Fortegra $1.65B sale closes as Tiptree (NASDAQ: TIPT) unlocks capital

Rhea-AI Filing Summary

Tiptree Inc. has completed the cash sale of its subsidiary The Fortegra Group to DB Insurance for an Aggregate Closing Purchase Price of $1.65 billion. After agreed deductions and an $8 million Leakage Reserve Holdback, about $1.08 billion was payable for Tiptree’s benefit at closing.

The company highlights that the transaction strengthens its balance sheet and supports a pro-forma book value of approximately $23.80 per diluted share, alongside a new $20 million share repurchase authorization. Tiptree also terminated its Fortress Credit Agreement after repaying all outstanding obligations and obtained lender consents and amendments to Fortegra-related credit facilities tied to the change of control.

Positive

• Fortegra sale unlocks significant cash: Purchaser paid an Aggregate Closing Purchase Price of $1.65 billion in cash, with approximately $1.08 billion payable for the benefit of Tiptree at closing, providing substantial balance sheet liquidity.
• Improved capital position and shareholder focus: Tiptree cites a strengthened balance sheet, pro-forma book value of about $23.80 per diluted share, and authorization of a new $20 million share repurchase program to enhance shareholder value.
• Debt repayment and simplification: Tiptree Holdings repaid in full all outstanding obligations under the Fortress Credit Agreement, leading to discharge of obligations, release of collateral liens, and termination of that credit facility.

Negative

• None.

Insights

Equity analyst

Large cash sale of Fortegra, balance sheet strengthened and new buyback authorization.

Tiptree completed the sale of Fortegra to DB Insurance for an Aggregate Closing Purchase Price of $1.65 billion. After deductions, approximately $1.08 billion was payable for Tiptree’s benefit at closing, delivering substantial liquidity from a long-held insurance asset.

The company states that the deal strengthens its balance sheet and results in about $23.80 of pro-forma book value per diluted share, while authorizing a new $20 million share repurchase program. Tiptree also repaid and terminated the Fortress Credit Agreement, removing related debt and liens.

Future performance will depend on how Tiptree deploys this capital into financial services, insurance, asset management and specialty finance, as referenced in its strategy. Subsequent filings may detail specific acquisitions or capital returns following the May 2026 closing.

8-K Event Classification

5 items: 1.01, 1.02, 2.01, 8.01, 9.01

5 items

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 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate Closing Purchase Price: $1.65 billion cash Cash payable for Tiptree’s benefit: approximately $1.08 billion Leakage Reserve Holdback Amount: $8 million +3 more

6 metrics

Aggregate Closing Purchase Price $1.65 billion cash Total cash consideration for Fortegra under the Merger Agreement

Cash payable for Tiptree’s benefit approximately $1.08 billion Aggregate Closing Purchase Price payable for the benefit of Tiptree at Closing

Leakage Reserve Holdback Amount $8 million Deposited into segregated escrow to cover additional Leakage identified within four months after Closing

Pro-forma book value per diluted share $23.80 Approximate pro-forma book value per diluted share cited after the Fortegra sale

Share repurchase authorization $20 million New share repurchase program authorized following completion of the Fortegra sale

Closing Date of Merger May 29, 2026 Date on which Tiptree completed the Closing of the Merger

Key Terms

Aggregate Closing Purchase Price, Leakage Reserve Holdback Amount, Permitted Holders, going concern, +2 more

6 terms

Aggregate Closing Purchase Price financial

"the “Aggregate Closing Purchase Price” for the Merger was an amount equal to $1.65 billion in cash"

Leakage Reserve Holdback Amount financial

"the “Leakage Reserve Holdback Amount” of $8 million"

Permitted Holders regulatory

"an amendment to the definition of “Permitted Holders” to include DB Insurance Co., Ltd."

Permitted holders are the people or entities specifically allowed by a contract, offering document, or law to own or keep certain shares or securities even when general rules restrict transfers or ownership. Think of it like a guest list that lets only approved people stay at an event; for investors this affects who can buy, sell, or keep stock, which influences liquidity, control and the timing of potential sales.

going concern financial

"waiver of any Default or Event of Default arising from a “going concern” qualification"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

held-for-sale financial

"Tiptree classified Fortegra as held-for-sale in its consolidated balance sheets"

An asset classified as "held-for-sale" is one a company has decided to sell rather than keep using, and expects to complete the sale within a short time frame. Investors care because the asset is removed from normal operations and is reported at the lower of its book value or estimated sale value, which can change the balance sheet, signal a shift in strategy, and affect expected cash proceeds—think of it as marking an item in a garage for immediate sale rather than keeping it in the attic.

discontinued operations financial

"classified the related operating results, net of income tax, as discontinued operations"

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.

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Understanding 8-K Material Events →

0001393726false00013937262026-05-292026-05-29

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 29, 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.

In connection with the closing of the Merger (as defined in Item 2.01 below), certain subsidiaries of The Fortegra Group, Inc. (“Fortegra”), a Delaware corporation and subsidiary of Tiptree Inc. (“Tiptree”) entered into the following amendments and consents to existing credit facilities, each dated March 11, 2026 and each becoming operative on the Closing Date (as defined in Item 2.01 below), immediately upon the consummation of the Merger.

South Bay Acceptance Corporation (“SBAC”) and South Bay Funding LLC, each a subsidiary of Fortegra, entered into that certain Limited Consent to Amended and Restated Credit Agreement (the “South Bay Consent”) with the lenders party thereto and Fifth Third Bank, National Association, as administrative agent, which provides for (a) consent under the Amended and Restated Credit Agreement, dated as of October 6, 2023 (as amended, including by the South Bay Consent, the “South Bay Credit Agreement”), to the change of control resulting from the consummation of the Merger, and (b) consent to or the waiver of any Default or Event of Default (each as defined in the South Bay Credit Agreement) arising from a “going concern” qualification as a result of the impending maturity of the Obligations (as defined in the South Bay Credit Agreement) under the South Bay Credit Agreement in the audit opinion on SBAC’s consolidated financial statements for the fiscal year ended December 31, 2025.

Fortegra Financial Corporation, LOTS Intermediate Co. and Fortegra (the “FFC Borrowers”) entered into that certain Second Amendment to Second Amended and Restated Credit Agreement (the “FFC Amendment”) with the guarantors party thereto, the lenders party thereto and Fifth Third Bank, National Association, as administrative agent, which provides for, among other things, (a) consent under the Second Amended and Restated Credit Agreement, dated as of October 21, 2022 (as amended, including by the FFC Amendment, the “FFC Credit Agreement”), to the change of control resulting from the consummation of the Merger, and (b) an amendment to the definition of “Permitted Holders” to include DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea (“Purchaser”), as a Permitted Holder (as defined in the FFC Credit Agreement) following the consummation of the Merger.

In connection with each of the South Bay Consent and the FFC Amendment, the applicable borrowers paid to each consenting lender a fee in an amount equal to a percentage of such lender’s commitment under the applicable credit agreement.

The foregoing descriptions of the South Bay Consent and the FFC Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

The South Bay Consent and the FFC Amendment were entered into in connection with the Merger described in Item 2.01 below, which description is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On the Closing Date, in connection with the Merger, Tiptree Holdings LLC (“Tiptree Holdings”), a subsidiary of Tiptree, repaid in full all outstanding obligations under the Credit Agreement, dated as of February 7, 2025 (the “Fortress Credit Agreement”), by and among Tiptree, as parent, Tiptree Holdings, the lenders party thereto and Fortress Credit Corp., as administrative agent and collateral agent. After giving effect to such repayment, all obligations under the Fortress Credit Agreement (other than unasserted contingent or indemnity obligations that by their nature survive termination) were discharged, all security interests and liens in any collateral were released, and the Fortress Credit Agreement and all related credit documents were terminated.

The termination of the Fortress Credit Agreement was effected in connection with the Merger described in Item 2.01 below, which description is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As disclosed in the Current Report on Form 8-K filed by Tiptree with the Securities and Exchange Commission (the “SEC”) on September 26, 2025 (the “September 26 Current Report”), on September 26, 2025, Tiptree entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Purchaser, and Fortegra. DB Insurance North America Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”) was subsequently incorporated in Delaware and, on April 8, 2026, executed a joinder to the Merger Agreement to become a party thereto. Pursuant to the Merger Agreement, Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the Merger (the “Surviving Corporation”) as a wholly owned subsidiary of Purchaser (the “Merger”), as more fully described in Tiptree’s definitive proxy statement filed with the SEC on October 31, 2025.

Furthermore, as disclosed in the Current Report on Form 8-K filed by Tiptree with the SEC on December 4, 2025, at a special meeting of Tiptree’s stockholders held on December 3, 2025, the stockholders approved the Merger and the other transactions contemplated by

the Merger Agreement, as such Merger may constitute a “transfer of assets” of Tiptree under Section 3-105 of the Maryland General Corporation Law.

As disclosed in the Current Report on Form 8-K filed by Tiptree with the SEC on April 30, 2026 (the “April 30 Current Report”), on April 28, 2026, Tiptree, Purchaser, Merger Sub and Fortegra entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”), which, among other things, removed the approval and/or non-disapproval from the New York State Department of Financial Services (the “NYDFS”) of the proposed acquisition of SBAC as a condition to the closing of the Merger (the “Closing”) and provided for the surrender by SBAC of its premium finance agency license issued by the NYDFS.

Closing of the Merger

On May 29, 2026 (the “Closing Date”), Tiptree completed the Closing. Pursuant to the terms of the Merger Agreement, the “Aggregate Closing Purchase Price” for the Merger was an amount equal to $1.65 billion in cash, less certain categories of payments, liabilities and obligations of Fortegra and its subsidiaries to related parties of Tiptree and Fortegra (as more fully defined in the Merger Agreement) after June 30, 2025 and at or prior to Closing (“Leakage”), the Series A Aggregate Liquidation Preference (as defined in the Merger Agreement) and the “Leakage Reserve Holdback Amount” of $8 million. The Aggregate Closing Purchase Price payable for the benefit of Tiptree at the Closing was approximately $1.08 billion.

At Closing, the Aggregate Closing Purchase Price was delivered by Purchaser, together with the Leakage Reserve Holdback Amount and certain other amounts payable pursuant to the Merger Agreement, to the paying agent for disbursement to the Eligible Holders (as defined in the Merger Agreement), including Tiptree, in accordance with the terms of the Merger Agreement. Separately, the Leakage Reserve Holdback Amount was deposited by Purchaser into a segregated escrow account, to satisfy any additional Leakage amounts that may be identified by Purchaser during the four-month period following the Closing.

The above description of the Merger Agreement and the Merger is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which was included as Exhibit 10.1 to the September 26 Current Report, as amended by the Amendment, a copy of which was included as Exhibit 2.1 to the April 30 Current Report, and the terms of each of which are incorporated in this Current Report on Form 8-K (this “Current Report”) by reference.

Tiptree classified Fortegra as held-for-sale in its consolidated balance sheets and classified the related operating results, net of income tax, as discontinued operations in its consolidated statements of operations in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026 and its Quarterly Report on Form 10-Q for the first quarter ended March 31, 2026, filed with the SEC on April 30, 2026. Consequently, pro forma financial statements, which give effect to the disposition of Fortegra, are not required to be filed with this Current Report.

Item 8.01 Other Events.

On May 29, 2026, Tiptree issued a press release announcing the Closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Limited Consent to Amended and Restated Credit Agreement, dated as of March 11, 2026, by and among South Bay Acceptance Corporation, South Bay Funding LLC, the lenders party thereto and Fifth Third Bank, National Association, as administrative agent.
10.2	Second Amendment to Second Amended and Restated Credit Agreement, dated as of March 11, 2026, by and among Fortegra Financial Corporation, LOTS Intermediate Co., The Fortegra Group, Inc., the guarantors party thereto, the lenders party thereto and Fifth Third Bank, National Association, as administrative agent.
99.1	Press release, dated May 29, 2026, announcing the Closing of the Merger.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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

			Tiptree Inc.
Date:	May 29, 2026		By:	/s/ Michael G. Barnes
			Name:	Michael G. Barnes
			Title:	Chairman and Chief Executive Officer

EXHIBIT 99.1

Tiptree and Warburg Pincus Announce Closing of Fortegra Sale

GREENWICH, Conn., May 29, 2026 – (BUSINESS WIRE) – Tiptree Inc. (NASDAQ: TIPT) (the “Company” or “Tiptree”) and Warburg Pincus LLC (“Warburg Pincus”) today announced the successful closing of the previously disclosed sale of The Fortegra Group, Inc. (“Fortegra”), a leading specialty insurer, to DB Insurance Co., Ltd., Korea's leading property and casualty insurer.

“We are pleased to have successfully completed the sale of Fortegra, which represents the culmination of a multi-year strategy to build and scale a global specialty insurance platform,” said Michael Barnes, Chairman and CEO of Tiptree. “Looking ahead, we are well positioned to focus on the next phase of our strategy—driving long-term value through disciplined capital allocation and strategic acquisitions, with a particular emphasis on financial services, including insurance, asset management, and specialty finance.”

“We have greatly valued the opportunity to work alongside Rick, the Fortegra management team and our partners at Tiptree during this important period for the company. As the company enters this next phase, Fortegra is coming from a place of strength, and we look forward to following their future success,” said Dan Zilberman, Global Head of Capital Solutions and Global Co-Head of Financial Services at Warburg Pincus.

The transaction represents a significant milestone in Tiptree’s evolution and unlocks substantial capital to enhance shareholder value, including:

•Strengthened balance sheet, with substantial cash proceeds, resulting in approximately $23.80 of pro-forma book value per diluted share.

•Enhanced financial flexibility to pursue value-accretive capital allocation opportunities.

•Authorization of a new $20 million share repurchase program, reflecting confidence in the Company’s intrinsic value.

About Tiptree

Tiptree Inc. (NASDAQ: TIPT) allocates capital to select small and middle market companies with the mission of building long-term value. Established in 2007, Tiptree has a significant track record investing across a variety of industries and asset types, including insurance, asset management, specialty finance, and real estate sectors. With proprietary access and a flexible capital base, Tiptree seeks to uncover compelling investment

opportunities and support management teams in unlocking the full value potential of their businesses. For more information, please visit tiptreeinc.com and follow us on LinkedIn.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $100 billion in assets under management, and more than 215 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.

Warburg Pincus has been a leading investor in the insurance industry for 30 years, investing more than $5 billion in equity capital across more than 20 investments, globally. These investments include Aeolus Re, Arch Capital, Fetch Pet Insurance, Foundation Risk Partners, ICICI Lombard Insurance, K2 Insurance Services, Keystone Agency Partners, McGill & Partners, ParetoHealth, RenaissanceRe, and Somers Re, amongst others.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn and YouTube.

Forward-Looking Statements

This communication 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 communication 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 communication. 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.

FAQ

What transaction did Tiptree Inc. (TIPT) complete involving Fortegra?

Tiptree completed the sale of The Fortegra Group, Inc. to DB Insurance for an Aggregate Closing Purchase Price of $1.65 billion in cash. Fortegra becomes a wholly owned subsidiary of DB Insurance through a merger with DB Insurance North America Merger Sub.

How much cash does Tiptree Inc. (TIPT) expect from the Fortegra sale?

The Aggregate Closing Purchase Price was $1.65 billion in cash, with approximately $1.08 billion payable for the benefit of Tiptree at closing. This amount reflects deductions for specified payments, liabilities, a Series A liquidation preference, and an $8 million Leakage Reserve Holdback.

How does the Fortegra sale affect Tiptree’s book value per share?

Tiptree states that the Fortegra sale results in approximately $23.80 of pro-forma book value per diluted share. This figure reflects the impact of substantial cash proceeds on the company’s balance sheet following completion of the transaction on May 29, 2026.

Did Tiptree Inc. (TIPT) announce any share repurchase plans after the Fortegra sale?

Yes. Tiptree announced authorization of a new $20 million share repurchase program. The company links this to capital unlocked by the Fortegra transaction and frames it as part of efforts to enhance shareholder value following the sale’s completion.

What happened to Tiptree’s Fortress Credit Agreement in connection with the Merger?

On the Closing Date, Tiptree Holdings repaid in full all outstanding obligations under the Fortress Credit Agreement. Following repayment, obligations were discharged, collateral liens were released, and the Fortress Credit Agreement and related credit documents were terminated.

Why are no pro forma financial statements included for Tiptree Inc. (TIPT) after the Fortegra sale?

Tiptree previously classified Fortegra as held-for-sale and reported its operating results as discontinued operations in its 2025 Form 10-K and Q1 2026 Form 10-Q. Because of this prior presentation, the company states that pro forma financial statements are not required.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 18.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 86.6 KB
• EX-10.2 EX-10.2 208.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB