STOCK TITAN

Tiptree Inc. (NASDAQ: TIPT) nets $1.65B Fortegra sale, plans $100M USIG buy

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tiptree Inc. reported second‑quarter 2026 results alongside major portfolio changes. The company completed the sale of Fortegra on May 29, 2026 for $1.65 billion of total consideration, generating $1.12 billion of gross proceeds and an after‑tax gain of $372.2 million. It also sold Reliance for $49.7 million in cash. Driven largely by discontinued operations income of $395,682 thousand, net income attributable to common stockholders for the quarter reached $389,233 thousand, while continuing operations recorded a net loss of $6,449 thousand. As of June 30, 2026, book value was $907 million, or $24.34 per share, and cash and cash equivalents were $946,933 thousand.

Tiptree also agreed to acquire Universal Shield Insurance Group, a specialty property & casualty insurer, for cash consideration of $100 million, subject to regulatory approvals and other customary conditions, with closing estimated in the first quarter of 2027. The transaction is intended to re‑establish a scalable specialty insurance platform using capital realized from the Fortegra sale. During the first half of 2026, Tiptree repurchased $10.3 million of common stock at an average price of $16.80 per share and declared a cash dividend of $0.06 per share, payable August 24, 2026 to stockholders of record on August 17, 2026.

Positive

  • Fortegra sale generated $1.65 billion of consideration, including $1.12 billion of gross proceeds and a $372.2 million after-tax gain, materially boosting earnings and liquidity.
  • Book value per share increased to $24.34 as of June 30, 2026, up from $13.33 a year earlier, reflecting substantial value creation from recent divestitures.
  • Net income attributable to common stockholders reached $389,233 thousand in Q2 2026, compared with $18,960 thousand in Q2 2025, largely due to discontinued operations gains.

Negative

  • None.

Filing Explained

The filing adds that the stated $100 million USIG purchase price may be reduced for leakage, while Tiptree says it will contribute additional capital without specifying an amount; closing remains conditional on regulatory approvals and other requirements.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Fortegra sale total consideration $1.65 billion Completed sale of Fortegra on May 29, 2026
Fortegra sale gross proceeds to Tiptree $1.12 billion Gross proceeds from Fortegra divestiture
After-tax gain on Fortegra sale $372.2 million Gain recognized on Fortegra transaction
Net income attributable to common stockholders, Q2 2026 $389,233 thousand Three months ended June 30, 2026
Book value per share $24.34 As of June 30, 2026
Cash and cash equivalents $946,933 thousand As of June 30, 2026 on condensed balance sheet
USIG acquisition price $100 million Cash consideration to acquire 100% of Universal Shield Insurance Group
Quarterly cash dividend per share $0.06 Dividend declared for stockholders of record on August 17, 2026
discontinued operations financial
"Net income (loss) from <b>discontinued operations</b> | | $ | 395,682"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
excess & surplus financial
"USIG, a specialty property & casualty insurer operating in both admitted and <b>excess & surplus</b>"
Excess & surplus is the segment of the insurance market that provides customized policies for unusual, high-risk, or hard-to-place risks that standard insurers decline. It matters to investors because companies operating in this space can charge higher premiums and grow when mainstream insurers pull back, but they also face greater claim volatility, less standardized pricing and different regulatory rules—think of it as a specialty tailor making custom coverage when off-the-rack policies won’t fit.
Regulation FD Disclosure regulatory
"Item 7.01 <b>Regulation FD Disclosure</b>. Included in the press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
book value per share financial
"Non-GAAP Financial Measures — <b>Book value per share</b> Book value is frequently used"
Book value per share is a company’s net worth on paper — total assets minus liabilities — divided by the number of outstanding shares, showing the equity value attributable to each share. Investors use it like a per-slice estimate of a company’s underlying value to compare with the market price; if the market price is far above the book value, the stock may be priced for strong future profits, and if it’s below, the stock might look undervalued or reflect asset concerns.
specialty property & casualty insurer financial
"definitive agreement to acquire USIG, a <b>specialty property & casualty insurer</b>"
Net income attributable to common stockholders, Q2 2026 $389,233 thousand compared with $18,960 thousand for the three months ended June 30, 2025
Net income from discontinued operations, six months 2026 $417,067 thousand compared with $44,741 thousand for the six months ended June 30, 2025
Book value per share as of June 30, 2026 $24.34 versus $13.33 as of June 30, 2025

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What acquisition did Tiptree Inc. (TIPT) announce and for how much?

Tiptree agreed to acquire Universal Shield Insurance Group for $100 million in cash, adjusted for certain closing costs. The deal is subject to regulatory approvals and other customary conditions, with closing estimated in the first quarter of 2027.

How much did Tiptree Inc. (TIPT) receive from the Fortegra sale?

Tiptree completed the sale of Fortegra for $1.65 billion of total consideration, generating $1.12 billion of gross proceeds. The transaction produced an after-tax gain of $372.2 million, significantly contributing to second-quarter 2026 net income.

What were Tiptree Inc. (TIPT)’s Q2 2026 earnings?

For Q2 2026, net income attributable to common stockholders was $389,233 thousand, versus $18,960 thousand a year earlier. This included net income from discontinued operations of $395,682 thousand and a net loss from continuing operations of $6,449 thousand.

How did Tiptree Inc. (TIPT)’s book value per share change?

As of June 30, 2026, Tiptree’s book value was $907 million, or $24.34 per share. This compares with book value per share of $13.33 as of June 30, 2025, reflecting the impact of recent asset sales and earnings.

What dividend did Tiptree Inc. (TIPT) declare for shareholders?

Tiptree’s board declared a cash dividend of $0.06 per share. Stockholders of record on August 17, 2026 will receive payment on August 24, 2026, continuing the company’s practice of returning capital through dividends.

How strong is Tiptree Inc. (TIPT)’s liquidity after recent transactions?

Following the Fortegra and Reliance sales, Tiptree reported $946,933 thousand in cash and cash equivalents as of June 30, 2026. Proceeds are also being redeployed into the $100 million Universal Shield Insurance Group acquisition and share repurchases.
false000139372600013937262026-07-282026-07-28

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2026

 

 

Tiptree Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

001-33549

38-3754322

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

660 Steamboat Road

2nd Floor

 

Greenwich, Connecticut

 

06830

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 446-1400

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.001 per share

 

TIPT

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

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.

 


Item 1.01 Entry into a Material Definitive Agreement.

On July 28, 2026, Tiptree Inc. (“Tiptree”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Shield Holdings, LLC, UH Partners, LLC, certain individual equityholders identified therein (collectively, the “Sellers”), and the Sellers’ Representative (as defined therein). Pursuant to the Purchase Agreement, Tiptree agreed to acquire all of the issued and outstanding equity interests of Universal Shield Insurance Group, Inc. (“USIG”), the parent company of Universal Fire & Casualty Insurance Company and Shield Indemnity Incorporated, for a purchase price of $100 million, subject to reduction for leakage as set forth in the Purchase Agreement (the “Transaction”).

 

The Transaction is subject to customary closing conditions, including receipt of required insurance regulatory approvals and the absence of legal restraints prohibiting the Transaction. The parties currently expect the Transaction to close in the first quarter of 2027, subject to the timing of required regulatory approvals and satisfaction or waiver of the remaining closing conditions.

 

The Purchase Agreement contains customary representations, warranties and covenants of the parties. The Purchase Agreement also provides for customary termination rights under specified circumstances.

 

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants as characterizations of the actual state of facts or condition of Tiptree, USIG or any of their respective subsidiaries or affiliates.

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2026 Tiptree issued a press release announcing its results of operations for the six months ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Included in the press release furnished as Exhibit 99.1 was an announcement of the proposed Transaction, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.

 

Also included in the press release furnished as Exhibit 99.1 was an announcement that the board of directors of the Company has declared a cash dividend of $0.06 per share to Tiptree’s stockholders, with a record date of August 17, 2026 and a payment date of August 24, 2026.

 

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “seek,” “may,” “plan,” “project,” “should,” “target,” “will,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the expected timing of the closing, satisfaction of the conditions to closing of the Transaction, Tiptree’s expected financial condition, results of operations and business performance and the tax and accounting consequences of the Transaction are forward-looking statements. These forward-looking statements are based upon Tiptree’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by Tiptree’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond Tiptree’s control. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (a) failure to satisfy the conditions to closing of the Transaction, including required regulatory approvals; (b) potential legal proceedings relating to the Purchase Agreement and the Transaction; (c) the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement; (d) failure to consummate the Transaction in a timely manner or at all, (e)


the effect of the announcement of the Purchase Agreement on Tiptree’s future operating results and financial condition; (f) the market price of Tiptree’s common stock; (g) the transaction costs that Tiptree will incur in connection with the Transaction; (h) changes in Tiptree’s business or operating results; (i) failure of Tiptree to realize financial benefits currently anticipated from the Transaction; (j) competitive pressures in the markets in which Tiptree operates; (k) the effects of market volatility or macroeconomic changes and financial market regulations on the industries in which Tiptree operates; (l) the effects of changes in laws and regulations; and (m) cybersecurity attacks or information system failures disrupting Tiptree’s business.

 

For additional information about risks and uncertainties that may cause actual results of the Transaction to differ materially from those described, please refer to Tiptree’s reports filed with the SEC, including, without limitation, the “Risk Factors” and/or other information included in such reports. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements in this Current Report on Form 8-K speak only as of the date hereof. Except as required by law, Tiptree assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

 

Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits:

 

Exhibit No.

 

Description

10.1*

 

Stock Purchase Agreement, dated July 28, 2026, by and among Shield Holdings, LLC, UH Partners, LLC, certain individual sellers party thereto, the Sellers’ Representative (as defined therein) and Tiptree Inc.

99.1

 

Tiptree Inc. press release, dated July 29, 2026.

104

 

Cover Page Interactive Data File (formatted as Inline XBRL).

 

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S‑K. Tiptree agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

Tiptree Inc.

 

 

 

 

 

Date:

July 29, 2026

 

By:

/s/ Michael G. Barnes

 

 

 

Name:

Michael G. Barnes

 

 

 

Title:

Chairman and Chief Executive Officer

 


 

Exhibit 99.1

img197280908_0.gif

TIPTREE ANNOUNCES SECOND QUARTER 2026 RESULTS AND ACQUISITION OF UNIVERSAL SHIELD INSURANCE GROUP

Greenwich, Connecticut – July 29, 2026– Tiptree Inc. (NASDAQ:TIPT) (“Tiptree” or the “Company”), today announced its financial results for the three and six months ended June 30, 2026, and, separately, that it has entered into a definitive agreement to acquire Universal Shield Insurance Group ("USIG"), a specialty property & casualty insurer operating in both admitted and excess & surplus ("E&S") markets.

 

The acquisition continues Tiptree's focus on specialty P&C insurance as a core foundation to its strategy. USIG brings proven underwriting capabilities in attractive markets and a leadership team with a strong track record of disciplined growth. Combined with Tiptree's history of building businesses, the Company believes the combined platform is well positioned to create value through organic expansion and acquisition opportunities.

 

Second Quarter 2026 Highlights

Completed the sale of Fortegra on May 29, 2026, for $1.65 billion of total consideration, generating $1.12 billion of gross proceeds to Tiptree and an after-tax gain on the sale of $372.2 million.
Completed the sale of Reliance on May 1, 2026, for $49.7 million in cash.
As of June 30, 2026, Tiptree's book value increased to $907 million, or $24.34 per share ($23.86 per diluted share).
Entered into a definitive agreement to acquire Universal Shield Insurance Group for cash consideration of $100 million, re-establishing Tiptree's specialty insurance footprint and redeploying capital generated by Fortegra sale into a scalable specialty P&C platform.
Repurchased $10.3 million of common stock during the first half of 2026 at an average price of $16.80 per share.
Declared a dividend of $0.06 per share to stockholders of record on August 17, 2026 with a payment date of August 24, 2026.

 

($ in thousands, except per share information)

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

GAAP:

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Total revenues

 

$

 

 

$

92

 

 

$

 

 

$

482

 

Total expenses

 

$

9,051

 

 

$

11,962

 

 

$

18,048

 

 

$

24,934

 

Income (loss) before taxes

 

$

(5,134

)

 

$

(12,459

)

 

$

(13,426

)

 

$

(23,765

)

Net income (loss) from continuing operations

 

$

(6,449

)

 

$

(10,445

)

 

$

(13,588

)

 

$

(20,146

)

Net income (loss) from discontinued operations

 

$

395,682

 

 

$

29,405

 

 

$

417,067

 

 

$

44,741

 

Diluted earnings per share

 

$

10.30

 

 

$

0.39

 

 

$

10.64

 

 

$

0.55

 

Cash dividends paid per common share

 

$

0.06

 

 

$

0.06

 

 

$

0.12

 

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP(1):

 

 

 

 

 

 

 

 

 

 

 

 

Book value per share

 

$

24.34

 

 

$

13.33

 

 

$

24.34

 

 

$

13.33

 

(1) See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

 

Acquisition of Universal Shield Insurance Group

 

Transaction Details

Tiptree will acquire 100% of USIG for cash consideration of $100 million, adjusted for certain closing costs.
Tiptree will contribute additional capital to accelerate growth and capacity.

Page 1

 


 

Subject to certain regulatory approvals and other customary closing conditions, the transaction is estimated to close in the first quarter of 2027.

 

Strategic Rationale

Re-establishes Specialty Insurance Footprint – USIG brings proven underwriting capabilities across E&S and admitted commercial lines and is licensed in 49 states.
Experienced Management Team – For over 40 years, Chris Timm has held senior leadership positions in the insurance industry. In building USIG, he has assembled a highly experienced team, several of whom have worked together at previous companies.
Scalable Platform – An expanding wholesale distribution network and growing product portfolio provide a strong foundation for organic growth.
Proprietary technology – USIG's proprietary technology platform supports data-driven digital underwriting, operational efficiency, and faster product development to drive innovation.

 

Michael Barnes, Chairman and CEO of Tiptree, said:
“USIG provides Tiptree with a new foundation in the specialty insurance sector and a clear path for scalable growth. Chris Timm and his team have built an impressive platform and bring a proven track record rooted in a culture of strong underwriting and disciplined risk management. Together with Tiptree's long-term capital, we see a significant opportunity to build a leading specialty insurance business over time.”

 

Chris Timm, Chief Executive Officer of USIG, added:
“Joining Tiptree provides us with support and strategic resources to expand our underwriting capabilities and distribution footprint. We are excited to partner with a team that shares our commitment to disciplined growth and underwriting excellence.”

 

Raymond James & Associates and Squire Patton Boggs LLP are serving as financial advisor and legal advisor, respectively, to USIG. Fenchurch Advisory Partners US LP and Sidley Austin LLP are serving as financial advisor and legal advisor, respectively, to Tiptree.

 

About Tiptree

Tiptree Inc. (NASDAQ: TIPT) is a specialty insurance holding company dedicated to creating long-term value for shareholders. The Company owns and operates specialty insurance businesses and allocates capital across opportunities that it believes offer attractive risk-adjusted returns. Tiptree's strategy is centered on partnering with strong management teams, maintaining disciplined underwriting and investment standards, and leveraging a flexible capital base to support long-term growth. Founded in 2007, Tiptree's objective is to compound capital through the ownership of high-quality businesses and investments over time. For more information, please visit tiptreeinc.com and follow us on LinkedIn.

 

About Universal Shield Insurance Group

Universal Shield Insurance Group (“USIG”) is a specialty insurer operating across both admitted and excess & surplus (“E&S”) markets within targeted property, casualty, and surety lines. The company combines disciplined underwriting, advanced analytics, and modern technology with deep niche expertise to deliver differentiated insurance solutions across the United States. Through its insurance subsidiaries, USIG focuses on specialized and underserved risks where underwriting insight and responsive service drive superior outcomes. USIG is headquartered in Dublin, Ohio, and its insurance subsidiaries are rated A- (Excellent) by AM Best. For more information, visit universalshield.com and follow us on LinkedIn.

 

 

Page 2

 


 

Forward-Looking Statements

This release contains “forward-looking statements” which involve risks, uncertainties and contingencies, many of which are beyond the Company’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations for our businesses and intentions. The 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 forecast 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” in the Company’s Annual Report on Form 10-K, and as described in the Company’s other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date of this release. The factors described therein 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 federal securities laws, we undertake no obligation to update any forward-looking statements.

Page 3

 


 

Tiptree Inc.

Condensed Consolidated Balance Sheets (Unaudited)

($ in thousands, except share data)

 

As of

 

 

June 30, 2026

 

 

December 31, 2025

 

Assets:

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

946,933

 

 

$

30,784

 

Marketable securities

 

 

158,233

 

 

 

21,701

 

Other current assets

 

 

8,099

 

 

 

2,361

 

Total current assets

 

 

1,113,265

 

 

 

54,846

 

Right of use asset

 

 

7,389

 

 

 

8,301

 

Property, plant and equipment, net

 

 

5,544

 

 

 

6,262

 

Deferred tax assets

 

 

6,630

 

 

 

 

Other assets

 

 

1,289

 

 

 

2,269

 

Assets held for sale (1)

 

 

 

 

 

6,768,387

 

Total assets

 

$

1,134,117

 

 

$

6,840,065

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Short-term debt, net

 

$

 

 

$

8,138

 

Current tax payable

 

 

204,760

 

 

 

 

Other current liabilities

 

 

14,607

 

 

 

20,964

 

Total current liabilities

 

 

219,367

 

 

 

29,102

 

Long-term debt, net

 

 

 

 

 

63,948

 

Long-term lease obligations

 

 

7,627

 

 

 

8,654

 

Deferred tax liabilities

 

 

 

 

 

80,390

 

Liabilities held for sale (1)

 

 

 

 

 

5,905,572

 

Total liabilities

 

$

226,994

 

 

$

6,087,666

 

Stockholders’ Equity:

 

 

 

 

 

 

Preferred stock: $0.001 par value, 100,000,000 shares authorized, none issued or outstanding

 

$

 

 

$

 

Common stock: $0.001 par value, 200,000,000 shares authorized, 37,266,005 and 37,824,472 shares issued and outstanding, respectively

 

 

37

 

 

 

38

 

Additional paid-in capital

 

 

386,557

 

 

 

394,435

 

Accumulated other comprehensive income (loss), net of tax

 

 

5

 

 

 

(7,496

)

Retained earnings

 

 

520,524

 

 

 

121,574

 

Total Tiptree Inc. stockholders’ equity

 

 

907,123

 

 

 

508,551

 

Non-controlling interests:

 

 

 

 

 

 

Fortegra preferred interests

 

 

 

 

 

77,679

 

Common interests

 

 

 

 

 

166,169

 

Total non-controlling interests

 

 

 

 

 

243,848

 

Total stockholders’ equity

 

 

907,123

 

 

 

752,399

 

Total liabilities and stockholders’ equity

 

$

1,134,117

 

 

$

6,840,065

 

(1)
See Note (3) Dispositions & Discontinued Operations for further details, as disclosed in Tiptree's 10-Q filing for the period ended June 30, 2026.

 

Page 4

 


 

Tiptree Inc.

Condensed Consolidated Statements of Operations (Unaudited)

($ in thousands, except share data)

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

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:(1)

 

 

 

 

 

 

 

 

 

 

 

 

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) from continuing operations per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

(0.17

)

 

$

(0.28

)

 

$

(0.36

)

 

$

(0.54

)

Diluted earnings per share

 

$

(0.17

)

 

$

(0.28

)

 

$

(0.36

)

 

$

(0.54

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from discontinued operations per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

10.55

 

 

$

0.78

 

 

$

11.08

 

 

$

1.20

 

Diluted earnings per share

 

$

10.47

 

 

$

0.67

 

 

$

11.00

 

 

$

1.09

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(1)
See Note (3) Dispositions & Discontinued Operations for further details, as disclosed in Tiptree's 10-Q filing for the period ended June 30, 2026.

 

Page 5

 


 

Tiptree Inc.

Non-GAAP Financial Measures — Book Value per share

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

 

 

 

 

Page 6

 


Filing Exhibits & Attachments

3 documents