TIPTREE INC.
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 30, 2026
TIPT$17.53-0.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-31.
0001193125-25-259809
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0001393726-26-000026
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 213 previous paragraphs and 69 current paragraphs.
18 unchanged; 18 reworded; 33 added; 177 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 21 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (33)
Current report
RESULTS OF OPERATIONS
Current report
Summary of Consolidated Results
Current report
See Note (3) Dispositions, Assets Held for Sale & Discontinued Operations for further details.
Current report
See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.
Current report
Revenues
Current report
We did not generate operating revenues from continuing operations during the three months ended March 31, 2026, compared to $0.4 million in the prior year, driven by lower other revenue. Interest income from the Company’s cash and cash equivalents was recorded in other income within non-operating income.
Current report
For the three months ended March 31, 2026, expenses were $9.0 million, which decreased $4.0 million, or 30.6%, compared to the prior year. For the three months ended March 31, 2026, employee compensation and benefits were $6.8 million, compared to $9.3 million for the prior year, 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. Of the incentive compensation expense in 2026, $1.5 million was stock-based compensation expense, compared to $2.3 million in 2025. Other expenses were $1.9 million, compared to $3.3 million in the prior year, driven by declines in professional fees.
Current report
Non Operating Income
Current report
For the three months ended March 31, 2026, net realized and unrealized losses were $0.3 million, as compared to the gains of $0.7 million in the prior year, driven by the change in fair value of certain equity and other investments carried at fair value. For the three months ended March 31, 2026, other income was $1.0 million, as compared to $0.5 million in the prior year.
Current report
Income before taxes
Current report
For the three months ended March 31, 2026, the Company reported a pre-tax loss of $8.3 million, as compared to a loss of $11.3 million in the prior year, with the period over period change primarily driven by lower operating expenses.
Current report
Net Income (Loss) from continuing operations
Current report
For the three months ended March 31, 2026, the Company reported a net loss from continuing operations of $7.1 million, compared to a net loss of $9.7 million in the prior year, with the period over period change primarily driven by lower operating expenses.
Current report
Net Income (Loss) from discontinued operations
Current report
For the three months ended March 31, 2026, the Company reported a net income from discontinued operations of $21.4 million, compared to net income of $15.3 million in the prior year, driven by higher Fortegra earnings.
Current report
HELD FOR SALE AND DISCONTINUED OPERATIONS
Current report
During 2025, Tiptree entered into two sale transactions that have been classified as discontinued operations within its consolidated financial statements. See Note (3) Dispositions, Assets Held for Sale & Discontinued Operations for detailed financial information on each business sold.
Current report
On September 26, 2025, Tiptree entered into the Sale Agreement with Purchaser and Fortegra whereby Tiptree and Warburg will sell Fortegra to Purchaser for aggregate consideration of $1.65 billion in cash (subject to certain adjustments set forth in the Sale Agreement). As of March 31, 2026, Tiptree owns approximately 69.0% of Fortegra on a fully diluted basis. At the closing of the Sale, Purchaser will acquire complete common equity ownership of Fortegra and all of its subsidiaries. As a result of this agreement, and subsequent shareholder approval, Fortegra is now classified as held for sale and in discontinued operations on Tiptree’s financial statements as of March 31, 2026. The anticipated closing date, subject to customary regulatory approvals, is expected in mid-2026.
Current report
On October 31, 2025, Tiptree entered into the Reliance Purchase Agreement with Reliance Buyer and Reliance whereby Tiptree will sell Reliance to Reliance Buyer for aggregate consideration of 93.5% of Reliance’s tangible book value, or an estimated $50 million of gross proceeds as of March 31, 2026 (subject to certain adjustments set forth in the Reliance Purchase Agreement). As a result of this agreement, Reliance is now classified as held for sale and in discontinued operations on Tiptree’s financial statements as of March 31, 2026. The anticipated closing date, subject to customary regulatory approvals, is expected in the first half of 2026.
Current report
The revenues were $15.9 million for the three months ended March 31, 2026, compared to $15.2 million in 2025, an increase of 4.8%. Tiptree reported a net income of $0.9 million from Reliance in discontinued operations for the three months ended March 31, 2026, compared to a net loss of $0.1 million in 2025, driven by higher impairment expense.
Current report
Tiptree’s total assets were $7.0 billion as of March 31, 2026, compared to $6.8 billion as of December 31, 2025. Tiptree's assets from continuing operations were $52.7 million and $71.7 million as of March 31, 2026 and December 31, 2025, respectively, a decrease of $18.9 million, driven by sales of marketable securities. Assets held for sale were $6.9 billion and $6.8 billion as of March 31, 2026 and December 31, 2025, respectively, an increase of $146.5 million, primarily driven by growth in Fortegra.
Current report
As of March 31, 2026, Tiptree had approximately $146.1 million in gross capital and operating loss carryforwards, primarily driven by the sale of 14.05 million shares of Invesque in 2024 for $0.5 million of proceeds.
Current report
As of March 31, 2026, cash and cash equivalents were $33.4 million, compared to $30.8 million as of December 31, 2025, an increase of $2.6 million. In addition, the Company held marketable securities of $0.6 million as of March 31, 2026, compared to $21.7 million in December 31, 2025, with the decrease driven by the sale of equities and U.S. Treasury securities.
Current report
The following table summarizes cash flows from continuing operations.
Current report
Refer to the Consolidated Statement of Cash Flow and Note (3) Dispositions, Assets Held for Sale & Discontinued Operations for additional details on cash flows related to discontinued operations.
Current report
Operating Activities from Continuing Operations
Current report
Cash used in operating activities for continuing operations the three months ended March 31, 2026 and 2025 was $8.3 million and $12.3 million, respectively. This reflects the use of funds to support centralized management and ongoing corporate-level operating requirements.
Current report
Investing Activities from Continuing Operations
Current report
Financing Activities from Continuing Operations
Current report
Cash used in financing activities was $8.0 million for the three months ended March 31, 2026, primarily attributable to the repurchases of common stock, and payment of common dividends. Cash provided by financing activities was $67.1 million for the three months ended March 31, 2025, primarily attributable to proceeds from issuance of debt at the holding company, partially offset by the payment of dividends, cash paid in connection with vested or exercised stock awards, and payment of debt issuance costs.
Current report
Cash Flows from Discontinued Operations
Current report
Cash flows pertaining to discontinued operations are reported separately on the Condensed Consolidated Statements of Cash Flows.
Current report
Cash used in operating activities was $9.8 million, compared to cash used in operating activities of $21.0 million for the three months ended March 31, 2026 and 2025, respectively. The cash used in investing activities was $38.6 million, compared to cash used in investing activities of $6.2 million for the three months ended March 31, 2026 and 2025, respectively. The cash provided by financing activities was $24.0 million, for the three months ended March 31, 2026. The cash used in financing activities was $5.8 million for the three months ended March 31, 2025.
Removed paragraphs (177)
Previous report
Tiptree allocates capital to select small and middle market companies with the mission of building long-term value. Established in 2007, we have a significant track record investing in the insurance sector and across a variety of other industries, including mortgage, specialty finance and shipping. Our largest operating subsidiary, Fortegra, is a leading provider of specialty insurance products and related services. We also generate earnings from a diverse group of select investments that we refer to as Tiptree Capital, which includes our Mortgage segment and other, non-insurance businesses and assets. We evaluate performance primarily by the comparison of stockholders’ long-term total return on capital, as measured by growth in stock price plus dividends paid, in addition to Adjusted Net Income.
Previous report
Our year-to-date 2025 highlights include:
Previous report
Overall:
Previous report
Tiptree reported net income of $31.0 million for the nine months ended September 30, 2025, compared to $33.8 million in the prior year period, with the decrease driven by deal-related expenses, increase in the Fortegra Additional Warrant liability, and incremental interest expense on $74.4 million of outstanding borrowings at the holding company level, partially offset by growth in Fortegra’s underwriting and fee income, and investment gains on equities. Return on average equity was 8.6% for the nine months ended September 30, 2025 as compared to 10.3% for the nine months ended September 30, 2024.
Previous report
Adjusted net income of $79.2 million increased from $72.8 million in the nine months ended September 30, 2024, driven by growth in insurance operations. Adjusted return on average equity was 21.9%, as compared to 22.1% in 2024.
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Insurance:
Previous report
Gross written premiums and premium equivalents were $2.5 billion for the nine months ended September 30, 2025, an increase of $304.2 million, or 13.7%, from the prior year period as a result of growth in E&S insurance lines in the U.S. and Europe.
Previous report
Net written premiums were $1.2 billion for the nine months ended September 30, 2025, an increase of 10.2% from the nine months ended September 30, 2024, driven by growth in gross written premiums and stable premium retention levels.
Previous report
Total revenues were $1.5 billion, an increase of $26.5 million, or 1.8%, from the nine months ended September 30, 2024, driven by growth in earned premiums, net, net investment income, and net realized and unrealized gains, partially offset by decreases in service and administrative fees and other revenue.
Previous report
Combined ratio of 88.5%, an improvement of 1.7 percentage points, driven by improvement in the underwriting ratio, partially offset by an increased expense ratio as we continue to invest in U.S. and European E&S markets.
Previous report
Income before taxes of $160.4 million as compared to $135.3 million in the nine months ended September 30, 2024, with the increase driven by improved insurance operations and higher investment gains. Return on average equity was 22.2% in 2025 as compared to 25.1% in the nine months ended September 30, 2024.
Previous report
Adjusted net income (before NCI) was $135.2 million, an increase of $20.7 million, or 18.1%, from the nine months ended September 30, 2024. Adjusted return on average equity was 25.7%, as compared to 28.8% in the nine months ended September 30, 2024.
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Fortegra’s total stockholders’ equity was $776.2 million as of September 30, 2025, compared to $625.5 million as of December 31, 2024, an increase of 24.1%, driven by growth in retained earnings and a decrease in the accumulated other comprehensive loss position.
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Tiptree Capital:
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Mortgage income before taxes was $0.2 million for the nine months ended September 30, 2025, as compared to income of $1.2 million in the nine months ended September 30, 2024, with the decrease primarily driven by negative fair value adjustments in mortgage servicing rights, partially offset by higher loan servicing fees.
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Key Trends:
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Our results of operations are affected by a variety of factors including, but not limited to, general economic conditions and GDP growth, market liquidity and volatility, consumer confidence, U.S. demographics, employment and wage growth, business confidence and investment, inflation, interest rates and spreads, the impact of the regulatory environment, and the other factors set forth in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Generally, our businesses are positively affected by a healthy U.S. consumer, stable to gradually rising interest rates, stable markets and business conditions, and global growth and trade flows. Conversely, rising unemployment, volatile markets, rapidly rising interest rates, inflation, changing regulatory requirements, economic uncertainty arising from the imposition of tariffs, and slowing business conditions can have a material adverse effect on our results of operations or financial condition.
Previous report
Insurance results primarily depend on pricing, underwriting, risk retention and the accuracy of reserves, reinsurance arrangements, returns on invested assets, and policy and contract renewals and run-off. Factors affecting these items, including conditions in financial markets, the global economy and the markets in which we operate, fluctuations in exchange rates, interest rates and inflation, including the current period of inflationary pressures, may have a material adverse effect on our results of operations or financial condition. Fortegra designs, markets and underwrites specialty property and casualty insurance products for select target markets or niches. The business has historically generated significant fee-based revenues by incorporating value-add coverages and services. Underwriting risk is mitigated through a combination of reinsurance and sliding scale commission structures with agents, distribution partners and/or third-party reinsurers. To mitigate counterparty risk, Fortegra ensures its reinsurance receivables are placed with highly rated and appropriately capitalized counterparties or with our distribution partners’ captive insurance vehicles which are collateralized with highly liquid investments, cash or letters of credit. While Fortegra’s insurance operations have historically maintained a relatively stable combined ratio, initiatives to change the business mix along with these economic factors could generate different results than the business has historically experienced. In particular, inflation can have an impact on replacement costs associated with claims from our customers to the extent we are unable to pass the higher costs of claims through higher premiums. In addition, fluctuations of the U.S. dollar relative to other currencies, including the British pound and Euro, would have an impact on book value between periods.
Previous report
Fortegra’s investment portfolio includes fixed maturity securities, loans, credit investment funds, and equity securities. Many of those investments are held at fair value. From 2021 to 2024, the U.S. fixed income markets experienced a significant rise in interest rates. Rising interest rates have and could continue to impact the value of Fortegra’s fixed maturity securities, with any unrealized losses recorded in equity, and if realized, could impact our results of operations. Offsetting the impact of a rising interest rate environment, new investments in fixed rate instruments from both maturities and portfolio growth have and could continue to result in higher net interest income on investments. The weighted average duration of our fixed income available for sale securities is less than three years. While our asset and liability mix is relatively matched, should we need to liquidate any of these investments before maturity to pay claims, any realized losses could materially negatively impact our results of operations. Changes in fair value for loans, credit investment funds, and equity securities in Fortegra’s investment portfolio are reported as unrealized gains or losses in revenues and can be impacted by changes in interest rates, credit risk, currency risk, or market risk, including specific company or industry factors. In addition, our equity holdings are relatively concentrated. General equity market trends, along with company and industry specific factors, can impact the fair value which can result in unrealized gains and losses affecting our results.
Previous report
Elevated 10-year treasury yields, and the tapering of the Federal Reserve’s purchases of mortgage-backed securities, has resulted in substantial increases in mortgage interest rates. Low mortgage interest rates driven by the Federal Reserve intervention in mortgage markets, and rising home prices in certain markets, provided tailwinds to the mortgage markets in 2020 and 2021, which benefited our mortgage operations and margins. The substantial rise in rates resulted in a sharp reversal of those trends, with volumes and margins declining significantly. Only partially offsetting the declines in mortgage originations is an increase in the fair value of our mortgage servicing portfolio as rising rates slow prepayment speeds, with a resulting increase in servicing income. Continued elevated mortgage rates could have a negative impact on our mortgage operations, and is likely to be only partially mitigated by the improvement in mortgage servicing revenues. A sustained period of negative profitability in the mortgage industry could also impact the availability of funding sources for our mortgage business.
Previous report
Rising interest rates can also impact the cost of floating interest rate debt obligations, while declining rates can decrease the cost of debt. Our secured revolving and term credit agreements, preferred trust securities and asset based revolving financing are all floating rate obligations.
Previous report
Adjusted Net Income and Adjusted Return on Average Equity. Adjusted net income is defined as income before taxes, less provision (benefit) for income taxes, and excluding the after-tax impact of various expenses that we consider to be unique and non-recurring in nature, including merger and acquisition related expenses, stock-based compensation, net realized and unrealized gains (losses) and intangibles amortization associated with purchase accounting. The calculation of adjusted net income excludes net realized and unrealized gains (losses) that relate to investments or assets rather than business operations. Adjusted return on average equity represents adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. Management uses Adjusted net income and adjusted return on average equity as part of its capital allocation process and to assess comparative returns on invested capital. We believe adjusted net income provides additional clarity on the results of the Company’s underlying business operations as a whole for the periods presented by excluding distortions created by the unpredictability and volatility of realized and unrealized gains (losses). We also believe adjusted net income provides useful supplemental information to investors as it is frequently used by the financial community to analyze financial performance between periods and for comparison among companies.
Previous report
Adjusted net income and adjusted return on average equity are not measurements of financial performance or liquidity under GAAP and should not be considered as an alternative or substitute for GAAP net income. See “Non-GAAP Reconciliations” for a reconciliation of these measures to their GAAP equivalents.
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Selected Key Metrics
Previous report
For the three months ended September 30, 2025, revenues were $540.3 million, which increased $45.9 million, or 9.3%, compared to the prior year period. For the nine months ended September 30, 2025, revenues were $1.6 billion, which increased $27.2 million, or 1.8%, compared to the prior year period. The increase for the three month period was primarily driven by growth in earned premiums, net, and net realized and unrealized gains, partially offset by a decline in other revenue. The increase for the nine month period was primarily driven by growth in earned premiums, net, higher net investment income and net realized and unrealized gains, partially offset by declines in service and administrative fees and other revenue.
Previous report
The table below provides a break down between net realized and unrealized gains and losses from Invesque and other securities which impacted our consolidated results on a pre-tax basis. Many investments are carried at fair value and marked to market through unrealized gains and losses. As a result, we expect earnings related to these investments to be relatively volatile between periods. Fixed income securities are primarily marked to market through AOCI in stockholders’ equity and do not impact net realized and unrealized gains and losses until they are sold.
Previous report
On April 15, 2024, the Company sold its 16.98 million shares of Invesque for $0.6 million of proceeds resulting in a realized loss of $134.2 million.
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Excludes Invesque and Mortgage realized and unrealized gains and losses.
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Net Income (Loss) Attributable to common stockholders
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For the three months ended September 30, 2025, the net income attributable to common stockholders was $6.4 million, compared to $11.9 million in the prior year period. For the nine months ended September 30, 2025, the net income attributable to common stockholders was $31.0 million, compared to a net income of $33.8 million in the prior year period. Decreases in both periods were driven by deal-related expenses, an increase in the Fortegra Additional Warrant liability, and incremental interest expense on $74.4 million of outstanding borrowings at the holding company level, partially offset by growth in Fortegra’s underwriting and fee income, and investment gains on equities.
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Adjusted net income & Adjusted return on average equity - Non-GAAP
Previous report
Adjusted net income for the three months ended September 30, 2025 was $28.8 million, an increase of $0.9 million, or 3.2%, from the three months ended September 30, 2024, driven by growth in Fortegra's operations. For the three months ended September 30, 2025, adjusted return on average equity was 22.9%, as compared to 24.8% for the three months ended September 30, 2024.
Previous report
Adjusted net income for the nine months ended September 30, 2025 was $79.2 million, an increase of $6.4 million, or 8.8%, from the nine months ended September 30, 2024, driven by growth in Fortegra's operations. For the nine months ended September 30, 2025 and 2024, adjusted return on average equity was 21.9% as compared to 22.1% in the prior year period.
Previous report
Results by Segment
Previous report
We classify our business into two reportable segments, Insurance and Mortgage, with the remainder of our operations aggregated into Tiptree Capital - Other. Corporate activities include holding company interest expense, corporate employee compensation and benefits, and other expenses, including public company expenses.
Previous report
The following tables present the components of Revenue, Income (loss) before taxes and Adjusted net income for the following periods:
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Insurance
Previous report
Fortegra is a specialty insurance underwriter and service provider, which focuses on niche lines and fee-oriented services. The combination of specialty insurance underwriting, service contract products, and related service solutions delivered through a vertically integrated business model creates a blend of traditional underwriting revenues, investment income and unregulated fee revenues. The business is an agent-driven model, distributing products through independent insurance agents, consumer finance companies, online retailers, auto dealers, and regional big box retailers to deliver products that complement the consumer transaction.
Previous report
As of September 30, 2025, Fortegra was owned approximately 78.9% by Tiptree, 17.6% by Warburg and 3.5% by management and directors of Fortegra, before giving effect to the exercise of outstanding warrants and management options, and the conversion of outstanding preferred stock. The following tables and discussion present the Insurance segment results, including non-controlling interests, for the three months ended September 30, 2025 and 2024.
Previous report
Components of our Results of Operations
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Reworded paragraphs (18)
Previous wording
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented in this section as follows:
Current wording
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in this section as follows:
Previous wording
On September 26, 2025, Tiptree entered into the Merger Agreement with Purchaser and Fortegra, pursuant to which and subject to the conditions set forth therein, Tiptree and Warburg will sell all of the issued and outstanding shares of common stock of Fortegra to Purchaser for aggregate consideration of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement). A subsidiary of Purchaser, Merger Sub, to be incorporated in Delaware following the date of the Merger Agreement and prior to the Closing will, upon its formation, execute a joinder to the Merger Agreement and at the Closing, Merger Sub will merge with and into Fortegra, with Fortegra being the surviving corporation. As of September 30, 2025, Tiptree owns approximately 69.1% of Fortegra on a fully diluted basis. The terms of the Merger, as contemplated by the Merger Agreement, provide that, at the Closing, Purchaser will acquire complete common equity ownership of Fortegra and all of its subsidiaries. This pending transaction has had no impact on Tiptree's financial statements at September 30, 2025, other than incurred transaction expenses of approximately $8.1 million and $11.7 million, respectively, for the three and nine months ended September 30, 2025. If the transaction had been completed as of September 30, 2025, Tiptree would have reflected the below:
Current wording
On September 26, 2025, Tiptree entered into the Sale Agreement with Purchaser and Fortegra whereby Tiptree and Warburg will sell Fortegra to Purchaser for aggregate consideration of $1.65 billion in cash (subject to certain adjustments set forth in the Sale Agreement). As of March 31, 2026, Tiptree owns approximately 69.0% of Fortegra on a fully diluted basis. At the closing of the Sale, Purchaser will acquire complete common equity ownership of Fortegra and all of its subsidiaries. Due to the pending transaction, Fortegra is classified as held for sale and presented in discontinued operations on Tiptree’s financial statements at March 31, 2026. If the transaction had been completed as of March 31, 2026, Tiptree would have reflected the below:
Previous wording
On October 31, 2025, Tiptree entered into the Purchase Agreement with Reliance Buyer and Reliance, pursuant to which and subject to the conditions set forth therein, Tiptree will sell all of the issued and outstanding shares of common stock of Reliance to Reliance Buyer for aggregate consideration of 93.5% of tangible book value, or an estimated $51 million of gross proceeds as of September 30, 2025 (subject to certain adjustments set forth in the Purchase Agreement).
Current wording
On October 31, 2025, Tiptree entered into the Reliance Purchase Agreement with Reliance Buyer and Reliance whereby Tiptree will sell all of the issued and outstanding shares of common stock of Reliance to Reliance Buyer for aggregate consideration of 93.5% of Reliance’s tangible book value, or an estimated $50.0 million of gross proceeds as of March 31, 2026 (subject to certain adjustments set forth in the Reliance Purchase Agreement).
Previous wording
The following is a summary of our condensed consolidated financial results for the three and nine months ended September 30, 2025 and 2024. In addition to GAAP results, management uses the Non-GAAP measures Adjusted net income, Adjusted return on average equity and book value per share as measurements of operating performance. Management believes these measures provide supplemental information useful to investors as they are frequently used by the financial community to analyze financial performance and comparison among companies.
Current wording
The following is a summary of our consolidated financial results for the three months ended March 31, 2026 and 2025. In addition to GAAP results, management uses the Non-GAAP measure book value per share as 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 reclassified income and expenses attributable to Fortegra and Reliance to net income (loss) from discontinued operations for the three months ended March 31, 2026 and 2025. Assets and liabilities attributable to Fortegra and Reliance have been reclassified to assets held for sale and liabilities held for sale, respectively, as of March 31, 2026 and 2025.
Previous wording
Corporate expenses include expenses of the holding company for employee compensation and benefits, interest expense, and public company and other expenses. Corporate employee compensation and benefits includes the expense of management, legal and accounting staff. Other expenses primarily consisted of audit and professional fees, insurance, office rent and other related expenses.
Current wording
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, expenses for the run-off of our shipping operations and other related expenses.
Previous wording
Total stockholders’ equity was $741.4 million as of September 30, 2025 compared to $656.2 million as of September 30, 2024, with the increase driven by comprehensive income over the trailing four quarters, partially offset by net changes in non-controlling interests, preferred dividends paid at Fortegra and common dividends paid by Tiptree. In the nine months ended September 30, 2025, Tiptree returned $6.8 million to stockholders through dividends paid.
Current wording
Total stockholders’ equity was $750.5 million as of March 31, 2026 compared to $683.5 million as of March 31, 2025, with the increase driven by comprehensive income over the past twelve months, partially offset by share repurchases, preferred dividends paid at Fortegra, and common dividends paid by Tiptree. In the three months ended March 31, 2026, Tiptree returned $2.3 million to common stockholders through dividends paid and $5.0 million through share repurchases.
Previous wording
Book value per share for the period ended September 30, 2025 was $13.36, a 6.4% increase from book value per share of $12.56 as of September 30, 2024, driven by comprehensive income per share, partially offset by dividends paid of $0.49 per share, net changes in non-controlling interests and preferred dividends paid at Fortegra.
Current wording
Book value per share for the period ended March 31, 2026 was $13.42, a 6.2% increase from book value per share of $12.63 as of March 31, 2025, primarily driven by comprehensive income per share, partially offset by dividends paid of $0.06 per share, net changes in non-controlling interests and preferred dividends paid at Fortegra.
Previous wording
Gross Written Premiums and Premium Equivalents(1)
Current wording
Total gross written premiums and premium equivalents for the three months ended March 31, 2026 were $761.1 million, compared to $753.2 million in 2025, an increase of 1.1% driven by growth in specialty E&S insurance lines. Net written premiums were $354.3 million for the three months ended March 31, 2026, compared to $357.7 million in 2025, a decrease of 0.9%. Tiptree reported net income of $20.5 million from Fortegra in discontinued operations for the three months ended March 31, 2026, compared to $15.5 million in 2025. Fortegra’s combined ratio for the three months ended March 31, 2026 was 87.0%, compared to 89.9% in 2025, down 2.9 percentage points, reflecting the consistent underwriting performance and scalability of Fortegra’s operations.
Previous wording
The total gross written premiums and premium equivalents of $859.8 million and $776.8 million for the three months ended September 30, 2025 and 2024, respectively, were comprised of gross written premiums of $667.4 million and $573.0 million, plus assumed premiums of $129.7 million and $108.0 million, plus gross service and administrative fee additions of $62.6 million and $95.8 million, respectively. See Note (6) Reinsurance Recoverable and Prepaid Reinsurance Premiums and Note (12) Revenue from Contracts with Customers within the respective periods for more information.
Current wording
The total gross written premiums and premium equivalents of $761.1 million and $753.2 million for the three months ended March 31, 2026 and 2025, respectively, were comprised of gross written premiums of $643.0 million and $538.7 million, plus assumed premiums of $66.7 million and $127.9 million, plus gross service and administrative fee additions of $51.4 million and $86.6 million, respectively.
Previous wording
The total income tax expense of $22.7 million and $16.3 million for the three months ended September 30, 2025 and 2024, respectively, is reflected as a component of net income (loss). For the three months ended September 30, 2025 and 2024, the Company’s effective tax rate was equal to 59.2% and 44.4%, respectively, with both significantly higher than the U.S. statutory income tax rate of 21.0%, primarily due to the impact of outside basis deferred taxes on Tiptree’s investment in Fortegra.
Current wording
The income tax benefit from continuing operations of $1.2 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively, was reflected as components of net income (loss) from continuing operations. For the three months ended March 31, 2026 and 2025, the Company’s effective tax rate related to pre-tax income from continuing operations was equal to 13.9% and 14.2%, respectively, with both lower than the U.S. statutory income tax rate of 21.0%, primarily due to the impacts of nontaxable and nondeductible items.
Previous wording
Tiptree owns less than 80% of Fortegra and is required to record deferred taxes on the outside basis on its investment in Fortegra. This deferred tax liability represents the tax that would be due, before consideration of loss carryforwards, if Tiptree were to sell all of its Fortegra stock at its carrying value on Tiptree’s balance sheet. As of September 30, 2025, the deferred tax liability relating to Fortegra was $109.2 million, which was an increased of $24.5 million from the year ended December 31, 2024, of which $5.7 million of expense was recorded in OCI, and $18.8 million of expense was recorded as a provision for income taxes. As of September 30, 2024, the deferred tax liability relating to Fortegra was $81.5 million, which was an increased of $19.8 million from the year ended December 31, 2023, of which $3.1 million of expense was recorded in OCI, and $16.7 million of expense was recorded as a provision for income taxes. Excluding the impact of these deferred taxes, the effective tax rates for the nine months ended September 30, 2025 and 2024 were 32.5% and 29.9%, respectively.
Current wording
Tiptree signed agreements to sell its insurance and mortgage subsidiaries and recorded deferred taxes on the outside basis on those investments which represents the tax that would be due, before consideration of loss carryforwards, when Tiptree sells its shares in these subsidiaries at their carrying values on Tiptree’s balance sheet. As of March 31, 2026, the deferred tax liability relating to these investments, which remains on Tiptree’s balance since it is a parent-level tax attribute, was $122.0 million, an increase of $4.1 million from the year ended December 31, 2025, of which $3.5 million of benefit was recorded in OCI, and $7.6 million of expense was recorded as a provision for income taxes in discontinued operations. As of March 31, 2025, the deferred tax liability relating to these investments was $91.8 million, an increase of $7.1 million from the year ended December 31, 2024, of which $2.3 million of expense was recorded in OCI, and $4.7 million of expense was recorded as a provision for income taxes in discontinued operations.
Previous wording
Total stockholders’ equity was $741.4 million as of September 30, 2025, compared to $656.8 million as of December 31, 2024, with the increase primarily driven by comprehensive income for the nine months ended September 30, 2025. As of September 30, 2025, there were 37,820,120 shares of common stock outstanding as compared to 37,255,838 shares as of December 31, 2024, with the increase driven by the vesting of share-based incentive compensation and exercise of options.
Current wording
Total stockholders’ equity was $750.5 million as of March 31, 2026, compared to $752.4 million as of December 31, 2025, with the decrease primarily driven by comprehensive income for the three months ended March 31, 2026, offset by Fortegra preferred dividends, Tiptree common dividends and share repurchases. As of March 31, 2026, there were 37,567,024 shares of common stock outstanding as compared to 37,824,472 shares as of December 31, 2025, with the decrease driven by share repurchases.
Previous wording
Our principal sources of liquidity are unrestricted cash, cash equivalents and other liquid investments, the Tiptree Credit Agreement and distributions from operating subsidiaries, including income from our investment portfolio and sales of assets and investments. We intend to use our cash resources to continue to fund our operations and grow our businesses. We 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. We are a holding company, and our liquidity needs are primarily for compensation, professional fees, office rent and insurance costs.
Current wording
Our principal sources of liquidity are unrestricted cash, cash equivalents and other liquid investments, the Tiptree Credit Agreement and distributions from operating subsidiaries, including income from our investment portfolio and sales of assets, investments and operating businesses. We intend to use our cash resources to continue to fund our operations, grow our businesses and pursue new acquisition opportunities. We 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. We are a holding company, and our liquidity needs are primarily for compensation, professional fees, office rent and insurance costs.
Previous wording
We believe that cash flow from operations and the proceeds of the Merger will provide sufficient capital to continue to grow the business and fund interest on the outstanding debt, capital expenditures and other general corporate needs over the next several years. As we continue to expand our business, including by any acquisitions we may make, we may, in the future, require additional working capital for increased costs. For purposes of determining enterprise value, we consider corporate credit agreements and preferred trust securities, which we refer to as corporate debt, as corporate financing and associated interest expense is added back. The below table outlines this amount by debt outstanding and interest expense at the insurance company and corporate level.
Current wording
We believe that cash and cash equivalents, marketable securities, cash flow from operations and the proceeds of the Sale and Purchase Agreement will provide sufficient capital to continue to grow the business and pay down the outstanding debt, capital expenditures and other general corporate needs over the next several years. As we continue to expand our business, including by any acquisitions we may make in the future, additional working capital for increased costs could be required.
Previous wording
On February 7, 2025, we entered into the Tiptree Credit Agreement, pursuant to which Tiptree Holdings borrowed $75.0 million to, among other things, fund working capital and general corporate purposes. The principal of, and all accrued and unpaid interest on, all loans under the Tiptree Credit Agreement will mature on February 7, 2028. We expect this credit agreement to be repaid from proceeds of the Merger.
Current wording
On February 7, 2025, we entered into the Tiptree Credit Agreement, pursuant to which Tiptree Holdings borrowed $75.0 million to, among other things, fund working capital and general corporate purposes. The principal of, and all accrued and unpaid interest on, all credit agreements under the Tiptree Credit Agreement will mature on February 7, 2028. A covenant of the credit agreement requires full repayment from the proceeds of the sale of Fortegra.
Previous wording
Cash used in investing activities was $146.2 million for the nine months ended September 30, 2024. In 2024, the primary use of cash was the purchases of investments outpacing proceeds from sales and maturities, in addition to the issuance of notes receivable exceeding proceeds from notes receivable.
Current wording
Investing activities from continuing operations the three months ended March 31, 2026, generated net cash of $20.9, primarily due to proceeds from sales and maturities of investments exceeding purchased of investments. For the three months ended March 31, 2025 cash used in investing activities was $11.9 million driven by purchases of investments outpacing the proceeds from sales and maturities of investments.
Previous wording
The preparation of our financial statements in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Current wording
The preparation of our financial statements, which are in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in our 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Previous wording
For a discussion of recently adopted and issued accounting standards, see the section “Recent Accounting Standards”in Note (2) Summary of Significant Accounting Policies of the notes to the accompanying condensed consolidated financial statements.
Current wording
For a discussion of recently issued accounting standards, see Note (2) Summary of Significant Accounting Policies, in the accompanying consolidated financial statements.