Tiptree (TIPT) CEO Michael Barnes details 27.31% stake and $2M trading plan

Rhea-AI Filing Summary

Tiptree Inc. insider Michael Barnes has updated his ownership disclosure and adopted a new stock purchase plan. As of March 1, 2026, the company had 37,877,057 common shares outstanding, and Barnes beneficially owned 10,439,197 shares, including 353,769 shares issuable upon option exercise, representing about 27.31% of this total.

Effective March 11, 2026, Barnes entered into a trading plan with Wells Fargo Advisors authorizing the broker to purchase Tiptree common stock on his behalf with an aggregate purchase price of up to $2,000,000, subject to conditions that include the trading price. The plan is filed as an exhibit and the amendment also refreshes disclosures on his ownership and related arrangements.

Insights

Equity ownership & governance analyst

CEO Barnes formalizes up to $2M share purchases under a trading plan.

Michael Barnes, CEO and chairman of Tiptree Inc., reports beneficial ownership of 10,439,197 common shares, including 353,769 issuable from stock options. This equates to about 27.31% of the reference share base as of March 1, 2026, a sizeable insider stake.

On March 11, 2026, he entered a trading plan with Wells Fargo Advisors authorizing purchases of common stock up to an aggregate of $2,000,000, subject to conditions such as trading price. Such plans typically structure purchases over time under pre-set rules, limiting ad‑hoc decisions.

The amendment mainly updates Items 4–7 to describe this trading plan and restate ownership details. Future company filings and Forms 4 will show if and when purchases occur under the plan, giving more visibility into actual transaction volumes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

TIPTREE INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

Michael Barnes
660 STEAMBOAT ROAD, 2ND FLOOR
GREENWICH, CT, 06830
212-446-1400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Barnes Michael Gene

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,439,197.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,439,197.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,439,197.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.31 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 30, 2025 (the "Original Schedule 13D"), with respect to the Common Stock, par value $0.001 per share (the "Common Stock"), of Tiptree Inc., a Maryland corporation (the "Company" or "Tiptree"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 4, 5, 6 and 7 as set forth below.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: TIPTREE INC.
(c)	Address of Issuer's Principal Executive Offices: 660 STEAMBOAT ROAD, 2ND FLOOR, GREENWICH, CONNECTICUT , 06830.
Item 2.	Identity and Background
(a)	Michael Gene Barnes
(b)	c/o Tiptree Inc. 660 Steamboat Road, 2nd Fl. Greenwich, CT 06830
(c)	CEO and Chairman of Tiptree Inc.
(d)	None
(e)	None
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	N/A
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and restated in its entirety with the following: Effective as of March 11, 2026, Michael Barnes entered into a trading plan (the "Trading Plan"), with Wells Fargo Advisors, LLC ("Broker"), pursuant to which Broker is authorized and directed to purchase on behalf of Michael Barnes a number of shares of Common Stock with an aggregate purchase price of up to $2,000,000, subject to satisfaction of certain conditions, including, among others, the trading price. A copy of the Trading Plan is being filed as an exhibit hereto and the foregoing description of the Trading Plan is not complete and is qualified in its entirety by reference to the Trading Plan, which is referenced as Exhibit 1 to this Schedule 13D/A.
Item 5.	Interest in Securities of the Issuer
(a)	For purposes of this Item 5(a), as of March 1, 2026, the Company had 37,877,057 shares of Common Stock ("Tiptree Shares") outstanding. Michael Barnes may be deemed to beneficially own 10,439,197 Tiptree Shares over which Mr. Barnes has sole voting and dispositive power, consisting of 10,085,428 Tiptree Shares Mr. Barnes owns directly and 353,769 Tiptree Shares issuable upon exercise of stock options (the "Stock Options"). These shares represent approximately 27.31% of, collectively, (i) 37,877,057 Tiptree Shares outstanding and (ii) 353,769 Tiptree Shares issuable upon exercise of the Stock Options Mr. Barnes owns directly.
(b)	Mr. Barnes has the sole power to dispose of and the sole power to vote the 10,085,428 Tiptree Shares directly owned by him and the 353,769 Tiptree Shares issuable upon exercise of the Stock Options Mr. Barnes owns directly.
(c)	Any transactions in Tiptree shares disclosed on a Form 4 filed by a Reporting Person during the period ending on the filing date of such amendment and starting on the later of the date 60 days before such filing date and the date of the most closely preceding amendment is and shall be incorporated into Item 5(c) without any further notice.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and restated in its entirety with the following: See Item 4 above for a description of the Trading Plan, which is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Trading Plan between Michael Barnes and Broker, dated March 11, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Barnes Michael Gene

Signature:	/s/ Michael Barnes
Name/Title:	Michael Barnes
Date:	03/12/2026

FAQ

What does Michael Barnes’ Schedule 13D/A say about his Tiptree (TIPT) ownership?

The filing reports that Michael Barnes beneficially owns 10,439,197 Tiptree common shares, including 353,769 shares issuable from stock options. Based on 37,877,057 shares outstanding plus those options, this represents approximately 27.31% of the company’s common equity as of March 1, 2026.

What new trading plan did Michael Barnes adopt for Tiptree (TIPT) shares?

Effective March 11, 2026, Michael Barnes entered into a trading plan with Wells Fargo Advisors. The broker is authorized to purchase Tiptree common stock on his behalf with an aggregate purchase price of up to $2,000,000, subject to conditions that include the trading price of the shares.

How many Tiptree (TIPT) shares were outstanding when Barnes’ ownership was calculated?

For the ownership calculation, the filing states that Tiptree had 37,877,057 common shares outstanding as of March 1, 2026. Barnes’ 10,439,197 beneficially owned shares, including 353,769 issuable upon option exercise, are measured against this outstanding amount plus his option shares.

How is Michael Barnes’ beneficial ownership in Tiptree (TIPT) structured?

Barnes’ beneficial ownership consists of 10,085,428 Tiptree common shares he owns directly, plus 353,769 additional shares issuable upon exercise of stock options he holds. He has sole voting and dispositive power over these shares, according to the updated Schedule 13D/A disclosure.

What parts of Michael Barnes’ prior Tiptree (TIPT) filing were amended?

The amendment updates Items 4, 5, 6 and 7 of the prior beneficial ownership statement. It restates the purpose of the transaction to describe the new trading plan, refreshes detailed ownership information, incorporates the trading plan by reference, and lists the plan as a material exhibit.

Does the Schedule 13D/A show recent Tiptree (TIPT) trades by Michael Barnes?

The document states that any Tiptree share transactions reported on a Form 4 during a defined 60‑day lookback period are incorporated into Item 5(c). Specific trades are not repeated in this amendment; investors would need to review related Form 4 filings for transaction‑level detail.