[8-K] TIPTREE INC. Reports Material Event

Rhea-AI Filing Summary

Tiptree Inc. reported that proxy advisory firm Institutional Shareholder Services (ISS) has recommended that Tiptree shareholders vote “FOR” the proposal to approve the previously announced merger of its subsidiary, The Fortegra Group, Inc.. This support is described in a press release dated November 24, 2025, which is included as an exhibit.

The update is furnished as a Regulation FD disclosure, meaning it is intended to share information broadly with the market but is not treated as filed financial information or automatically incorporated into other securities law filings.

Insights

Corporate governance and M&A analyst

ISS supports shareholder approval of Tiptree’s Fortegra merger proposal.

Tiptree Inc. disclosed that Institutional Shareholder Services (ISS), a major proxy advisory firm, recommends that shareholders vote “FOR” the proposal to approve the previously announced merger of subsidiary The Fortegra Group, Inc.. Such recommendations can influence how some institutional investors vote because many reference proxy advisor guidance in their governance policies.

The disclosure is made under Regulation FD, indicating the company is publicizing this development broadly and treating it as informational rather than as part of its formal financial statements. The actual impact on the merger outcome will depend on how Tiptree’s shareholder base responds to the ISS recommendation and how votes are cast at the meeting where the merger proposal is considered.

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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): November 24, 2025

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 7.01 Regulation FD Disclosure.

On November 24, 2025, Tiptree Inc. (the “Company” or “Tiptree”), issued a press release announcing the recommendation by proxy advisory firm Institutional Shareholder Services Inc. (ISS) for Tiptree shareholders to vote “FOR” the proposal to approve the previously announced merger of The Fortegra Group, Inc., a Delaware corporation and subsidiary of Tiptree, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 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 Item 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.

Item 9.01 Financial Statements and Exhibits.

d) List of Exhibits:

Exhibit	Description
99.1	Tiptree Inc. press release, dated November 24, 2025.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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:	November 24, 2025	By:	/s/ Jonathan Ilany
			Jonathan Ilany, Chief Executive Officer