Tiptree Inc SEC Filings

Tiptree Inc. provides an update on the planned sale of its subsidiary The Fortegra Group, Inc. to DB Insurance Co., Ltd. The Merger Agreement calls for DB Insurance to acquire Fortegra for a cash purchase price of $1.65 billion, subject to adjustments described in the agreement.

The transaction will be completed through a merger of DB Insurance North America Merger Sub, Inc. into Fortegra, with Fortegra surviving as a wholly owned subsidiary of DB Insurance. The parties currently expect to consummate the merger on May 29, 2026, subject to satisfaction or waiver of remaining customary closing conditions.

The filing also reiterates extensive forward-looking statement cautions, highlighting risks such as failure to satisfy closing conditions, potential legal proceedings, changes in business performance, competitive and macroeconomic pressures, regulatory changes, cybersecurity issues, liquidity needs at insurance subsidiaries, and Tiptree’s ability to continue as a going concern.

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.

Tiptree Inc. reported a stronger quarter as it prepares to exit its insurance and mortgage businesses. For the three months ended March 31, 2026, net income attributable to common stockholders rose to $14.2 million from $5.6 million, driven entirely by discontinued operations at Fortegra and Reliance, while continuing operations generated a net loss of $7.1 million.

Fortegra, which is being sold for $1.65 billion in cash, contributed $20.5 million of net income from discontinued operations, and Reliance added $0.9 million. If the Fortegra sale had closed at March 31, 2026, Tiptree’s 69.0% diluted stake would have produced an estimated pre‑tax gain of about $409.8 million. Book value per share (non‑GAAP) increased to $13.42 from $12.63 a year earlier.

Total assets were $7.0 billion, largely reflecting assets held for sale. Tiptree maintained shareholder returns, paying a quarterly dividend of $0.06 per share and repurchasing 310,033 shares for $5.0 million, while ending the quarter with $33.4 million in cash and cash equivalents at the holding company.

Tiptree Inc. amended its agreement to sell subsidiary The Fortegra Group, Inc. to DB Insurance, removing a closing condition tied to New York regulatory approval of South Bay Acceptance Corp. Instead, Fortegra must use reasonable best efforts to have SBAC surrender its New York premium finance agency license by May 5, 2026 for the merger to close.

For the quarter ended March 31, 2026, Tiptree reported no GAAP revenues, total expenses of $8.997 million and a net loss from continuing operations of $7.139 million, compared with a $9.701 million loss a year earlier. Net income from discontinued operations was $21.385 million versus $15.336 million, leading to diluted earnings per share of $0.34 versus $0.13.

The company repurchased about $5.0 million of shares at an average price of $16.13 and declared a quarterly dividend of $0.06 per share. Book value per share rose to $13.42 from $12.63. Tiptree highlighted the pending all-cash sale of Fortegra for $1.65 billion, with an estimated $1.12 billion in gross proceeds to Tiptree and a separate pending sale of Reliance First Capital for an estimated $50 million. Pro-forma book value as of March 31, 2026 is estimated at $912 million, or $23.80 per diluted share, assuming both transactions close.

Tiptree Inc. held its 2026 Annual Meeting of Stockholders on April 28, 2026. Stockholders elected all three director nominees: Paul M. Friedman, Randy Maultsby and Bradley E. Smith.

They approved an amendment to the 2017 Omnibus Incentive Plan extending its term to June 6, 2037 and increasing the shares available for awards by an additional 4,000,000 shares. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved, on an advisory basis, the compensation of the named executive officers.

In a separate advisory vote on how often to hold future say-on-pay votes, the option of every three years received the most support, and the Board determined to hold advisory votes on executive compensation on a three-year cycle.

Smith Bradley E. reported acquisition or exercise transactions in this Form 4 filing.

TIPTREE INC. director Bradley E. Smith reported receiving a grant of 1,907 shares of common stock on April 2, 2026. This stock award represents the share component of his annual director retainer fee, which is paid quarterly in arrears and carries a stated price of $0.00 per share as compensation rather than a market purchase.

After the grant, Smith directly holds 105,495 shares of common stock. The filing also shows an indirect holding of 63,738 shares through Kahala Capital Advisors LLC, where Smith is a principal. He disclaims beneficial ownership of those indirectly held shares except to the extent of his pecuniary interest.

Tiptree Inc. director Lesley Goldwasser received a stock grant of 1,144 shares of Common Stock as part of board compensation. The shares represent the stock component of the director’s annual retainer fee, which is paid quarterly in arrears.

Following this non-cash grant, Goldwasser directly holds 115,554 Tiptree shares. The award is classified as a non-derivative acquisition with no purchase price, reflecting routine equity-based compensation rather than an open-market share purchase or sale.

Tiptree Inc. is asking stockholders to approve several governance and compensation items at its virtual 2026 annual meeting on April 28, 2026. Key proposals include electing three Class I directors, ratifying Deloitte as auditor, and advisory votes on executive pay and its frequency. The most significant change is Amendment No. 2 to the 2017 Omnibus Incentive Plan, which would extend the plan to June 6, 2037 and add 4,000,000 shares to the 413,369 shares still available for equity awards. The proxy also highlights 2025 as a transformative year, with agreed sales of Fortegra and Reliance First Capital expected to result in estimated pro‑forma book value of about $923 million, or roughly $24.40 per share when settled, and reviews long‑term stock performance versus major indices.

Tiptree Inc.’s Chief Financial Officer, Scott T. McKinney, reported open-market purchases of the company’s common stock. On March 11, 2026, he indirectly bought 2,600 shares through a 401(k) account at a weighted-average price of $16.154 per share. On March 12, 2026, he indirectly bought another 1,232 shares through the same 401(k) at a weighted-average price of $15.976 per share.

After these transactions, his 401(k) held 4,000 shares indirectly, and a separate holding entry shows 99,939 shares held directly. The footnotes explain that each purchase was executed in multiple trades within narrow price ranges, with the reported prices reflecting weighted averages.