What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-08 · 63 added, 62 removed, 223 unchanged (36% of the section changed)

19 unchanged sentences

There were no changes in 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 three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in 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 twelve months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2023..

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

50 unchanged sentences

001-33549), filed on March 12, 2020 and herein incorporated by reference) .**

10.7 Form of Performance Restri cted Stock Unit Agreement (previously filed as Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q (File No.

001-33549) , filed on August 8, 2022 and h erein incorporated by reference).**

Form of Restricted Stock Unit Agreement under the Registra nt ’ s 2017 Omnibus Incentive Plan (2024 Form) (filed herewith).**

Form of Performance Restricted Stock Unit Agreement (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-33549), filed on August 8, 2022 and herein incorporated by reference).**

Form of Performance Restricted Stock Unit Agreement under the Registrant ’ s 2017 O mnibu s Incentive Plan (2024 Form) (filed herewith).

Form of Indemnification Agreement (previously filed as Exhibit 10.9 to the Registrant’s Registration Statement on Form S-11, as amended (File No.

333-141634), filed on June 7, 2007 and herein incorporated by reference).

T iptree Inc.

2023 Deferred Co mpensation Plan (previously filed as Exhibit 10.1 to the Registra nt ’ s Quarterly Report on Form 10-Q ( File No.

001-33549), filed on August 2, 2023 and herein incorporated by reference).**

Amended and Restated Transition Services Agreement between Tricadia Holdings, L.P.

2 unchanged sentences

Second Amended and Restated Credit Agreement, dated as of October 21, 2022 by and among Fortegra Financial Corporation, LOTS Intermediate Co.

and T he Fortegra Group, Inc.

, as borrowers, the lenders from time to time party thereto, certain of Fortegra’s subsidiaries, as guarantors, and Fifth Third Bank, N A , as the administrative agent and issuing lender (previously filed as Exhibit 10.1 to Form 8-K (File No.

and The Fortegra Group, Inc., as borrowers, the lenders from time to time party thereto, certain of Fortegra’s subsidiaries, as guarantors, and Fifth Third Bank, NA, as the administrative agent and issuing lender (previously filed as Exhibit 10.1 to Form 8-K (File No.

001-33549), filed October 25, 2022 and herein incorporated by reference).

10.11 Second Amendment to Credit Agreement, dated as of January 31, 2023, by and among South Bay Acceptance Corporation, South Bay Funding LLC, the lenders from time to time party thereto and Fifth Third Bank, National Association as the administrative agent (filed herewith) .

Second Amendment to Credit Agreement, dated as of January 31, 2023, by and among South Bay Acceptance Corporation, South Bay Funding LLC, the lenders from time to time party thereto and Fifth Third Bank, National Association as the administrative agent ( previously filed as Exhibit 10.11 to the Registra nt ’ s Annual Report on Form 10-K (File No.

001-33549) filed on March 8, 2023 and herein incorporated by reference ).

A mended and Restated Credit Agreement dated as of October 6, 2023 by and amo ng South Bay Acceptance Corporation, South Bay Funding LLC, the lenders from time to time party thereto and Fifth Third Bank, National Assoc iation as the administrative agent (previously filed as Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K (File No.

001-33549) , filed on October 11, 2023 and herein incorporated by reference.

Equity Interest Purchase Agreement, dated December 16, 2019, by and among Tiptree Warranty Holdings, LLC and Peter Masi (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

2 unchanged sentences

001-33549) filed on November 3, 2021 and herein incorporated by reference).

10.14 A mendment No.

3 to Partner Emeritus Agreement, effective February 17, 2022, by and between Tiptree Inc.

and Arif Inayatullah (previously filed as Exhibit 10.2 to the Registrant ’ s Quarterly Report on Form 10 - Q (File No.

001-33549), filed on May 5, 2022 and herein incorporated by reference).

10.15 A mendment No.

4 to Partner Emeritus Agreement, effective November 1, 2022, by and between Tiptree Inc.

and Arif Inayatullah (previously filed as Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q (File No.

001-33549), filed on November 2 , 2022 and herein incorporated by reference).

10.16 Securities Purchase Agreement between and among Tiptree Inc., The Fortegra Group, Inc.

Amendment No.

5 to Partner Emeritus Agreement, effective December 1, 202 3 , by and between Tiptree Inc.

and Arif Inayatullah ( filed herewith ).

Stockholders Agreement between and among Tiptree Holdings LLC, The Fortegra Group Inc.

and WP Falcon Aggregator, L.P.

dated October 11, 2021 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on October 12, 2021 and herein incorporated by reference).

10.17 S tockholders Agreement between and among Tiptree Holdings LLC, The Fort egra Group Inc.

and WP Fal con Aggregator, L.P.

(previously filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on June 21, 2022 and herein incorporated by refere nce).

10.18 Warrant to Purchase Common Stock (previously filed as Exhibit 10.

1 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on June 21, 2022 and herein incorporated by reference).

10.19 Investor Additional Warrants to Purchase Common Stock (previously filed as Exhibit 10.

2 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on J une 21, 2022 and herein incorporated by reference).

10.20 Tiptree Additional Warrants to Purchase Common Stock (previously filed as Exhibit 10.

3 to the Registrant’s Current Report on Form 8-K (File No.

Warrant to Purchase Common Stock (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on June 21 , 202 2 and herein incorporated by reference).

Investor Additional Warrants to Purchase Common Stock (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on June 21, 2022 and herein incorporated by reference).

Tiptree Additional Warrants to Purchase Common Stock (previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on June 21 , 2022 and herein incorporated by reference).

Certificate of Designation of Series A Preferred Stock (previously filed as Exhibit 10.

2 unchanged sentences

Registration Rights Agreement between and among Tiptree Holdings LLC, The Fortegra Group Inc., WP Falcon Aggregator, L.P.

and the other holders set forth therein (previously filed as Exhibit 10.

6 to the Registrant’s Current Report on Form 8-K (File No.

and the other holders set forth therein (previously filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on June 21, 2022 and herein incorporated by reference).

2 unchanged sentences

Amended and Restated Executive Separation and Transition Agreement by and among Tiptree Inc.

and Sandra Bell, dated as of February 28 , 2023 (filed herewith).**

10.25 E xecutive Employ ment Agreement by and amo ng Tiptree Inc.

and Sandra Bell, dated as of February 28, 2023 ( previously filed as Exhibi t 10.24 to the Registrant ’ s Annual Report on Form 10-K (File No.

001-33549) filed on March 8, 2023 and herein incorporated by reference ).**

Executive Employment Agreement by and among Tiptree Inc.

and Scott McKinney, dated as of October 14, 2022 (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

8 unchanged sentences

32.3 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

97 Policy for Recou pment of Incentive Compensation (filed herewith).

101.INS XBRL Instance Document*

4 unchanged sentences

101.DEF XBRL Taxonomy Extension Definition Linkbase Document*

104 Cover page from Tiptree Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in iXBRL (included in Exhibit 101).

104 Cover Page Interactive Data File (embedded within the iXBRL document and included in Exhibit 101).

* Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets (audited) for December 31, 2022 and December 31, 2021, (ii) the Consolidated Statements of Operations (audited) for the years ended December 31, 2022, 2021 and 2020, (iii) the Consolidated Statements of Comprehensive Income (Loss) (audited) for the years ended December 31, 2022, 2021 and 2020, (iv) the Consolidated Statements of Changes in Stockholders’ Equity (audited) for the years ended December 31, 2022, 2021 and 2020, (v) the Consolidated Statements of Cash Flows (audited) for the years ended December 31, 2022, 2021 and 2020 and (vi) the Notes to the Consolidated Financial Statements (audited).

(i) the Consolidated Balance Sheets (audited) for December 31, 2023 and 2022, (ii) the Consolidated Statements of Operations (audited) for the years ended December 31, 2023, 2022 and 2021, (iii) the Consolidated Statements of Comprehensive Income (Loss) (audited) for the years ended December 31, 2023, 2022 and 2021, (iv) the Consolidated Statements of Changes in Stockholders’ Equity (audited) for the years ended December 31, 2023, 2022 and 2021, (v) the Consolidated Statements of Cash Flows (audited) for the years ended December 31, 2023, 2022 and 2021 and (vi) the Notes to the Consolidated Financial Statements (audited).

** Denotes a management contract or compensatory plan, contract or arrangement.

2 unchanged sentences

has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 8, 2023 By:/s/ Jonathan Ilany

February 29, 2024 By:/s/ Jonathan Ilany

Jonathan Ilany

4 unchanged sentences

Jonathan Ilany

Chief Executive Officer and Director (Principal Executive Officer) March 8, 2023

/s/ Sandra Bell

Chief Executive Officer and Director (Principal Executive Officer) February 29, 2024

/s/ Scott McKinney

Scott McKinney

Chief Financial Officer (Principal Financial Officer and

Principal Accounting Officer) March 8, 2023

Principal Accounting Officer) February 29, 2024

/s/ Michael G.

Executive Chairman and Director March 8, 2023

President and Director March 8, 2023

Director March 8, 2023

Executive Chairman and Director February 29, 2024

President and Director February 29, 2024

Director February 29, 2024

/s/ Lesley Goldwasser

Lesley Goldwasser

Director March 8, 2023

Director February 29, 2024

/s/ Bradley E.

Director March 8, 2023

Director February 29, 2024

/s/ Dominique Mielle

Dominique Mielle

Director March 8, 2023

Schedule II — Condensed Financial Information of Registrant

PARENT COMPANY ONLY CONDENSED STATEMENTS OF INCOME

Director February 29, 2024

Schedule II — Financial Information of Registrant

PARENT COMPANY ONLY STATEMENTS OF INCOME

(All amounts in thousands) For the Year Ended December 31,

2023 2022 2021

Net realized and unrealized gains (losses) $ 6,126 $ — $ —

Interest income 4,522 277 259

7 unchanged sentences

Depreciation and amortization 1,327 805 805

Loss on extinguishment of debt — — 353

Other expenses 1,390 1,675 1,305

7 unchanged sentences

(1) E liminated in consolidation.

(2) E liminated in consolidation for the year ended December 31, 2022.

PARENT COMPANY ONLY CONDENSED BALANCE SHEETS

PARENT COMPANY ONLY BALANCE SHEETS

(All amounts in thousands, except share data) As of December 31,

2 unchanged sentences

Cash and cash equivalents 45,098 126,111

Available for sale securities, at fair value

Equity securities

Notes and accounts receivable, net 2,124 3,300

1 unchanged sentence

Deferred tax assets 22,636 17,571

Right of use assets - operating leases 12,021 13,570

Other assets 12,338 8,768

3 unchanged sentences

Intercompany payables, net (1)

16,865 48,186

Accrued expenses 18,055 14,696

Other liabilities — 6,743

Total liabilities $ 50,749 $ 80,961

10 unchanged sentences

(1) E liminated in consolidation.

PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(All amounts in thousands) For the Year Ended December 31,

6 unchanged sentences

( 40,386 ) ( 24,778 ) ( 73,164 )

Net realized and unrealized (gains) losses

( 6,126 ) — —

Amortization/accretion of premiums and discounts

( 1,899 ) — —

Depreciation expense 1,327 805 805

2 unchanged sentences

Non-cash compensation expense 5,845 7,093 8,580

Amortization of deferred financing costs — — 172

Changes in operating assets and liabilities

Net changes in other operating assets and liabilities 13,032 ( 4,054 ) 5,412

1 unchanged sentence

Investing Activities:

Purchases of investments ( 149,309 ) — —

Proceeds from sales and maturities of investments 90,811 — —

Proceeds from the sale of businesses — — 125

1 unchanged sentence

Issuance of notes receivable — — ( 432 )

Asset acquisitions due to merger with Operating Co.

Net cash flows provided by (used in) provided by investing activities ( 58,498 ) — ( 138 )

3 unchanged sentences

Proceeds from intercompany notes payable (1)

Repayment of intercompany notes payable (1)

( 33,281 ) — —

Cash received for the exercise of warrants — 13,724 —

19 unchanged sentences

In addition, certain other subsidiaries’ activities are regulated, or subject to specific restriction on transfers as a result of financing arrangements.

As a result of these restrictions, these condensed financial statements of the Registrant have been prepared in accordance with Rule 12-04 of Regulation S-X, as restricted net assets of the Company's subsidiaries (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the Company's consolidated net assets as of December 31, 2022.

For the period ending December 31, 2019, the Company was a holding company without any operations of its own.

On July 17, 2020, Operating Company merged into Tiptree, with Tiptree as the surviving entity (the Reorganization).

In connection with the Reorganization, Operating Company contributed substantially all of its assets to Caroline Holdings LLC, a wholly owned subsidiary of Operating Company, which was renamed Tiptree Holdings LLC.

Prior to the Reorganization, the Company was

allocated itemized expenses of $ 2,000 related to operating as a public company from Operating Company for the six months ended June 30, 2020.

These condensed financial statements have been prepared on a "parent-only" basis.

As a result of these restrictions, these financial statements of the Registrant have been prepared in accordance with Rule 12-04 of Regulation S-X, as restricted net assets of the Company's subsidiaries (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the Company's consolidated net assets as of December 31, 2023.

These financial statements have been prepared on a "parent-only" basis.

Under a parent-only presentation, the Parent Company's investments in subsidiaries are presented under the equity method of accounting.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

The accompanying condensed financial information should be read in conjunction with the Tiptree Inc.

Certain information and footnote disclosures

normally included in financial statements prepared in accordance with GAAP have been or omitted.

The accompanying financial information should be read in conjunction with the Tiptree Inc.

consolidated financial statements and related Notes thereto.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures