Form 8-K

8-K — TIPTREE INC.

Accession: 0001393726-26-000034

Filed: 2026-05-29

Period: 2026-05-29

CIK: 0001393726

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tipt-20260529.htm (Primary)

EX-10.1 (tipt-ex10_1.htm)

EX-10.2 (tipt-ex10_2.htm)

EX-99.1 (tipt-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tipt-20260529.htm · Sequence: 1

8-K

0001393726false00013937262026-05-292026-05-29

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): May 29, 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 1.01 Entry into a Material Definitive Agreement.

In connection with the closing of the Merger (as defined in Item 2.01 below), certain subsidiaries of The Fortegra Group, Inc. (“Fortegra”), a Delaware corporation and subsidiary of Tiptree Inc. (“Tiptree”) entered into the following amendments and consents to existing credit facilities, each dated March 11, 2026 and each becoming operative on the Closing Date (as defined in Item 2.01 below), immediately upon the consummation of the Merger.

South Bay Acceptance Corporation (“SBAC”) and South Bay Funding LLC, each a subsidiary of Fortegra, entered into that certain Limited Consent to Amended and Restated Credit Agreement (the “South Bay Consent”) with the lenders party thereto and Fifth Third Bank, National Association, as administrative agent, which provides for (a) consent under the Amended and Restated Credit Agreement, dated as of October 6, 2023 (as amended, including by the South Bay Consent, the “South Bay Credit Agreement”), to the change of control resulting from the consummation of the Merger, and (b) consent to or the waiver of any Default or Event of Default (each as defined in the South Bay Credit Agreement) arising from a “going concern” qualification as a result of the impending maturity of the Obligations (as defined in the South Bay Credit Agreement) under the South Bay Credit Agreement in the audit opinion on SBAC’s consolidated financial statements for the fiscal year ended December 31, 2025.

Fortegra Financial Corporation, LOTS Intermediate Co. and Fortegra (the “FFC Borrowers”) entered into that certain Second Amendment to Second Amended and Restated Credit Agreement (the “FFC Amendment”) with the guarantors party thereto, the lenders party thereto and Fifth Third Bank, National Association, as administrative agent, which provides for, among other things, (a) consent under the Second Amended and Restated Credit Agreement, dated as of October 21, 2022 (as amended, including by the FFC Amendment, the “FFC Credit Agreement”), to the change of control resulting from the consummation of the Merger, and (b) an amendment to the definition of “Permitted Holders” to include DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea (“Purchaser”), as a Permitted Holder (as defined in the FFC Credit Agreement) following the consummation of the Merger.

In connection with each of the South Bay Consent and the FFC Amendment, the applicable borrowers paid to each consenting lender a fee in an amount equal to a percentage of such lender’s commitment under the applicable credit agreement.

The foregoing descriptions of the South Bay Consent and the FFC Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

The South Bay Consent and the FFC Amendment were entered into in connection with the Merger described in Item 2.01 below, which description is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On the Closing Date, in connection with the Merger, Tiptree Holdings LLC (“Tiptree Holdings”), a subsidiary of Tiptree, repaid in full all outstanding obligations under the Credit Agreement, dated as of February 7, 2025 (the “Fortress Credit Agreement”), by and among Tiptree, as parent, Tiptree Holdings, the lenders party thereto and Fortress Credit Corp., as administrative agent and collateral agent. After giving effect to such repayment, all obligations under the Fortress Credit Agreement (other than unasserted contingent or indemnity obligations that by their nature survive termination) were discharged, all security interests and liens in any collateral were released, and the Fortress Credit Agreement and all related credit documents were terminated.

The termination of the Fortress Credit Agreement was effected in connection with the Merger described in Item 2.01 below, which description is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As disclosed in the Current Report on Form 8-K filed by Tiptree with the Securities and Exchange Commission (the “SEC”) on September 26, 2025 (the “September 26 Current Report”), on September 26, 2025, Tiptree entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Purchaser, and Fortegra. DB Insurance North America Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”) was subsequently incorporated in Delaware and, on April 8, 2026, executed a joinder to the Merger Agreement to become a party thereto. Pursuant to the Merger Agreement, Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the Merger (the “Surviving Corporation”) as a wholly owned subsidiary of Purchaser (the “Merger”), as more fully described in Tiptree’s definitive proxy statement filed with the SEC on October 31, 2025.

Furthermore, as disclosed in the Current Report on Form 8-K filed by Tiptree with the SEC on December 4, 2025, at a special meeting of Tiptree’s stockholders held on December 3, 2025, the stockholders approved the Merger and the other transactions contemplated by

the Merger Agreement, as such Merger may constitute a “transfer of assets” of Tiptree under Section 3-105 of the Maryland General Corporation Law.

As disclosed in the Current Report on Form 8-K filed by Tiptree with the SEC on April 30, 2026 (the “April 30 Current Report”), on April 28, 2026, Tiptree, Purchaser, Merger Sub and Fortegra entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”), which, among other things, removed the approval and/or non-disapproval from the New York State Department of Financial Services (the “NYDFS”) of the proposed acquisition of SBAC as a condition to the closing of the Merger (the “Closing”) and provided for the surrender by SBAC of its premium finance agency license issued by the NYDFS.

Closing of the Merger

On May 29, 2026 (the “Closing Date”), Tiptree completed the Closing. Pursuant to the terms of the Merger Agreement, the “Aggregate Closing Purchase Price” for the Merger was an amount equal to $1.65 billion in cash, less certain categories of payments, liabilities and obligations of Fortegra and its subsidiaries to related parties of Tiptree and Fortegra (as more fully defined in the Merger Agreement) after June 30, 2025 and at or prior to Closing (“Leakage”), the Series A Aggregate Liquidation Preference (as defined in the Merger Agreement) and the “Leakage Reserve Holdback Amount” of $8 million. The Aggregate Closing Purchase Price payable for the benefit of Tiptree at the Closing was approximately $1.08 billion.

At Closing, the Aggregate Closing Purchase Price was delivered by Purchaser, together with the Leakage Reserve Holdback Amount and certain other amounts payable pursuant to the Merger Agreement, to the paying agent for disbursement to the Eligible Holders (as defined in the Merger Agreement), including Tiptree, in accordance with the terms of the Merger Agreement. Separately, the Leakage Reserve Holdback Amount was deposited by Purchaser into a segregated escrow account, to satisfy any additional Leakage amounts that may be identified by Purchaser during the four-month period following the Closing.

The above description of the Merger Agreement and the Merger is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which was included as Exhibit 10.1 to the September 26 Current Report, as amended by the Amendment, a copy of which was included as Exhibit 2.1 to the April 30 Current Report, and the terms of each of which are incorporated in this Current Report on Form 8-K (this “Current Report”) by reference.

Tiptree classified Fortegra as held-for-sale in its consolidated balance sheets and classified the related operating results, net of income tax, as discontinued operations in its consolidated statements of operations in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026 and its Quarterly Report on Form 10-Q for the first quarter ended March 31, 2026, filed with the SEC on April 30, 2026. Consequently, pro forma financial statements, which give effect to the disposition of Fortegra, are not required to be filed with this Current Report.

Item 8.01 Other Events.

On May 29, 2026, Tiptree issued a press release announcing the Closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Limited Consent to Amended and Restated Credit Agreement, dated as of March 11, 2026, by and among South Bay Acceptance Corporation, South Bay Funding LLC, the lenders party thereto and Fifth Third Bank, National Association, as administrative agent.

10.2

Second Amendment to Second Amended and Restated Credit Agreement, dated as of March 11, 2026, by and among Fortegra Financial Corporation, LOTS Intermediate Co., The Fortegra Group, Inc., the guarantors party thereto, the lenders party thereto and Fifth Third Bank, National Association, as administrative agent.

99.1

Press release, dated May 29, 2026, announcing the Closing of the Merger.

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Tiptree Inc.

Date:

May 29, 2026

By:

/s/ Michael G. Barnes

Name:

Michael G. Barnes

Title:

Chairman and Chief Executive Officer

EX-10.1

Filename: tipt-ex10_1.htm · Sequence: 2

EX-10.1

EXHIBIT 10.1

LIMITED CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This LIMITED CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 11, 2026 (this “Consent”), is by and among SOUTH BAY ACCEPTANCE CORPORATION, a corporation incorporated under the laws of the State of California (“SBAC”) and SOUTH BAY FUNDING LLC, a limited liability company organized under the laws of the State of Delaware (“SBF”, and together with SBAC, each, a “Borrower” and collectively, the “Borrowers”), each of the Lenders party hereto and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrowers have informed the Agent that a subsidiary (“Merger Sub”) of DB Insurance Co., Ltd. (“DB”) will merge with and into The Fortegra Group, Inc., a corporation incorporated under the laws of the State of Delaware (“Fortegra Group”) with Fortegra Group being the surviving corporation, which merger will result in DB acquiring (such acquisition, the “2026 Consent Closing Date Acquisition”) 100% of the issued and outstanding Capital Stock of Fortegra Group pursuant to that certain Agreement and Plan of Merger (as amended (and including all such amendments) prior to the 2026 Consent Effective Date and any future amendment, waiver, supplement or other modification not prohibited by this Consent (the “Merger Agreement”)), by and among DB, Merger Sub, Fortegra Group and Tiptree Inc., including all schedules, exhibits and annexes thereto (collectively, the “2026 Consent Closing Date Acquisition Documents”);

WHEREAS, the Borrowers have requested that the Required Lenders (x) consent to the Change of Control that will occur solely as a result of the consummation of the 2026 Consent Closing Date Acquisition (the “Change of Control Transaction Consent”) and (y) consent to, or waive any Default or Event of Default arising from, as applicable, the Loan Parties’ delivery pursuant to Section 6.3(a) of the Credit Agreement of an audit opinion from the Accountants that contains a “going concern” or like qualification, explanation or exception solely with respect to SBAC’s consolidated financial statements for the Fiscal Year ended December 31, 2025 as a result of the impending maturity of the Obligations under the Credit Agreement (the “Going Concern Override”); and

WHEREAS, the Agent and the Lenders party hereto, which Lenders constitute the Required Lenders, agree to the Change of Control Transaction Consent and the Going Concern Override, in each case on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article 1

CONSENT

On the 2026 Consent Closing Date, effective immediately prior to, the consummation of the 2026 Consent Closing Date Acquisition, the Lenders party to this Consent hereby agree to (a) the Change of Control Transaction Consent and (b) the Going Concern Override.

Article 2

CONDITIONS TO EFFECTIVENESS

2.1

This Consent shall be effective as of the date first above written (the “2026 Consent Effective Date”) upon:

(a)

Executed Loan Documents. The receipt by the Agent of a copy of this Consent, duly executed by the Borrowers and each of the Required Lenders.

(b)

Fees to Lenders. The Agent’s receipt from the Borrowers or the Borrowers shall have otherwise caused to be paid for the account of each Lender that executes and delivers a signature page hereto to the Agent on or prior to March 11, 2026, a consent fee in an amount equal to 0.10% of such Lender’s Commitment.

2.2

The date on which each of the following is satisfied shall be the “2026 Consent Closing Date”:

(a)

Default. Prior to and after giving effect to this Consent, no Default or Event of Default shall exist.

(b)

2026 Consent Closing Date Acquisition. Receipt of the final 2026 Consent Closing Date Acquisition Documents. The 2026 Consent Closing Date Acquisition shall have been consummated in accordance, in all material respects, with the terms thereof, but without giving effect to any amendments, waivers or consents by Fortegra Group that are materially adverse to the interests of the Lenders in their capacities as such without the consent of the Required Lenders, such consent not to be unreasonably withheld, delayed or conditioned (provided that the Required Lenders shall be deemed to have consented to any such amendment or waiver unless they shall object thereto within five Business Days after receipt of notice of such amendment or waiver), it being understood that (a) any decrease in the purchase price shall not be materially adverse to the interests of the Lenders, (b) any increase in the purchase price shall not be materially adverse to the Lenders so long as such increase is not funded by proceeds of borrowings at Fortegra Group or any of its Subsidiaries and (c) the granting of any consent under the Merger Agreement that is not materially adverse to the interests of the Lenders shall not otherwise constitute an amendment or waiver.

(c)

Fees, Costs and Expenses. The Agent’s receipt from Borrower (or Borrower shall have caused to be paid) of the fees, costs and expenses that are payable under this Consent in connection with the consummation of the transactions contemplated hereby and Holland & Knight LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Consent (in each case, to the extent invoiced with reasonable detail at least three (3) Business Days prior to the 2026 Consent Closing Date).

(d)

Patriot Act, etc. No later than five days prior to the 2026 Consent Closing Date, each Borrower and each of the Subsidiary Loan Parties shall have provided to the Agent and the Lenders (i) a Beneficial Ownership Certification and (ii) all documentation and other information requested by the Agent at

least ten days prior to the 2026 Consent Closing Date and required by regulatory authorities in order to comply with requirements of applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Article 3

NO OTHER WAIVER OR CONSENT

Other than as expressly set forth in this Consent, nothing contained in this Consent shall be a waiver of any past, present or future violation, Default or Event of Default of Borrowers or Guarantors under the Credit Agreement or any other Loan Document. Other than as expressly set forth in this Consent, Agent and each Lender hereby expressly reserve any rights, privileges and remedies under the Credit Agreement and each other Loan Document that Agent and each Lender may have with respect to any violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of any such violation, Default or Event of Default shall not directly or indirectly in any way whatsoever (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan Document, (ii) amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of Borrowers or any Guarantor or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document or any other contract or instrument. Other than as expressly set forth in this Consent, nothing in this Consent shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any other Loan Document.

Article 4

MISCELLANEOUS

4.1

Amended Terms. On and after the 2026 Consent Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Consent.

4.2

Representations and Warranties of Loan Parties. On each of the 2026 Consent Effective Date and the 2026 Consent Closing Date, each Loan Party represents and warrants as follows:

(a)

It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Consent.

(b)

This Consent has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)

No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Consent.

(d)

As of the 2026 Consent Effective Date and the 2026 Consent Closing Date, after giving effect to this Consent, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Default.

4.3

Reaffirmation of Obligations. On each of the 2026 Consent Effective Date and the 2026 Consent Closing Date, each Loan Party hereby ratifies the Credit Agreement and each other Loan Document to which it is a party, and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement and each such Loan Document applicable to it (which, in each case, remain in full force and effect according to its terms), (b) that it is responsible for the observance and full performance of its respective Obligations and (c) agrees that this Consent and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

4.4

Reaffirmation of Security Interests. On each of the 2026 Consent Effective Date and the 2026 Consent Closing Date, each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting, (b) agrees that this Consent is not intended to, and shall in no manner, impair or otherwise adversely affect, or constitute or establish a novation of, any of the Liens granted in or pursuant to the Loan Documents, (c) the Security Agreement shall continue in full force and effect and is hereby ratified and confirmed; (d) such Loan Party as of the date hereof has no defenses, off-sets or counterclaims to or against enforcement of the Security Agreement by the Agent in accordance with its terms; and (e) none of the agreements contained in the Credit Agreement or any other document or instrument executed in connection therewith will limit, impair or otherwise affect any of such Loan Party’s agreements, undertakings or obligations under the Security Agreement.

4.5

Loan Document. This Consent shall constitute a Loan Document under the terms of the Credit Agreement.

4.6

Expenses. The Borrowers agree to pay, in accordance with Section 11.3 of the Credit Agreement, all reasonable and documented costs and expenses of the Agent in connection with the preparation, execution and delivery of this Consent, including without limitation the reasonable and documented fees and expenses of the Agent’s legal counsel.

4.7

Further Assurances. Each Borrower and each Loan Party agrees to promptly take such action, upon the request of the Agent, as is necessary to carry out the intent of this Consent.

4.8

Entirety. This Consent and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

4.9

Counterparts; Delivery. This Consent may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Consent may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Consent. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it; provided that, without limiting the foregoing, (a) to the extent the Agent has agreed to accept such Electronic Signature, the Agent shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of the Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart.

4.10

GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

4.11

Successors and Assigns. This Consent shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.12

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 11.5 and 11.6 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

IN WITNESS WHEREOF the parties hereto have caused this Consent to be duly executed on the date first above written.

BORROWERS:

SOUTH BAY ACCEPTANCE CORPORATION,

a California corporation

By: /s/ John Short

Name: John Short

Title: Secretary

SOUTH BAY FUNDING LLC,

a Delaware limited liability company

By: /s/ John Short

Name: John Short

Title: Secretary

AGENT:

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as the Agent, Issuing Lender and Lender

By: /s/ Jane Badger

Name: Jane Badger

Title: SVP

BANKUNITED, N.A.,

as a Lender

By: /s/ Jeff Landroche

Name: Jeff Landroche

Title: SVP

RENASANT BANK

as a Lender

By: /s/ Jenna Hutchinson

Name: Jenna Hutchinson

Title: AVP

CITIZENS BANK, N.A.

as a Lender

By: /s/ Donald A. Wright

Name: Donald A. Wright

Title: SVP

EX-10.2

Filename: tipt-ex10_2.htm · Sequence: 3

EX-10.2

EXHIBIT 10.2

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 11, 2026 (this “Amendment”), is by and among FORTEGRA FINANCIAL CORPORATION, a corporation incorporated under the laws of the State of Delaware (“Fortegra”), THE FORTEGRA GROUP, INC., a corporation incorporated under the laws of the State of Delaware (“Fortegra Group”), and LOTS INTERMEDIATE CO., a corporation incorporated under the laws of the State of Delaware (“LOTS”, and together with Fortegra Group and Fortegra, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, each of the Lenders party hereto and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrowers, the Guarantors, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and the Agent are parties to that certain Second Amended and Restated Credit Agreement, dated as of October 21, 2022 (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of September 1, 2023, as amended by this Amendment and as further amended, restated, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have informed the Agent that a subsidiary (“Merger Sub”) of DB Insurance Co., Ltd. (“DB”) will merge with and into Fortegra Group with Fortegra Group being the surviving corporation, which merger will result in DB acquiring (such acquisition, the “Second Amendment Closing Date Acquisition”) 100% of the issued and outstanding Capital Stock of Fortegra Group pursuant to that certain Agreement and Plan of Merger (as amended (and including all such amendments) prior to the Second Amendment Effective Date and any future amendment, waiver, supplement or other modification not prohibited by this Amendment (the “Merger Agreement”)), by and among, DB, Merger Sub, Fortegra Group and Tiptree Inc., including all schedules, exhibits and annexes thereto (collectively, the “Second Amendment Closing Date Acquisition Documents”);

WHEREAS, the Borrowers have requested (i) certain amendments to the Credit Agreement as further set forth below and (ii) that the Required Lenders consent to the Change of Control that will occur solely as a result of the consummation of the Second Amendment Closing Date Acquisition (the “Change of Control Transaction”); and

WHEREAS, the Agent and the Lenders party hereto, which Lenders constitute the Required Lenders, agree to (i) the amendments to the Credit Agreement and (ii) consent to the Change of Control Transaction, in each case on the terms and conditions set forth herein.

Article 1

CONSENT

On the Second Amendment Closing Date, effective immediately prior to, the consummation of the Second Amendment Closing Date Acquisition, the Lenders party to this Amendment hereby consent to the Change of Control Transaction.

Article 2

AMENDMENTS TO CREDIT AGREEMENT

2.1

New Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“DB Insurance” means DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea with its registered office at DB Financial Center, 432, Teheran-ro, Gangnam-gu, Seoul, Korea, 06194.

“Second Amendment Closing Date” shall have the meaning assigned to such term in the Second Amendment.

“Second Amendment” means that certain Second Amendment to Second Amended and Restated Credit Agreement, dated as of March 11, 2026, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

2.2

Amendment to Definition. The definition of “Permitted Holders” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Permitted Holders” shall mean:

(1)

Immediately prior to the Second Amendment Closing Date, (a) Tiptree Inc. and its Affiliates and the directors, officers, members of management and employees of Fortegra Group who are holders of Capital Stock, (b) WP Falcon Aggregator, L.P. and its Affiliates, and (c) any group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder in effect on the date hereof) of which any of the foregoing are members; provided that in the case of clause (c) and without giving effect to the existence of such group or any other group, (x) the Persons described in clauses (a) and (b) above, collectively, have beneficial ownership directly or indirectly of more than 50% of the total voting power of Fortegra Group’s voting Capital Stock held by such group.

(2)

From and after the Second Amendment Closing Date, (a) DB Insurance and its Affiliates, and (b) any group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder in effect on the date hereof) of which DB Insurance and/or its Affiliates are a member; provided that in the case of clause (b) and without giving effect to the existence of such group or any other group, DB Insurance and/or its Affiliates shall have

beneficial ownership directly or indirectly of more than 50% of the total voting power of Fortegra Group’s voting Capital Stock held by such group.

Article 3

CONDITIONS TO EFFECTIVENESS

3.1

This Amendment shall be effective as of the date first above written (the “Second Amendment Effective Date”) upon:

(a)

Executed Loan Documents. The receipt by the Agent of a copy of this Amendment, duly executed by the Borrowers, each Guarantor, and each of the Required Lenders.

(b)

Fees to Lenders. The Agent’s receipt from the Borrowers or the Borrowers shall have otherwise caused to be paid for the account of each Lender that executes and delivers a signature page hereto to the Agent on or prior to March 11, 2026, an amendment fee in an amount equal to 0.10% of such Lender’s Commitment.

3.2

The date on which each of the following is satisfied shall be the “Second Amendment Closing Date”:

(a)

Default. Prior to and after giving effect to this Amendment, no Default or Event of Default shall exist.

(b)

Second Amendment Closing Date Acquisition. Receipt of the final Second Amendment Closing Date Acquisition Documents. The Second Amendment Closing Date Acquisition shall have been consummated in accordance, in all material respects, with the terms thereof, but without giving effect to any amendments, waivers or consents by Fortegra Group that are materially adverse to the interests of the Lenders in their capacities as such without the consent of the Required Lenders, such consent not to be unreasonably withheld, delayed or conditioned (provided that the Required Lenders shall be deemed to have consented to any such amendment or waiver unless they shall object thereto within five Business Days after receipt of notice of such amendment or waiver), it being understood that (a) any decrease in the purchase price shall not be materially adverse to the interests of the Lenders, (b) any increase in the purchase price shall not be materially adverse to the Lenders so long as such increase is not funded by proceeds of borrowings at Fortegra Group or any of its Subsidiaries and (c) the granting of any consent under the Merger Agreement that is not materially adverse to the interests of the Lenders shall not otherwise constitute an amendment or waiver.

(c)

Fees, Costs and Expenses. The Agent’s receipt from Borrower (or Borrower shall have caused to be paid) of the fees, costs and expenses that are payable under this Amendment in connection with the consummation of the transactions contemplated hereby and Holland & Knight LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment (in each case, to the extent invoiced with reasonable detail at least three (3) Business Days prior to the Second Amendment Closing Date).

(d)

Patriot Act, etc. No later than five days prior to the Second Amendment Closing Date, each Borrower and each of the Subsidiary Loan Parties shall have provided to the Agent and the Lenders (i) a Beneficial Ownership Certification and (ii) all documentation and other information requested by the Agent at least ten days prior to the Second Amendment Closing Date and required by regulatory authorities in order to comply with requirements of applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Article 4

NO WAIVER

Other than as expressly set forth in this Amendment, nothing contained in this Amendment shall be a waiver of any past, present or future violation, Default or Event of Default of Borrowers or Guarantors under the Credit Agreement or any other Loan Document. Other than as expressly set forth in this Amendment, Agent and each Lender hereby expressly reserve any rights, privileges and remedies under the Credit Agreement and each other Loan Document that Agent and each Lender may have with respect to any violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of any such violation, Default or Event of Default shall not directly or indirectly in any way whatsoever (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan Document, (ii) amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of Borrowers or any Guarantor or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document or any other contract or instrument. Other than as expressly set forth in this Amendment, nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any other Loan Document.

Article 5

MISCELLANEOUS

5.1

Amended Terms. On and after the Second Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment.

5.2

Representations and Warranties of Loan Parties. On each of the Second Amendment Effective Date and the Second Amendment Closing Date, each Loan Party represents and warrants as follows:

(a)

It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Amendment.

(b)

This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a

proceeding at law or in equity).

(c)

(d)

As of the Second Amendment Effective Date and the Second Amendment Closing Date, after giving effect to this Amendment, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Default.

5.3

Reaffirmation of Obligations. On each of the Second Amendment Effective Date and the Second Amendment Closing Date, each Loan Party hereby ratifies the Credit Agreement and each other Loan Document to which it is a party, and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement and each such Loan Document applicable to it (which, in each case, remain in full force and effect according to its terms), (b) that it is responsible for the observance and full performance of its respective Obligations and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

5.4

Reaffirmation of Security Interests. On each of the Second Amendment Effective Date and the Second Amendment Closing Date, each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting, (b) agrees that this Amendment is not intended to, and shall in no manner, impair or otherwise adversely affect, or constitute or establish a novation of, any of the Liens granted in or pursuant to the Loan Documents, (c) the Security Agreement shall continue in full force and effect and is hereby ratified and confirmed; (d) such Loan Party as of the date hereof has no defenses, off-sets or counterclaims to or against enforcement of the Security Agreement by the Agent in accordance with its terms; and (e) none of the agreements contained in the Credit Agreement or any other document or instrument executed in connection therewith will limit, impair or otherwise affect any of such Loan Party’s agreements, undertakings or obligations under the Security Agreement.

5.5

Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

5.6

Expenses. The Borrowers agree to pay, in accordance with Section 11.3 of the Credit Agreement, all reasonable and documented costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable and documented fees and expenses of the Agent’s legal counsel.

5.7

Further Assurances. Each Borrower and each Loan Party agrees to promptly take such action, upon the request of the Agent, as is necessary to carry out the intent of this Amendment.

5.8

Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

5.9

Counterparts; Delivery. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it; provided that, without limiting the foregoing, (a) to the extent the Agent has agreed to accept such Electronic Signature, the Agent shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of the Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart.

5.10

GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

5.11

Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

5.12

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 10.5 and 10.6 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

BORROWERS:

FORTEGRA FINANCIAL CORPORATION,

a Delaware corporation

By: /s/ Edward Peña

Name: Edward Peña

Title: Chief Financial Officer

LOTS INTERMEDIATE CO.,

a Delaware corporation

By: /s/ Edward Peña

Name: Edward Peña

Title: Chief Financial Officer

THE FORTEGRA GROUP, INC.,

a Delaware corporation

By: /s/ Edward Peña

Name: Edward Peña

Title: Chief Financial Officer

GUARANTORS:

AUTO KNIGHT MOTOR CLUB INC.,

a California corporation

By: /s/ John Short

Name: John Short

Title: Secretary

CONTINENTAL CAR CLUB, INC.,

a Tennessee corporation

By: /s/ John Short

Name: John Short

Title: Secretary

UNITED MOTOR CLUB OF AMERICA, INC.,

a Kentucky corporation

By: /s/ John Short

Name: John Short

Title: Secretary

4WARRANTY CORPORATION,

a Florida corporation

By: /s/ John Short

Name: John Short

Title: Secretary

THE SERVICE DOC, INC.,

a Florida corporation

By: /s/ John Short

Name: John Short

Title: Secretary

LOT SOLUTIONS, INC.,

a Georgia corporation

By: /s/ John Short

Name: John Short

Title: Secretary

LOTSOLUTIONS FLORIDA LLC,

a Florida limited liability company

By: /s/ John Short

Name: John Short

Title: Secretary

DIGITAL LEASH LLC,

a Florida limited liability company

By: /s/ John Short

Name: John Short

Title: Secretary

SOUTH BAY FINANCIAL SERVICES, LLC,

a Delaware limited liability company

By: /s/ John Short

Name: John Short

Title: Secretary

SOUTH BAY ACCEPTANCE CORPORATION,

a California corporation

By: /s/ John Short

Name: John Short

Title: Secretary

SOUTH BAY FUNDING, LLC,

a Delaware limited liability company

By: /s/ John Short

Name: John Short

Title: Secretary

PACIFIC BENEFITS GROUP NORTHWEST, L.L.C.,

an Oregon limited liability company

By: /s/ John Short

Name: John Short

Title: Secretary

SKY SERVICES LLC,

a Delaware limited liability company

By: /s/ John Short

Name: John Short

Title: Secretary

FORTEGRA WARRANTY HOLDINGS, LLC,

a Delaware limited liability company

By: /s/ Edward Peña

Name: Edward Peña

Title: Chief Financial Officer

FORTEGRA INTERMEDIATE WARRANTY HOLDINGS, LLC,

a Delaware limited liability company

By: /s/ Edward Peña

Name: Edward Peña

Title: Chief Financial Officer

SAC HOLDINGS, INC.

an Arizona corporation

By: /s/ John Short

Name: John Short

Title: Secretary

SAC ADMIN, INC.

an Arizona corporation

By: /s/ John Short

Name: John Short

Title: Secretary

SMART AUTOCARE, INC.,

an Arizona corporation

By: /s/ John Short

Name: John Short

Title: Secretary

SMART AUTOCARE ADMINISTRATION SOLUTIONS, INC.,

an Arizona corporation

By: /s/ John Short

Name: John Short

Title: Secretary

INDEPENDENT DEALER GROUP, INC.,

a New Jersey corporation

By: /s/ John Short

Name: John Short

Title: Secretary

DEALER MOTOR SERVICES, INC.,

a New Jersey corporation

By: /s/ John Short

Name: John Short

Title: Secretary

OWNERSHIELD, INC.,

a Texas corporation

By: /s/ John Short

Name: John Short

Title: Secretary

ACCELERATED SERVICE ENTERPRISE, LLC,

a New Jersey limited liability company

By: /s/ John Short

Name: John Short

Title: Secretary

AGENT:

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as the Agent, Issuing Lender and Lender

By: /s/ Jane Badger

Name: Jane Badger

Title: SVP

CITIZENS BANK, N.A.,

as a Lender

By: /s/ Donald A. Wright

Name: Donald A. Wright

Title: SVP

FIRST HORIZON BANK,

as a Lender

By: /s/ William Machmer

Name: William Machmer

Title: Senior Vice President

BANK UNITED, N.A.,

as a Lender

By: /s/ Jeff Landroche

Name: Jeff Landroche

Title: SVP

ARVEST BANK,

as a Lender

By: /s/ John Suskie

Name: John Suskie

Title: Managing Director

EX-99.1

Filename: tipt-ex99_1.htm · Sequence: 4

EX-99.1

EXHIBIT 99.1

Tiptree and Warburg Pincus Announce Closing of Fortegra Sale

GREENWICH, Conn., May 29, 2026 – (BUSINESS WIRE) – Tiptree Inc. (NASDAQ: TIPT) (the “Company” or “Tiptree”) and Warburg Pincus LLC (“Warburg Pincus”) today announced the successful closing of the previously disclosed sale of The Fortegra Group, Inc. (“Fortegra”), a leading specialty insurer, to DB Insurance Co., Ltd., Korea's leading property and casualty insurer.

“We are pleased to have successfully completed the sale of Fortegra, which represents the culmination of a multi-year strategy to build and scale a global specialty insurance platform,” said Michael Barnes, Chairman and CEO of Tiptree. “Looking ahead, we are well positioned to focus on the next phase of our strategy—driving long-term value through disciplined capital allocation and strategic acquisitions, with a particular emphasis on financial services, including insurance, asset management, and specialty finance.”

“We have greatly valued the opportunity to work alongside Rick, the Fortegra management team and our partners at Tiptree during this important period for the company. As the company enters this next phase, Fortegra is coming from a place of strength, and we look forward to following their future success,” said Dan Zilberman, Global Head of Capital Solutions and Global Co-Head of Financial Services at Warburg Pincus.

The transaction represents a significant milestone in Tiptree’s evolution and unlocks substantial capital to enhance shareholder value, including:

•

Strengthened balance sheet, with substantial cash proceeds, resulting in approximately $23.80 of pro-forma book value per diluted share.

•

Enhanced financial flexibility to pursue value-accretive capital allocation opportunities.

•

Authorization of a new $20 million share repurchase program, reflecting confidence in the Company’s intrinsic value.

About Tiptree

Tiptree Inc. (NASDAQ: TIPT) allocates capital to select small and middle market companies with the mission of building long-term value. Established in 2007, Tiptree has a significant track record investing across a variety of industries and asset types, including insurance, asset management, specialty finance, and real estate sectors. With proprietary access and a flexible capital base, Tiptree seeks to uncover compelling investment

opportunities and support management teams in unlocking the full value potential of their businesses. For more information, please visit tiptreeinc.com and follow us on LinkedIn.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $100 billion in assets under management, and more than 215 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.

Warburg Pincus has been a leading investor in the insurance industry for 30 years, investing more than $5 billion in equity capital across more than 20 investments, globally. These investments include Aeolus Re, Arch Capital, Fetch Pet Insurance, Foundation Risk Partners, ICICI Lombard Insurance, K2 Insurance Services, Keystone Agency Partners, McGill & Partners, ParetoHealth, RenaissanceRe, and Somers Re, amongst others.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn and YouTube.

Forward-Looking Statements

This communication 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 communication 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 communication. 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.

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