[8-K] Tiptree Inc. Reports Material Event

Rhea-AI Filing Summary

UroGen Pharma Ltd. (URGN) submitted a Form 4 showing that Chief Executive Officer Elizabeth A. Barrett acquired 87,615 performance stock units (PSUs) on 07/28/2025. The PSUs were originally granted on 01/31/2024 and became earned when a company-level milestone was reached. Each PSU entitles the holder to one ordinary share once the units vest on 12/31/2025, contingent upon Barrett’s continued employment. The award carries a $0 exercise price and no shares were sold or otherwise disposed of in the filing.

Post-transaction, the CEO directly holds 87,615 derivative securities representing potential ordinary shares; no changes were reported in her non-derivative share ownership. While the filing signals management’s alignment with performance goals, it also introduces a future dilution overhang equivalent to the underlying shares when they convert.

Positive

• CEO earned 87,615 PSUs after hitting a corporate milestone, demonstrating operational progress and aligning management compensation with performance.

Negative

• The PSUs will add up to 87,615 ordinary shares to the float upon vesting, creating incremental dilution at year-end 2025.

Insights

Securities Analyst

TL;DR: CEO earns 87,615 PSUs; positive alignment, neutral immediate impact, future dilution possible.

The Form 4 confirms that URGN’s CEO satisfied a corporate milestone, triggering the earning of 87.6k PSUs. No cash outlay or share sale occurred, so near-term supply remains unchanged. The units will only convert in late-2025, limiting present dilution but setting a known issuance pipeline. From a valuation standpoint the number equals roughly 0.4% of a 22 million share base, a modest dilution risk. Overall, the disclosure is governance-neutral with a slight positive signal on milestone execution.

Corporate Governance Expert

TL;DR: Performance-based equity aligns CEO incentives, routine for biotech sector.

The PSUs tie payout to objective milestones and time-based vesting, meeting standard pay-for-performance principles. The single-insider filing shows clean structure—no accelerated vesting or re-pricing. Investors should note the attorney-in-fact signature, indicating proper delegation. Risk is limited to eventual dilution, already scheduled and transparent.

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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): July 30, 2025

TIPTREE INC.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-33549

38-3754322

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

660 Steamboat Road

2nd Floor

Greenwich

CT

06830

(Address of Principal Executive Offices)

(Zip Code)

(212) 446-1400

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below): 

☐    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			NASDAQ			Capital 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 2.02 Results of Operations and Financial Condition.

    On July 30, 2025, Tiptree Inc. (the “Company” or “Tiptree”) issued a press release announcing its results of operations for the quarter ended June 30, 2025. 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 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 18, 2025 and a payment date of August 25, 2025.

    On July 30, 2025, the Company posted an investor presentation dated July 30, 2025 on the Investor Resources section of www.tiptreeinc.com. The investor presentation is furnished as Exhibit 99.2 to this Form 8-K and incorporated herein by reference. Tiptree’s website is not intended to function as a hyperlink, and the information contained on such website is not a part of this Form 8-K.

    The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, 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 Exhibits 99.1 and 99.2, 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:

99.1			Tiptree Inc. press release, dated July 30, 2025.
99.2			Tiptree Inc. Investor Presentation - July 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:			July 30, 2025			By:			/s/ Jonathan Ilany
									Name: Jonathan Ilany
									Title: Chief Executive Officer

FAQ

What did UroGen Pharma (URGN) disclose in its latest Form 4?

The filing shows CEO Elizabeth Barrett earned 87,615 performance stock units on 07/28/2025.

How many shares could be issued from the reported PSUs?

If vested, the PSUs will convert into 87,615 ordinary shares on 12/31/2025.

When do the PSUs granted to URGN’s CEO vest?

They require continued service and are scheduled to vest on 12/31/2025.

Was any cash paid for the PSUs in this transaction?

No. The PSUs have a $0 exercise price; they are performance-based equity awards.

Did the Form 4 report any insider sales?

No insider sales were reported; only the earning of PSUs was disclosed.