Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2026
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: 001-33549
Tiptree Inc.
(Exact name of Registrant as specified in its charter)
Maryland
38-3754322
(State or other jurisdiction of incorporation or organization)
(I.R.S. 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
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: (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. Yes ☒ No ☐
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). Yes ☒ No ☐
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
Accelerated filer
Non-accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
As of October 23, 2026, there were 36,425,296 shares, par value $0.001, of the registrant’s common stock outstanding.
Quarterly Report on Form 10-Q
September 30, 2026
ITEM
Page Number
PART I. Financial Information
F-1
Item 1. Financial Statements (Unaudited)
F-3
Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025
F-4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2026 and 2025
F-5
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the periods ended September 30, 2026 and 2025
F-6
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025
F-8
Notes to Condensed Consolidated Financial Statements
F-9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3. Quantitative and Qualitative Disclosures About Market Risk
27
Item 4. Controls and Procedures
28
PART II. Other Information
29
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
30
Item 6. Exhibits, Financial Statement Schedules
Signatures
31
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, 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. The Company believes the data from third-party sources to be reliable based upon 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:
“Common Stock” or “Common Shares” means Tiptree’s common stock $0.001 par value per share.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“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.
“GAAP” means U.S. generally accepted accounting principles.
“NCI” means non-controlling interests.
“Reliance” means Reliance First Capital, 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 acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Sale Agreement) and Merger Sub merged with and into Fortegra, with Fortegra being the surviving corporation, and as a result of which Purchaser was 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.
F-2
TIPTREE INC. AND SUBSIDIARIES
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
37
38
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
752,399
Total liabilities and stockholders’ equity
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Operations (Unaudited)
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
2026
2025
Revenues:
Other revenue
3
485
Total revenues
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)
(3
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
Net income (loss) from discontinued operations per common share:
0.02
0.42
11.14
1.62
0.38
11.06
1.49
Net income (loss) per common share:
0.14
0.17
10.90
0.83
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
Dividends declared per common share
0.06
0.18
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in thousands)
Other comprehensive income (loss), net of tax:
Change in unrealized gains (losses) on available for sale securities
(2,642
10,749
5,131
25,803
Change in unrealized currency translation adjustments
(2,022
(5,918
13,051
Related (provision) benefit for income taxes
580
(3,534
6,054
(11,604
Other comprehensive income (loss), net of tax
(2,062
5,193
5,267
27,250
Comprehensive income (loss)
3,139
11,614
413,947
58,266
Less: comprehensive income (loss) attributable to non-controlling interests
1,326
(172
7,256
Comprehensive income (loss) attributable to common stockholders
10,288
414,119
51,010
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
Common stock
Non-controlling interests
Numberof shares
Parvalue
Additionalpaid-incapital
Accumulatedothercomprehensiveincome (loss)
Retainedearnings
TotalTiptree Inc.stockholders'equity
Fortegrapreferredinterests
Commoninterests
Totalstockholders'equity
Balance at December 31, 2025
37,824,472
Amortization of share-based incentive compensation
4,209
12,410
16,619
Vesting of share-based incentive compensation
58,465
(319
(476
(795
Shares repurchased
(1,005,176
(1
(17,252
(17,253
Non-controlling interest distributions
(5
Removal of non-controlling interest upon sale of subsidiary
(77,679
(194,468
(272,147
Common stock dividends declared
(6,770
5,439
Subsidiary preferred dividends declared
(2,609
Net income (loss)
411,289
16,537
427,826
Balance at September 30, 2026
36,877,761
Balance at June 30, 2026
37,266,005
386,557
5
520,524
907,123
1,392
2,829
52
(391,073
(6,933
(2,241
Balance at December 31, 2024
37,255,838
389,693
(27,750
95,718
457,698
121,394
656,771
9,637
3,021
12,658
564,282
1
(6,383
(6,382
3,015
(3,367
(6,789
19,994
(4,787
35,803
23,879
59,682
Balance at September 30, 2025
37,820,120
392,947
(7,756
119,945
505,174
158,565
741,418
Balance at June 30, 2025
37,496,977
395,637
(11,623
115,787
499,838
145,851
723,368
1,417
486
1,903
323,143
(4,107
(4,106
3,326
(780
(2,263
3,867
(1,613
8,034
7,576
15,610
F-7
Condensed Consolidated Statements of Cash Flows (Unaudited)
Operating Activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Net realized and unrealized (gains) losses
264
441
Non-cash compensation expense
4,360
9,859
Amortization/accretion of premiums and discounts
(2,252
(1,018
Depreciation and amortization expense
Non-cash lease expense
1,397
1,441
Deferred provision (benefit) for income taxes
(5,741
Amortization of deferred financing costs
Net income from discontinued operations
(417,645
(60,666
Changes in operating assets and liabilities:
(Increase) decrease in other assets
611
1,159
Increase (decrease) in other liabilities and lease obligations
(11,962
(2,824
Net cash provided by (used in) operating activities from continuing operations
(15,464
(25,250
Net cash provided by (used in) operating activities from discontinued operations
(131,763
148,616
Net cash provided by (used in) operating activities
(147,227
123,366
Investing Activities:
Purchases of investments
(878,289
(90,506
Proceeds from sales and maturities of investments
183,105
61,344
Net cash provided by (used in) investing activities from continuing operations
(695,184
(29,162
Net cash provided by (used in) investing activities from discontinued operations
697,667
(93,729
Net cash provided by (used in) investing activities
2,483
(122,891
Financing Activities:
Dividends paid
(6,788
Non-controlling interest (redemptions) contributions
Cash (paid) received in connection with vested or exercised stock awards
(502
(6,587
Payment of debt issuance costs
(50
(2,285
Proceeds from borrowings and mortgage notes payable
74,250
Principal paydowns of borrowings and mortgage notes payable
(74,249
(563
Repurchases of common stock and other changes in additional paid-in capital
(17,092
Net cash provided by (used in) financing activities from continuing operations
(98,668
58,027
Net cash provided by (used in) financing activities from discontinued operations
42,160
24
Net cash provided by (used in) financing activities
(56,508
58,051
Effect of exchange rate changes on cash
2,193
4,770
Net increase (decrease) in cash, cash equivalents and restricted cash
(199,059
63,296
Cash, cash equivalents and restricted cash – beginning of period
19,437
Cash, cash equivalents and restricted cash – beginning of period - held for sale
366,587
396,827
Cash, cash equivalents and restricted cash – end of period
479,560
Less: Reclassification of cash to held for sale
456,789
22,771
Reconciliation of cash, cash equivalents and restricted cash (1)
322,169
Restricted cash
75,202
Total cash, cash equivalents and restricted cash shown in the statements of cash flows
397,371
(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 Stock 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 and nine months ended September 30, 2026, the Chief Operating Decision Maker (“CODM”) was the Chief Executive Officer of the Company. For the three and nine months ended September 30, 2025, the CODM was the Executive Committee of the Company. The CODM primarily uses income before taxes, as reported on the Condensed Consolidated Statements of Operations, to allocate resources and assess performance. In addition, management's measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Significant segment expenses can be seen on the Condensed Consolidated Statements of Operations. The Company’s previous insurance and mortgage segments have been sold, and the Company now operates under one operating and reportable segment.
On May 1, 2026, Tiptree completed the Reliance Transaction to Carrington Mortgage Services, LLC, as the buyer. Pursuant to the Agreement, Carrington acquired all 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) 93.50%; less (b) Transaction Expenses (as defined in the Reliance Purchase Agreement); less (c) Unpaid Taxes (as defined in the Reliance Purchase Agreement) (the “Reliance Transaction”). At the closing of the Reliance Transaction, the Reliance Buyer paid to the Reliance Sellers the Estimated Cash Payment (as defined in the Reliance Purchase Agreement), less an amount equal to the Purchase Price Adjustment Holdback Amount (as defined in the Reliance Purchase Agreement).
On May 29, 2026, Tiptree completed the 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. Pursuant to the Sale Agreement, Purchaser acquired Fortegra for a purchase price of $1,650,000 in cash (subject to certain adjustments set forth in the Sale Agreement) and Merger Sub merged with and into Fortegra, with Fortegra being the surviving corporation (the “Sale”), and as a result of which Purchaser is the sole stockholder of Fortegra.
(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 and nine months ended September 30, 2026 and 2025 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
Accounting Standard Update
Description
Adoption Date
Impact on Financial Statements
2025-05, Financial
Instruments — Credit Losses (Topic 326)
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.
January 1, 2026
The amendments do not have a material impact to the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements, Not Yet Adopted
Accounting
Standard Update
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.
2025-11, 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.
(3) Dispositions and Discontinued Operations
Dispositions
On May 1, 2026, the Company completed the sale of Reliance, its mortgage segment, pursuant to the Purchase Agreement entered on October 31, 2025. The total consideration received for the sale of Reliance consisted of cash proceeds of $49,667, subject to customary post-closing adjustments. The disposal group incurred cumulative impairment losses of $9,052 upon its initial classification as held for sale and as a discontinued operation in 2025 which was inclusive of a goodwill and intangible impairment of $1,708. During the nine months ended September 30, 2026, the Company recognized a favorable adjustment of $466 on sale in discontinued operations related to subsequent changes in estimated fair value less costs to sell, resulting in a cumulative pretax loss of $8,586.
On May 29, 2026, the Company completed the sale of Fortegra, its insurance segment, pursuant to the Sale Agreement entered on September 26, 2025. The total consideration received for the sale of Fortegra consisted of cash proceeds of $1,650,000, less transaction expenses of $25,023 in which the Company received consideration of $1,121,743. The Company recognized an after-tax gain on sale of $372,833, which is included in net income from discontinued operations for the nine months ended September 30, 2026.
F-10
($ in thousands)
Consideration
1,650,000
Less: transaction expenses
25,023
Net consideration
1,624,977
Tiptree diluted ownership of Fortegra
69.0
%
Fair value of consideration received
1,121,743
Less: Basis in Fortegra
636,439
Gain subject to tax
485,304
Less: Tax on gain
112,471
Gain on disposal
372,833
Prior to their sale, the assets and liabilities of Fortegra and Reliance were classified as held for sale as of December 31, 2025. Upon completion of the sales in the three months ended June 30, 2026, the Company transferred control of the respective subsidiaries to the buyers and derecognized the related assets and liabilities from the Company’s condensed consolidated balance sheet.
Discontinued Operations
In connection with the sale of Fortegra and Reliance, the results of operations for these businesses are presented as discontinued operations in the condensed consolidated statements of operations for all periods presented. The results of discontinued operations include the operating results of Fortegra and Reliance through their respective disposal dates in the three months ended June 30, 2026, and the gain (loss) recognized upon disposition.
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:
Earned premiums, net
383,881
627,130
1,129,259
Service and administrative fees
95,821
138,339
289,966
Ceding commissions
3,483
5,159
10,658
Net investment income
7,397
22,254
29,631
24,761
15,893
33,310
7,273
11,231
23,390
522,616
820,006
1,516,214
Policy and contract benefits
217,330
332,834
653,115
Commissions expense
144,919
231,801
437,005
41,736
76,541
115,882
Interest expense (1)
10,344
16,153
30,872
Depreciation and amortization expenses (2)
4,824
13,758
Other expenses (2)
54,015
59,127
114,335
473,168
716,456
1,364,967
49,448
103,550
151,247
Gain (loss) on sale of discontinued operations
760
Income (loss) before taxes (including sale)
588,854
Less: provision (benefit) for income taxes (3)
167
24,222
152,396
61,862
Net income (loss) from discontinued operations
593
25,226
436,458
89,385
Less: net income (loss) attributable to non-controlling interests
9,189
19,146
28,666
Net income (loss) from discontinued operations after non-controlling interests
16,037
417,312
60,719
F-11
The following table presents a summary of cash flows related to discontinued operations included in the condensed consolidated statements of cash flows for the following periods:
Net cash provided by (used in):
Operating activities
(117,173
157,054
Investing activities
666,451
(92,956
Financing Activities
28,911
(9,938
Net cash flows provided by (used in) discontinued operations
580,382
58,930
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:
9,843
13,026
29,485
6,327
8,417
18,096
16,170
21,443
47,581
9,922
12,449
29,065
Interest expense
346
518
1,040
Depreciation and amortization expenses (1)
70
223
Impairment expense (2)
(486
Other expenses (1)
5,630
8,051
17,023
15,968
20,532
47,351
202
911
230
(20
891
314
558
283
(15
(112
333
(53
(14,590
(8,438
31,216
(773
13,249
9,962
29,875
751
F-12
(4) Marketable Securities and Corporate 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, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The hierarchy prioritizes the inputs used in measuring fair value into three levels and classifies measurements based on the lowest level input that is 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 the 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, Corporate 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 September 30, 2026
Quoted
Other
prices
significant
Significant
in active
observable
unobservable
markets
inputs
Level 1
Level 2
Level 3
Fair value
Available for sale securities, at fair value:
U.S. Treasury securities
588,974
Certificates of deposit
581
Total available for sale securities, at fair value
711,111
711,692
Total marketable securities and corporate securities
F-13
As of December 31, 2025
16,491
17,072
Equity securities, at fair value
4,629
Total marketable securities
5,210
The following tables present the Company’s investments in AFS securities included within marketable securities and corporate securities on the condensed consolidated balance sheets. The Company holds cash equivalents that are managed as part of its investment portfolio and, due to the short-term maturities of these assets, the carrying value of these investments approximates fair value. The Company held cash equivalents of $170,387 and $22,919 at September 30, 2026 and December 31, 2025, respectively.
Amortized
Allowance for
Net carrying
Gross
Cost
credit losses
amount
unrealized gains
unrealized losses
588,785
189
124,953
(2,816
Total
714,319
16,158
16,739
Allowance for Credit Losses and Unrealized Losses on Fixed Income Securities
A reversible allowance for credit losses is recognized on available-for-sale fixed income securities, if applicable. Several criteria are reviewed to determine if securities in the fixed income portfolio should be included in the allowance for expected credit loss evaluation, including: Changes in technology that may impair the earnings potential of the investment; the discontinuance of a segment of business that may affect future earnings potential; reduction of or non-payment of interest and/or principal; specific concerns related to the issuer’s industry or geographic area of operation; significant or recurring operating losses, poor cash flows and/or deteriorating liquidity ratios and downgrades in credit quality by a major rating agency.
If changes in interest rates and credit spreads do not reasonably explain the unrealized loss for an available-for-sale security, or if any of the criteria above indicate a potential credit loss, the security is subjected to a discounted cash flow analysis. Inputs into the discounted cash flow analysis include prepayment assumptions for structured securities, default rates and recoverability rates based on credit rating. The allowance for any security is limited to the amount that the security’s fair value is below amortized cost. Management evaluated the AFS debt securities in unrealized loss positions and determined that the unrealized losses were primarily attributable to changes in market interest rates and other non-credit factors. The Company does not intend to sell the securities and it is not more likely than not that it will be required to sell the securities before recovery of their amortized cost basis. As of September 30, 2026, there were no securities that resulted in an allowance for credit losses.
Accrued interest receivable on AFS securities of $5,450 and $11 as of September 30, 2026 and December 31, 2025, respectively, is excluded from the amortized cost basis and fair value of AFS securities presented above and is reported within other current assets on
F-14
the condensed consolidated balance sheets. No allowance for credit losses were allocated for accrued interest receivables or reversed or written off during the periods presented.
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.
December 31, 2025
Amortized cost
Due in one year or less
589,366
Due after one year through five years
The following table presents the gross unrealized losses on available for sale securities by the length of time that individual securities have been in a continuous unrealized loss position as of September 30, 2026. Comparative information has been omitted as no available for sale securities were in a continuous unrealized loss position as of December 31, 2025:
Less than or equal to one year
More than one year
Gross unrealized loss
# of Securities (1)
21
The following table presents additional information on the Company’s AFS securities included within marketable securities and corporate securities:
Purchases of AFS securities
721,095
878,289
88,009
Proceeds from maturities, calls and prepayments of AFS securities
162,236
45,000
178,736
55,350
Gross proceeds from sales of AFS securities
4,944
During the three and nine months ended September 30, 2026, the Company recognized a realized loss of $3 related to the sale of an AFS U.S. Treasury security classified within cash and cash equivalents. The Company did not recognize any other realized gains or losses from sales or redemptions of AFS securities during the periods presented.
The cost of securities sold is determined using the specific identification method. Realized gains and losses on sales or redemptions of available for sale securities, when recognized, are recorded in net realized and unrealized gains (losses) in the condensed consolidated statements of operations.
F-15
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:
Net realized gains (losses)
Net realized gains (losses) on equity securities
(3,095
Net realized gains other
50
Total net realized gains (losses)
(3,098
Net unrealized gains (losses)
Net unrealized gains (losses) on equity securities held at period end
274
(942
Reclass of unrealized (gains) losses from prior periods for equity securities sold
2,834
451
Total net unrealized gains (losses)
(491
Total net realized and unrealized gains (losses)
(5) Debt, net
Tiptree Credit Agreement
Tiptree Holdings, a subsidiary of Tiptree Inc., had a $75,000 senior secured credit facility due February 7, 2028, bearing interest at a rate of SOFR plus 5.25% with quarterly principal amortization. Pursuant to the terms of the Credit Facility, the outstanding balance was required to be repaid from the proceeds of the sale of Fortegra. On May 29, 2026, in connection with the closing of the Fortegra transaction, the Company repaid the outstanding balance in full. In accordance with ASC 205-20, interest expense and amortization of debt issuance costs related to the Credit Facility were classified within discontinued operations. Interest expense included in discontinued operations related to the Credit Facility was $0 and $2,083 for the three months ended September 30, 2026 and 2025, respectively, and $2,951 and $5,319 for the nine months ended September 30, 2026 and 2025, respectively. Debt obligations associated with the discontinued businesses that were not repaid by the Company were assumed by the respective buyers upon closing as part of the sale transactions.
(6) Other Current Liabilities
The following table presents the components of other current liabilities as reported in the condensed consolidated balance sheets:
Accrued compensation and benefits
10,079
19,120
4,739
1,844
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:
Rent expense for office leases
469
474
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 $1,842 annually from July 2023 through August 2029.
(8) Stockholders' Equity
F-16
Stock Repurchases
During the nine months ended September 30, 2026, 1,005,176 shares were repurchased at a weighted average price per share of $17.00. On July 28, 2026, the Board of Directors authorized an increase in the capacity of the share repurchase program to $20,000. As of September 30, 2026, $13,736 remained available under the authorization. On October 27, 2026, the Board of Directors of Tiptree authorized Tiptree’s Executive Committee to repurchase up to $20,000 of its outstanding common stock in the aggregate from time to time.
Dividends
The Company declared cash dividends per share for the following periods presented below:
Dividends per share for the
First quarter
Second quarter
Third quarter
Total cash dividends declared
The following table presents the components of non-controlling interests as reported in the condensed consolidated balance sheets:
Fortegra common 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.
(32,266
(2,529
(34,795
7,045
Other comprehensive income (losses) before reclassifications
13,795
26,846
(7,256
19,590
Amounts reclassified from AOCI
404
OCI
14,199
(18,067
10,522
(7,545
(211
(13,242
5,918
(7,324
(2,060
13,245
7,327
172
7,499
11,185
The following table presents the reclassification adjustments out of AOCI included in net income and the impacted line items on the condensed consolidated statement of operations for the following periods:
F-17
Affected line item in consolidated statements
Components of AOCI
of operations
Unrealized gains (losses) on available for sale securities related to discontinued operations
65
(7,767
(523
Release of cumulative translation adjustment
Removal of noncontrolling interest upon disposal of subsidiary
Related tax (expense) benefit
(5,475
119
Provision for income tax
Net of tax
(7,499
(404
(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
460,942
RSU, stock and option awards granted
(57,535
Forfeited
4,447
Amendment to plan
4,000,000
Available for issuance as of September 30, 2026
4,407,854
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 60,813 and 151,778 shares of the Company’s common stock, respectively, as part of their compensation for 2024 performance.
The following table presents changes to the issuances of RSUs under the 2017 Omnibus Incentive Equity Plan for the periods indicated:
Number ofshares issuable
Weighted averagegrant datefair value
Unvested units as of December 31, 2025
218,018
18.64
Granted
57,535
16.77
Vested
(86,906
16.80
Unvested units as of September 30, 2026 (1)
188,647
18.92
The following tables present the detail of the granted and vested RSUs and stock awards for the periods indicated:
Nine Months Ended September 30,
Directors
9,976
9,615
Employees
47,559
282,813
76,930
352,479
Total Granted
292,428
Total Vested
86,906
362,094
Taxes
(29,445
(117,764
Net Vested
57,461
244,330
F-18
Tiptree Senior Management Incentive Plan
On August 4, 2021, a total of 3,500,000 Performance Restricted Stock Units (PRSUs) were awarded to members of the Company’s senior management. An additional 350,000 PRSUs were awarded on October 14, 2022. The PRSUs have a 10-year term and are subject to the recipient’s continuous service and a market requirement. A portion of the PRSUs will generally vest upon the achievement of each of five Tiptree share price target milestones ranging from $15 to $60, adjusted for dividends paid, within five pre-established determination periods (subject to a catch-up vesting mechanism) occurring on the second, fourth, sixth, eighth and tenth anniversaries of the grant date. In November 2021 and October 2024, the first and second tranches of the PRSUs vested, resulting in a net issuance of 215,583 and 462,766 shares, respectively, of Tiptree common stock.
On January 1, 2024, Tiptree granted 1,420,833 PRSUs to members of the Company’s senior management. The PRSUs will generally vest upon achievement of a $70 Tiptree share price target (adjusted for dividends paid) prior to the tenth anniversary of the date of grant, subject to the Grantee’s continued employment with Tiptree.
As of September 30, 2026, 4,520,833 PRSUs were unvested. The following table illustrates the aggregate number of PRSUs that will vest upon the achievement of each Tiptree share price target. Such price targets are adjusted down for cumulative dividends paid by the Company since grant (e.g., the next share-price target is $28.65 as adjusted for cumulative dividends paid to date).
Original Tiptree Share Price Target
Number of PRSUs that Vest
775,000
45
1,033,333
60
1,291,667
1,420,833
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 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 10 years. The valuation was done under a risk-neutral framework using the 10-year zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve on the reporting date. The quarterly dividend rates in effect as of the reporting date are used to calculate a spot dividend yield for use in the model.
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
38.75
39.23
39.10
Risk-free rate
3.04
3.95
3.80
Dividend yield
1.45
1.44
1.05
Cost of equity
11.72
14.19
13.65
Expected term (years)
6.0
5.9
5.5
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 the Company’s common stock on the date of grant. The option awards have a 10-year term and are subject to the recipient’s continuous service, a market requirement, and vest one-third on each of the three, four, and five-year anniversaries of the grant date. As of September 30, 2026, the market requirement for all outstanding options has been achieved. There were no stock option awards granted from 2021 to September 30, 2026.
The following table presents the Company’s stock option activity for the current period:
Optionsoutstanding
Weighted averageexercise price(in dollars perstock option)
Weightedaverage grantdate value (indollars perstock option)
Optionsexercisable
Balance, December 31, 2025
907,237
6.62
1.82
Balance, September 30, 2026
901,786
Weighted average remaining contractual term at September 30, 2026 (in years)
2.6
F-19
The Tiptree Board has determined that the Sale Agreement 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:
Director compensation
4
75
151
222
Income tax benefit
(9
(34
(119
(166
Net stock based compensation expense
1,387
1,458
4,241
9,693
Additional information on total non-vested stock based compensation is as follows:
Restricted stockawards and RSUs
Performance RestrictedStock Units
Unrecognized compensation cost related to non-vested awards
1,013
2,695
Weighted average recognition period (in years)
0.9
0.7
(11) Income Taxes
The following table presents the Company’s provision (benefit) for income taxes reflected as a component of income (loss):
Total income tax expense (benefit)
Effective tax rate (ETR)
8.7
(1)
16.4
(7.2
)%
15.6
Tiptree sold its insurance and mortgage subsidiaries during the three months ended June 30, 2026. It had previously recorded deferred taxes on the outside basis on those investments which represented the tax that would be due, before consideration of loss carryforwards, when Tiptree sold its shares in these subsidiaries at their carrying values on Tiptree’s condensed consolidated balance sheet. The balance just prior to the sales was $130,022, an increase of $12,148 from the year ended December 31, 2025, of which $1,813 of benefit was recorded in OCI, and $13,961 of expense was recorded as a provision for income taxes in discontinued operations. As of June 30, 2026, the deferred tax liability relating to these investments has been brought to zero and a current tax payable of $204,760 has been established through the provision for income taxes in discontinued operations.
During the three months ended September 30, 2026, the Company made an estimated tax payment of $185,005.
(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 for employees 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.
F-20
The following table presents a reconciliation of basic and diluted net income per common share for the following periods:
Less:
Net income allocated to participating securities
16
Net income (loss) from continuing operations attributable to Tiptree Inc. common shares - basic
4,607
Effect of Dilutive Securities:
Net income (loss) from discontinued operations attributable to Tiptree Inc. common shares - basic
Securities of subsidiaries
(1,548
(2,873
(4,766
Net income (loss) from discontinued operations attributable to Tiptree Inc. common shares - diluted
14,377
414,772
55,900
Net income (loss) attributable to Tiptree Inc. common shares - diluted
5,185
4,873
405,807
26,250
Weighted average number of shares of common stock outstanding - basic
Weighted average number of incremental shares of common stock issuable from exchangeable interests and contingent considerations
568,627
Weighted average number of shares of common stock outstanding - diluted
Basic:
Basic Net income (loss) attributable to Tiptree Inc. common shares
Diluted:
Diluted Net income (loss) attributable to Tiptree Inc. common shares
(13) Related Party Transactions
The Company has an equity method investment in Tiptree Advisors, a related party deemed to be controlled by Michael Barnes, the Company’s Chairman and Chief Executive Officer. Through July 31, 2026, Tiptree Advisors managed investment portfolio accounts of Fortegra and certain of its subsidiaries under an investment advisory agreement (the “IAA”). Tiptree Advisors recognized management and incentive fees of $7,540 and $12,063 for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, the Company’s percentage of profits interest in Tiptree Advisors was 52.0%. 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 nine months ended September 30, 2026 and 2025 were not material.
(14) Subsequent Events
On October 27, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.06 per share to holders of common stock with a record date of November 16, 2026, and a payment date of November 23, 2026.
F-21
Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in this section as follows:
OVERVIEW
On May 1, 2026, the Company completed the Reliance Transaction, its mortgage segment, to Carrington Mortgage Services, LLC. Total consideration from the transaction consisted of cash proceeds of $49.7 million, subject to customary post-closing adjustments. The disposal group incurred cumulative impairment losses of $9.1 million upon its initial classification as held for sale and as a discontinued operation in 2025 which was inclusive of a goodwill and intangible impairment of $1.7 million. During the nine months ended September 30, 2026, the Company recognized a favorable adjustment of $0.5 million in discontinued operations related to subsequent changes in estimated fair value less costs to sell, resulting in a cumulative pretax loss of $8.6 million.
On May 29, 2026, the Company completed the sale of Fortegra, its insurance segment, pursuant to the Sale Agreement entered on September 26, 2025. The total consideration received for the sale of Fortegra consisted of cash proceeds of $1.65 billion, less transaction expenses of $25.0 million in which the Company received consideration of $1.12 billion. The Company recognized an after-tax gain on the sale of $372.8 million, which is included in net income from discontinued operations for the nine months ended September 30, 2026.
Prior to the sales, the assets and liabilities of Fortegra and Reliance were classified as held for sale as of December 31, 2025. Upon completion of the transactions in the three months ended June 30, 2026, the Company transferred control of the respective subsidiaries to the buyers and derecognized the related assets and liabilities from its condensed consolidated balance sheet.
On July 28, 2026, the Company entered into a definitive agreement to acquire Universal Shield Insurance Group ("USIG"), a specialty property and casualty insurer operating in both admitted and excess and surplus markets, for cash consideration of $100.0 million, subject to certain closing adjustments. The transaction remains subject to regulatory approvals and customary closing conditions and is expected to close in the first quarter of 2027. The Company continues to work with USIG and regulators to satisfy the conditions necessary to complete the transaction.
RESULTS OF OPERATIONS
The following is a summary of Tiptree’s consolidated financial results for the three and nine months ended September 30, 2026 and 2025. In addition to GAAP results, management uses the Non-GAAP measure book value per share as a 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 has reclassified income and expenses attributable to Fortegra and Reliance to net income (loss) from discontinued operations for the three and nine months ended September 30, 2026 and 2025.
Summary of Consolidated Results
Non-GAAP: (2)
Book value per share
24.47
13.36
Revenues
No operating revenue was generated from continuing operations during the three and nine months ended September 30, 2026, compared to $3.0 thousand and $0.5 million, respectively, in the prior year periods, due to lower other revenue. Interest income from the Company’s cash and cash equivalents and marketable securities was recorded in other 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, and other expenses.
For the three months ended September 30, 2026, expenses were $6.0 million, which decreased $6.9 million, or 53.5%, compared to the prior year. For the nine months ended September 30, 2026, expenses were $24.0 million, which decreased $13.8 million, or 36.4%, compared to the prior year. For the three and nine months ended September 30, 2026, employee compensation and benefits were $3.9 million and $17.1 million, compared to $10.4 million and $26.8 million, in the respective prior year periods. The declines were 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.
23
For the nine months ended September 30, 2026 and 2025, incentive compensation expense included $4.4 million and $9.9 million of stock based compensation, respectively. Other expenses were $1.8 million and $5.8 million for the three and nine months ended September 30, 2026, respectively, compared to $2.1 million and $10.0 million for the corresponding periods in 2025, primarily driven by declines in professional fees.
Non Operating Income
Net realized and unrealized losses were immaterial for the three months ended September 30, 2026, compared to the gains of $0.3 million in the prior year, reflecting changes in the fair value of certain equity and other investments carried at fair value. Other income was $11.1 million for the three months ended September 30, 2026, compared to $1.2 million in the prior year, primarily driven by higher interest income earned on U.S. Treasury and corporate securities.
Net realized and unrealized losses were $0.3 million for the nine months ended September 30, 2026, compared to the losses of $0.4 million in the prior year, reflecting changes in the fair value of certain equity and other investments carried at fair value. Other income was $15.9 million for the nine months ended September 30, 2026, compared to $2.6 million in the prior year, primarily driven by higher interest income earned on U.S. Treasury and corporate securities.
Income before taxes
The Company reported pretax income of $5.1 million and a pretax loss of $8.4 million for the three and nine months ended September 30, 2026, respectively, compared with pretax losses of $11.4 million and $35.1 million, in the corresponding prior year periods. The improvement in both periods was driven by higher other income and lower operating expenses.
Net Income (Loss) from continuing operations
The Company reported net income from continuing operations of $4.6 million for the three months ended September 30, 2026, compared to a net loss of $9.5 million in the prior-year period. For the nine months ended September 30, 2026, the net loss from continuing operations was $9.0 million, compared to a net loss of $29.7 million in the prior-year period. The improvement in both periods was driven by higher other income and lower operating expenses.
Net Income (Loss) from discontinued operations
For the three and nine months ended September 30, 2026, the Company reported a net income from discontinued operations of $0.6 million and $417.6 million, respectively, compared to net income of $15.9 million and $60.7 million, in the corresponding prior year periods. The decrease in the three-month period primarily reflects the absence of operating earnings from discontinued operations following the sales of Fortegra and Reliance in the three months ended June 30, 2026. The increase in the nine-month period was primarily attributable to the gain recognized on the sale of Fortegra.
Book Value per share - Non-GAAP
Total stockholders’ equity was $902.5 million as of September 30, 2026 compared to $741.4 million as of September 30, 2025, with the increase driven by comprehensive income over the past twelve months, including the gain on sale of Fortegra, partially offset by share repurchases, dividends and the removal of non-controlling interests related to Fortegra. In the nine months ended September 30, 2026, the Company returned $6.8 million to common stockholders through dividends paid and $17.1 million through share repurchases.
Book value per share as of September 30, 2026 was $24.47, an 83.2% increase from book value per share of $13.36 as of September 30, 2025, primarily driven by comprehensive income per share, including the gain recognized on the Fortegra transaction, partially offset by dividends paid of $0.24 per share, net changes in non-controlling interests and preferred dividends paid at Fortegra.
DISPOSITIONS AND DISCONTINUED OPERATIONS
In connection with the sale of Fortegra and Reliance, the results of operations for these businesses are presented as discontinued operations in the condensed consolidated statements of operations for all periods presented. The results of discontinued operations include the operating results of Fortegra and Reliance through their respective disposal dates in the nine months ended September 30, 2026 and the gain (loss) recognized upon disposition. See Note (3) Dispositions and Discontinued Operations for detailed financial information on each business sold. Following the completion of the sales in the three months ended June 30, 2026, the assets and liabilities associated with Fortegra and Reliance were derecognized and are no longer reflected on the Company’s condensed consolidated balance sheet as of September 30, 2026.
On May 29, 2026, the Company completed the sale of Fortegra, its insurance segment, pursuant to the Sale Agreement entered into on September 26, 2025. The total consideration received for the sale of Fortegra consisted of cash proceeds of $1.65 billion, less transaction expenses of $25.0 million. The Company received consideration of $1.12 billion for its percentage ownership of the business. The
Company recognized an after-tax gain on the sale of $372.8 million, which is included in net income from discontinued operations for the nine months ended September 30, 2026.
For the three months ended September 30, 2026, the Company recognized net income from discontinued operations related to Fortegra of $0.6 million, which reflected an after-tax adjustment increasing the gain on sale. Following the completion of the sale of Fortegra in May 2026, no revenues or pretax operating results from Fortegra were recognized during the period. For the three months ended September 30, 2025, revenues from Fortegra were $522.6 million. The Company reported income before taxes of $49.4 million and net income of $16.0 million from Fortegra in discontinued operations during the 2025 period.
For the nine months ended September 30, 2026, revenues from Fortegra were $820.0 million, reflecting five months of operating results prior to the sale of the business on May 29, 2026. For the nine months ended September 30, 2026, the Company reported net income of $417.3 million from Fortegra in discontinued operations during the period, including $372.8 million net gain on sale. For the nine months ended September 30, 2025, revenues from Fortegra were $1,516.2 million. The Company reported income before taxes of $151.2 million and net income of $60.7 million from Fortegra in discontinued operations during the 2025 period.
The Company reported a net loss from discontinued operations related to Reliance of $15.0 thousand for the period. Following the completion of the Reliance sale in May 2026, no revenues or pretax operating results from Reliance were recognized during the quarter. For the three months ended September 30, 2025, revenues from Reliance were $16.2 million and a net loss of $0.1 million in discontinued operations.
For the nine months ended September 30, 2026, revenues from Reliance were $21.4 million, reflecting four months of operating results prior to the sale of the business on May 1, 2026. The Company reported net income of $0.3 million from Reliance in discontinued operations during the period. For the nine months ended September 30, 2025, revenues from Reliance were $47.6 million and a net loss of $0.1 million in discontinued operations.
Provision for Income Taxes
Income tax expense of $0.4 million and income tax benefit of $1.9 million from continuing operations for the three months ended September 30, 2026 and 2025, respectively, was reflected as components of net income (loss) from continuing operations. For the three months ended September 30, 2026 and 2025, the Company’s effective tax rate related to pretax income from continuing operations was equal to 8.7% and 16.4%, respectively, both of which were lower than the U.S. statutory income tax rate of 21.0%, primarily due to the impacts of nontaxable and nondeductible items.
Income tax expense of $0.6 million and income tax benefit of $5.5 million from continuing operations for the nine months ended September 30, 2026 and 2025, respectively, was reflected as components of net income (loss) from continuing operations. For the nine months ended September 30, 2026 and 2025, the Company’s effective tax rate related to pretax income from continuing operations was equal to (7.2)% and 15.6%, respectively, both of which were lower than the U.S. statutory income tax rate of 21.0%, primarily due to the impacts of nontaxable and nondeductible items.
Tiptree sold its insurance and mortgage subsidiaries during the three months ended June 30, 2026. It had previously recorded deferred taxes on the outside basis in those investments which represented the tax that would be due, before consideration of loss carryforwards, when Tiptree sold its shares in these subsidiaries at their carrying values on Tiptree’s condensed consolidated balance sheet. The balance just prior to the sales was $130.0 million, an increase of $12.2 million from the year ended December 31, 2025, of which $1.8 million of benefit was recorded in OCI, and $14.0 million of expense was recorded as a provision for income taxes in discontinued operations. As of June 30, 2026, the deferred tax liability relating to these investments has been brought to zero and a current tax payable of $204.8 million has been established through the provision for income taxes in discontinued operations.
During the three months ended September 30, 2026, the Company made an estimated tax payment of $185.0 million.
Balance Sheet Information
Tiptree’s total assets were $944.8 million as of September 30, 2026, compared to $6.84 billion as of December 31, 2025. The decrease was primarily driven by the derecognition of the assets previously classified as held for sale in connection with the completed sales of Fortegra and Reliance during the three months ended June 30, 2026.
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Total stockholders’ equity was $902.5 million as of September 30, 2026, compared to $752.4 million as of December 31, 2025, with the increase primarily driven by comprehensive income over the past nine months, including the gain on sale of Fortegra, partially offset by dividends paid, share repurchases and reduction in non-controlling interest associated with the sale of Fortegra. As of September 30, 2026, there were 36,877,761 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
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 September 30,
Less: Non-controlling interests
-
236,244
Total stockholders’ equity, net of non-controlling interests
Total common shares outstanding
36,878
37,820
LIQUIDITY AND CAPITAL RESOURCES
The Company’s principal sources of liquidity are unrestricted cash, cash equivalents and other liquid investments, including income generated from the Company’s investment portfolio and proceeds from the sale of investments and other assets. The Company’s cash resources are intended to fund corporate operations, pursue capital allocation opportunities and return capital to shareholders, as appropriate. Management 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. Tiptree is a holding company, and the Company's liquidity needs are primarily for compensation, professional fees, office rent and insurance costs.
As of September 30, 2026, cash and cash equivalents were $198.3 million, and marketable and corporate securities of $711.7 million, for total cash and investments of $910.0 million, compared to cash and cash equivalents of $30.8 million and marketable securities of $21.7 million, for a total cash and investments of $52.5 million, as of December 31, 2025. The increase primarily reflects the net proceeds received from the completed sales of Fortegra and Reliance.
Management believes that cash and cash equivalents, marketable securities and corporate securities along with cash flow from operations will provide sufficient capital to continue to grow the business, cover capital expenditures and other general corporate needs over the next several years. As management continues to expand Tiptree’s business, including by any acquisitions the Company may make in the future, additional working capital for increased costs could be required. The Company expects to fund the acquisition of USIG with cash on hand and believes existing liquidity is sufficient to fund the approximately $100.0 million purchase price, subject to customary adjustments and transaction costs.
Consolidated Comparison of Cash Flows
Cash flows for the nine months ended September 30, 2026 were driven by the sales of Fortegra and Reliance, which closed in May 2026. Following the closings, continuing operations consisted primarily of holding company activities, including investing the net proceeds into U.S. Treasury and corporate securities.
The following table summarizes cash flows from continuing operations:
Cash and cash equivalents provided by (used in):
Financing activities
Net cash provided by (used in) continuing operations
(809,316
3,615
Change in cash, cash equivalents and restricted cash, discontinued operations
610,257
59,681
Total change in cash, cash equivalents and restricted cash
26
Refer to the Condensed Consolidated Statement of Cash Flow and Note (3) Dispositions and Discontinued Operations for additional details on cash flows related to discontinued operations.
Operating Activities from Continuing Operations
Cash used in operating activities from continuing operations was $15.5 million for the nine months ended September 30, 2026, compared to $25.3 million for the nine months ended September 30, 2025. Operating cash flows from continuing operations reflect holding company expenses, including compensation, professional fees and occupancy costs, partially offset by interest received on the Company’s investment portfolio. The decrease in cash used primarily reflects the reduction in corporate expenses and increased interest income earned on the investment portfolio following the dispositions.
Investing Activities from Continuing Operations
Cash used in investing activities from continuing operations was $695.2 million for the nine months ended September 30, 2026, compared to $29.2 million for the nine months ended September 30, 2025. The increase reflects the investment of net proceeds from the Fortegra and Reliance dispositions into U.S. Treasuries and corporate securities.
Financing Activities from Continuing Operations
Cash used in financing activities from continuing operations was $98.7 million for the nine months ended September 30, 2026. This consisted primarily of the $74.2 million repayment in full of holding company borrowings, $17.1 million of common stock repurchases and $6.8 million of common dividends. Cash provided by financing activities from continuing operations was $58.0 million for the nine months ended September 30, 2025. This primarily reflected $74.3 million of proceeds from the issuance of holding company debt, partially offset by $6.8 million of dividends, $6.6 million of cash paid in connection with vested or exercised stock awards and $2.3 million 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 discontinued operating activities was $131.8 million for the nine months ended September 30, 2026, compared to cash provided of $148.6 million for the nine months ended September 30, 2025. The Company paid $185.0 million of federal income taxes on the gain on the sale of Fortegra. The payment was partially offset by $67.8 million of cash provided by Fortegra’s operations prior to closing, while Reliance’s operations used $14.6 million of cash prior to closing.
Cash provided by discontinued investing activities was $697.7 million for the nine months ended September 30, 2026, compared to cash used of $93.7 million for the nine months ended September 30, 2025. The 2026 amount reflects net cash movement from the dispositions of $744.8 million, including net cash movement of $713.6 million from Fortegra and $31.2 million from Reliance.
Cash provided by discontinued financing activities was $42.2 million for the nine months ended September 30, 2026, compared to $24 thousand for the nine months ended September 30, 2025. The 2026 amount primarily reflects net borrowings of $33.3 million under Fortegra’s credit facilities and $13.2 million under Reliance’s warehouse facilities prior to closing. These were partially offset by $4.0 million of dividends paid to Fortegra’s preferred and common non-controlling interests and $0.4 million of cash paid in connection with Fortegra stock awards.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Company’s financial statements, which are in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the 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 Tiptree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recently Adopted and Issued Accounting Standards
For a discussion of recently issued accounting standards, see Note (2) Summary of Significant Accounting Policies, in the accompanying condensed consolidated financial statements.
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 described management’s Quantitative and Qualitative Disclosures About Market Risk. There were no material changes to the assumptions or risks during the nine months ended September 30, 2026.
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.
PART II. OTHER INFORMATION
The Company and its subsidiaries are parties to legal proceedings arising in the ordinary course of business. Although the outcome of such proceedings cannot be predicted with certainty, the Company does not believe that any such proceedings, individually or in the aggregate, will have a material adverse effect on its consolidated financial position.
For information regarding factors that could affect the Company’s results of operations and financial condition, see the risk factors discussed under Part I, Item 1A in Tiptree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Except as set forth below, there have been no material changes in those risk factors.
Following the Sale of Fortegra, we are relying on a temporary exclusion from registration under the Investment Company Act of 1940.
Following the Sale of Fortegra on May 29, 2026, we hold significant cash, cash equivalents and investments pending deployment of capital. As a result, we are currently relying on Rule 3a-2 under the Investment Company Act of 1940, which provides a temporary exclusion from investment company registration for issuers that temporarily hold investment securities while pursuing a business other than investing in securities.
Rule 3a-2 is available only for a limited period and requires us to satisfy the conditions of the rule within the applicable timeframe. If we are unable to deploy capital, complete acquisitions or other strategic transactions, or otherwise manage our assets in a manner that permits us to continue to qualify for an exclusion or exemption from registration under the Investment Company Act of 1940, we could be required to register as an investment company or take other actions that could adversely affect our business, financial condition and strategic objectives.
Registration under the Investment Company Act of 1940 would subject us to substantial regulatory requirements and restrictions regarding, among other things, our operations, capital structure, transactions with affiliates and investment activities, which could materially and adversely affect our business, financial condition and results of operations. We cannot assure investors that suitable acquisition or other capital deployment opportunities will be available on acceptable terms or within the period required to maintain our exclusion from investment company registration.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity for the three months ended September 30, 2026 was as follows:
Period
Purchaser
TotalNumber ofSharesPurchased
AveragePricePaid PerShare
Total Number of SharesPurchased as Part ofPubliclyAnnounced Plans orPrograms
Approximate Dollar Value($ in thousands) of Shares ThatMay Yet Be PurchasedUnder the Plans orPrograms (1)
July 1, 2026 to July 31, 2026
33,358
17.50
August 1, 2026 to August 31, 2026
100
September 1, 2026 to September 30, 2026
357,615
17.30
391,073
17.32
13,736
Not applicable.
The following documents are filed as a part of this Form 10-Q:
Index to Financial Statements (Unaudited):
Page
Exhibits
The Exhibits listed in the Index of Exhibits, which appears immediately following the signature page, are incorporated herein by reference and is filed as part of this Form 10-Q.
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, thereunto duly authorized.
Date:
October 28, 2026
By:/s/ Michael G. Barnes
Michael G. Barnes
Chairman and Chief Executive Officer
By:/s/ Scott McKinney
Scott McKinney
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No.
10.1
Stock Purchase Agreement, dated July 28, 2026, by and among Shield Holdings, LLC, UH Partners, LLC, certain individual sellers party thereto, the Sellers’ Representative (as defined therein) and Tiptree Inc. (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33549) filed on July 29, 2026 and herein incorporated by reference).
10.2
Assignment of Agreements effective August 14, 2026 by and among Tiptree Inc. and Tiptree Insurance Holdings LLC, of the Stock Purchase Agreement, by and among Shield Holdings, LLC, UH Partners, LLC, certain individual sellers party thereto, the Sellers’ Representative (as defined therein) and Tiptree Inc., dated July 28, 2026 (filed herewith).
31.1
Certification of Chairman and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1
Certification of Chairman and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
104
Cover Page Interactive Data File (embedded within the iXBRL document and included in Exhibit 101).
* 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 September 30, 2026 and December 31, 2025, (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2026 and 2025, (iv) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the periods ended September 30, 2026 and 2025, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 and (vi) the Notes to the Condensed Consolidated Financial Statements.
32