Tiptree Inc. Files 8-K with Material Agreement Details

TL;DR

TIPTREE INC. filed an 8-K on 9/25/25 covering a material agreement & financials.

AI Summary

On September 25, 2025, Tiptree Inc. filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures and financial statements/exhibits. Tiptree Inc. is incorporated in Maryland and its principal executive offices are located in Greenwich, Connecticut.

Why It Matters

This 8-K filing provides crucial updates on significant agreements and financial information for Tiptree Inc., which could impact investors' understanding of the company's current status and future prospects.

Risk Assessment

Risk Level: low — This filing is a standard 8-K reporting a material definitive agreement and related disclosures, with no immediate indication of significant financial distress or unusual events.

Key Numbers

• 001-33549 — SEC File Number (Identifies Tiptree Inc.'s filing history with the SEC.)
• 38-3754322 — IRS Employer Identification No. (Unique tax identification number for Tiptree Inc.)

Key Players & Entities

• Tiptree Inc. (company) — Registrant
• Maryland (jurisdiction) — State of Incorporation
• Greenwich, Connecticut (location) — Principal Executive Offices
• September 25, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TIPT The Nasdaq Stock Mar
• $1.65 billion — cquire Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments
• $49,500,000 — ent and payment of a termination fee of $49,500,000. The Merger Agreement also provides t

Filing Documents

• tipt-20250925.htm (8-K) — 93KB
• tipt-ex10_1.htm (EX-10.1) — 1347KB
• tipt-ex10_2.htm (EX-10.2) — 140KB
• tipt-ex10_3.htm (EX-10.3) — 135KB
• tipt-ex99_1.htm (EX-99.1) — 34KB
• tipt-ex99_2.htm (EX-99.2) — 18KB
• tipt-ex99_3.htm (EX-99.3) — 36KB
• tipt-ex99_4.htm (EX-99.4) — 21KB
• tipt-ex99_2s1.jpg (GRAPHIC) — 286KB
• tipt-ex99_2s2.jpg (GRAPHIC) — 916KB
• tipt-ex99_2s3.jpg (GRAPHIC) — 209KB
• tipt-ex99_2s4.jpg (GRAPHIC) — 466KB
• tipt-ex99_2s5.jpg (GRAPHIC) — 320KB
• tipt-ex99_2s6.jpg (GRAPHIC) — 418KB
• tipt-ex99_2s7.jpg (GRAPHIC) — 290KB
• tipt-ex99_2s8.jpg (GRAPHIC) — 106KB
• tipt-ex99_2s9.jpg (GRAPHIC) — 334KB
• tipt-ex99_2s10.jpg (GRAPHIC) — 98KB
• 0001193125-25-218437.txt ( ) — 6928KB
• tipt-20250925.xsd (EX-101.SCH) — 24KB
• tipt-20250925_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The Merger Agreement On September 26, 2025, Tiptree Inc., a Maryland corporation (" Tiptree "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea (" Purchaser "), and The Fortegra Group, Inc., a Delaware corporation and subsidiary of Tiptree (" Fortegra "). A subsidiary of Purchaser (" Merger Sub ") to be incorporated in Delaware following the date of the Merger Agreement and prior to the closing of the merger (the " Closing ") will, upon its formation, execute a joinder to the Merger Agreement and thereby become a party thereto. Pursuant to the Merger Agreement, Purchaser will acquire Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) and Merger Sub will merge with and into Fortegra, with Fortegra being the surviving corporation (the " Merger "), and as a result of which Purchaser shall be the sole stockholder of Fortegra. As of September 26, 2025, Tiptree owns approximately 69.1% of Fortegra on a fully diluted basis.The purchase price will be reduced by certain categories of payments made by Fortegra after June 30, 2025 and at or prior to the Closing (" Leakage "), except for certain categories of agreed permitted Leakage (" Permitted Leakage "). Leakage includes 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. Permitted Leakage includes payments reserved for in the financial statements of Fortegra, requested or consented to by Purchaser, and other specified categories of payments or liabilities. Purchaser's recovery for Leakage that is not adjusted for at the Closing is limited to a leakage reserve hold

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 25, 2025, Tiptree, Warburg Pincus LLC, Fortegra and Purchaser issued a joint press release announcing the proposed acquisition, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Also on September 25, 2025, Tiptree posted on its website at https://www.tiptreeinc.com an investor presentation regarding the proposed acquisition, a copy of which is furnished herewith as Exhibit 99.2 and incorporated herein by reference. Additionally, on September 26, 2025, Fortegra issued a press release and circulated an internal announcement, copies of which are furnished herewith as Exhibits 99.3 and 99.4, respectively, and incorporated herein by reference Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements generally can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "seek," "may," "plan," "project," "should," "target," "will," and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the expected timing of the Closing, pursuant to the Merger Agreement, satisfaction of the conditions to closing and the consummation of the Merger, Tiptree's or Fortegra's expected financial condition, results of operations and business performance, the tax and accounting consequences of the Merger and the other transactions contemplated by the Merger Agreement and the amounts of proceeds resulting from the Merger, including statements regarding the intended use of such proceeds, are forward-looking statements. These forward-looking statements are based upon Tiptree's present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Merger Agreement, dated September 26, 2025 10.2* Form of Tiptree Voting Agreement, dated September 26, 2025 10.3* Form of Fortegra Voting Agreement, dated September 26, 2025 99.1 Joint Press Release, dated September 25, 2025 99.2 Investor Presentation, dated September 2025 99.3 Fortegra Press Release, dated September 26, 2025 99.4 Fortegra Internal Announcement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *This filing excludes schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon request by the SEC.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TIPTREE INC . Date: September 26, 2025 By: /s/ Jonathan Ilany Name: Jonathan Ilany Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR