Entry into a Material Definitive Agreement · Results of Operations and Financial Condition · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On April 28, 2026, Tiptree Inc., a Maryland corporation (“Tiptree” or the “Company”), The Fortegra Group, Inc., a Delaware corporation and subsidiary of the Company (“Fortegra”), DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea (“Purchaser”), and DB Insurance North America Merger Sub, Inc., a Delaware co…
Tiptree Inc. (NASDAQ: TIPT) is an insurance holding company focused on building and growing P&C insurance businesses in specialized markets. The Company’s strategy combines experienced management teams, disciplined underwriting and prudent investment and capital management to create long-term shareholder value. Tiptree seeks to build businesses distinguished by underwriting expertise, strong distribution relationships and sustainable profitability, with the objective of compounding book value per share over time. For more information, please visit tiptreeinc.com and follow us on LinkedIn.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 28, 2026, Tiptree Inc., a Maryland corporation (“Tiptree” or the “Company”), The Fortegra Group, Inc., a Delaware corporation and subsidiary of the Company (“Fortegra”), DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea (“Purchaser”), and DB Insurance North America Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”), entered into that certain First Amendment to Agreement and Plan of Merger (the “Amendment”), which amends the Agreement and Plan of Merger, dated as of September 26, 2025 (as amended, the “Merger Agreement”), by and among the Company, Fortegra, Purchaser and Merger Sub. The Merger Agreement provides for, among other things, the acquisition of Fortegra by Purchaser, by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the merger as a wholly owned subsidiary of Purchaser (the “Transaction”).
As a result of the Amendment, the Transaction will no longer be conditioned on the approval and/or non-disapproval from the New York State Department of Financial Services (the “NYDFS”) of the proposed acquisition of control of South Bay Acceptance Corp. (“SBAC”), a wholly owned subsidiary of Fortegra, which holds a premium finance agency license in New York. In lieu of the foregoing condition, Fortegra has agreed to use its reasonable best efforts to cause SBAC to surrender its premium finance agency license issued by the NYDFS by no later than May 5, 2026 as a condition to the closing of the Transaction.
Except as amended by the Amendment, the Merger Agreement continues in full force and effect.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition.
On April 30, 2026 Tiptree issued a press release announcing its results of operations for the three months ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
Included in the press release furnished as Exhibit 99.1 was an announcement that the board of directors of the Company has declared a cash dividend of $0.06 per share to Tiptree’s stockholders, with a record date of May 18, 2026 and a payment date of May 26, 2026.
On April 30, 2026, the Company posted an investor presentation dated April 2026 on the Investor Resources section of www.tiptreeinc.com. The investor presentation is furnished as Exhibit 99.2 to this Form 8-K and incorporated herein by reference. Tiptree’s website is not intended to function as a hyperlink, and the information contained on such website is not a part of this Form 8-K.
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Filed exhibits (2)
EX-99.1 (by filename) tipt-ex99_1.htm
EX-99.1
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tipt-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
TIPTREE ANNOUNCES FIRST QUARTER 2026 RESULTS
Greenwich, Connecticut - April 30, 2026- Tiptree Inc. (NASDAQ:TIPT) (“Tiptree” or the “Company”), today announced its financial results for the three months ended March 31, 2026.
Highlights
• Returned capital to shareholders through approximately $5.0 million of share repurchases during the first quarter, at an average price of $16.13 per share.
• Declared a dividend of $0.06 per share to stockholders of record on May 18, 2026 with a payment date of May 26, 2026.
• On September 26, 2025, the Company agreed to sell Fortegra for $1.65 billion, with $1.12 billion estimated gross proceeds to Tiptree pending regulatory approvals. Anticipated closing of the Fortegra transaction remains mid-2026.
• On October 31, 2025, the Company agreed to sell its mortgage business, Reliance First Capital, for 93.5% of tangible book value at closing, or $50 million of estimated gross proceeds as of March 31, 2026. Anticipated closing remains mid-2026.
• Tiptree's pro-forma book value as of March 31, 2026 is estimated to be $912 million or $23.80 per diluted share, net of estimated taxes and t…
EX-99.2
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tipt-ex99_2.htm
EX-99.2
Company Update April 2026 EXHIBIT 99.2
1 LIMITATIONS ON THE USE OF INFORMATION This presentation has been prepared by Tiptree Inc. and its consolidated subsidiaries (“Tiptree", "the Company" or "we”) solely for informational purposes, and not for the purpose of updating any information or forecast with respect to Tiptree, its subsidiaries or any of its affiliates or any other purpose. Tiptree reports a non-controlling interest in certain operating subsidiaries that are not wholly owned. Unless otherwise noted, all information is of Tiptree on a consolidated basis before non-controlling interest. Neither Tiptree nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and no such party shall have any liability for such information. These materials and any related oral statements are not all-inclusive and shall not be construed as legal, tax, investment or any other advice. You should consult your own counsel, accountant or business advisors. Performance information is historical and is not indicative of, nor does it guarantee future results. There …