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  4. [8-K] TIPTREE INC. Reports Material Event

Tiptree (NASDAQ: TIPT) exits Reliance First Capital in $47,291,890 cash deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tiptree Inc. completed the sale of all membership interests in its subsidiary Reliance First Capital LLC to Carrington Mortgage Services, LLC. Tiptree and its unit Reliance Holdings LLC acted as sellers under a previously signed Purchase Agreement.

At closing, the buyer paid $47,291,890 in cash to the sellers. An additional $2,000,000 was placed in escrow as a Purchase Price Adjustment Holdback Amount and $1,027,798 was placed in escrow as a Specified Tax Holdback Amount. These escrow amounts are expected to be released to the sellers after final determinations under the Purchase Agreement.

Positive

  • None.

Negative

  • None.

Insights

Tiptree sells Reliance First Capital for cash with escrow holdbacks.

Tiptree Inc. has exited its ownership of Reliance First Capital LLC, transferring all membership interests to Carrington Mortgage Services, LLC. The transaction is governed by an earlier Purchase Agreement and its amendment, indicating a structured, negotiated sale process.

The closing delivered $47,291,890 in cash to Tiptree’s selling entities, while $2,000,000 and $1,027,798 were placed in escrow for purchase price adjustment and specified tax matters. Release of these holdbacks depends on final purchase price calculations and tax determinations as set out in the agreement.

This divestiture simplifies Tiptree’s portfolio and generates meaningful cash proceeds. The ultimate value realized will reflect how the purchase price adjustment and specified tax issues are resolved under the Purchase Agreement and its amendment referenced in the company’s prior SEC filings.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash consideration at closing $47,291,890 Paid by Carrington Mortgage Services, LLC to Tiptree sellers at closing
Purchase price adjustment escrow $2,000,000 Purchase Price Adjustment Holdback Amount held in escrow
Specified tax escrow $1,027,798 Specified Tax Holdback Amount held in escrow
Completion date of sale May 1, 2026 Date Tiptree completed sale of Reliance First Capital LLC
Purchase Agreement regulatory
"pursuant to the Purchase Agreement, dated October 31, 2025 as amended"
A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.
Purchase Price Adjustment Holdback Amount financial
"an additional $2,000,000 held in escrow related to the Purchase Price Adjustment Holdback Amount"
Specified Tax Holdback Amount financial
"$1,027,798 held in escrow related to the Specified Tax Holdback Amount"
Inline XBRL technical
"Cover Page Interactive Data File (formatted as Inline XBRL)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
0001393726false00013937262026-05-012026-05-01

 

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): May 01, 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 2.01 Completion of Acquisition or Disposition of Assets.

 

On May 1, 2026, Tiptree Inc. (“Tiptree”) and Reliance Holdings LLC (“Holdings”), a wholly owned subsidiary of Tiptree, as sellers (the “Sellers”) completed the sale (the “Sale”) of all of the issued and outstanding membership interests of Reliance First Capital LLC (“Reliance”), a wholly owned subsidiary of Holdings to Carrington Mortgage Services, LLC, as buyer (the “Buyer”) pursuant to the Purchase Agreement, dated October 31, 2025 as amended by Amendment No. 1 to the Purchase Agreement, dated as of December 5, 2025 (together, the “Purchase Agreement”), by and among Buyer, Sellers and Reliance.

 

At the closing of the Sale, pursuant to the Purchase Agreement, Buyer paid $47,291,890 in cash to Sellers with an additional $2,000,000 held in escrow related to the Purchase Price Adjustment Holdback Amount (as defined in the Purchase Agreement) and $1,027,798 held in escrow related to the Specified Tax Holdback Amount (as defined in the Purchase Agreement). The Purchase Price Adjustment Holdback Amount is expected to be released to Sellers following the final determination of the purchase price adjustment in accordance with the Purchase Agreement. The Specified Tax Holdback Amount is expected to be released to Sellers following the final determination of specified tax matters pursuant to the Purchase Agreement or earlier upon the occurrence of certain events specified therein.


The foregoing description of the Purchase Agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Tiptree with the U.S. Securities and Exchange Commission (the “SEC”) on October 31, 2025, and as amended by Amendment No. 1, filed as Exhibit 10.25 to the Annual Report on Form 10-K filed by Tiptree with the SEC on March 6, 2026, does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, and is incorporated into this Current Report by reference.

 

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

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:

May 4, 2026

By:

/s/ Michael G. Barnes

 

 

 

Michael G. Barnes, Chairman & Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Tiptree Inc. (TIPT) announce regarding Reliance First Capital?

Tiptree Inc. completed the sale of all issued and outstanding membership interests of its subsidiary Reliance First Capital LLC to Carrington Mortgage Services, LLC. The deal follows a previously signed Purchase Agreement and removes Reliance First Capital from Tiptree’s corporate structure.

How much cash did Tiptree Inc. (TIPT) receive at closing for the Reliance sale?

At closing, the buyer paid $47,291,890 in cash to the Tiptree selling entities. This amount reflects the main consideration under the Purchase Agreement, separate from additional sums held in escrow for purchase price adjustments and specified tax matters.

What escrow amounts are associated with Tiptree Inc.’s (TIPT) sale of Reliance First Capital?

The transaction includes a $2,000,000 Purchase Price Adjustment Holdback Amount and a $1,027,798 Specified Tax Holdback Amount, both held in escrow. These sums are expected to be released to the sellers after final purchase price and specified tax determinations under the Purchase Agreement.

When did Tiptree Inc. (TIPT) complete the sale of Reliance First Capital LLC?

Tiptree completed the sale of all Reliance First Capital LLC membership interests on May 1, 2026. This closing followed the original Purchase Agreement dated October 31, 2025 and an amendment dated December 5, 2025 between the buyer, sellers, and Reliance.

Who are the parties involved in Tiptree Inc.’s (TIPT) Reliance First Capital transaction?

The sellers are Tiptree Inc. and its wholly owned subsidiary Reliance Holdings LLC. The buyer is Carrington Mortgage Services, LLC. The asset sold is all issued and outstanding membership interests of Reliance First Capital LLC, previously owned through Reliance Holdings.

How is the Purchase Agreement for Tiptree Inc. (TIPT) and Reliance documented?

The Purchase Agreement dated October 31, 2025 is filed as an exhibit in a prior Tiptree SEC filing, and Amendment No. 1 dated December 5, 2025 appears in the company’s Form 10-K. The current report incorporates these agreements by reference.

Filing Exhibits & Attachments

1 document

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