc. |
|
|||||
Balance at December 31, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive income (losses) before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Amounts reclassified from AOCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OCI |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Balance at June 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (losses) before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts reclassified from AOCI |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
OCI |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Balance at June 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The following table presents the reclassification adjustments out of AOCI included in net income and the impacted line items on the condensed consolidated statement of operations for the following periods:
F-16
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Affected line item in consolidated statements |
||||||||||
Components of AOCI |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
of operations |
||||
Unrealized gains (losses) on available for sale securities |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
See note (1) |
|
Release of cumulative translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on sale of discontinued operations |
||||
Removal of noncontrolling interest upon disposal of subsidiary |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
Gain (loss) on sale of discontinued operations |
||
Related tax (expense) benefit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Provision for income tax |
|
Net of tax |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
(10) Stock Based Compensation
Tiptree Equity Plans
The table below summarizes changes to the issuances under the Company’s 2017 Omnibus Incentive Equity Plan for the periods indicated, excluding awards granted under the Company’s subsidiary incentive plans.
2017 Equity Plan |
|
Number of shares |
|
|
Available for issuance as of December 31, 2025 |
|
|
|
|
RSU, stock and option awards granted |
|
|
( |
) |
Forfeited |
|
|
|
|
Amendment to plan |
|
|
|
|
Available for issuance as of June 30, 2026 |
|
|
|
|
Restricted Stock Units (RSUs) and Stock Awards
The Company values RSUs at their grant-date fair value as measured by Tiptree’s common stock price. Generally, the Tiptree RSUs vest and become non-forfeitable either (i) after the third anniversary or (ii) with respect to one-third of Tiptree shares granted on each of the first, second and third year anniversaries of the grant date. RSU awards are expensed using the straight-line method over the requisite service period. The RSUs include a retirement provision and are amortized over the lesser of the service condition or expected retirement date.
Stock awards issued as director compensation are deemed to be granted and immediately vested upon issuance. On February 25, 2025, the Company issued Messrs. Barnes and Ilany
The following table presents changes to the issuances of RSUs under the 2017 Omnibus Incentive Equity Plan for the periods indicated:
|
|
Number of |
|
|
Weighted average |
|
||
Unvested units as of December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Unvested units as of June 30, 2026 (1) |
|
|
|
|
$ |
|
||
The following tables present the detail of the granted and vested RSUs and stock awards for the periods indicated:
|
|
Six Months Ended June 30, |
|
|
|
|
Six Months Ended June 30, |
|
||||||||||
Granted |
|
2026 |
|
|
2025 |
|
|
Vested |
|
2026 |
|
|
2025 |
|
||||
Directors |
|
|
|
|
|
|
|
Directors |
|
|
|
|
|
|
||||
Employees |
|
|
|
|
|
|
|
Employees |
|
|
|
|
|
|
||||
Total Granted |
|
|
|
|
|
|
|
Total Vested |
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Taxes |
|
|
( |
) |
|
|
( |
) |
||
|
|
|
|
|
|
|
|
Net Vested |
|
|
|
|
|
|
||||
F-17
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
Tiptree Senior Management Incentive Plan
On August 4, 2021, a total of
On January 1, 2024, Tiptree granted
As of June 30, 2026,
Original Tiptree Share Price Target |
|
Number of PRSUs that Vest |
||||||||
|
$ |
|
|
|
|
|
|
|
||
|
$ |
|
|
|
|
|
|
|
||
|
$ |
|
|
|
|
|
|
|
||
|
$ |
|
|
|
|
|
|
|
||
Upon vesting, the Company will issue shares, or if shares are not available under the 2017 Equity Plan, then the Company may in its sole discretion instead deliver cash equal to the fair market value of the underlying shares. The fair value of the PRSUs was estimated using a Black-Scholes-Merton option pricing formula embedded within a Monte Carlo model used to simulate the future stock prices of the Company, which assumes that the market requirement is achieved. The historical volatility was computed based on historical daily returns of the Company’s stock price simulated over the performance period using a lookback period of
The following table presents the assumptions used to measure the fair value of the PRSUs as of the respective grant date, or June 7, 2022, when the original tranches were converted to equity awards.
Valuation Input |
|
June 2022 |
|
|
October 2022 |
|
|
January 2024 |
|
|||
Historical volatility |
|
|
% |
|
|
% |
|
|
% |
|||
Risk-free rate |
|
|
% |
|
|
% |
|
|
% |
|||
Dividend yield |
|
|
% |
|
|
% |
|
|
% |
|||
Cost of equity |
|
|
% |
|
|
% |
|
|
% |
|||
Expected term (years) |
|
|
|
|
|
|
|
|
|
|||
Stock Option Awards
Between 2016 and 2020, option awards were granted to the Executive Committee with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. The option awards have a
The following table presents the Company’s stock option activity for the current period:
|
|
Options |
|
|
Weighted average |
|
|
Weighted |
|
|
Options |
|
||||
Balance, December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
Balance, June 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
Weighted average remaining contractual term at June 30, 2026 (in years) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
F-18
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
The Tiptree Board has determined that the Sale Agreement does not qualify as a Change in Control as such term is defined in Tiptree’s 2017 Omnibus Incentive Plan, as amended, and therefore no RSU awards will accelerate, and no time-vesting requirements of stock options will be waived in connection with the Sale.
Stock Based Compensation Expense
The following table presents total stock based compensation expense and the related income tax benefit recognized on the condensed consolidated statements of operations:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Employee compensation and benefits |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Director compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax benefit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net stock based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Additional information on total non-vested stock based compensation is as follows:
|
|
As of June 30, 2026 |
|
|||||
|
|
Restricted stock |
|
|
Performance Restricted |
|
||
Unrecognized compensation cost related to non-vested awards |
|
$ |
|
|
$ |
|
||
Weighted - average recognition period (in years) |
|
|
|
|
|
|
||
(11) Income Taxes
The following table presents the Company’s provision (benefit) for income taxes reflected as a component of income (loss):
|
|
Three Months Ended |
|
Six Months Ended |
||||||||||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||||||||
Total income tax expense (benefit) |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
( |
) |
|
||
Effective tax rate (ETR) |
|
|
( |
)% |
(1) |
|
|
% |
(1) |
|
|
( |
)% |
(1) |
|
|
% |
(1) |
||
Tiptree sold its insurance and mortgage subsidiaries during the three months ended June 30, 2026. It had previously recorded deferred taxes on the outside basis on those investments which represented the tax that would be due, before consideration of loss carryforwards, when Tiptree sold its shares in these subsidiaries at their carrying values on Tiptree’s condensed consolidated balance sheet. The balance just prior to the sales was $
(12) Earnings Per Share
The Company calculates basic net income per share of common stock (common share) based on the weighted average number of common shares outstanding, which includes vested corporate RSUs. Unvested corporate RSUs for employees have a non-forfeitable right to participate in dividends declared and paid on the Company’s common stock on an as vested basis and are therefore considered a participating security. The Company calculates basic earnings per share using the “two-class” method under which the income available to common stockholders is allocated to the unvested corporate RSUs.
Diluted net income attributable to common stockholders includes the effect of unvested subsidiaries’ RSUs, when dilutive. The assumed exercise of all potentially dilutive instruments is included in the diluted net income per common share calculation, if dilutive.
F-19
Table of Contents
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(in thousands, except share data)
The following table presents a reconciliation of basic and diluted net income per common share for the following periods:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) from continuing operations attributable to Tiptree Inc. common shares - basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net income (loss) from discontinued operations attributable to Tiptree Inc. common shares - basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Tiptree Inc. common shares - basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) from discontinued operations attributable to Tiptree Inc. common shares - basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Securities of subsidiaries |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) from discontinued operations attributable to Tiptree Inc. common shares - diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Tiptree Inc. common shares - diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares of common stock outstanding - basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares of common stock outstanding - diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic Net income (loss) attributable to Tiptree Inc. common shares |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted Net income (loss) attributable to Tiptree Inc. common shares |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(13) Related Party Transactions
The Company has an equity method investment in Tiptree Advisors, a related party deemed to be controlled by Michael Barnes, the Company’s Chairman and Chief Executive Officer. As of June 30, 2026, and until July 31, 2026, Tiptree Advisors manages investment portfolio accounts of Fortegra and certain of its subsidiaries under an investment advisory agreement (the “IAA”). Fortegra is also invested in funds managed by Tiptree Advisors. Fortegra incurred $
(14) Subsequent Events
On July 28, 2026, the Company’s board of directors declared a quarterly cash dividend of $
On July 28, 2026, the Company entered into a Stock Purchase Agreement with Shield Holdings, LLC, UH Partners, LLC, certain individual equity holders identified therein and the Sellers’ Representative (defined therein), pursuant to which the Company agreed to acquire all the issued and outstanding equity interests of Universal Shield Insurance Group, Inc., a specialty property & casualty insurer, for a purchase price of $
F-20
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in this section as follows:
OVERVIEW
On May 29, 2026, the Company completed the sale of Fortegra, its insurance segment, pursuant to the Sale Agreement entered on September 26, 2025. The total consideration received for the sale of Fortegra consisted of cash proceeds of $1.65 billion, less transaction expenses of $25.0 million in which the Company received consideration of $1.12 billion. The Company recognized an after-tax gain on the sale of $372.2 million, which is included in net income from discontinued operations for the three and six months ended June 30, 2026.
($ in thousands) |
As of |
|
|
|
June 30, 2026 |
|
|
Consideration |
$ |
1,650,000 |
|
Less: transaction expenses |
|
25,023 |
|
Net consideration |
|
1,624,977 |
|
Tiptree diluted ownership of Fortegra |
|
69.0 |
% |
Fair value of consideration received |
|
1,121,743 |
|
Less: Basis in Fortegra |
|
637,199 |
|
Gain subject to tax |
|
484,544 |
|
Less: Tax on gain |
|
112,304 |
|
Estimated gain on disposal |
$ |
372,240 |
|
On May 1, 2026, the Company completed the Reliance Transaction, its mortgage segment, to Carrington Mortgage Services, LLC. Total consideration from the transaction consisted of cash proceeds of $49.7 million, subject to customary post-closing adjustments. The disposal group incurred cumulative impairment losses of $9.1 million upon its initial classification as held for sale and as a discontinued operation in 2025 which was inclusive of a goodwill and intangible impairment of $1.7 million. During the six months ended June 30, 2026, the Company recognized a favorable adjustment of $0.5 million in discontinued operations related to subsequent changes in estimated fair value less costs to sell, resulting in a cumulative pre-tax loss of $8.6 million.
Prior to the sales, the assets and liabilities of Fortegra and Reliance were classified as held for sale as of December 31, 2025. Upon completion of the transactions in the three months ended June 30, 2026, the Company transferred control of the respective subsidiaries to the buyers and derecognized the related assets and liabilities from its condensed consolidated balance sheet.
RESULTS OF OPERATIONS
The following is a summary of Tiptree’s consolidated financial results for the three and six months ended June 30, 2026 and 2025. In addition to GAAP results, management uses the Non-GAAP measure book value per share as a measurement of operating performance. Management believes this measure provides supplemental information useful to investors as it is frequently used by the financial community to analyze financial performance and comparison among companies. The Company has reclassified income and expenses attributable to Fortegra and Reliance to net income (loss) from discontinued operations for the three and six months ended June 30, 2026 and 2025.
21
Table of Contents
Summary of Consolidated Results
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other revenue |
|
$ |
— |
|
|
$ |
92 |
|
|
$ |
— |
|
|
$ |
482 |
|
Total revenues |
|
|
— |
|
|
|
92 |
|
|
|
— |
|
|
|
482 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee compensation and benefits |
|
|
6,502 |
|
|
|
6,985 |
|
|
|
13,264 |
|
|
|
16,318 |
|
Depreciation and amortization |
|
|
362 |
|
|
|
361 |
|
|
|
718 |
|
|
|
718 |
|
Other expenses |
|
|
2,187 |
|
|
|
4,616 |
|
|
|
4,066 |
|
|
|
7,898 |
|
Total expenses |
|
|
9,051 |
|
|
|
11,962 |
|
|
|
18,048 |
|
|
|
24,934 |
|
Operating income (loss) before taxes |
|
|
(9,051 |
) |
|
|
(11,870 |
) |
|
|
(18,048 |
) |
|
|
(24,452 |
) |
Non operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gains (losses) |
|
|
— |
|
|
|
(1,454 |
) |
|
|
(261 |
) |
|
|
(714 |
) |
Other income |
|
|
3,917 |
|
|
|
865 |
|
|
|
4,883 |
|
|
|
1,401 |
|
Income (loss) before taxes |
|
|
(5,134 |
) |
|
|
(12,459 |
) |
|
|
(13,426 |
) |
|
|
(23,765 |
) |
Less: provision (benefit) for income taxes |
|
|
1,315 |
|
|
|
(2,014 |
) |
|
|
162 |
|
|
|
(3,619 |
) |
Net income (loss) from continuing operations |
|
|
(6,449 |
) |
|
|
(10,445 |
) |
|
|
(13,588 |
) |
|
|
(20,146 |
) |
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from discontinued operations (1) |
|
|
395,682 |
|
|
|
29,405 |
|
|
|
417,067 |
|
|
|
44,741 |
|
Net income (loss) attributable to common stockholders |
|
$ |
389,233 |
|
|
$ |
18,960 |
|
|
$ |
403,479 |
|
|
$ |
24,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share |
|
$ |
10.38 |
|
|
$ |
0.50 |
|
|
$ |
10.72 |
|
|
$ |
0.66 |
|
Diluted earnings per share |
|
$ |
10.30 |
|
|
$ |
0.39 |
|
|
$ |
10.64 |
|
|
$ |
0.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
37,501,135 |
|
|
|
37,496,875 |
|
|
|
37,644,493 |
|
|
|
37,422,957 |
|
Diluted |
|
|
37,501,135 |
|
|
|
37,496,875 |
|
|
|
37,644,493 |
|
|
|
37,422,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends declared per common share |
|
$ |
0.06 |
|
|
$ |
0.06 |
|
|
$ |
0.12 |
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Book value per share |
|
$ |
24.34 |
|
|
$ |
13.33 |
|
|
$ |
24.34 |
|
|
$ |
13.33 |
|
Revenues
The Company did not generate operating revenues from continuing operations during the three months ended June 30, 2026, compared to $0.1 million in the prior year, driven by lower other revenue. The Company did not generate operating revenues from continuing operations during the six months ended June 30, 2026, compared to $0.5 million in the prior year, driven by lower other revenue. Interest income from the Company’s cash and cash equivalents and marketable securities was recorded in other income within non operating income.
Expenses
Total expenses include employee compensation and benefits, public company expenses and other expenses. Employee compensation and benefits include the expense of management, legal, and accounting staff. Other expenses primarily consisted of audit and professional fees, insurance, office rent, and other expenses.
For the three months ended June 30, 2026, expenses were $9.1 million, which decreased $2.9 million, or 24.3%, compared to the prior year. For the six months ended June 30, 2026, expenses were $18.0 million, which decreased $6.9 million, or 27.6%, compared to the prior year. For the three and six months ended June 30, 2026, employee compensation and benefits were $6.5 million and $13.3 million, compared to $7.0 million and $16.3 million, in the respective prior year periods. The declines were driven by lower incentive
22
Table of Contents
compensation and payroll expense associated with the reduction in workforce. Employee compensation and benefits included incentive compensation expense accruals related to the performance of the Company’s continuing and discontinued operations. For the six months ended June 30, 2026 and 2025, incentive compensation expense included $2.9 million and $8.4 million of stock-based compensation, respectively. Other expenses were $2.2 million and $4.1 million for the three and six months ended June 30, 2026, respectively, compared to $4.6 million and $7.9 million for the corresponding periods in 2025, primarily driven by declines in professional fees.
Non Operating Income
For the three months ended June 30, 2026, there were no net realized and unrealized gains or losses, as compared to the losses of $1.5 million in the prior year, driven by the change in fair value of certain equity and other investments carried at fair value. For the three months ended June 30, 2026, other income was $3.9 million, as compared to $0.9 million in the prior year, primarily driven by higher interest income earned on U.S. Treasury securities held within cash and cash equivalents and marketable securities.
For the six months ended June 30, 2026, net realized and unrealized losses were $0.3 million, as compared to the losses of $0.7 million in the prior year, driven by the change in fair value of certain equity and other investments carried at fair value. For the six months ended June 30, 2026, other income was $4.9 million, as compared to $1.4 million in the prior year, primarily driven by higher interest income earned on U.S. Treasury securities held within cash and cash equivalents and marketable securities.
Income before taxes
For the three and six months ended June 30, 2026, the Company reported a pre-tax loss of $5.1 million and $13.4 million, respectively, compared to a pre-tax loss of $12.5 million and $23.8 million, in the corresponding prior year periods. The improvement in both periods was driven by lower operating expenses and higher other income.
Net Income (Loss) from continuing operations
For the three and six months ended June 30, 2026, the Company reported a net loss from continuing operations of $6.4 million and $13.6 million, respectively, compared to a net loss of $10.4 million and $20.1 million, in the corresponding prior year periods. The improvement in both periods was driven by lower operating expenses and higher other income.
Net Income (Loss) from discontinued operations
For the three and six months ended June 30, 2026, the Company reported a net income from discontinued operations of $395.7 million and $417.1 million, respectively, compared to net income of $29.4 million and $44.7 million, in the corresponding prior year periods. The increase in both periods was primarily attributable to the gain recognized on sale on Fortegra.
Book Value per share - Non-GAAP
Total stockholders’ equity was $907.1 million as of June 30, 2026 compared to $723.4 million as of June 30, 2025, with the increase driven by comprehensive income over the past twelve months, including the gain on sale of Fortegra, partially offset by share repurchases and dividends. In the six months ended June 30, 2026, the Company returned $4.5 million to common stockholders through dividends paid and $10.3 million through share repurchases.
Book value per share for the period ended June 30, 2026 was $24.34, a 82.6% increase from book value per share of $13.33 as of June 30, 2025, primarily driven by comprehensive income per share, including the gain recognized on Fortegra transaction, partially offset by dividends paid of $0.12 per share, net changes in non-controlling interests and preferred dividends paid at Fortegra.
DISPOSITIONS AND DISCONTINUED OPERATIONS
In connection with the sale of Fortegra and Reliance, the results of operations for these businesses are presented as discontinued operations in the condensed consolidated statements of operations for all periods presented. The results of discontinued operations include the operating results of Fortegra and Reliance through their respective disposal dates in the three months ended June 30, 2026 and the gain (loss) recognized upon disposition. See Note (3) Dispositions & Discontinued Operations for detailed financial information on each business sold. Following the completion of the sales in the three months ended June 30, 2026, the assets and liabilities associated with Fortegra and Reliance were derecognized and are no longer reflected on the Company’s condensed consolidated balance sheet as of June 30, 2026.
Fortegra
On May 29, 2026, the Company completed the sale of Fortegra, its insurance segment, pursuant to the Sale Agreement entered on September 26, 2025. The total consideration received for the sale of Fortegra consisted of cash proceeds of $1.65 billion, less transaction expenses of $25.0 million in which the Company received consideration of $1.12 billion for its percentage ownership of the business. The Company recognized an after-tax gain on the sale of $372.2 million, which is included in net income from discontinued operations
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for the three and six months ended June 30, 2026.
For the three months ended June 30, 2026, revenues from Fortegra were $341.6 million, reflecting two months of operating results prior to the sale of the business on May 29, 2026. For the three months ended June 30, 2026, the Company reported net income of $396.2 million from Fortegra in discontinued operations during the period, including $372.2 million after-tax gain on sale. For the three months ended June 30, 2025, revenues from Fortegra were $513.0 million. The Company reported income before taxes of $64.9 million and net income of $29.2 million from Fortegra in discontinued operations during the period.
For the six months ended June 30, 2026, revenues from Fortegra were $820.0 million, reflecting five months of operating results prior to the sale of the business on May 29, 2026. For the six months ended June 30, 2026, the Company reported net income of $416.7 million from Fortegra in discontinued operations during the period, including $372.2 million net gain on sale. For the six months ended June 30, 2025, revenues from Fortegra were $993.6 million. The Company reported income before taxes of $101.8 million and net income of $44.7 million from Fortegra in discontinued operations during the period.
Reliance
On May 1, 2026, the Company completed the Reliance Transaction, its mortgage segment, to Carrington Mortgage Services, LLC. Total consideration from the transaction consisted of cash proceeds of $49.7 million, subject to customary post-closing adjustments. The disposal group incurred cumulative impairment losses of $9.1 million upon its initial classification as held for sale and as a discontinued operation in 2025 which was inclusive of a goodwill and intangible impairment of $1.7 million. During the six months ended June 30, 2026, the Company recognized a favorable adjustment of $0.5 million in discontinued operations related to subsequent changes in estimated fair value less costs to sell, resulting in a cumulative pre-tax loss of $8.6 million. Transaction costs associated with the sale were $2.8 million and are also included in discontinued operations for the three and six months ended June 30, 2026.
For the three months ended June 30, 2026, revenues from Reliance were $5.5 million, reflecting only one month of operating results prior to the sale of the business on May 1, 2026. The Company reported net loss of $0.5 million from Reliance in discontinued operations during the period. For the three months ended June 30, 2025, revenues from Reliance were $16.2 million. The Company reported a net income of $0.2 million from Reliance in discontinued operations.
For the six months ended June 30, 2026, revenues from Reliance were $21.4 million, reflecting four months of operating results prior to the sale of the business on May 1, 2026. The Company reported net income of $0.3 million from Reliance in discontinued operations during the period. For the six months ended June 30, 2025, revenues from Reliance were $31.4 million. The Company reported net income of $0.1 million from Reliance in discontinued operations.
Provision for Income Taxes
The income tax expense of $1.3 million and benefit $2.0 million from continuing operations for the three months ended June 30, 2026 and 2025, respectively, was reflected as components of net income (loss) from continuing operations. For the three months ended June 30, 2026 and 2025, the Company’s effective tax rate related to pre-tax income from continuing operations was equal to (25.6)% and 16.2%, respectively, with both lower than the U.S. statutory income tax rate of 21.0%, primarily due to the impacts of nontaxable and nondeductible items.
The income tax expense of $0.2 million and benefit $3.6 million from continuing operations for the six months ended June 30, 2026 and 2025, respectively, was reflected as components of net income (loss) from continuing operations. For the six months ended June 30, 2026 and 2025, the Company’s effective tax rate related to pre-tax income from continuing operations was equal to (1.2)% and 15.2%, respectively, with both lower than the U.S. statutory income tax rate of 21.0%, primarily due to the impacts of nontaxable and nondeductible items.
Tiptree sold its insurance and mortgage subsidiaries during the three months ended June 30, 2026. It had previously recorded deferred taxes on the outside basis on those investments which represented the tax that would be due, before consideration of loss carryforwards, when Tiptree sold its shares in these subsidiaries at their carrying values on Tiptree’s condensed consolidated balance sheet. The balance just prior to the sales was $130.0 million, an increase of $12.2 million from the year ended December 31, 2025, of which $1.8 million of benefit was recorded in OCI, and $14.0 million of expense was recorded as a provision for income taxes in discontinued operations. As of June 30, 2026, the deferred tax liability relating to these investments has been brought to zero and a current tax payable of $204.8 million has been established through the provision for income taxes in discontinued operations.
Balance Sheet Information
Tiptree’s total assets were 1.13 billion as of June 30, 2026, compared to 6.84 billion as of December 31, 2025. The decrease was primarily driven by the derecognition of the assets previously classified as held for sale in connection with the completed sales of Fortegra and Reliance during the three months ended June 30, 2026.
Total stockholders’ equity was $907.1 million as of June 30, 2026, compared to $752.4 million as of December 31, 2025, with the increase primarily driven by comprehensive income over the past six months, including the gain on sale on Fortegra, offset by dividends
24
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paid and share repurchases. As of June 30, 2026, there were 37,266,005 shares of common stock outstanding as compared to 37,824,472 shares as of December 31, 2025, with the decrease driven by share repurchases.
NON-GAAP MEASURES AND RECONCILIATIONS
Book Value per share - Non-GAAP
Management believes the use of this financial measure provides supplemental information useful to investors as book value is frequently used by the financial community to analyze company growth on a relative per share basis. The following table provides a reconciliation between total stockholders’ equity and total shares outstanding, net of treasury shares.
(in thousands, except per share information) |
|
As of June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Total stockholders’ equity |
|
$ |
907,123 |
|
|
$ |
723,368 |
|
Less: Non-controlling interests |
|
|
- |
|
|
|
223,530 |
|
Total stockholders’ equity, net of non-controlling interests |
|
$ |
907,123 |
|
|
$ |
499,838 |
|
|
|
|
|
|
|
|
||
Total common shares outstanding |
|
|
37,266 |
|
|
|
37,497 |
|
|
|
|
|
|
|
|
||
Book value per share |
|
$ |
24.34 |
|
|
$ |
13.33 |
|
LIQUIDITY AND CAPITAL RESOURCES
The Company’s principal sources of liquidity are unrestricted cash, cash equivalents and other liquid investments, including income generated from the Company’s investment portfolio and proceeds from the sale of investments and other assets. The Company’s cash resources are intended to fund corporate operations, pursue capital allocation opportunities and return capital to shareholders, as appropriate. Management may seek additional sources of cash to fund acquisitions or investments. These additional sources of cash may take the form of debt or equity and may be at the parent, subsidiary or asset level. Tiptree is a holding company, and the Company's liquidity needs are primarily for compensation, professional fees, office rent and insurance costs.
As of June 30, 2026, cash and cash equivalents were $946.9 million, compared to $30.8 million as of December 31, 2025, an increase of $916.1 million, primarily reflecting the net proceeds received from the completed sales of Fortegra and Reliance. In addition, the Company held marketable securities of $158.2 million as of June 30, 2026, compared to $21.7 million in December 31, 2025, as a portion of the sale proceeds were invested in U.S. Treasury securities with a maturity date greater than 90 days at purchase. As of June 30, 2026, the Company had a current tax payable of $204.8 million primarily related to the Fortegra sale. The majority is expected to be paid prior to September 30, 2026.
Management believes that cash and cash equivalents, marketable securities, and cash flow from operations will provide sufficient capital to continue to grow the business, cover capital expenditures and other general corporate needs over the next several years. As management continues to expand Tiptree’s business, including by any acquisitions the Company may make in the future, additional working capital for increased costs could be required.
Consolidated Comparison of Cash Flows
The following table summarizes cash flows from continuing operations.
($ in thousands) |
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash and cash equivalents provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
(18,394 |
) |
|
$ |
(13,673 |
) |
Investing activities |
|
|
(136,324 |
) |
|
|
(62,948 |
) |
Financing activities |
|
|
(89,654 |
) |
|
|
64,650 |
|
Change in cash, cash equivalents and restricted cash |
|
$ |
(244,372 |
) |
|
$ |
(11,971 |
) |
Refer to the Consolidated Statement of Cash Flow and Note (3) Dispositions & Discontinued Operations for additional details on cash flows related to discontinued operations.
Operating Activities from Continuing Operations
Cash used in operating activities for continuing operations for the six months ended June 30, 2026 and 2025 was $18.4 million and $13.7 million, respectively. This reflects the use of funds to support centralized management and ongoing corporate-level operating requirements.
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Investing Activities from Continuing Operations
For the six months ended June 30, 2026 and 2025, cash used in investing activities was $136.3 million, and $62.9 million, respectively, driven by purchases of investments outpacing the proceeds from sales and maturities of investments.
Financing Activities from Continuing Operations
Cash used in financing activities was $89.7 million for the six months ended June 30, 2026, primarily attributable to the principal paydown of borrowings at the holding company, repurchases of common stock, and payment of common dividends. Cash provided by financing activities was $64.7 million for the six months ended June 30, 2025, primarily attributable to proceeds from issuance of debt at the holding company, partially offset by the payment of dividends, cash paid in connection with vested or exercised stock awards, and payment of debt issuance costs.
Cash Flows from Discontinued Operations
Cash flows pertaining to discontinued operations are reported separately on the Condensed Consolidated Statements of Cash Flows.
Cash provided by discontinued operating activities was $53.2 million, and $1.6 million for the six months ended June 30, 2026 and 2025, respectively. Cash provided by discontinued investing activities was $696.3 million, and $73.0 million for the six months ended June 30, 2026 and 2025, respectively, primarily related to the Fortegra and Reliance dispositions. Investing activities related to the Fortegra sale included deal proceeds of $1.12 billion, reduced by $402.7 million of cash held at Fortegra and expected escrow-related amounts, resulting in net proceeds of $713.4 million. Investing activities related to the Reliance sale included deal proceeds of $46.9 million, reduced by $14.6 million of cash held at Reliance and expected escrow-related amounts, resulting in net proceeds of $29.9 million. Cash provided by discontinued financing activities was $42.2 million for the six months ended June 30, 2026, compared with cash used in discontinued financing activities of $10.2 million for the six months ended June 30, 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Company’s financial statements, which are in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. There have been no material changes to the critical accounting policies and estimates as discussed in Part II, Item 7A in Tiptree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recently Adopted and Issued Accounting Standards
For a discussion of recently issued accounting standards, see Note (2) Summary of Significant Accounting Policies, in the accompanying consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 described management’s Quantitative and Qualitative Disclosures About Market Risk. There were no material changes to the assumptions or risks during the six months ended June 30, 2026.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that material information is recorded, processed, summarized and reported accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are parties to legal proceedings arising in the ordinary course of business. Although the outcome of such proceedings cannot be predicted with certainty, the Company does not believe that any such proceedings, individually or in the aggregate, will have a material adverse effect on its consolidated financial position.
Item 1A. Risk Factors
For information regarding factors that could affect the Company, results of operations and financial condition, see the risk factors discussed under Part I, Item 1A in Tiptree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes in those risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity for three months ended June 30, 2026 was as follows:
Period |
|
Purchaser |
|
Total |
|
|
Average |
|
|
Total Number of Shares |
|
|
Approximate Dollar Value |
|
||||
April 1, 2026 to April 30, 2026 |
|
Tiptree Inc. |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
May 1, 2026 to May 31, 2026 |
|
Tiptree Inc. |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
June 1, 2026 to June 30, 2026 |
|
Tiptree Inc. |
|
|
304,070 |
|
|
$ |
17.50 |
|
|
|
304,070 |
|
|
|
|
|
|
|
Total |
|
|
304,070 |
|
|
$ |
17.50 |
|
|
|
304,070 |
|
|
$ |
14,680 |
|
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Item 6. Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Form 10-Q: |
|
|
|
Index to Financial Statements (Unaudited): |
Page |
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
F-3 |
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 |
F-4 |
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025 |
F-5 |
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the periods ended June 30, 2026 and 2025 |
F-6 |
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 |
F-8 |
Notes to Condensed Consolidated Financial Statements |
F-9 |
|
|
Exhibits |
|
The Exhibits listed in the Index of Exhibits, which appears immediately following the signature page, is incorporated herein by reference and is filed as part of this Form 10-Q. |
|
27
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Tiptree Inc. has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
|
|
|
Tiptree Inc. |
|
|
|
|
Date: |
July 29, 2026 |
|
By:/s/ Michael G. Barnes |
|
|
|
Michael G. Barnes |
|
|
|
Chairman and Chief Executive Officer |
|
|
|
|
Date: |
July 29, 2026 |
|
By:/s/ Scott McKinney |
|
|
|
Scott McKinney |
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
28
Table of Contents
EXHIBIT INDEX
Exhibit No. |
|
Description |
31.1 |
|
Certification of Chairman and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
32.1 |
|
Certification of Chairman and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
32.2 |
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
|
|
|
101.INS |
|
XBRL Instance Document* |
101.SCH |
|
XBRL Taxonomy Extension Schema Document* |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document* |
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document* |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document* |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document* |
104 |
|
Cover Page Interactive Data File (embedded within the iXBRL document and included in Exhibit 101). |
|
* Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (ii) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025, (iv) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the periods ended June 30, 2026 and 2025, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 and (vi) the Notes to the Condensed Consolidated Financial Statements.
29