Welcome to our dedicated page for Tiptree SEC filings (Ticker: TIPT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Tiptree Inc. (NASDAQ: TIPT) SEC filings page provides direct access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a Maryland corporation that allocates capital across insurance, specialty finance, real estate, shipping and other assets, Tiptree uses its periodic and current reports to explain its financial results, capital allocation decisions and major transactions.
Through Forms 10‑K and 10‑Q, investors can review Tiptree’s consolidated financial statements, including revenues from earned premiums, service and administrative fees, ceding commissions, net investment income and realized and unrealized gains, along with expenses such as policy and contract benefits, commissions, compensation and interest. These filings also describe segment performance for the insurance operations centered on Fortegra and for the Tiptree Capital segment, as well as non‑GAAP measures like adjusted net income and adjusted return on average equity.
Current reports on Form 8‑K are especially important for understanding Tiptree’s strategic moves. Recent 8‑Ks detail the Agreement and Plan of Merger under which DB Insurance Co., Ltd. will acquire The Fortegra Group, Inc. for a cash purchase price of $1.65 billion, including conditions to closing, voting agreements with major stockholders and risk factor references. Other 8‑Ks describe the Purchase Agreement to sell Reliance First Capital to Carrington Holding Company, LLC, quarterly earnings announcements, dividend declarations, executive leadership changes, and legal department restructuring.
On this page, AI-powered tools can help summarize lengthy filings, highlight key terms in the Fortegra Merger Agreement, and clarify the implications of items such as non‑GAAP reconciliations, leakage provisions, voting agreements and advisory arrangements. Users can also review proxy statements related to the Fortegra transaction and see how Tiptree discloses risk factors, use of proceeds and participant information for proxy solicitations. This centralized view of TIPT’s 10‑K, 10‑Q, 8‑K and proxy materials supports investors who want to analyze Tiptree’s capital allocation strategy, transaction structures and governance framework directly from primary SEC documents.
Tiptree Inc. (TIPT) called a virtual special meeting for December 3, 2025 to seek stockholder approval of a merger in which a DB Insurance Co., Ltd. subsidiary will merge with The Fortegra Group, Inc., making Fortegra a wholly owned subsidiary of DB Insurance. The board unanimously recommends voting FOR.
Tiptree estimates receiving approximately $1.12 billion in cash upon consummation, subject to “Leakage” adjustments and assuming closing before June 1, 2026. If closing occurs after June 1, 2026, Fortegra equityholders are entitled to additional consideration calculated at 10% per annum on $1,650,000,000 for days after that date. Purchaser expects to fund about $1.68 billion with cash on hand. Tiptree plans to use proceeds for general corporate purposes, debt repayment, and potential buybacks/dividends.
Approval requires the affirmative vote of a majority of all votes entitled to be cast; failure to vote or abstentions count as AGAINST the Merger Proposal. As of October 30, 2025, shares outstanding were 37,823,734. Under specified circumstances, a termination fee of $49,500,000 or a $8,250,000 Stockholder Vote Failure Fee may be payable. Tiptree stockholders have no appraisal rights and are not expected to have U.S. federal tax consequences from this corporate action. Required approvals include HSR, CFIUS, multiple U.S. state and non-U.S. insurance regulators, and the Financial Services Commission of South Korea.
Tiptree Inc. filed its Quarterly Report for the period ended September 30, 2025. The filing highlights a proposed Merger under which DB Insurance Co., Ltd. would acquire Fortegra for $1.65 billion in cash, pursuant to a Merger Agreement dated September 26, 2025. The company notes risks related to completing the transaction and potential business disruptions around the process.
Balance sheet metrics show growth across key categories. Total investments were $1,620,999 thousand as of September 30, 2025, compared with $1,350,963 thousand as of December 31, 2024. Cash and cash equivalents were $366,087 thousand as of September 30, 2025, versus $320,067 thousand as of December 31, 2024. Insurance-related balances also increased, including reinsurance recoverable of $1,345,662 thousand and prepaid reinsurance premiums of $1,100,965 thousand as of September 30, 2025.
Shares outstanding were 37,823,734 as of October 28, 2025.
Tiptree Inc. (TIPT) reported its results of operations for the nine months ended September 30, 2025, via a furnished press release. The company also declared a cash dividend of $0.06 per share, with a record date of November 17, 2025 and a payment date of November 24, 2025.
Tiptree posted a new investor presentation dated October 31, 2025, providing additional context alongside the results. The press release and presentation were furnished, not filed, and therefore are not subject to Section 18 liabilities nor incorporated by reference unless specifically stated.
Tiptree Inc. (TIPT) entered a Purchase Agreement to sell Reliance First Capital, LLC to Carrington Holding Company, LLC. The consideration equals 93.50% of Reliance’s Tangible Book Value at closing, adjusted for specified items, with an Estimated Cash Payment at closing reduced by purchase price and tax holdbacks.
Closing is subject to customary conditions, including required regulatory approvals and no governmental action prohibiting the deal. Either party may terminate if the transaction does not close by April 30, 2026, with a possible 30‑day extension solely for pending regulatory approvals. Fundamental Representations (other than Tax) survive six years; Tax Representations survive through the applicable statute of limitations plus 90 days. The parties agreed to mutual indemnities for breaches of Fundamental Representations and covenants, and Sellers indemnify for Tax Representations, all as limited in the agreement.
Tiptree Inc. (TIPT) asks stockholders to approve the sale of its Fortegra stake via a merger with a DB Insurance subsidiary. If approved and closed, Fortegra will become a wholly owned subsidiary of DB Insurance and Tiptree expects approximately $1.12 billion in gross cash proceeds, subject to “Leakage” adjustments and assuming closing before June 1, 2026.
Tiptree plans to retain its non‑insurance operations and remain a Nasdaq‑listed public company. It intends to use proceeds for working capital and general corporate purposes, including taxes, transaction expenses, debt repayment, opportunistic stock repurchases and/or dividends, and potential acquisitions. Stockholders will not receive direct proceeds or incur U.S. federal income tax from this corporate‑level transaction.
Approval requires the affirmative vote of a majority of all votes entitled to be cast; there are no appraisal rights. Purchaser expects to fund about $1.68 billion with cash on hand. Closing is conditioned on multiple regulatory approvals, including HSR, CFIUS, and numerous U.S. and foreign insurance and competition clearances, with timing targeted for mid‑2026. If closing occurs after June 1, 2026, an additional amount accrues at 10% per annum on $1.65 billion until closing. Specified termination and vote‑failure fees may apply under certain outcomes.
Dimensional Fund Advisors LP reported beneficial ownership of 2,175,071 shares of Tiptree Inc common stock, representing 5.8% of the class as of 09/30/2025. The filing is a Schedule 13G/A, indicating a passive investment position; Dimensional disclaims beneficial ownership and states the shares are held by various managed Funds for which it provides advisory services. The filing shows 2,136,743 shares with sole voting power and 2,175,071 shares with sole dispositive power. The signature block is by the Global Chief Compliance Officer on 10/09/2025.
TIPTREE INC. (TIPT) director Paul M. Friedman received 1,807 shares as the stock portion of his quarterly director retainer on 10/03/2025, issued at no cash cost. After the issuance, Mr. Friedman beneficially owns 120,350 shares, held indirectly through The Paul M. Friedman Living Trust dated 3/5/2019, of which he and his spouse are trustees. The filing notes the share payment is a routine director compensation payment deposited to the trust at the director's request. The Form 4 was signed by an attorney-in-fact on 10/06/2025.
Lesley Goldwasser, a director of TIPTREE INC. (TIPT), reported an acquisition of 1,807 shares of common stock on 10/03/2025 as the stock component of the director's quarterly-paid annual retainer. The transaction shows a price of
Michael Barnes reports beneficial ownership of 10,439,197 shares of Tiptree Inc., equal to 27.35% of the outstanding common stock (including 353,769 shares issuable upon exercise of options). On September 26, 2025, Tiptree entered into a merger agreement under which a Purchaser (DB Insurance Co., Ltd.) will acquire The Fortegra Group, Inc. and related transactions are conditioned on stockholder approval. Mr. Barnes signed a Voting and Support Agreement committing his covered shares to be present and voted in favor of the Merger, to vote against competing proposals, and not to transfer covered shares except under permitted exceptions. The agreement terminates on specified events including closing of the Merger.
Schedule 13D filed by Arif Inayatullah reports he beneficially owns 3,392,420 shares of Tiptree Inc., representing 8.97% of the 37,820,120 shares outstanding. The filing discloses that on September 26, 2025, Tiptree entered into a merger agreement under which a DB Insurance Co., Ltd. purchaser will cause Fortegra to become a wholly owned subsidiary following a merger. Mr. Inayatullah entered into a Voting and Support Agreement with the purchaser committing his covered shares to vote in favor of the merger, to appear for quorum purposes, to vote against competing acquisition proposals, and to refrain from transferring covered shares except as permitted. The Voting Agreement terminates on specified events including closing of the merger.
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