8-K

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): November 8, 2023

TIPTREE INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-33549	38-3754322
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

660 Steamboat Road	2nd Floor	Greenwich	CT	06830
(Address of Principal Executive Offices)				(Zip Code)

(212) 446-1400

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below): 

☐    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	NASDAQ	Capital 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 7.01 Regulation FD Disclosure

    On November 8, 2023, Tiptree Inc. (“Tiptree”) issued a press release announcing that its specialty insurance subsidiary, The Fortegra Group, Inc. (“Fortegra”), has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering (“IPO”). Tiptree expects Fortegra’s IPO to be a primary offering with the net proceeds used to execute its growth strategy and for working capital and general corporate purposes.

Fortegra intends to list securities on the New York Stock Exchange under the symbol “TFG”. The size of the proposed offering and price range for the proposed offering have not yet been determined. Tiptree expects to maintain majority ownership of Fortegra and believes a Fortegra IPO will create a platform to serve the future capital needs of the business.

A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website in the press release attached as Exhibit 99.1 hereto is not a part of this current report on Form 8-K. The information contained in this Item 7.01, including the information contained in the press release attached as Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing 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 filing.

The press release attached as Exhibit 99.1 hereto is being issued pursuant to Rule 134 under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits:

99.1	Press Release, dated November 8, 2023
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:	November 8, 2023	By:	/s/ Jonathan Ilany
			Name: Jonathan Ilany
			Title: Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Tiptree Announces Fortegra Filing of Registration Statement for Initial Public Offering

Tiptree Inc. (“Tiptree”) (NASDAQ:TIPT) today announced that its specialty insurance subsidiary, The Fortegra Group, Inc. (“Fortegra”) has publicly filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering (“IPO”). Tiptree expects Fortegra’s IPO to be a primary offering with the net proceeds used to execute its growth strategy and for working capital and general corporate purposes.

Fortegra intends to list securities on the New York Stock Exchange under the symbol “TFG”. The size of the proposed offering and price range for the proposed offering have not yet been determined. Tiptree expects to maintain majority ownership of Fortegra and believes a Fortegra IPO will create a platform to serve the future capital needs of the business.

Goldman Sachs & Co. LLC, J.P. Morgan and Jefferies are acting as joint lead bookrunning managers for the proposed offering. Barclays is acting as joint bookrunning manager for the proposed offering.

The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the offering may be obtained, when available, from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC

Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-866-803-9204 or by email at prospectus-eq_fi@jpmorganchase.com; and Jefferies LLC at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com.

The Registration Statement related to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. The IPO is expected to take place after the SEC completes its review process, subject to market and other conditions.

This press release is being made pursuant to, and in accordance with, Rule 134 under the Securities Act of 1933, as amended (the “Securities Act”), and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995 which involve risks, uncertainties and contingencies, many of which are beyond Tiptree’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 “proposed” and “expect” or similar expressions are intended to identify forward-

looking statements. Such forward-looking statements include, but are not limited to, statements relating to the proposed IPO, including the size of such offering, the plan to list on the New York Stock Exchange, the expected timing of such IPO and the expected use of proceeds from such IPO. 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 uncertainties related to market conditions and the SEC’s review process, and other factors relating to Fortegra’s business described in the section entitled “Risk Factors” in the Registration Statement and in Tiptree’s Annual Report on Form 10-K, and as described in Tiptree’s other filings with the SEC. 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.

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 the insurance, asset management, specialty finance, real estate and shipping 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.

About Fortegra

Founded in 1978, Fortegra is a growing, highly profitable and multinational specialty insurance

company focused on underwriting complex and niche risks in underserved markets. Fortegra has

and seeks to maintain a strong and conservative balance sheet, supported by its comprehensive

risk management program and reflected by its financial strength ratings of “A-” (Excellent)

(Outlook Stable) from A.M. Best.

XML

Cover Page	Nov. 08, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 08, 2023
Entity Registrant Name	TIPTREE INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-33549
Entity Tax Identification Number	38-3754322
Entity Address, Address Line One	660 Steamboat Road
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06830
City Area Code	212
Local Phone Number	446-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Listing, Par Value Per Share	Common Stock, par value $0.001 per share
Trading Symbol	TIPT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001393726
Amendment Flag	false