Tiptree Inc. (TIPT) CFO details RSU cliff vesting and tax share withholding

Rhea-AI Filing Summary

Tiptree Inc. Chief Financial Officer Scott T. McKinney reported equity award activity rather than an open-market trade. On February 20, he acquired 15,110 shares of common stock through the cliff vesting and conversion of matching restricted stock units originally granted on February 22, 2023.

To cover withholding tax on this vesting, 5,143 shares of common stock were disposed of at $17.06 per share via share withholding, not a market sale. After these transactions, he directly owns 99,939 common shares and holds an additional 168 shares indirectly through a 401(k) plan.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McKinney Scott T.

(Last) (First) (Middle)

C/O TIPTREE INC.

660 STEAMBOAT ROAD, 2ND FL.

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TIPTREE INC. [ TIPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		M(1)		15,110	A	(1)	105,082	D
Common Stock	02/20/2026		F(2)		5,143	D	$17.06(3)	99,939	D
Common Stock								168	I	By 401K

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	02/20/2026		M			15,110	(4)	(4)	Common Stock	15,110	(4)	0	D

Explanation of Responses:

1. The acquisition of the common stock resulted from the cliff vesting of matching restricted stock units ("RSUs") granted to the Reporting Person on February 22, 2023.

2. Represents the number of shares withheld to satisfy the Reporting Person's withholding tax liability upon vesting of the RSUs.

3. Represents the closing stock price as of the transaction date.

4. Represents the cliff vesting of matching RSUs which were granted to the Reporting Person on February 22, 2023.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney

	/s/ Siew Kwok, Attorney-in-Fact for Scott T. McKinney	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Tiptree (TIPT) CFO Scott McKinney report in this Form 4?

Tiptree CFO Scott T. McKinney reported equity award activity, not an open-market trade. Matching RSUs granted on February 22, 2023 cliff-vested into 15,110 common shares, with part of the shares withheld to satisfy tax obligations associated with the vesting event.

How many Tiptree (TIPT) shares did the CFO acquire from RSU vesting?

He acquired 15,110 shares of Tiptree common stock when matching restricted stock units cliff-vested. These RSUs were originally granted on February 22, 2023, and converted into common shares at vesting, increasing his direct ownership before tax-related share withholding.

How many Tiptree (TIPT) shares were withheld for the CFO’s tax liability?

A total of 5,143 common shares were withheld to satisfy Scott McKinney’s tax withholding obligations. The withholding price used was $17.06 per share, corresponding to the stated closing stock price on the transaction date associated with the RSU vesting.

What is the Tiptree (TIPT) CFO’s direct shareholding after these transactions?

Following the RSU vesting and tax withholding disposition, Scott McKinney directly owns 99,939 shares of Tiptree common stock. This figure reflects the net balance after acquiring 15,110 shares from RSUs and having 5,143 shares withheld for taxes.

Does the Tiptree (TIPT) CFO have any indirect ownership reported?

Yes. In addition to his direct holdings, Scott McKinney has 168 shares of Tiptree common stock held indirectly through a 401(k) plan. This indirect position is disclosed separately from his direct ownership balance in the Form 4 data.

Were the Tiptree (TIPT) CFO’s transactions open-market buys or sells?

No. The filing shows equity award-related activity: RSUs converted into 15,110 common shares and 5,143 shares disposed of to cover tax withholding. There is no indication of discretionary open-market buying or selling in these reported transactions.