Form 8-K

8-K — TIPTREE INC.

Accession: 0001393726-26-000055

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001393726

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tipt-20261028.htm (Primary)

EX-99.1 (tipt-ex99_1.htm)

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8-K

8-K (Primary)

Filename: tipt-20261028.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2026

Tiptree Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-33549

38-3754322

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

660 Steamboat Road

2nd Floor

Greenwich, Connecticut

06830

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 446-1400

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

TIPT

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 28, 2026 Tiptree issued a press release announcing its results of operations for the nine months ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Included in the press release furnished as Exhibit 99.1 was an announcement that the board of directors of the Company has declared a cash dividend of $0.06 per share to Tiptree’s stockholders, with a record date of November 16, 2026 and a payment date of November 23, 2026.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits:

Exhibit No.

Description

99.1

Tiptree Inc. press release, dated October 28, 2026.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

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:

October 28, 2026

By:

/s/ Michael G. Barnes

Name:

Michael G. Barnes

Title:

Chairman and Chief Executive Officer

EX-99.1

Filename: tipt-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

TIPTREE ANNOUNCES THIRD QUARTER 2026 RESULTS

Greenwich, Connecticut – October 28, 2026– Tiptree Inc. (NASDAQ:TIPT) (“Tiptree” or the “Company”), today announced its financial results for the three and nine months ended September 30, 2026.

Third Quarter 2026 Highlights

•

Entered into a definitive agreement to acquire Universal Shield Insurance Group ("USIG"), a specialty property and casualty insurer, for $100.0 million in cash, adjusted for certain closing costs. The transaction remains subject to regulatory approvals and customary closing conditions and is expected to close in the first quarter of 2027.

•

As of September 30, 2026, Tiptree's book value increased to $903 million, or $24.47 per share ($23.99 per diluted share).

•

Through October 28, 2026, repurchased $25.0 million of common stock in 2026 at an average 30% discount to book value per share.

•

Declared a dividend of $0.06 per share to stockholders of record on November 16, 2026 with a payment date of November 23, 2026.

•

Tiptree management is highly aligned with shareholders and focused on long-term value creation through strategic insurance investments, opportunistic share buybacks, and thoughtful consideration of dividends. With a disciplined financial approach, the Company continues to streamline operations and manage costs to support sustainable growth.

($ in thousands, except per share information)

Three Months Ended September 30,

Nine Months Ended September 30,

GAAP:

2026

2025

2026

2025

Income (loss) before taxes

5,063

(11,374

)

(8,363

)

(35,139

)

Net income (loss) from continuing operations

4,623

(9,504

)

(8,965

)

(29,650

)

Net income (loss) from discontinued operations

578

15,925

417,645

60,666

Diluted earnings per share

0.14

0.13

10.82

0.70

Cash dividends paid per common share

0.06

0.18

Non-GAAP (1):

Book value per share

24.47

13.36

24.47

13.36

(1) See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

About Tiptree

Tiptree Inc. (NASDAQ: TIPT) is an insurance holding company focused on building and growing P&C insurance businesses in specialized markets. The Company’s strategy combines experienced management teams, disciplined underwriting and prudent investment and capital management to create long-term shareholder value. Tiptree seeks to build businesses distinguished by underwriting expertise, strong distribution relationships and sustainable profitability, with the objective of compounding book value per share over time. For more information, please visit tiptreeinc.com and follow us on LinkedIn.

Page 1

Forward-Looking Statements

This release contains “forward-looking statements” which involve risks, uncertainties and contingencies, many of which are beyond the Company’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations for our businesses and intentions. The 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 forecast 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” in the Company’s Annual Report on Form 10-K, and as described in the Company’s other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date of this release. The factors described therein 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 federal securities laws, we undertake no obligation to update any forward-looking statements.

Page 2

Tiptree Inc.

Condensed Consolidated Balance Sheets (Unaudited)

($ in thousands, except share data)

As of

September 30,

2026

December 31,

2025

Assets:

Current assets:

Cash and cash equivalents

198,312

30,784

Marketable securities

589,555

21,701

Other current assets

12,251

2,361

Total current assets

800,118

54,846

Corporate securities

122,137

—

Right of use asset

7,034

8,301

Property, plant and equipment, net

5,179

6,262

Deferred tax assets

7,210

—

Other assets

3,148

2,269

Assets held for sale (1)

—

6,768,387

Total assets

944,826

6,840,065

Liabilities and Stockholders’ Equity

Liabilities:

Current liabilities:

Short-term debt, net

—

8,138

Current tax payable

20,358

—

Other current liabilities

14,818

20,964

Total current liabilities

35,176

29,102

Long-term debt, net

—

63,948

Long-term lease obligations

7,118

8,654

Deferred tax liabilities

—

80,390

Liabilities held for sale (1)

—

5,905,572

Total liabilities

42,294

6,087,666

Stockholders’ Equity:

Preferred stock: $0.001 par value, 100,000,000 shares authorized, none issued or outstanding

—

Common stock: $0.001 par value, 200,000,000 shares authorized, 36,877,761 and 37,824,472 shares issued and outstanding, respectively

Additional paid-in capital

381,068

394,435

Accumulated other comprehensive income (loss), net of tax

(2,057

)

(7,496

)

Retained earnings

523,484

121,574

Total Tiptree Inc. stockholders’ equity

902,532

508,551

Non-controlling interests:

Fortegra preferred interests

—

77,679

Common interests

—

166,169

Total non-controlling interests

—

243,848

Total stockholders’ equity

902,532

752,399

Total liabilities and stockholders’ equity

944,826

6,840,065

(1)

See Note (3) Dispositions and Discontinued Operations for further details, as disclosed in Tiptree's 10-Q filing for the period ended September 30, 2026.

Page 3

Tiptree Inc.

Condensed Consolidated Statements of Operations (Unaudited)

($ in thousands, except share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Revenues:

Other revenue

—

485

Total revenues

—

485

Expenses:

Employee compensation and benefits

3,872

10,436

17,136

26,754

Depreciation and amortization

365

1,083

Other expenses

1,752

2,086

5,818

9,984

Total expenses

5,989

12,887

24,037

37,821

Operating income (loss) before taxes

(5,989

)

(12,884

)

(24,037

)

(37,336

)

Non operating income:

Net realized and unrealized gains (losses)

)

273

(264

)

(441

)

Other income

11,055

1,237

15,938

2,638

Income (loss) before taxes

5,063

(11,374

)

(8,363

)

(35,139

)

Less: provision (benefit) for income taxes

440

(1,870

)

602

(5,489

)

Net income (loss) from continuing operations

4,623

(9,504

)

(8,965

)

(29,650

)

Discontinued operations:

Income (loss) from discontinued operations (1)

578

15,925

417,645

60,666

Net income (loss) attributable to common stockholders

5,201

6,421

408,680

31,016

Net income (loss) from continuing operations per common share:

Basic earnings per share

0.12

(0.25

)

(0.24

)

(0.79

)

Diluted earnings per share

0.12

(0.25

)

(0.24

)

(0.79

)

Net income (loss) from discontinued operations per common share:

Basic earnings per share

0.02

0.42

11.14

1.62

Diluted earnings per share

0.02

0.38

11.06

1.49

Net income (loss) per common share:

Basic earnings per share

0.14

0.17

10.90

0.83

Diluted earnings per share

0.14

0.13

10.82

0.70

Weighted average number of common shares:

Basic

37,219,388

37,565,019

37,501,234

37,470,832

Diluted

37,788,015

37,565,019

37,501,234

37,470,832

Dividends declared per common share

0.06

0.18

(1)

See Note (3) Dispositions and Discontinued Operations for further details, as disclosed in Tiptree's 10-Q filing for the period ended September 30, 2026.

Page 4

Tiptree Inc.

Non-GAAP Financial Measures — Book Value per share

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 September 30,

2026

2025

Total stockholders’ equity

902,532

741,418

Less: Non-controlling interests

236,244

Total stockholders’ equity, net of non-controlling interests

902,532

505,174

Total common shares outstanding

36,878

37,820

Book value per share

24.47

13.36

Page 5

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