Tiptree Inc 10-Q for FY2026 Q1
Tiptree Inc. (TIPT)
About this 10-Q
Tiptree Inc filed this 10-Q on April 30, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $390K a year earlier
- Net income
- $14.25M
- up 152.8% from net income of $5.64M a year earlier
- Diluted EPS
- $0.34
- up 161.5% from $0.13 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number:
(Exact name of Registrant as specified in its charter)
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer |
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Non-Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
As of April 29, 2026, there were
Tiptree Inc.
Quarterly Report on Form 10-Q
March 31, 2026
Table of Contents
PART I. FINANCIAL INFORMATION
Forward-Looking Statements
Except for the historical information included and incorporated by reference in this Quarterly Report on Form 10-Q, the information included and incorporated by reference herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements include information about possible or assumed future events, including, among other things, the anticipated closing of the Sale and the Reliance Purchase Agreement, discussion and analysis of our future financial condition, results of operations and our strategic plans and objectives. When we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions, we intend to identify forward-looking statements.
Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those described in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in this Quarterly Report on Form 10-Q and in our other public filings with the SEC.
The factors described herein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could affect our forward-looking statements. Consequently, our actual performance could be materially different from the results described or anticipated by our forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by the applicable law, we undertake no obligation to update any forward-looking statements.
Market and Industry Data
Certain market data and industry data included in this Quarterly Report on Form 10-Q were obtained from reports of governmental agencies and industry publications and surveys. We believe the data from third-party sources to be reliable based upon our management’s knowledge of the industry, but have not independently verified such data and as such, make no guarantees as to its accuracy, completeness or timeliness.
Note to Reader
In reading this Quarterly Report on Form 10-Q, references to:
“A.M. Best” means A.M. Best Company, Inc.
“Common Stock” or “Common Shares” means Tiptree’s common stock $0.001 par value per share.
“E&S” means excess and surplus.
“EBITDA” means earnings before interest, taxes, depreciation and amortization.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fannie Mae” means Federal National Mortgage Association.
“Fortegra” or “The Fortegra Group” means The Fortegra Group, LLC and its subsidiaries prior to June 21, 2022 and The Fortegra Group, Inc. on or after June 21, 2022.
“Fortegra Additional Warrants” means the additional warrants issued to Warburg and Tiptree Holdings to acquire Fortegra Common Stock.
“Fortegra Common Stock” means the common stock of Fortegra.
“Fortegra Preferred Stock” means the 5,333,333 shares of Series A Preferred Stock of Fortegra issued to Warburg.
“Fortegra Warrants” means the warrants to purchase shares of Fortegra Common Stock.
“Freddie Mac” means Federal Home Loan Mortgage Corporation.
“GAAP” means U.S. generally accepted accounting principles.
“Ginnie Mae” means Government National Mortgage Association.
“GSE” means government-sponsored enterprise.
F-1
“Leakage” means those items that reduce the purchase price pursuant to the Sale Agreement for certain categories of payments made by Fortegra after June 30, 2025 and at or prior to the closing of the Sale, including payments for, among other categories, specified transaction expenses, certain dividends or distributions to related parties, payments to related parties for equity or securities redemptions, returns of capital, and other specified categories of payments or liabilities.
“NAIC” means the National Association of Insurance Commissioners.
“NCI” means non-controlling interests.
“Reliance” means Reliance First Capital, LLC.
“Reliance Holdings” means Reliance Holdings LLC
“Reliance Buyer” means Carrington Mortgage Services, LLC.
“Reliance Purchase Agreement” means the Purchase Agreement entered into on October 31, 2025 by and among Carrington Holding Company, LLC (“Former Buyer”), Tiptree, Reliance and Reliance Holdings, as amended by Amendment No. 1 to Reliance Purchase Agreement, dated as of December 5, 2025 replacing Former Buyer with Reliance Buyer.
“Reliance Sellers” mean Tiptree and Reliance Holdings.
“Sale” means the series of transactions pursuant to the Sale Agreement whereby Purchaser will acquire Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Sale Agreement) and Merger Sub will merge with and into Fortegra, with Fortegra being the surviving corporation, and as a result of which Purchaser shall be the sole stockholder of Fortegra.
“Sale Agreement” means that certain Agreement and Plan of Merger, dated September 26, 2025, by and among Tiptree, Fortegra, DB Insurance Co., Ltd. (“Purchaser”) and a subsidiary of Purchaser (“Merger Sub”) to be incorporated in Delaware following the date of the Sale Agreement and prior to the closing of the Sale.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“SOFR” means the Secured Overnight Financing Rate.
“Tiptree”, the “Company”, “we”, “its”, “us” and “our” means, unless otherwise indicated by the context, Tiptree Inc. and its consolidated subsidiaries.
“Tiptree Advisors” means collectively: Tiptree Advisors Holdings, L.P., Tiptree Advisors, LLC, Tiptree GP Holdings, LLC and Tiptree Holdings GP, LLC.
“Tiptree Credit Agreement” means the Credit Agreement, dated as of February 7, 2025, among Tiptree, Tiptree Holdings, the lenders party thereto from time to time and Fortress Credit Corp., as administrative agent, collateral agent and lead arranger.
“Tiptree Holdings” means Tiptree Holdings LLC.
“Transition Services Agreement” means the Amended and Restated Transition Services Agreement between Tiptree Advisors and Tiptree Inc., effective as of January 1, 2019.
“Warburg” means WP Falcon Aggregator, L.P., a Delaware limited partnership affiliated with funds advised or managed by Warburg Pincus LLC.
“WP Transaction” means the $200 million strategic investment in Fortegra by Warburg.
F-2
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share data)
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As of |
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March 31, |
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December 31, |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Other current assets |
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Total current assets |
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Right of use asset |
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Property, plant and equipment, net |
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Other assets |
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Assets held for sale (1) |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Liabilities: |
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Current liabilities: |
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Short-term debt, net |
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$ |
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$ |
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Other current liabilities |
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Total current liabilities |
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Long-term debt, net |
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Long-term lease obligations |
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Deferred tax liabilities |
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Liabilities held for sale (1) |
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Total liabilities |
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$ |
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$ |
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Stockholders’ Equity: |
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Preferred stock: $ |
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$ |
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$ |
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Common stock: $ |
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Additional paid-in capital |
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Accumulated other comprehensive income (loss), net of tax |
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Retained earnings |
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Total Tiptree Inc. stockholders’ equity |
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Non-controlling interests: |
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Fortegra preferred interests |
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Common interests |
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Total non-controlling interests |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
F-3
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share data)
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Three Months Ended |
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2026 |
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2025 |
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Revenues: |
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Other revenue |
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$ |
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$ |
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Total revenues |
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Expenses: |
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Employee compensation and benefits |
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Depreciation and amortization |
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Other expenses |
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Total expenses |
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Operating income (loss) before taxes |
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Non operating income: |
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Net realized and unrealized gains (losses) |
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Other income |
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Income (loss) before taxes |
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Less: provision (benefit) for income taxes |
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( |
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( |
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Net income (loss) from continuing operations |
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( |
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( |
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Net income (loss) from discontinued operations (1) |
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Net income (loss) attributable to common stockholders |
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$ |
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$ |
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Net income (loss) from continuing operations per common share: |
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Basic earnings per share |
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$ |
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$ |
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Diluted earnings per share |
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$ |
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$ |
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Net income (loss) from discontinued operations per common share: |
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Basic earnings per share |
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$ |
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$ |
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Diluted earnings per share |
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$ |
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$ |
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Net income (loss) per common share: |
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Basic earnings per share |
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$ |
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$ |
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Diluted earnings per share |
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$ |
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$ |
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Weighted average number of common shares: |
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Basic |
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Diluted |
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Dividends declared per common share |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
F-4
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in thousands)
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Three Months Ended |
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2026 |
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2025 |
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Net income (loss) |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Change in unrealized gains (losses) on available for sale securities |
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( |
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Change in unrealized currency translation adjustments |
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Related (provision) benefit for income taxes |
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Other comprehensive income (loss), net of tax |
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( |
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Comprehensive income (loss) |
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( |
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Less: comprehensive income (loss) attributable to non-controlling interests |
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( |
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Comprehensive income (loss) attributable to common stockholders |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
F-5
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(in thousands, except share data)
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Common stock |
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Non-controlling interests |
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Number |
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Par |
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Additional |
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Accumulated |
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Retained |
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Total |
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Fortegra |
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Common |
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Total |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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$ |
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Amortization of share-based incentive compensation |
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— |
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— |
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— |
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— |
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— |
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Vesting of share-based incentive compensation |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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( |
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Shares repurchased |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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— |
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— |
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( |
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Non-controlling interest distributions |
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— |
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— |
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( |
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— |
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— |
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( |
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— |
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— |
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( |
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Common stock dividends declared |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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— |
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— |
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( |
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Other comprehensive income (loss), net of tax |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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— |
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( |
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( |
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Subsidiary preferred dividends declared |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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— |
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— |
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( |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common stock |
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Non-controlling interests |
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Number |
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Par |
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Additional |
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Accumulated |
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Retained |
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Total |
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Fortegra |
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Common |
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Total |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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$ |
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Amortization of share-based incentive compensation |
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— |
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— |
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— |
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— |
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— |
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Vesting of share-based incentive compensation |
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— |
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( |
) |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
) |
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Common stock dividends declared |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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— |
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— |
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( |
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Other comprehensive income (loss), net of tax |
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— |
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— |
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— |
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— |
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— |
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Subsidiary preferred dividends declared |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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— |
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— |
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( |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
F-6
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
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Three Months Ended |
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2026 |
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2025 |
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Operating Activities: |
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Net income (loss) |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by (used in) operating activities |
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Net realized and unrealized (gains) losses |
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( |
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Non-cash compensation expense |
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Amortization/accretion of premiums and discounts |
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Depreciation and amortization expense |
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|
|
|
|
||
Non-cash lease expense |
|
|
|
|
|
|
||
Deferred provision (benefit) for income taxes |
|
|
( |
) |
|
|
( |
) |
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Net income from discontinued operations |
|
|
( |
) |
|
|
( |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
(Increase) decrease in other assets |
|
|
( |
) |
|
|
|
|
Increase (decrease) in other liabilities and lease obligations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities from continuing operations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities from discontinued operations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
|
( |
) |
|
|
( |
) |
Investing Activities: |
|
|
|
|
|
|
||
Purchases of investments |
|
|
|
|
|
( |
) |
|
Proceeds from sales and maturities of investments |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities from continuing operations |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) investing activities from discontinued operations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
( |
) |
Financing Activities: |
|
|
|
|
|
|
||
Dividends paid |
|
|
( |
) |
|
|
( |
) |
Non-controlling interest (redemptions) contributions |
|
|
( |
) |
|
|
|
|
Cash (paid) received in connection with vested or exercised stock awards |
|
|
( |
) |
|
|
( |
) |
Payment of debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Proceeds from borrowings and mortgage notes payable |
|
|
|
|
|
|
||
Principal paydowns of borrowings and mortgage notes payable |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock and other changes in additional paid-in capital |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) financing activities from continuing operations |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) financing activities from discontinued operations |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
||
Effect of exchange rate changes on cash |
|
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Cash, cash equivalents and restricted cash – beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – beginning of period - held for sale |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – end of period |
|
|
|
|
|
|
||
Less: Reclassification of cash to held for sale |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – end of period |
|
$ |
|
|
$ |
|
||
|
|
As of |
|
|||||
Reconciliation of cash, cash equivalents and restricted cash |
|
March 31, |
|
|
December 31, |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed consolidated financial statements.
F-7
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
(1) Organization
Tiptree Inc. (together with its consolidated subsidiaries, collectively, Tiptree, the Company, or we) is a Maryland Corporation that was incorporated on March 19, 2007. Tiptree’s common stock trades on the Nasdaq Capital Market under the symbol “TIPT.” Tiptree is a holding company that allocates capital across a broad spectrum of businesses, assets and other investments.
For the three months ended March 31, 2026, the Chief Operating Decision Maker (“CODM”) was the of the Company. For the three months ended March 31, 2025, the CODM was the Executive Committee of the Company.
As of March 31, 2026, Fortegra was owned approximately
On September 26, 2025, Tiptree entered into an Agreement and Plan of Merger (the “Sale Agreement”) with DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea (“Purchaser”), and Fortegra, a Delaware Corporation and subsidiary of Tiptree. A subsidiary of Purchaser (“Merger Sub”) to be incorporated in Delaware following the date of the Sale Agreement and prior to the closing of the Sale (the “Closing”) will, upon its formation, execute a joinder to the Sale Agreement and thereby become a party thereto.
Pursuant to the Sale Agreement, Purchaser will acquire Fortegra for a purchase price of $
The Sale Agreement contains customary representations and warranties made by each of the parties. The parties have also agreed to various covenants in the Sale Agreement, including agreements by Fortegra to conduct its business in the ordinary course of business in all material respects and in compliance with applicable law and to use commercially reasonable efforts to maintain and preserve substantially intact its present business organization and significant business relationships and goodwill.
Tiptree is also subject to customary “no-shop” restrictions on its ability to solicit acquisition proposals from third parties (including acquisition proposals relating to the sale of all or a significant portion of Fortegra or its assets) and to provide information to, participate in discussions and engage in negotiations with, third parties regarding any acquisition proposals. Tiptree may, under certain specified circumstances, provide information to, participate in discussions and engage in negotiations with, third parties with respect to an acquisition proposal if the board of directors of Tiptree has determined in good faith (after consultation with its outside legal counsel and financial advisors) that such alternative acquisition proposal constitutes or would reasonably be expected to lead to or result in a Superior Proposal (as defined in the Sale Agreement). If the board of directors of Tiptree has determined in good faith (after consultation with its outside legal counsel and financial advisors) that an acquisition proposal constitutes a Superior Proposal, then Tiptree may terminate the Sale Agreement to enter into an agreement with respect to such Superior Proposal, subject to compliance with the procedures specified in the Sale Agreement and payment of a termination fee of $
The Sale is anticipated to close in mid-2026. The Closing is subject to certain conditions, including (i) Tiptree stockholder approval, (ii) Fortegra stockholder approval, (iii) regulatory approval, including certain Form A filings and other insurance regulatory approvals in certain foreign jurisdictions, clearance by the Committee on Foreign Investment in the United States and the expiration or termination
F-8
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) the continued accuracy of the representations and warranties of the parties (subject to specified materiality standards), (v) performance of each party’s obligations under the Sale Agreement in all material respects and (vi) the absence of a material adverse effect with respect to Fortegra.
On
Pursuant to the Reliance Purchase Agreement, the Reliance Buyer will acquire from the Reliance Sellers, pursuant to the terms of the Reliance Purchase Agreement, all of the issued and outstanding membership interests of Reliance for an amount equal, in U.S. dollars, to the sum of (a) the product of (i) the Tangible Book Value (as defined in the Reliance Purchase Agreement) of Reliance as of the closing of the Reliance Transaction and (ii)
(2) Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements of Tiptree have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and include the accounts of the Company and its subsidiaries. The condensed consolidated financial statements are presented in U.S. dollars, the main operating currency of the Company. The unaudited condensed consolidated financial statements presented herein should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, including normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, comprehensive income and cash flows for each of the interim periods presented. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2026.
Non-controlling interests (NCI) on the condensed consolidated balance sheets represent the ownership interests in certain consolidated subsidiaries held by entities or persons other than Tiptree. Accounts and transactions between consolidated entities have been eliminated.
Recent Accounting Standards
Recently Adopted Accounting Pronouncements
Description |
Adoption Date |
Impact on Financial Statements |
|
|
The amendments in this update provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. |
The amendments do
|
F-9
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
Recently Issued Accounting Pronouncements, Not Yet Adopted
Accounting Standard Update |
Description |
Adoption Date |
Impact on Financial Statements |
2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
|
The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of relevant expense and within which expense caption the relevant expense is presented on the face of the income statement within continuing operations. 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. |
The amendments in this update are effective for annual reporting periods beginning after December 15, 2026.
|
The Company is currently assessing the amendments and expects to adopt this guidance when required, with minimal impact to its financials and disclosures.
|
2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40)
|
The amendments in this update remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). |
The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods. |
The Company is currently assessing the amendments and expects to adopt this guidance when required, with minimal impact to its financials or disclosures. |
2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements |
The amendments in this Update clarify interim reporting disclosure requirements and improves the organization of existing guidance of Topic 270. |
The amendments in this update are effective for interim periods beginning after December 15, 2027. |
The Company is currently assessing the amendments and expects to adopt the guidance when required. The Company does not anticipate a material impact on its financial statements or disclosures. |
2025-12, Codification Improvements |
These amendments clean up outdated language, fix errors, clarify calculations and disclosures, update references, and improve consistency across GAAP, with numerous updates also affecting nonprofit and specialized accounting areas. The amendments are not expected to have a significant effect on current accounting practice. |
The amendments in this update are effective for annual reporting periods beginning after December 15, 2026. |
The Company is currently assessing the amendments and expects to adopt the guidance when required. The Company does not anticipate a material impact on its financial statements or disclosures. |
(3) Dispositions, Assets Held for Sale & Discontinued Operations
Dispositions
The Company entered into a Sale Agreement to sell Fortegra, our insurance segment, on
The Fortegra Sale is anticipated to close in mid-2026. The Closing is subject to certain conditions, including regulatory approval, certain Form A filings and other insurance regulatory approvals in certain foreign jurisdictions, clearance by the Committee on Foreign Investment in the United States and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust
F-10
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
Improvements Act of 1976, as amended, the continued accuracy of the representations and warranties of the parties (subject to specified materiality standards), performance of each party’s obligations under the Sale Agreement in all material respects and the absence of a material adverse effect with respect to Fortegra.
The terms of the Reliance Purchase Agreement specify that the total purchase price will be
Assets Held for Sale
Fortegra
The following table presents Fortegra’s details of assets and liabilities held for sale in the consolidated balance sheets for the following periods:
|
|
As of |
|
|||||
|
|
March 31, |
|
|
December 31, |
|
||
Assets: |
|
|
|
|
|
|
||
Investments: |
|
|
|
|
|
|
||
Available for sale securities, at fair value |
|
$ |
|
|
$ |
|
||
Loans, at fair value |
|
|
|
|
|
|
||
Equity securities |
|
|
|
|
|
|
||
Other investments |
|
|
|
|
|
|
||
Total investments |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Notes and accounts receivable, net |
|
|
|
|
|
|
||
Reinsurance recoverable |
|
|
|
|
|
|
||
Prepaid reinsurance premiums |
|
|
|
|
|
|
||
Deferred acquisition costs |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Intangible assets, net (1) |
|
|
|
|
|
|
||
Other assets (1) |
|
|
|
|
|
|
||
Total assets held for sale |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
Debt, net |
|
$ |
|
|
$ |
|
||
Unearned premiums |
|
|
|
|
|
|
||
Policy liabilities and unpaid claims |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Reinsurance payable |
|
|
|
|
|
|
||
Deferred tax liabilities, net |
|
|
|
|
|
|
||
Other liabilities and accrued expenses |
|
|
|
|
|
|
||
Total liabilities held for sale |
|
$ |
|
|
$ |
|
||
F-11
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
Reliance
The following table presents Reliance’s details of assets and liabilities held for sale in the consolidated balance sheets for the following periods:
|
|
As of |
|
|||||
|
|
March 31, |
|
|
December 31, |
|
||
Assets: |
|
|
|
|
|
|
||
Investments: |
|
|
|
|
|
|
||
Loans, at fair value |
|
$ |
|
|
$ |
|
||
Other investments |
|
|
|
|
|
|
||
Total investments |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Notes and accounts receivable, net |
|
|
|
|
|
|
||
Other assets (1) |
|
|
|
|
|
|
||
Total assets held for sale |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
Debt, net |
|
$ |
|
|
$ |
|
||
Deferred tax liabilities, net |
|
|
|
|
|
|
||
Other liabilities and accrued expenses |
|
|
|
|
|
|
||
Total liabilities held for sale |
|
$ |
|
|
$ |
|
||
Discontinued Operations
Fortegra
The following table presents details of Fortegra’s revenues and expenses of discontinued operations in the condensed consolidated statements of operations for the following periods:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenues: |
|
|
|
|
|
|
||
Earned premiums, net |
|
$ |
|
|
$ |
|
||
Service and administrative fees |
|
|
|
|
|
|
||
Ceding commissions |
|
|
|
|
|
|
||
Net investment income |
|
|
|
|
|
|
||
Net realized and unrealized gains (losses) |
|
|
( |
) |
|
|
( |
) |
Other revenue |
|
|
|
|
|
|
||
Total revenues |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Expenses: |
|
|
|
|
|
|
||
Policy and contract benefits |
|
|
|
|
|
|
||
Commissions expense |
|
|
|
|
|
|
||
Employee compensation and benefits |
|
|
|
|
|
|
||
Interest expense (1) |
|
|
|
|
|
|
||
Depreciation and amortization expenses (2) |
|
|
|
|
|
|
||
Other expenses (2) |
|
|
|
|
|
|
||
Total expenses |
|
|
|
|
|
|
||
Income (loss) before taxes |
|
|
|
|
|
|
||
Less: provision (benefit) for income taxes (3) |
|
|
|
|
|
|
||
Net income (loss) from discontinued operations |
|
|
|
|
|
|
||
Less: net income (loss) attributable to non-controlling interests |
|
|
|
|
|
|
||
Net income (loss) from discontinued operations after non-controlling interests |
|
$ |
|
|
$ |
|
||
F-12
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
The following table represents a summary of cash flows related to discontinued operations included in the condensed consolidated statements of cash flows for the following periods:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
|
|
$ |
( |
) |
|
Investing activities |
|
|
( |
) |
|
|
( |
) |
Financing Activities |
|
|
|
|
|
( |
) |
|
Effect of exchange rate changes on cash |
|
|
|
|
|
|
||
Net cash flows provided by (used in) discontinued operations |
|
$ |
( |
) |
|
$ |
( |
) |
Reliance
The following table presents details of Reliance’s revenues and expenses of discontinued operations in the condensed consolidated statements of operations for the following periods:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenues: |
|
|
|
|
|
|
||
Net realized and unrealized gains (losses) |
|
$ |
|
|
$ |
|
||
Other revenue |
|
|
|
|
|
|
||
Total revenues |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Expenses: |
|
|
|
|
|
|
||
Employee compensation and benefits |
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
||
Depreciation and amortization expenses (1) |
|
|
|
|
|
|
||
Impairment expense (2) |
|
|
( |
) |
|
|
|
|
Other expenses (1) |
|
|
|
|
|
|
||
Total expenses |
|
|
|
|
|
|
||
Income (loss) before taxes |
|
|
|
|
|
( |
) |
|
Less: provision (benefit) for income taxes (3) |
|
|
|
|
|
( |
) |
|
Net income (loss) from discontinued operations |
|
$ |
|
|
$ |
( |
) |
|
The following table represents a summary of cash flows related to discontinued operations included in the condensed consolidated statements of cash flows for the following periods:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
( |
) |
|
$ |
( |
) |
Investing activities |
|
|
( |
) |
|
|
( |
) |
Financing Activities |
|
|
|
|
|
|
||
Net cash flows provided by (used in) discontinued operations |
|
$ |
( |
) |
|
$ |
( |
) |
F-13
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
(4) Marketable Securities
The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs to the extent possible to measure a financial instrument’s fair value. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability, and are affected by the type of product, whether the product is traded on an active exchange or in the secondary market, as well as current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair value is estimated by applying the hierarchy discussed in Note (2) Summary of Significant Accounting Policies which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3 of the fair value hierarchy.
The Company’s fair value measurements are based primarily on a market approach, which utilizes prices and other relevant information generated by market transactions involving identical or comparable financial instruments. Sources of inputs to the market approach include third-party pricing services, independent broker quotations and pricing matrices. Management analyzes the third-party valuation methodologies and its related inputs to perform assessments to determine the appropriate level within the fair value hierarchy and to assess reliability of values. Further, management has a process in place to review all changes in fair value that occurred during each measurement period. Any discrepancies or unusual observations are followed through to resolution through the source of the pricing as well as utilizing comparisons, if applicable, to alternate pricing sources.
The Company utilizes observable and unobservable inputs within its valuation methodologies. Observable inputs may include: benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data. In addition, specific issuer information and other market data is used. Broker quotes are obtained from sources recognized to be market participants. Unobservable inputs may include: expected cash flow streams, default rates, supply and demand considerations and market volatility.
Available for Sale Securities, at fair value
U.S. Treasury Securities: Fair values were obtained from an independent pricing service and a third-party investment manager. The prices provided by the independent pricing service and third-party investment manager are based on quoted market prices, when available, non-binding broker quotes, or matrix pricing and fall under Level 2 or Level 3 in the fair value hierarchy.
Certificates of Deposit: The estimated fair value of certificates of deposit approximate carrying value and fall under Level 1 of the fair value hierarchy.
Equity Securities
The fair values of publicly traded common and preferred equity securities and exchange traded funds (“ETFs”) are obtained from market value quotations provided by an independent pricing service and fall under Level 1 in the fair value hierarchy.
The following table presents the Company’s marketable securities, measured at fair value as of the following periods:
|
|
As of March 31, 2026 |
|
|||||||||||||
|
|
Quoted |
|
|
Other |
|
|
|
|
|
|
|
||||
|
|
prices |
|
|
significant |
|
|
Significant |
|
|
|
|
||||
|
|
in active |
|
|
observable |
|
|
unobservable |
|
|
|
|
||||
|
|
markets |
|
|
inputs |
|
|
inputs |
|
|
|
|
||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair value |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for sale securities, at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Available for sale securities, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total marketable securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
F-14
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
|
|
As of December 31, 2025 |
|
|||||||||||||
|
|
Quoted |
|
|
Other |
|
|
|
|
|
|
|
||||
|
|
prices |
|
|
significant |
|
|
Significant |
|
|
|
|
||||
|
|
in active |
|
|
observable |
|
|
unobservable |
|
|
|
|
||||
|
|
markets |
|
|
inputs |
|
|
inputs |
|
|
|
|
||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair value |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available for sale securities, at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Available for sale securities, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total marketable securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Available for Sale Securities, at fair value
The following tables present the Company’s investments in AFS securities:
|
|
As of March 31, 2026 |
|
|||||||||||||||||||||
|
|
Amortized |
|
|
Allowance for |
|
|
Net carrying |
|
|
Gross |
|
|
Gross |
|
|
|
|
||||||
|
|
Cost |
|
|
credit losses (1) |
|
|
amount |
|
|
unrealized gains |
|
|
unrealized losses |
|
|
Fair value |
|
||||||
Certificates of deposit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
As of December 31, 2025 |
|
|||||||||||||||||||||
|
|
Amortized |
|
|
Allowance for |
|
|
Net carrying |
|
|
Gross |
|
|
Gross |
|
|
|
|
||||||
|
|
Cost |
|
|
credit losses (1) |
|
|
amount |
|
|
unrealized gains |
|
|
unrealized losses |
|
|
Fair value |
|
||||||
U.S. Treasury securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The amortized cost and fair values of AFS securities, by contractual maturity date, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
|
|
As of |
|
|||||||||||||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Amortized cost |
|
|
Fair value |
|
|
Amortized cost |
|
|
Fair value |
|
||||
Due in one year or less |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
F-15
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
Net Realized and Unrealized Gains (Losses)
The following table presents the components of net realized and unrealized gains (losses) recorded on the condensed consolidated statements of operations. Net unrealized gains (losses) on AFS securities are included within other comprehensive income (loss) (OCI), net of tax, and, as such, are not included in this table. Net realized and unrealized gains (losses) on non-investment related financial assets and liabilities are included below:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net realized gains (losses) |
|
|
|
|
|
|
||
Net realized gains (losses) on equity securities |
|
$ |
( |
) |
|
$ |
|
|
Total net realized gains (losses) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Net unrealized gains (losses) |
|
|
|
|
|
|
||
Net unrealized gains (losses) on equity securities held at period end |
|
$ |
|
|
$ |
|
||
Reclass of unrealized (gains) losses from prior periods for equity securities sold |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total net unrealized gains (losses) |
|
|
|
|
|
|
||
Total net realized and unrealized gains (losses) |
|
$ |
( |
) |
|
$ |
|
|
(5) Debt, net
Tiptree Credit Agreement
Tiptree Holdings, a subsidiary of Tiptree Inc., entered into a $
As of March 31, 2026, the Company was in compliance with the representations and covenants for outstanding borrowings or has obtained waivers for any events of non-compliance.
(6) Other Current Liabilities
The following table presents the components of other current liabilities as reported in the consolidated balance sheets:
|
|
As of |
|
|||||
|
|
March 31, |
|
|
December 31, |
|
||
Accrued compensation and benefits |
|
$ |
|
|
$ |
|
||
Other |
|
|
|
|
|
|
||
Total other current liabilities |
|
$ |
|
|
$ |
|
||
(7) Lease Obligations
Operating Leases
The following table presents rent expense for the Company’s office leases recorded in other expenses on the condensed consolidated statements of operations for the following periods:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Rent expense for office leases |
|
$ |
|
|
$ |
|
||
The Company entered into a sublease of its former corporate office space in December 2022. As a result of the sublease, future lease payments will be offset by $
F-16
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
(8) Stockholders' Equity
Stock Repurchases
During the three months ended March 31, 2026,
Dividends
The Company declared cash dividends per share for the following periods presented below:
|
|
Dividends per share for the |
|
|||||
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
First quarter |
|
$ |
|
|
$ |
|
||
Total cash dividends declared |
|
$ |
|
|
$ |
|
||
Fortegra Non-Controlling Interests
On June 21, 2022, the Company closed the WP Transaction. On that date, Fortegra converted to a Delaware Corporation and Warburg made a $
In March and April 2024, Tiptree, Warburg and Fortegra independent directors contributed $
Fortegra Preferred Stock
The face amount of the Fortegra Preferred Stock is $
Warburg has the option to convert, at any time, its shares of Fortegra Preferred Stock into shares of Fortegra Common Stock at an initial conversion premium of
Fortegra Warrants
The Fortegra Warrants have a
Fortegra Additional Warrants
The Fortegra Additional Warrants issued to both Warburg and Tiptree have a
F-17
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
subject to adjustment for Fortegra Common Stock splits, stock or cash dividends and similar transactions. The Fortegra Additional Warrants are exercisable from the earlier of (i) a transaction that results in Warburg having sold
The following table presents the components of non-controlling interests as reported in the consolidated balance sheets:
|
|
As of |
|
|||||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Fortegra preferred interests |
|
$ |
|
|
$ |
|
||
Fortegra common interests |
|
|
|
|
|
|
||
Total non-controlling interests |
|
$ |
|
|
$ |
|
||
(9) Accumulated Other Comprehensive Income (Loss)
The following table presents the activity of AFS securities in AOCI, net of tax, for the following periods:
|
|
Unrealized gains (losses) on available for sale securities |
|
|
Foreign currency translation adjustment |
|
|
Total AOCI |
|
|
Amount attributable to non-controlling interests |
|
|
Total AOCI to Tiptree Inc. |
|
|||||
Balance at December 31, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive income (losses) before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Amounts reclassified from AOCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OCI |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Balance at March 31, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (losses) before reclassifications |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Amounts reclassified from AOCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OCI |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at March 31, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
The following table presents the reclassification adjustments out of AOCI included in net income and the impacted line items on the consolidated statement of operations for the following periods:
|
|
Three Months Ended |
|
|
Affected line item in consolidated statements |
|||||
Components of AOCI |
|
2026 |
|
|
2025 |
|
|
of operations |
||
Unrealized gains (losses) on available for sale securities |
|
$ |
( |
) |
|
$ |
( |
) |
|
Net realized and unrealized gains (losses) |
Related tax (expense) benefit |
|
|
|
|
|
|
|
Provision for income tax |
||
Net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
(10) Stock Based Compensation
Tiptree Equity Plans
The table below summarizes changes to the issuances under the Company’s 2017 Omnibus Incentive Equity Plan for the periods indicated, excluding awards granted under the Company’s subsidiary incentive plans.
2017 Equity Plan |
|
Number of shares |
|
|
Available for issuance as of December 31, 2025 |
|
|
|
|
RSU, stock and option awards granted |
|
|
( |
) |
Forfeited |
|
|
|
|
Available for issuance as of March 31, 2026 |
|
|
|
|
F-18
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
Restricted Stock Units (RSUs) and Stock Awards
The Company values RSUs at their grant-date fair value as measured by Tiptree’s common stock price. Generally, the Tiptree RSUs vest and become non-forfeitable either (i) after the third anniversary or (ii) with respect to one-third of Tiptree shares granted on each of the first, second and third year anniversaries of the grant date. RSU awards are expensed using the straight-line method over the requisite service period. The RSUs include a retirement provision and are amortized over the lesser of the service condition or expected retirement date.
Stock awards issued as director compensation are deemed to be granted and immediately vested upon issuance. On February 25, 2025, the Company issued Messrs. Barnes and Ilany
The following table presents changes to the issuances of RSUs under the 2017 Omnibus Incentive Equity Plan for the periods indicated:
|
|
Number of |
|
|
Weighted average |
|
||
Unvested units as of December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Unvested units as of March 31, 2026 (1) |
|
|
|
|
$ |
|
||
The following tables present the detail of the granted and vested RSUs and stock awards for the periods indicated:
|
|
Three Months Ended March 31, |
|
|
|
|
Three Months Ended March 31, |
|
||||||||||
Granted |
|
2026 |
|
|
2025 |
|
|
Vested |
|
2026 |
|
|
2025 |
|
||||
Directors |
|
|
|
|
|
|
|
Directors |
|
|
|
|
|
|
||||
Employees |
|
|
|
|
|
|
|
Employees |
|
|
|
|
|
|
||||
Total Granted |
|
|
|
|
|
|
|
Total Vested |
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Taxes |
|
|
( |
) |
|
|
( |
) |
||
|
|
|
|
|
|
|
|
Net Vested |
|
|
|
|
|
|
||||
Tiptree Senior Management Incentive Plan
On August 4, 2021, a total of
On January 1, 2024, Tiptree granted
As of March 31, 2026,
Original Tiptree Share Price Target |
|
Number of PRSUs that Vest |
||||||||
|
$ |
|
|
|
|
|
|
|
||
|
$ |
|
|
|
|
|
|
|
||
|
$ |
|
|
|
|
|
|
|
||
|
$ |
|
|
|
|
|
|
|
||
Upon vesting, the Company will issue shares, or if shares are not available under the 2017 Equity Plan, then the Company may in its sole discretion instead deliver cash equal to the fair market value of the underlying shares. The fair value of the PRSUs was estimated using a Black-Scholes-Merton option pricing formula embedded within a Monte Carlo model used to simulate the future stock prices of
F-19
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
the Company, which assumes that the market requirement is achieved. The historical volatility was computed based on historical daily returns of the Company’s stock price simulated over the performance period using a lookback period of
The following table presents the assumptions used to measure the fair value of the PRSUs as of the respective grant date, or June 7, 2022, when the original tranches were converted to equity awards.
Valuation Input |
|
June 2022 |
|
|
October 2022 |
|
|
January 2024 |
|
|||
Historical volatility |
|
|
% |
|
|
% |
|
|
% |
|||
Risk-free rate |
|
|
% |
|
|
% |
|
|
% |
|||
Dividend yield |
|
|
% |
|
|
% |
|
|
% |
|||
Cost of equity |
|
|
% |
|
|
% |
|
|
% |
|||
Expected term (years) |
|
|
|
|
|
|
|
|
|
|||
Stock Option Awards
Between 2016 and 2020, option awards were granted to the Executive Committee with an exercise price equal to the fair market value of our common stock on the date of grant. The option awards have a
The following table presents the Company’s stock option activity for the current period:
|
|
Options |
|
|
Weighted average |
|
|
Weighted |
|
|
Options |
|
||||
Balance, December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
Balance, March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||
Weighted average remaining contractual term at March 31, 2026 (in years) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Tiptree Board has determined that the Sale does not qualify as a Change in Control as such term is defined in Tiptree’s 2017 Omnibus Incentive Plan, as amended, and therefore no RSU awards will accelerate, and no time-vesting requirements of stock options will be waived in connection with the Sale.
Stock Based Compensation Expense
The following table presents total stock based compensation expense and the related income tax benefit recognized on the condensed consolidated statements of operations:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Employee compensation and benefits |
|
$ |
|
|
$ |
|
||
Director compensation |
|
|
|
|
|
|
||
Income tax benefit |
|
|
( |
) |
|
|
( |
) |
Net stock based compensation expense |
|
$ |
|
|
$ |
|
||
Additional information on total non-vested stock based compensation is as follows:
|
|
As of March 31, 2026 |
|
|||||
|
|
Restricted stock |
|
|
Performance Restricted |
|
||
Unrecognized compensation cost related to non-vested awards |
|
$ |
|
|
$ |
|
||
Weighted - average recognition period (in years) |
|
|
|
|
|
|
||
F-20
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
(11) Income Taxes
The following table presents the Company’s provision (benefit) for income taxes reflected as a component of income (loss):
|
|
Three Months Ended |
||||||||
|
|
2026 |
|
2025 |
||||||
Total income tax expense (benefit) |
|
$ |
( |
) |
|
|
$ |
( |
) |
|
Effective tax rate (ETR) |
|
|
% |
(1) |
|
|
% |
(1) |
||
Tiptree signed agreements to sell its insurance and mortgage subsidiaries and recorded deferred taxes on the outside basis on those investments which represents the tax that would be due, before consideration of loss carryforwards, when Tiptree sells its shares in these subsidiaries at their carrying values on Tiptree’s balance sheet. As of March 31, 2026, the deferred tax liability relating to these investments, which remains on Tiptree’s balance since it is a parent-level tax attribute, was $
(12) Earnings Per Share
The Company calculates basic net income per share of common stock (common share) based on the weighted average number of common shares outstanding, which includes vested corporate RSUs. Unvested corporate RSUs have a non-forfeitable right to participate in dividends declared and paid on the Company’s common stock on an as vested basis and are therefore considered a participating security. The Company calculates basic earnings per share using the “two-class” method under which the income available to common stockholders is allocated to the unvested corporate RSUs.
Diluted net income attributable to common stockholders includes the effect of unvested subsidiaries’ RSUs, when dilutive. The assumed exercise of all potentially dilutive instruments is included in the diluted net income per common share calculation, if dilutive.
The following table presents a reconciliation of basic and diluted net income per common share for the following periods:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net income (loss) from continuing operations attributable to Tiptree Inc. common shares - basic |
|
$ |
( |
) |
|
$ |
( |
) |
Net income (loss) from discontinued operations attributable to Tiptree Inc. common shares - basic |
|
|
|
|
|
|
||
Net income (loss) attributable to Tiptree Inc. common shares - basic |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Effect of Dilutive Securities: |
|
|
|
|
|
|
||
Net income (loss) from discontinued operations attributable to Tiptree Inc. common shares - basic |
|
$ |
|
|
$ |
|
||
Securities of subsidiaries |
|
|
( |
) |
|
|
( |
) |
Net income (loss) from discontinued operations attributable to Tiptree Inc. common shares - diluted |
|
|
|
|
|
|
||
Net income (loss) attributable to Tiptree Inc. common shares - diluted |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted average number of shares of common stock outstanding - basic |
|
|
|
|
|
|
||
Weighted average number of shares of common stock outstanding - diluted |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Basic: |
|
|
|
|
|
|
||
Net income (loss) from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
Net income (loss) from discontinued operations |
|
|
|
|
|
|
||
Basic Net income (loss) attributable to Tiptree Inc. common shares |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Diluted: |
|
|
|
|
|
|
||
Net income (loss) from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
Net income (loss) from discontinued operations |
|
|
|
|
|
|
||
Diluted Net income (loss) attributable to Tiptree Inc. common shares |
|
$ |
|
|
$ |
|
||
F-21
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2026
(in thousands, except share data)
(13) Related Party Transactions
Tiptree Advisors is a related party of the Company because Tiptree Advisors is deemed to be controlled by Michael Barnes, the Company’s Chairman and Chief Executive Officer. Tiptree Advisors manages investment portfolio accounts of Fortegra and certain of its subsidiaries under an investment advisory agreement (the IAA). The Company is invested in funds managed by Tiptree Advisors. The Company incurred $
For the three months ended March 31, 2026, the Company’s percentage of profits interest in Tiptree Advisors was
Pursuant to the Transition Services Agreement, the Company and Tiptree Advisors have mutually agreed to provide certain services to one another. Payments under the Transition Services Agreement in the three months ended March 31, 2026 and 2025 were not material.
(14) Subsequent Events
On April 28, 2026, the Company’s board of directors declared a quarterly cash dividend of $
F-22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in this section as follows:
OVERVIEW
On September 26, 2025, Tiptree entered into the Sale Agreement with Purchaser and Fortegra whereby Tiptree and Warburg will sell Fortegra to Purchaser for aggregate consideration of $1.65 billion in cash (subject to certain adjustments set forth in the Sale Agreement). As of March 31, 2026, Tiptree owns approximately 69.0% of Fortegra on a fully diluted basis. At the closing of the Sale, Purchaser will acquire complete common equity ownership of Fortegra and all of its subsidiaries. Due to the pending transaction, Fortegra is classified as held for sale and presented in discontinued operations on Tiptree’s financial statements at March 31, 2026. If the transaction had been completed as of March 31, 2026, Tiptree would have reflected the below:
|
As of |
|
|
|
March 31, 2026 |
|
|
Consideration |
$ |
1,650,000 |
|
Less: transaction expenses |
|
27,861 |
|
Net consideration |
|
1,622,140 |
|
Tiptree diluted ownership of Fortegra |
|
69.0 |
% |
Fair value of consideration received |
|
1,118,472 |
|
|
|
|
|
Estimated gain on disposal |
$ |
409,808 |
|
On October 31, 2025, Tiptree entered into the Reliance Purchase Agreement with Reliance Buyer and Reliance whereby Tiptree will sell all of the issued and outstanding shares of common stock of Reliance to Reliance Buyer for aggregate consideration of 93.5% of Reliance’s tangible book value, or an estimated $50.0 million of gross proceeds as of March 31, 2026 (subject to certain adjustments set forth in the Reliance Purchase Agreement).
RESULTS OF OPERATIONS
The following is a summary of our consolidated financial results for the three months ended March 31, 2026 and 2025. In addition to GAAP results, management uses the Non-GAAP measure book value per share as measurement of operating performance. Management believes this measure provides supplemental information useful to investors as it is frequently used by the financial community to analyze financial performance and comparison among companies. The Company reclassified income and expenses attributable to Fortegra and Reliance to net income (loss) from discontinued operations for the three months ended March 31, 2026 and 2025. Assets and liabilities attributable to Fortegra and Reliance have been reclassified to assets held for sale and liabilities held for sale, respectively, as of March 31, 2026 and 2025.
23
Summary of Consolidated Results
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenues: |
|
|
|
|
|
|
||
Other revenue |
|
$ |
— |
|
|
$ |
390 |
|
Total revenues |
|
|
— |
|
|
|
390 |
|
Expenses: |
|
|
|
|
|
|
||
Employee compensation and benefits |
|
|
6,762 |
|
|
|
9,333 |
|
Depreciation and amortization |
|
|
356 |
|
|
|
357 |
|
Other expenses |
|
|
1,879 |
|
|
|
3,282 |
|
Total expenses |
|
|
8,997 |
|
|
|
12,972 |
|
Operating income (loss) before taxes |
|
|
(8,997 |
) |
|
|
(12,582 |
) |
Non operating income: |
|
|
|
|
|
|
||
Net realized and unrealized gains (losses) |
|
|
(261 |
) |
|
|
740 |
|
Other income |
|
|
966 |
|
|
|
536 |
|
Income (loss) before taxes |
|
|
(8,292 |
) |
|
|
(11,306 |
) |
Less: provision (benefit) for income taxes |
|
|
(1,153 |
) |
|
|
(1,605 |
) |
Net income (loss) from continuing operations |
|
|
(7,139 |
) |
|
|
(9,701 |
) |
Net income (loss) from discontinued operations (1) |
|
|
21,385 |
|
|
|
15,336 |
|
Net income (loss) attributable to common stockholders |
|
$ |
14,246 |
|
|
$ |
5,635 |
|
|
|
|
|
|
|
|
||
Net income (loss) per common share: |
|
|
|
|
|
|
||
Basic earnings per share |
|
$ |
0.38 |
|
|
$ |
0.15 |
|
Diluted earnings per share |
|
$ |
0.34 |
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
||
Weighted average number of common shares: |
|
|
|
|
|
|
||
Basic |
|
|
37,789,444 |
|
|
|
37,348,219 |
|
Diluted |
|
|
37,789,444 |
|
|
|
37,348,219 |
|
|
|
|
|
|
|
|
||
Dividends declared per common share |
|
$ |
0.06 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
||
Non-GAAP: (2) |
|
|
|
|
|
|
||
Book value per share |
|
$ |
13.42 |
|
|
$ |
12.63 |
|
Revenues
We did not generate operating revenues from continuing operations during the three months ended March 31, 2026, compared to $0.4 million in the prior year, driven by lower other revenue. Interest income from the Company’s cash and cash equivalents was recorded in other income within non-operating income.
Expenses
Total expenses include employee compensation and benefits, public company expenses and other expenses. Employee compensation and benefits include the expense of management, legal, and accounting staff. Other expenses primarily consisted of audit and professional fees, insurance, office rent, expenses for the run-off of our shipping operations and other related expenses.
For the three months ended March 31, 2026, expenses were $9.0 million, which decreased $4.0 million, or 30.6%, compared to the prior year. For the three months ended March 31, 2026, employee compensation and benefits were $6.8 million, compared to $9.3 million for the prior year, driven by lower incentive compensation and payroll expense associated with the reduction in workforce. Employee compensation and benefits included incentive compensation expense accruals related to the performance of the Company’s continuing and discontinued operations. Of the incentive compensation expense in 2026, $1.5 million was stock-based compensation expense, compared to $2.3 million in 2025. Other expenses were $1.9 million, compared to $3.3 million in the prior year, driven by declines in professional fees.
Non Operating Income
For the three months ended March 31, 2026, net realized and unrealized losses were $0.3 million, as compared to the gains of $0.7 million in the prior year, driven by the change in fair value of certain equity and other investments carried at fair value. For the three months ended March 31, 2026, other income was $1.0 million, as compared to $0.5 million in the prior year.
24
Income before taxes
For the three months ended March 31, 2026, the Company reported a pre-tax loss of $8.3 million, as compared to a loss of $11.3 million in the prior year, with the period over period change primarily driven by lower operating expenses.
Net Income (Loss) from continuing operations
For the three months ended March 31, 2026, the Company reported a net loss from continuing operations of $7.1 million, compared to a net loss of $9.7 million in the prior year, with the period over period change primarily driven by lower operating expenses.
Net Income (Loss) from discontinued operations
For the three months ended March 31, 2026, the Company reported a net income from discontinued operations of $21.4 million, compared to net income of $15.3 million in the prior year, driven by higher Fortegra earnings.
Book Value per share - Non-GAAP
Total stockholders’ equity was $750.5 million as of March 31, 2026 compared to $683.5 million as of March 31, 2025, with the increase driven by comprehensive income over the past twelve months, partially offset by share repurchases, preferred dividends paid at Fortegra, and common dividends paid by Tiptree. In the three months ended March 31, 2026, Tiptree returned $2.3 million to common stockholders through dividends paid and $5.0 million through share repurchases.
Book value per share for the period ended March 31, 2026 was $13.42, a 6.2% increase from book value per share of $12.63 as of March 31, 2025, primarily driven by comprehensive income per share, partially offset by dividends paid of $0.06 per share, net changes in non-controlling interests and preferred dividends paid at Fortegra.
HELD FOR SALE AND DISCONTINUED OPERATIONS
During 2025, Tiptree entered into two sale transactions that have been classified as discontinued operations within its consolidated financial statements. See Note (3) Dispositions, Assets Held for Sale & Discontinued Operations for detailed financial information on each business sold.
Fortegra
On September 26, 2025, Tiptree entered into the Sale Agreement with Purchaser and Fortegra whereby Tiptree and Warburg will sell Fortegra to Purchaser for aggregate consideration of $1.65 billion in cash (subject to certain adjustments set forth in the Sale Agreement). As of March 31, 2026, Tiptree owns approximately 69.0% of Fortegra on a fully diluted basis. At the closing of the Sale, Purchaser will acquire complete common equity ownership of Fortegra and all of its subsidiaries. As a result of this agreement, and subsequent shareholder approval, Fortegra is now classified as held for sale and in discontinued operations on Tiptree’s financial statements as of March 31, 2026. The anticipated closing date, subject to customary regulatory approvals, is expected in mid-2026.
Total gross written premiums and premium equivalents for the three months ended March 31, 2026 were $761.1 million, compared to $753.2 million in 2025, an increase of 1.1% driven by growth in specialty E&S insurance lines. Net written premiums were $354.3 million for the three months ended March 31, 2026, compared to $357.7 million in 2025, a decrease of 0.9%. Tiptree reported net income of $20.5 million from Fortegra in discontinued operations for the three months ended March 31, 2026, compared to $15.5 million in 2025. Fortegra’s combined ratio for the three months ended March 31, 2026 was 87.0%, compared to 89.9% in 2025, down 2.9 percentage points, reflecting the consistent underwriting performance and scalability of Fortegra’s operations.
The total gross written premiums and premium equivalents of $761.1 million and $753.2 million for the three months ended March 31, 2026 and 2025, respectively, were comprised of gross written premiums of $643.0 million and $538.7 million, plus assumed premiums of $66.7 million and $127.9 million, plus gross service and administrative fee additions of $51.4 million and $86.6 million, respectively.
Reliance
On October 31, 2025, Tiptree entered into the Reliance Purchase Agreement with Reliance Buyer and Reliance whereby Tiptree will sell Reliance to Reliance Buyer for aggregate consideration of 93.5% of Reliance’s tangible book value, or an estimated $50 million of gross proceeds as of March 31, 2026 (subject to certain adjustments set forth in the Reliance Purchase Agreement). As a result of this agreement, Reliance is now classified as held for sale and in discontinued operations on Tiptree’s financial statements as of March 31, 2026. The anticipated closing date, subject to customary regulatory approvals, is expected in the first half of 2026.
The revenues were $15.9 million for the three months ended March 31, 2026, compared to $15.2 million in 2025, an increase of 4.8%. Tiptree reported a net income of $0.9 million from Reliance in discontinued operations for the three months ended March 31, 2026, compared to a net loss of $0.1 million in 2025, driven by higher impairment expense.
25
Provision for Income Taxes
The income tax benefit from continuing operations of $1.2 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively, was reflected as components of net income (loss) from continuing operations. For the three months ended March 31, 2026 and 2025, the Company’s effective tax rate related to pre-tax income from continuing operations was equal to 13.9% and 14.2%, respectively, with both lower than the U.S. statutory income tax rate of 21.0%, primarily due to the impacts of nontaxable and nondeductible items.
Tiptree signed agreements to sell its insurance and mortgage subsidiaries and recorded deferred taxes on the outside basis on those investments which represents the tax that would be due, before consideration of loss carryforwards, when Tiptree sells its shares in these subsidiaries at their carrying values on Tiptree’s balance sheet. As of March 31, 2026, the deferred tax liability relating to these investments, which remains on Tiptree’s balance since it is a parent-level tax attribute, was $122.0 million, an increase of $4.1 million from the year ended December 31, 2025, of which $3.5 million of benefit was recorded in OCI, and $7.6 million of expense was recorded as a provision for income taxes in discontinued operations. As of March 31, 2025, the deferred tax liability relating to these investments was $91.8 million, an increase of $7.1 million from the year ended December 31, 2024, of which $2.3 million of expense was recorded in OCI, and $4.7 million of expense was recorded as a provision for income taxes in discontinued operations.
Balance Sheet Information
Tiptree’s total assets were $7.0 billion as of March 31, 2026, compared to $6.8 billion as of December 31, 2025. Tiptree's assets from continuing operations were $52.7 million and $71.7 million as of March 31, 2026 and December 31, 2025, respectively, a decrease of $18.9 million, driven by sales of marketable securities. Assets held for sale were $6.9 billion and $6.8 billion as of March 31, 2026 and December 31, 2025, respectively, an increase of $146.5 million, primarily driven by growth in Fortegra.
As of March 31, 2026, Tiptree had approximately $146.1 million in gross capital and operating loss carryforwards, primarily driven by the sale of 14.05 million shares of Invesque in 2024 for $0.5 million of proceeds.
Total stockholders’ equity was $750.5 million as of March 31, 2026, compared to $752.4 million as of December 31, 2025, with the decrease primarily driven by comprehensive income for the three months ended March 31, 2026, offset by Fortegra preferred dividends, Tiptree common dividends and share repurchases. As of March 31, 2026, there were 37,567,024 shares of common stock outstanding as compared to 37,824,472 shares as of December 31, 2025, with the decrease driven by share repurchases.
NON-GAAP MEASURES AND RECONCILIATIONS
Book Value per share - Non-GAAP
Management believes the use of this financial measure provides supplemental information useful to investors as book value is frequently used by the financial community to analyze company growth on a relative per share basis. The following table provides a reconciliation between total stockholders’ equity and total shares outstanding, net of treasury shares.
($ in thousands, except per share information) |
|
As of March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Total stockholders’ equity |
|
$ |
750,496 |
|
|
$ |
683,462 |
|
Less: Non-controlling interests |
|
|
246,217 |
|
|
|
209,743 |
|
Total stockholders’ equity, net of non-controlling interests |
|
$ |
504,279 |
|
|
$ |
473,719 |
|
|
|
|
|
|
|
|
||
Total common shares outstanding |
|
|
37,567 |
|
|
|
37,494 |
|
|
|
|
|
|
|
|
||
Book value per share |
|
$ |
13.42 |
|
|
$ |
12.63 |
|
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity are unrestricted cash, cash equivalents and other liquid investments, the Tiptree Credit Agreement and distributions from operating subsidiaries, including income from our investment portfolio and sales of assets, investments and operating businesses. We intend to use our cash resources to continue to fund our operations, grow our businesses and pursue new acquisition opportunities. We may seek additional sources of cash to fund acquisitions or investments. These additional sources of cash may take the form of debt or equity and may be at the parent, subsidiary or asset level. We are a holding company, and our liquidity needs are primarily for compensation, professional fees, office rent and insurance costs.
As of March 31, 2026, cash and cash equivalents were $33.4 million, compared to $30.8 million as of December 31, 2025, an increase of $2.6 million. In addition, the Company held marketable securities of $0.6 million as of March 31, 2026, compared to $21.7 million in December 31, 2025, with the decrease driven by the sale of equities and U.S. Treasury securities.
26
We believe that cash and cash equivalents, marketable securities, cash flow from operations and the proceeds of the Sale and Purchase Agreement will provide sufficient capital to continue to grow the business and pay down the outstanding debt, capital expenditures and other general corporate needs over the next several years. As we continue to expand our business, including by any acquisitions we may make in the future, additional working capital for increased costs could be required.
On February 7, 2025, we entered into the Tiptree Credit Agreement, pursuant to which Tiptree Holdings borrowed $75.0 million to, among other things, fund working capital and general corporate purposes. The principal of, and all accrued and unpaid interest on, all credit agreements under the Tiptree Credit Agreement will mature on February 7, 2028. A covenant of the credit agreement requires full repayment from the proceeds of the sale of Fortegra.
Consolidated Comparison of Cash Flows
The following table summarizes cash flows from continuing operations.
($ in thousands) |
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash and cash equivalents provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
(8,343 |
) |
|
$ |
(12,279 |
) |
Investing activities |
|
|
20,869 |
|
|
|
(11,860 |
) |
Financing activities |
|
|
(7,999 |
) |
|
|
67,111 |
|
Change in cash, cash equivalents and restricted cash |
|
$ |
4,527 |
|
|
$ |
42,972 |
|
Refer to the Consolidated Statement of Cash Flow and Note (3) Dispositions, Assets Held for Sale & Discontinued Operations for additional details on cash flows related to discontinued operations.
Operating Activities from Continuing Operations
Cash used in operating activities for continuing operations the three months ended March 31, 2026 and 2025 was $8.3 million and $12.3 million, respectively. This reflects the use of funds to support centralized management and ongoing corporate-level operating requirements.
Investing Activities from Continuing Operations
Investing activities from continuing operations the three months ended March 31, 2026, generated net cash of $20.9, primarily due to proceeds from sales and maturities of investments exceeding purchased of investments. For the three months ended March 31, 2025 cash used in investing activities was $11.9 million driven by purchases of investments outpacing the proceeds from sales and maturities of investments.
Financing Activities from Continuing Operations
Cash used in financing activities was $8.0 million for the three months ended March 31, 2026, primarily attributable to the repurchases of common stock, and payment of common dividends. Cash provided by financing activities was $67.1 million for the three months ended March 31, 2025, primarily attributable to proceeds from issuance of debt at the holding company, partially offset by the payment of dividends, cash paid in connection with vested or exercised stock awards, and payment of debt issuance costs.
Cash Flows from Discontinued Operations
Cash flows pertaining to discontinued operations are reported separately on the Condensed Consolidated Statements of Cash Flows.
Cash used in operating activities was $9.8 million, compared to cash used in operating activities of $21.0 million for the three months ended March 31, 2026 and 2025, respectively. The cash used in investing activities was $38.6 million, compared to cash used in investing activities of $6.2 million for the three months ended March 31, 2026 and 2025, respectively. The cash provided by financing activities was $24.0 million, for the three months ended March 31, 2026. The cash used in financing activities was $5.8 million for the three months ended March 31, 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our financial statements, which are in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from those estimates. There have been no material changes to the critical accounting policies and estimates as discussed in Part II, Item 7A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recently Adopted and Issued Accounting Standards
27
For a discussion of recently issued accounting standards, see Note (2) Summary of Significant Accounting Policies, in the accompanying consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 described our Quantitative and Qualitative Disclosures About Market Risk. There were no material changes to the assumptions or risks during the three months ended March 31, 2026.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that material information is recorded, processed, summarized and reported accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Litigation
The Company is a defendant in Mullins v. Southern Financial Life Insurance Co., a class action filed in February 2006, in Pike County Circuit Court in the Commonwealth of Kentucky on behalf of Kentucky consumers that purchased certain credit life and disability insurance coverage between 1997-2007. The action alleges violations of the Kentucky Consumer Protection Act (“KCPA”) and certain insurance statutes, common law fraud and breach of contract and the covenant of good faith and fair dealing. The plaintiffs seek compensatory and punitive damages, attorneys’ fees and interest.
Two classes were certified in June 2010: Subclass A includes class members who suffered a disability during the coverage period but allegedly received less than full disability benefits; Subclass B includes all class members whose loan termination date extended beyond the termination date of the credit disability coverage period.
In a series of orders issued in October 2022 on competing motions for partial summary judgment, the court found in favor of the plaintiffs as to the Subclass A breach of contract claim (the “Subclass A Order”) and, as to Subclass B, found that the Company was unjustly enriched to the extent the premium it collected exceeded the proportion of the premium for which the Company provided benefits coverage (the “Subclass B Order”). The court found in favor of the Company as to the plaintiffs’ claims for common law fraud and violation of Kentucky’s insurance statutes and ordered the plaintiffs’ Motion for Sanctions for Spoliation of Evidence held in abeyance. The Company has appealed the Subclass A Order and Subclass B Order and all interlocutory orders made final by entry of the Subclass A Order and Subclass B Order.
In December 2022, the court dismissed the plaintiffs’ KCPA claims as to both Subclass A Order and Subclass B Order. The court also dismissed the plaintiffs’ breach of covenant of good faith and fair dealing claim as to Subclass B Order but declined to dismiss such claim as to Subclass A Order pending resolution of the Company’s appeal.
In May 2024, the Commonwealth of Kentucky Court of Appeals disagreed with the court’s interpretation of the policies at issue and entered an order (the “Court of Appeals Order”) affirming in part, reversing in part, and remanding the Subclass A Order and Subclass B Order. In June 2024, the Company filed a Motion for Discretionary Review of the Court of Appeals Order in the Supreme Court of the Commonwealth of Kentucky.
In February 2025, the Supreme Court of the Commonwealth of Kentucky denied the Company’s Motion for Discretionary Review of the Court of Appeals’ May 2024 Order and proceedings recommenced in the Pike County Circuit Court. In June 2025, the Pike County Circuit Court issued orders amending the Subclass A Order and Subclass B Order consistent with its reading of the Court of Appeals Order and declined to find at this time that members of Subclass B did not sustain any damages as a matter of law. A trial date has not been set.
The Company considers such litigation customary in the insurance industry. In management’s opinion, based on information available at this time, the ultimate resolution of such litigation, which it is vigorously defending, should not be materially adverse to the financial position of the Company. It should be noted that large punitive damage awards, bearing little relation to actual damages sustained by plaintiffs, have been awarded in certain states against other companies in the credit insurance business. At this time, the Company cannot estimate a range of loss that is reasonably possible.
The Company and its subsidiaries are parties to other legal proceedings in the ordinary course of business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Company does not believe that these proceedings, either individually or in the aggregate, are likely to have a material adverse effect on the Company’s financial position.
Item 1A. Risk Factors
For information regarding factors that could affect our Company, results of operations and financial condition, see the risk factors discussed under Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes in those risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity for three months ended March 31, 2026 was as follows:
29
Period |
|
Purchaser |
|
Total |
|
|
Average |
|
|
Total Number of Shares |
|
|
Approximate Dollar Value |
|
||||
January 1, 2026 to January 31, 2026 |
|
Tiptree Inc. |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
February 1, 2026 to February 28, 2026 |
|
Tiptree Inc. |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
March 1, 2026 to March 31, 2026 |
|
Tiptree Inc. |
|
|
310,033 |
|
|
$ |
16.13 |
|
|
|
310,033 |
|
|
|
6,933 |
|
|
|
Total |
|
|
310,033 |
|
|
|
16.13 |
|
|
|
310,033 |
|
|
|
6,933 |
|
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
On
Under the terms of the trading plan, the first purchase of shares may occur on or after June 10, 2026. Any transactions executed pursuant to the trading plan will be disclosed in accordance with applicable securities laws, including Section 16 of the Exchange Act.
Item 6. Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Form 10-Q: |
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Index to Financial Statements (Unaudited): |
Page |
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 |
F-3 |
Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 |
F-4 |
F-5 |
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F-6 |
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Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 |
F-7 |
F-8 |
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Exhibits |
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The Exhibits listed in the Index of Exhibits, which appears immediately following the signature page, is incorporated herein by reference and is filed as part of this Form 10-Q. |
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30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Tiptree Inc. has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
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Tiptree Inc. |
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Date: |
April 30, 2026 |
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By:/s/ Michael Barnes |
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Michael Barnes |
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Chairman and Chief Executive Officer |
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Date: |
April 30, 2026 |
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By:/s/ Scott McKinney |
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Scott McKinney |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
31
EXHIBIT INDEX
Exhibit No. |
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Description |
31.1 |
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31.2 |
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32.1 |
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32.2 |
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101.INS |
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XBRL Instance Document* |
101.SCH |
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XBRL Taxonomy Extension Schema Document* |
101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document* |
101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document* |
101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document* |
101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document* |
104 |
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Cover Page Interactive Data File (embedded within the iXBRL document and included in Exhibit 101). |
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* Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025, (iv) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the periods ended March 31, 2026 and 2025, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 and (vi) the Notes to the Condensed Consolidated Financial Statements.
32
Exhibit 31.1
CERTIFICATIONS
I, Michael Barnes, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Tiptree Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: |
April 30, 2026 |
/s/ Michael G. Barnes |
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Michael G. Barnes |
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Chairman and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS
I, Scott McKinney, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Tiptree Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: |
April 30, 2026 |
/s/ Scott McKinney |
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Scott McKinney |
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Chief Financial Officer |
Exhibit 32.1
Certification Pursuant to Section 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Tiptree Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Barnes, the Chairman and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that;
/s/ Michael Barnes |
Michael Barnes |
Chairman and Chief Executive Officer |
Date: April 30, 2026
Exhibit 32.2
Certification Pursuant to Section 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Tiptree Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott McKinney, the Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that;
/s/ Scott McKinney |
Scott McKinney |
Chief Financial Officer |
Date: April 30, 2026