What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-03 compared with 2024-02-29 · 392 added, 386 removed, 1996 unchanged (28% of the section changed)

14 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 3, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

29 unchanged sentences

New York, New York

February 29, 2024

March 3, 2025

We have served as the Company's auditor since 2017.

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024 expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 3, 2025 expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

New York, New York

February 29, 2024

March 3, 2025

AND SUBSIDIARIES

93 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except shares)

(in thousands, except share data)

Common stock Non-controlling interests

9 unchanged sentences

Shares issued upon exercise of warrants 1,999,989 2 13,722 — — 13,724 — — 13,724

Repurchase of vested subsidiary awards — — ( 770 ) — — ( 770 ) — ( 309 ) ( 1,079 )

Shares issued upon exercise of options 19,296 — — — — — — — —

Transfer of liability awards — — 4,847 — — 4,847 — — 4,847

WP Transaction — — 41,092 7,193 — 48,285 77,679 41,044 167,008

Non-controlling interest contributions — — — — — — — 250 250

3 unchanged sentences

Other comprehensive income (loss), net of tax — — — ( 43,937 ) — ( 43,937 ) — ( 3,731 ) ( 47,668 )

Subsidiary preferred dividends declared — — — — ( 3,384 ) ( 3,384 ) — — ( 3,384 )

Net income (loss) — — — — ( 4,890 ) ( 4,890 ) — 8,451 3,561

3 unchanged sentences

Vesting of share-based incentive compensation 315,881 1 ( 250 ) — — ( 249 ) — ( 470 ) ( 719 )

Shares issued in exchange for vested subsidiary awards (2)

114,353 — 866 — — 866 — ( 1,047 ) ( 181 )

Shares purchased under stock purchase plan ( 165,040 ) — ( 1,727 ) — — ( 1,727 ) — — ( 1,727 )

Shares issued upon exercise of warrants 1,999,989 2 13,722 — — 13,724 — — 13,724

Shares issued upon exercise of options 55,007 — — — — — — — —

Transfer of liability awards — — 4,847 — — 4,847 — — 4,847

WP Transaction — — 41,092 7,193 — 48,285 77,679 41,044 167,008

Non-controlling interest contributions — — — — — — — 250 250

Non-controlling interest distributions — — ( 1,751 ) — — ( 1,751 ) — ( 3,208 ) ( 4,959 )

5 unchanged sentences

Balance at December 31, 2023 36,756,187 $ 37 $ 382,239 $ ( 26,073 ) $ 60,663 $ 416,866 $ 77,679 $ 82,020 $ 576,565

36,385,299 $ 36 $ 382,645 $ ( 39,429 ) $ 54,113 $ 397,365 $ 77,679 $ 58,529 $ 533,573

AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except shares)

Common stock Non-controlling interests

Number of shares Par value Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Total

stockholders’ equity Fortegra preferred interests Common interests Total stockholders' equity

Balance at December 31, 2022 36,385,299 $ 36 $ 382,645 $ ( 39,429 ) $ 54,113 $ 397,365 $ 77,679 $ 58,529 $ 533,573

Amortization of share-based incentive compensation — — 8,407 — — 8,407 — 3,475 11,882

Vesting of share-based incentive compensation 499,651 — ( 953 ) — — ( 953 ) — ( 752 ) ( 1,705 )

Shares issued upon exercise of options 55,007 — — — — — — — —

Non-controlling interest contributions — — — — — — — 9,956 9,956

Non-controlling interest distributions — — — — — — — ( 644 ) ( 644 )

6 unchanged sentences

(1) Exchange included $ 181 in cash .

(2) Exchange included $ 181 in cash .

AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

See accompanying notes to consolidated financial statements.

58 unchanged sentences

Net cash provided by (used in) financing activities 6,287 113,406 ( 115,186 )

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

For the Year Ended December 31,

Effect of exchange rate changes on cash ( 355 ) 1,525 ( 1,828 )

5 unchanged sentences

Cash, cash equivalents and restricted cash – end of period $ 416,264 $ 492,561 $ 550,847

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

For the Year Ended December 31,

2023 2022 2021

Supplemental Disclosure of Cash Flow Information:

17 unchanged sentences

(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 Capital Market under the symbol “TIPT”.

Tiptree is a holding company that allocates capital across a broad spectrum of businesses, assets and other investments.

Tiptree’s common stock trades on the Nasdaq Capital Market under the symbol “TIPT.” Tiptree is a holding company that allocates capital across a broad spectrum of businesses, assets and other investments.

We classify our business into two reportable segments:

1 unchanged sentence

We refer to our non-insurance operations, assets and other investments, which is comprised of our Mortgage reportable segment and our non-reportable segments and other business activities, as Tiptree Capital.

On June 21, 2022, the Company closed the WP Transaction whereby Warburg invested $ 200,000 in Fortegra in exchange for Fortegra Common Stock, Fortegra Preferred Stock, Fortegra Warrants and Fortegra Additional Warrants.

See Note (17) Stockholders' Equity for additional information regarding the terms of the securities issued in connection with the closing of the WP Transaction.

As of December 31, 2023, Fortegra was owned approximately 79.5 % by Tiptree Holdings, 17.5 % by Warburg and 3.0 % by management and directors of Fortegra, before giving effect to the exercise of outstanding warrants and the conversion of outstanding preferred stock.

As of December 31, 2024, Fortegra was owned approximately 79.1 % by Tiptree Holdings, 17.7 % by Warburg and 3.2 % 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.

See Note (17) Stockholders' Equity for additional information.

(2) Summary of Significant Accounting Policies

4 unchanged sentences

Non-controlling interests on the consolidated financial statements represent the ownership interests in certain consolidated subsidiaries held by entities or persons other than Tiptree.

Accounts and transactions between consolidated entities have been

Accounts and transactions between consolidated entities have been eliminated.

Reclassifications

13 unchanged sentences

Although these and other estimates and assumptions are based on the best available estimates, actual results could differ materially from management’s estimates.

Business Combination Accounting

The Company accounts for business combinations by applying the acquisition method of accounting.

The acquisition method requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at fair

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

Business Combination Accounting

The Company accounts for business combinations by applying the acquisition method of accounting.

The acquisition method requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at fair value as of the closing date of the acquisition.

value as of the closing date of the acquisition.

The net assets acquired may consist of tangible and intangible assets and the excess of purchase price over the fair value of identifiable net assets acquired, or goodwill.

24 unchanged sentences

• Level 3 – Significant inputs that are unobservable inputs for the asset or liability, including the Company’s own data and assumptions that are used in pricing the asset or liability.

The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of

The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument is new, whether the instrument is traded on an active exchange or in the secondary market, and the 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.

Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market, and the 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.

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.

instruments categorized within Level 3 of the fair value hierarchy.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

30 unchanged sentences

Grants of restricted stock units (RSUs) and options are accounted for as equity based upon their expected settlement method.

The Company recognizes the cost of such awards over the vesting period using the straight-line method and uses the graded-

The Company recognizes the cost of such awards over the vesting period using the straight-line method and uses the graded-vesting method to recognize compensation expense for the performance vesting RSUs.

Compensation expense will be recognized to the extent that it is probable that the performance condition will be achieved.

The Company reassesses the probability of satisfaction of the performance condition for the performance vesting RSUs for each reporting period.

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

vesting method to recognize compensation expense for the performance vesting RSUs.

Compensation expense will be recognized to the extent that it is probable that the performance condition will be achieved.

The Company reassesses the probability of satisfaction of the performance condition for the performance vesting RSUs for each reporting period.

Deferred tax assets and liabilities are determined using the asset and liability method.

5 unchanged sentences

federal and state income tax returns, when filed, will be subject to examination by the Internal Revenue Service and state departments of revenue.

The Company’s non-domestic subsidiaries file income tax returns in their respective local jurisdictions.

See Note (20) Income Taxes.

21 unchanged sentences

Upon the disposition of an AFS security, the Company reclassifies the gain or loss on the security from AOCI to net realized and unrealized gains (losses) on the consolidated statements of operations.

For AFS securities, the Company reviews its securities portfolio for impairment and determines if impairment is related to credit loss or non-credit loss.

In making the assessment of whether a loss is from credit or other factors, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

For AFS securities, the Company reviews its securities portfolio for impairment and determines if impairment is related to credit loss or non-credit loss.

agency, and adverse conditions related to the security, among other factors.

If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security.

26 unchanged sentences

We perform internal price verification procedures to ensure that the prices provided are reasonable.

Investments in vessels, net are carried at cost (inclusive of capitalized acquisition costs, where applicable) less accumulated depreciation.

Subsequent expenditures are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels;

otherwise, these amounts are expensed as incurred.

Vessels acquired are recognized at their fair value as of the date of the acquisition.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

Depreciation is computed using the straight-line method over the vessel’s estimated remaining useful life, after considering the estimated salvage value.

A vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate.

Vessels are depreciated from the date of their acquisition through their remaining estimated useful life.

Upon transferring the vessels and related assets to held for sale on the consolidated balance sheets, the vessels are no longer depreciated.

Vessels are reviewed for potential impairment when events or changes in circumstances indicate that the carrying amount of a particular vessel may not be fully recoverable.

Potential impairment indicators are primarily based upon a comparison of the market value of a vessel to its carrying value.

Market values are based upon quoted prices from industry-recognized sources.

The Company evaluates market quotes of vessels for reasonableness by comparison to available market transactions or internal valuation models.

An impairment charge would be recognized if the estimated undiscounted future net cash flows expected to result from the operation and subsequent disposal of the vessel are less than the vessel’s carrying amount.

The Company concluded during its annual impairment testing its remaining two vessels were partially impaired as of December 31, 2023.

The Company had no impairment as of year ended 2022.

As of December 31, 2023, all remaining tanker and dry-bulk vessels had been sold.

See Note (4) Dispositions and Assets and Liabilities Held for Sale.

Cash and Cash Equivalents

3 unchanged sentences

The Company’s restricted cash primarily consists of cash for unremitted premiums received from agents and insurers, fiduciary cash for reinsurers and pledged assets for the protection of policy holders in various state jurisdictions.

Restricted cash also includes cash posted as collateral under credit facilities to maintain borrowing base sufficiency, borrower escrow funds for taxes, insurance, rate-lock fees and servicing related escrow funds and collateral on warehouse borrowings.

Restricted cash also includes cash posted as collateral under credit facilities to maintain borrowing base sufficiency, borrower escrow

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

funds for taxes, insurance, rate-lock fees and servicing related escrow funds and collateral on warehouse borrowings.

Notes and Accounts Receivable, Net

13 unchanged sentences

Retrospective commissions receivable, Trust receivables and Other receivables

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

Retrospective commissions receivable, trust receivables and other receivables are primarily trade receivables from the insurance business that are carried net of allowance at their approximate fair value.

14 unchanged sentences

These capitalized costs are amortized as the related service and administrative fees are earned.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

The Company evaluates whether all deferred acquisition costs are recoverable at year end, and considers investment income in the recoverability analysis for insurance policy related deferred acquisition costs.

11 unchanged sentences

See Note (15) Other Assets and Other Liabilities and Accrued Expenses.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

Mortgage Servicing Rights

17 unchanged sentences

These cumulative development factors are applied to reported losses for each accident quarter to compute ultimate losses.

The indicated required reserve is the difference between the ultimate losses and the reported losses.

The indicated required reserve is the difference between the ultimate losses

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

and the reported losses.

The actuarial methods used include but are not limited to the chain ladder method, the Bornhuetter-Ferguson method, and the expected loss ratio method.

12 unchanged sentences

These factors are not directly quantifiable, particularly on a prospective basis.

The Company periodically reviews and updates its methods of making such unpaid claims reserve estimates and establishing the related

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

liabilities based on our actual experience.

The Company periodically reviews and updates its methods of making such unpaid claims reserve estimates and establishing the related liabilities based on our actual experience.

The Company has not made any changes to its methodologies for determining unpaid claims reserves in the periods presented.

14 unchanged sentences

Whether direct or assumed, the premium is earned over the life of the respective policy using methods appropriate to the pattern of losses for the type of business.

Methods used include the Rule of 78's, modified Rule of 78’s, pro rata, and other actuarial methods.

Methods used include the Rule of 78's, modified Rule of 78’s, pro

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

rata, and other actuarial methods.

Management selects the appropriate method based on available information, and periodically reviews the selections as additional information becomes available.

11 unchanged sentences

Ceding Commissions

Ceding commissions earned under reinsurance agreements are based on contractual formulas that take into account, in part,

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

underwriting performance and investment returns experienced by the assuming companies.

Ceding commissions earned under reinsurance agreements are based on contractual formulas that take into account, in part, underwriting performance and investment returns experienced by the assuming companies.

As experience changes, adjustments to the ceding commissions are reflected in the period incurred and are based on the claim experience of the related policy.

The adjustment is calculated by adding the earned premium and investment income from the assets held in trust for the Company’s benefit less earned commissions, incurred claims and the reinsurer's fee for the coverage.

Vessel Related Revenue

The Company generates its revenues from charterers for the charter hire of its vessels.

Vessels are chartered under time or voyage charters, where a contract is entered into for the use of a vessel for a specific voyage or a specific period of time and at a specified daily charter rate.

Charter revenues are recognized as earned on a straight-line basis over the term of the charter as service is provided.

Revenue is recognized when a charter agreement exists, the vessel is made available to the charterer and collection of the related revenue is reasonably assured.

Unearned revenue includes revenue received prior to the balance sheet date relating to services to be rendered after the balance sheet date.

Vessel related revenue is recorded in other investment income as a part of other revenue.

See Note (16) Other Revenue and Other Expenses.

Policy and Contract Benefits

21 unchanged sentences

Accounting Standard Update Description Adoption Date Impact on Financial Statements

2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) The standard simplifies the accounting for certain financial instruments.

The guidance reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

This standard amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

Either a full or modified retrospective method of transition is permissible for the adoption of this standard.

January 1, 2022 The adoption of the standard did not materially impact the Company’s consolidated financial statements.

2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers This standard addresses diversity in practice and inconsistency related to recognition of an acquired contract liability, and payment terms and their effect on subsequent revenue recognized by the acquirer.

This standard is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years.

Entities should apply the provisions of the new standard prospectively to business combinations occurring on or after the effective date of the standard.

Early adoption is permitted, including in an interim period .

The Company early adopted this standard and applied it to all 2022 business combinations.

January 1, 2022 The adoption of the standard did not materially impact the Company’s consolidated financial statements.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes

The standard eliminates the need for an organization to analyze whether the following apply in a given period (1) exception to the incremental approach for intraperiod tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses.

The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods.

January 1, 2021 The standard makes changes to areas of tax accounting for transactions and situations which do not currently apply to the Company’s activity, so the adoption of the standard has not had an impact the Company’s financial statements.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

Recently Issued Accounting Pronouncements, Not Yet Adopted

Accounting Standard Update Description Adoption Date Impact on Financial Statements

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting and 2022-06 Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848

The amendments in these updates provide optional guidance for a limited period to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met.

The standard is effective for all entities as of March 12, 2020, through December 31, 2024.

The Company is evaluating its option to adopt the guidance when it is applicable.

2023-07 (Topic 280) Improvements to Reportable Segment Disclosures

5 unchanged sentences

Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements.

The amendments in this update are effective for annual periods beginning after December 31, 2024.

The Company does not expect the adoption of this guidance to have a material impact on our consolidated financial statements

December 31, 2024 The amendments were implemented into the Segment footnote for enhanced disclosures.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting and 2022-06 Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848

October 1, 2024 The amendments do not have a material impact to the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements, Not Yet Adopted

Accounting Standard Update Description Adoption Date Impact on Financial Statements

2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures

4 unchanged sentences

The amendments in this update are effective for annual periods beginning after December 15, 2024.

The Company is evaluating timing on when to adopt the guidance when it is applicable.

The Company expects to

adopt this guidance, when required, which will enhance our income tax disclosures.

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:

Disclose the amounts of relevant expense and within which expense caption the relevent expense is presented on the face of the income statement within continuing operations.

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.

Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

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 expects to

adopt this guidance when required, with minimal impact to our financials and disclosures.

(3) Acquisitions

2 unchanged sentences

Premia is an intermediate provider of automotive protection products in the United Kingdom.

The preliminary purchase price allocation has been developed based on preliminary estimates of fair value using the historical financial statements of Premia as of the acquisition date and is subject to the completion of management’s final analysis.

Identifiable assets acquired were primarily made up of goodwill and intangible assets.

Management’s preliminary allocation of the purchase price to the net assets acquired resulted in the recording of goodwill and intangible assets of $ 18,359 and $ 18,152 , respectively, which the Company may modify during the one year period allowed for purchase accounting adjustments during the measurement period.

Management’s allocation of the purchase price to the net assets acquired resulted in the recording of goodwill and intangible assets of $ 18,359 and $ 18,152 , respectively.

See Note (9) Goodwill and Intangible Assets, net.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

Acquisition of ITC Compliance GRP Limited

4 unchanged sentences

See Note (9) Goodwill and Intangible Assets, net.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

(4) Dispositions and Assets and Liabilities Held for Sale

As of December 31, 2023, all remaining tanker and dry-bulk vessels had been sold.

During the year ended December 31, 2022 , the Company completed the sale of three dry bulk vessels and two product tankers from its maritime shipping operations.

The Company recognized a net gain of $ 34,803 , based on proceeds of $ 116,678 plus final settlement of assets.

As of December 31, 2024, all tanker and dry-bulk vessels had been sold.

During the year ended December 31, 2022, the Company completed the sale of the remaining three dry bulk vessels and two product tankers from its maritime shipping operations.

In 2022, the Company recognized a net gain of $ 34,803 , based on proceeds of $ 116,678 plus final settlement of assets.

The transactions did not meet the requirements to be classified as discontinued operations.

7 unchanged sentences

Tiptree is a holding company that allocates capital across a broad spectrum of businesses, assets and other investments.

Tiptree’s principal operating subsidiary, Fortegra, is a leading provider of specialty insurance, service contract products and related service solutions.

Tiptree’s principal operating subsidiary, Fortegra, is a provider of specialty insurance, service contract products and related service solutions.

Based on the quantitative analysis performed related to Accounting Standard Codification (ASC) 280, Segment Reporting, our reportable segments are Insurance and Mortgage.

1 unchanged sentence

Corporate activities include holding company interest expense, employee compensation and benefits, and other expenses.

For the years ended December 31, 2024, 2023 and 2022, the Chief Operating Decision Maker (CODM) was the Executive Committee of the Company, comprised of the Executive Chairman and Chief Executive Officer.

The CODM uses the information provided, such as pre-tax income by segment, below to allocate resources and assess performance.

Our reportable segments’ income or loss is reported before income taxes and non-controlling interests.

5 unchanged sentences

Fortegra’s products and services include niche commercial and personal lines, service contracts, and other insurance services.

Tiptree Capital:

Mortgage operations are conducted through Reliance.

The Company’s mortgage business originates loans for sale to institutional investors, including GSEs and FHA/VA and services loans on behalf of Fannie Mae, Freddie Mac, and Ginnie Mae.

Other includes our remaining maritime shipping operations, asset management, other investments (including our Invesque shares), and Luxury mortgage operations (deconsolidated effective as of July 1, 2022).

The tables below present the components of revenue, expense, income (loss) before taxes, and assets for our reportable segments as well as Tiptree Capital - Other for the following periods:

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

For the Year Ended December 31, 2023

Tiptree Capital:

Insurance Mortgage Other Total

Total revenue $ 1,593,070 $ 53,864 $ 2,097 $ 1,649,031

Mortgage operations are conducted through Reliance.

The Company’s mortgage business originates loans for sale to institutional investors, including GSEs and FHA/VA and services loans on behalf of Fannie Mae, Freddie Mac, and Ginnie Mae.

Other includes our asset manager, Tiptree Advisors, other investments, and our maritime shipping operations for prior year periods.

The tables below present the components of total assets, revenue, expense and income (loss) before taxes for our reportable segments and other business activities for the following periods:

For the Year Ended December 31, 2024

Insurance Mortgage Segments subtotal Other Corporate Total

Total assets $ 5,432,987 $ 202,664 $ 5,635,651 $ 36,818 $ 22,320 $ 5,694,789

Earned premiums, net $ 1,471,930 $ — $ 1,471,930 $ — $ — $ 1,471,930

Service and administrative fees 405,193 — 405,193 — — 405,193

Ceding commissions 15,384 — 15,384 — — 15,384

Net investment income 32,976 — 32,976 — — 32,976

Net realized and unrealized gains (losses) 8,496 42,978 51,474 ( 905 ) — 50,569

Other revenue 39,730 22,936 62,666 4,136 — 66,802

Total revenues 1,973,709 65,914 $ 2,039,623 3,231 — 2,042,854

Policy and contract benefits 841,207 — 841,207 — — 841,207

Commission expense 648,819 — 648,819 — — 648,819

Employee compensation and benefits 137,743 37,452 175,195 515 28,645 204,355

Interest expense 30,247 2,001 32,248 — — 32,248

Depreciation and amortization 19,860 343 20,203 — 1,450 21,653

Other expenses 112,675 21,393 134,068 2,879 8,306 145,253

Total expense 1,790,551 61,189 1,851,740 3,394 38,401 1,893,535

Corporate expense — — — ( 40,214 )

Income (loss) before taxes 183,158 4,725 187,883 ( 163 ) ( 38,401 ) 149,319

3 unchanged sentences

Net income (loss) attributable to common stockholders $ 53,367

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

For the Year Ended December 31, 2023

Tiptree Capital

Insurance Mortgage Other Total

Insurance Mortgage Segments subtotal Other Corporate Total

Total assets $ 4,835,685 $ 160,147 $ 4,995,832 $ 126,624 $ 16,857 $ 5,139,313

Earned premiums, net $ 1,127,834 $ — $ 1,127,834 $ — $ — $ 1,127,834

Service and administrative fees 395,969 — 395,969 — — 395,969

Ceding commissions 14,915 — 14,915 — — 14,915

Net investment income 26,674 — 26,674 — — 26,674

Net realized and unrealized gains (losses) ( 4,207 ) 34,232 30,025 ( 5,289 ) — 24,736

Other revenue 31,885 19,632 51,517 7,386 — 58,903

Total revenues 1,593,070 53,864 1,646,934 2,097 — 1,649,031

Total expenses ( 1,180,646 ) ( 69,372 ) ( 47,307 ) ( 1,297,325 )

Corporate expenses — — — ( 46,416 )

Policy and contract benefits 601,794 — 601,794 — — 601,794

Commission expense 603,033 — 603,033 — — 603,033

Employee compensation and benefits 114,341 34,040 148,381 579 30,115 179,075

Interest expense 25,836 1,856 27,692 — — 27,692

Depreciation and amortization 21,425 617 22,042 97 1,327 23,466

Other expenses 96,825 20,636 117,461 4,685 8,772 130,918

Total expense 1,463,254 57,149 1,520,403 5,361 40,214 1,565,978

Income (loss) before taxes 129,816 ( 3,285 ) 126,531 ( 3,264 ) ( 40,214 ) 83,053

3 unchanged sentences

Net income (loss) attributable to common stockholders $ 13,951

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

For the Year Ended December 31, 2022

Tiptree Capital

Insurance Mortgage Other Total

Insurance Mortgage Segments subtotal Other Corporate Total

Earned premiums, net $ 904,765 $ — $ 904,765 $ — $ — $ 904,765

Service and administrative fees 320,720 — 320,720 — — 320,720

Ceding commissions 13,880 — 13,880 — — 13,880

Net investment income 12,219 — 12,219 — — 12,219

Net realized and unrealized gains (losses) ( 20,347 ) 51,345 30,998 38,985 — 69,983

Other revenue 17,559 18,901 36,460 39,725 — 76,185

Total revenues 1,248,796 70,246 1,319,042 78,710 — 1,397,752

Total expenses ( 914,273 ) ( 82,888 ) ( 87,879 ) ( 1,085,040 )

Corporate expenses — — — ( 50,132 )

Policy and contract benefits 452,605 — 452,605 — — 452,605

Commission expense 522,686 — 522,686 — — 522,686

Employee compensation and benefits 87,918 41,637 129,555 25,914 27,188 182,657

Interest expense 20,054 1,631 21,685 4,330 4,225 30,240

Depreciation and amortization 18,551 799 19,350 2,816 807 22,973

Other expenses 78,832 25,305 104,137 14,247 14,196 132,580

Total expense 1,180,646 69,372 1,250,018 47,307 46,416 1,343,741

Income (loss) before taxes 68,150 874 69,024 31,403 ( 46,416 ) 54,011

5 unchanged sentences

with 4.5 %, 6.0 % and 8.8 % of total revenues generated overseas for the years ended December 31, 2024, 2023 and 2022, respectively.

The following table presents the reportable segments, Tiptree Capital - Other and Corporate assets for the following periods:

As of December 31, 2023 As of December 31, 2022

Tiptree Capital Tiptree Capital

Insurance Mortgage Other Corporate Total Insurance Mortgage Other Corporate Total

Total assets $ 4,835,685 $ 160,147 $ 126,624 $ 16,857 $ 5,139,313 $ 3,702,577 $ 156,122 $ 86,402 $ 94,462 $ 4,039,563

AND SUBSIDIARIES

35 unchanged sentences

Total $ 1,151,569 $ ( 3,227 ) $ 3,792 $ ( 44,205 ) $ 1,107,929

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

As of December 31, 2023

10 unchanged sentences

Total $ 842,158 $ ( 84 ) $ 3,014 $ ( 42,479 ) $ 802,609

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

(1) Represents the amount of impairment that has resulted from credit-related factors, and therefore was recognized in net realized and unrealized gains (losses) as a credit loss on AFS securities.

23 unchanged sentences

Asset backed securities — — — 21,756 ( 2,531 ) 130

Certificates of deposit — — — — — —

Obligations of foreign governments 48,346 ( 266 ) 15 1,273 ( 118 ) 6

$ 465,695 $ ( 6,858 ) 1,732 $ 333,883 $ ( 37,347 ) 1,187

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

As of December 31, 2023

13 unchanged sentences

Management believes that it is more likely than not that the Company will be able to hold the fixed maturity AFS securities that were in an unrealized loss position as of December 31, 2024 until full recovery of their amortized cost basis.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

The table below presents a roll-forward of the activity in the allowance for credit losses on AFS securities by type as of December 31, 2024:

2 unchanged sentences

(Increase) in allowance for credit losses — ( 33 ) ( 10 ) — ( 43 )

Additions for AFS securities purchased with credit deterioration during the year — ( 2 ) — — ( 2 )

Reduction in credit losses due to AFS securities sold during the year — 1 — — 1

Gains from recoveries of amounts previously written off 2 144 1 3 150

7 unchanged sentences

This includes determining the present value of expected future cash flows discounted at the book yield of the security.

The table below presents the amount of gains from recoveries (credit losses) on AFS securities recorded by the Company for the following period:

The table below presents the amount of gains from recoveries (credit losses, including Current Expected Credit Losses (CECL)) on AFS securities recorded by the Company for the following period:

For the Year Ended December 31,

4 unchanged sentences

The following table presents the Company’s restricted investments included in the Company’s AFS securities:

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

As of December 31,

9 unchanged sentences

The following table presents the gross realized gains and gross realized losses from sales and redemptions of AFS securities:

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

For the Year Ended December 31,

3 unchanged sentences

Total net realized gains (losses) from investment sales and redemptions $ ( 494 ) $ ( 2,831 ) $ 1,359

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

Loans, at fair value

9 unchanged sentences

(2) As of December 31, 2024, there were three mortgage loans held for sale that were 90 days or more past due.

As of December 31, 2022, there were no mortgage loans held for sale that were 90 days or more past due.

As of December 31, 2023, there were three mortgage loans held for sale that were 90 days or more past due.

Equity Securities

Equity securities consist mainly of publicly traded common and preferred stocks and fixed income exchange traded funds.

Included within the equity securities balance are 16.98 million shares of Invesque as of December 31, 2023 and 2022, for which the Company has elected to apply the fair value option.

Equity securities consist mainly of publicly traded common and preferred stocks and exchange traded funds.

As of December 31, 2023, 16.98 million shares of Invesque were included within the equity securities balance, for which the Company elected to apply the fair value option.

On April 15, 2024, the Company sold its 16.98 million shares of Invesque for $ 625 of proceeds resulting in a realized loss of $ 134,204 .

The following table presents information on the cost and fair value of the Company’s equity securities related to Insurance and Tiptree Capital as of the following periods:

2 unchanged sentences

Cost Fair Value Cost Fair Value Cost Fair Value

Invesque $ 23,339 $ 719 $ 111,490 $ 3,442 $ 134,829 $ 4,161

Fixed income exchange traded funds 1,339 1,349 — — 1,339 1,349

Exchange traded funds

$ 4,997 $ 5,075 $ — $ — $ 4,997 $ 5,075

Other equity securities 100,738 99,393 4,967 4,152 105,705 103,545

4 unchanged sentences

Invesque $ 23,339 $ 719 $ 111,490 $ 3,442 $ 134,829 $ 4,161

Fixed income exchange traded funds 56,263 56,256 — — 56,263 56,256

Exchange traded funds

1,339 1,349 — — 1,339 1,349

Other equity securities 22,741 25,045 29,942 37,753 52,683 62,798

Total equity securities $ 47,419 $ 27,113 $ 141,432 $ 41,195 $ 188,851 $ 68,308

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

Other Investments

The following table contains information regarding the Company’s other investments as of the following periods:

The following table contains information regarding the Company’s other investments, measured at fair value, as of the following periods:

As of December 31, 2024

1 unchanged sentence

Insurance Mortgage Other Total

Corporate bonds, at fair value (1)

Corporate bonds (1)

$ 3,331 $ — $ — $ 3,331

4 unchanged sentences

Total other investments $ 49,983 $ 3,101 $ — $ 53,084

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

As of December 31, 2023

1 unchanged sentence

Insurance Mortgage Other Total

Corporate bonds, at fair value (1)

Corporate bonds (1)

$ 62,081 $ — $ — $ 62,081

Debentures 25,648 — — 25,648

Investment in credit fund

11,830 — — 11,830

Other 7,201 3,931 397 11,529

25 unchanged sentences

(1) Includes income related to Loans at fair value classified as Held for Sale for the periods prior to July 1, 2022.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

Net Realized and Unrealized Gains (Losses)

8 unchanged sentences

Net realized gains (losses) on loans 58 ( 2,826 ) ( 1,505 )

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

Net realized gains (losses) on equity securities (1)

( 8,352 ) ( 2,937 ) ( 4,231 )

Net realized gains (losses) on corporate bonds 3,419 ( 3,065 ) ( 3,542 )

4 unchanged sentences

Net realized gains (losses) on loans (2)

— 24,403 61,312

Net realized gains on vessel sales — — 34,803

Net realized gains (losses) on equity securities (1)

( 98,529 ) — —

Other — — 761

2 unchanged sentences

Net change in unrealized gains (losses) on loans $ 798 $ ( 1,733 ) $ 117

Net gains from recoveries (credit losses) on AFS securities

( 3,153 ) — —

Net unrealized gains (losses) on equity securities held at period end ( 2,187 ) 923 ( 6,462 )

Reclass of unrealized (gains) losses from prior periods for equity securities sold (1)

20,923 357 ( 142 )

Other ( 1,643 ) 6,805 ( 3,564 )

5 unchanged sentences

Net unrealized gains (losses) on equity securities held at period end ( 866 ) ( 1,531 ) ( 16,015 )

Reclass of unrealized (gains) losses from prior periods for equity securities sold (1)

Other ( 1,799 ) ( 3,758 ) ( 454 )

1 unchanged sentence

Total net realized and unrealized gains (losses) $ 50,569 $ 24,736 $ 69,983

(1) On April 15, 2024, the Company sold its 16.98 million shares of Invesque for $ 625 of proceeds resulting in a realized loss of $ 134,204 .

(2) Relates to Loans, at fair value classified as Held for Sale for the periods prior to July 1, 2022

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

(7) Notes and Accounts Receivable, net

7 unchanged sentences

The following table presents the total valuation allowance and bad debt expense for the following periods:

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

Valuation allowance Bad Debt Expense

As of December 31, For the Year Ended December 31,

2023 2022 2023 2022 2021

As of Year Ended

2024 December 31, 2023 2024 2023 2022

Notes receivable, net - premium financing program (1)

7 unchanged sentences

Life insurance in force $ 5,866,501 $ 2,681,480 $ — $ 3,185,021

For the Year Ended December 31, 2023

Year Ended December 31, 2024

Premiums written:

8 unchanged sentences

Total premiums earned $ 2,029,307 $ 1,144,319 $ 586,942 $ 1,471,930 39.9 %

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

Direct Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentage of Amount - Assumed to Net

As of December 31, 2023

Life insurance in force $ 5,909,645 $ 2,806,307 $ — $ 3,103,338

For the Year Ended December 31, 2022

Year Ended December 31, 2023

Premiums written:

8 unchanged sentences

Total premiums earned $ 1,628,041 $ 904,915 $ 404,708 $ 1,127,834 35.9 %

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

Direct Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentage of Amount - Assumed to Net

As of December 31, 2022

Life insurance in force $ 6,139,755 $ 2,892,889 $ — $ 3,246,866

For the Year Ended December 31, 2021

Year Ended December 31, 2022

Premiums written:

10 unchanged sentences

Direct Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentage of Amount - Assumed to Net

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

For the Year Ended December 31, 2023

Year Ended December 31, 2024

Losses and LAE Incurred

5 unchanged sentences

Total policy and contract benefits $ 841,207

For the Year Ended December 31, 2022

Year Ended December 31, 2023

Losses and LAE Incurred

5 unchanged sentences

Total policy and contract benefits $ 601,794

For the Year Ended December 31, 2021

Year Ended December 31, 2022

Losses and LAE Incurred

6 unchanged sentences

(1) Member benefit claims are not covered by reinsurance.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

The following table presents the components of the reinsurance recoverable:

7 unchanged sentences

Total reinsurance recoverable $ 992,883 $ 953,886

$ 953,886 $ 450,620

The following table presents the components of prepaid reinsurance premiums:

7 unchanged sentences

Total prepaid reinsurance premiums $ 1,046,253 $ 900,524

$ 900,524 $ 725,470

(1) Including policyholder account balances ceded.

The following table presents the aggregate amount included in reinsurance receivables that is comprised of the three largest receivable balances from non-affiliated reinsurers:

December 31, 2023

As of December 31, 2024

Total of the three largest receivable balances from non-affiliated reinsurers $ 220,418

As of December 31, 2024, the non-affiliated reinsurers from whom our insurance business has the largest receivable balances were:

Allianz Global Risks US Insurance Company (AM Best Rating:

A+ rated), Allianz Reinsurance America, Inc.

(AM Best Rating:

A+ rated), and Ferian Re, LTD (AM Best Rating:

Receivable balances from authorized reinsurers, such as the Allianz companies noted above, do not require collateral based on the authorized status of the parties.

Receivable balances from unauthorized reinsurers are collateralized by assets on hand, assets held in trust accounts, and/or letters of credit.

The Company monitors collateral values, authorization status, financial statements and AM Best ratings of its reinsurers periodically.

As of December 31, 2024, the Company does not believe there is a risk of loss due to the concentration of credit risk in the reinsurance program given the related collateralization or reinsurer AM Best rating.

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

As of December 31, 2023, the non-affiliated reinsurers from whom our insurance business has the largest receivable balances were:

Accelerant Specialty Insurance Company (A.M.

A- rated), Allianz Global Corporate & Specialty SE (A.M.

A+ rated), and Homesite Insurance Company (A.M.

A majority of the related receivables from these reinsurers are collateralized by assets on hand and letters of credit;

receivable balances from authorized reinsurers do not require collateral.

Allianz Global Corporate & Specialty SE is an authorized reinsurer in the states in which Fortegra’s U.S.

based insurance entities are domiciled.

The Company monitors authorization status, financial statements and A.M.

Best ratings of its reinsurers periodically.

As of December 31, 2023, the Company does not believe there is a risk of loss due to the concentration of credit risk in the reinsurance program given the collateralization.

(9) Goodwill and Intangible Assets, net

31 unchanged sentences

$ 204,447 $ 1,708 $ 206,155

Goodwill acquired (1)

18,359 — 18,359

Foreign currency translation and other 551 — 551

3 unchanged sentences

For the years ended December 31, 2024, 2023 and 2022, no impairments were recorded on the Company’s goodwill.

There is no accumulated impairment recorded in the goodwill balance as of December 31, 2023 or 2022.

There was no accumulated impairment recorded in the goodwill balance as of December 31, 2024.

AND SUBSIDIARIES

11 unchanged sentences

Foreign currency translation and other 1,319 — 1,319

Impairment — ( 728 ) ( 728 )

Balance at December 31, 2023

$ 117,637 $ 1,120 $ 118,757

Intangible assets acquired (1)

18,152 — 18,152

Amortization expense

1 unchanged sentence

Foreign currency translation and other ( 405 ) — ( 405 )

— ( 728 ) ( 728 )

Balance at December 31, 2024 $ 101,819 $ 1,040 $ 102,859

(1) See Note (3) Acquisitions for more information.

(2) Does not include foreign currency translation adjustment of $ 60 as of December 31, 2023.

The following table presents the amortization expense on finite-lived intangible assets for the following periods:

2 unchanged sentences

Amortization expense on intangible assets $ 15,493 $ 17,001 $ 16,355

For the year ended December 31, 2023, the Company partially impaired its other indefinite lived intangible assets as a result of oversupply of fishing licenses which has driven valuations lower.

For the years ended December 31, 2024 and 2022, no impairments were recorded on the Company’s intangible assets.

For the year ended December 31, 2023, the Company partially impaired its other indefinite lived intangible assets as a result of oversupply of fishing licenses which has driven valuations lower.

The Company’s accumulated impairment on intangible assets was $ 728 as of December 31, 2024.

The following table presents the amortization expense on finite-lived intangible assets for the next five years and thereafter by operating segment and/or reporting unit, as appropriate:

As of December 31, 2024

Insurance Other Total

Insurance (1)

2025 $ 13,240 $ 40 $ 13,280

4 unchanged sentences

2030 and thereafter 38,809 — 38,809

$ 103,473 $ 120 $ 103,593

Total $ 88,119 $ 40 $ 88,159

(1) Does not include foreign currency translation adjustment of $( 61 ) as of December 31, 2024.

(10) Derivative Financial Instruments and Hedging

The Company utilizes derivative financial instruments as part of its overall investment and hedging activities.

The Company selectively utilizes derivative financial instruments as part of its overall investment and hedging activities.

Derivative contracts are subject to additional risk that can result in a loss of all or part of an investment.

3 unchanged sentences

Derivative liabilities are reported within other liabilities and accrued expenses .

Derivatives for our mortgage business are primarily comprised of interest rate lock commitments (IRLCs), forward delivery contracts, and TBA mortgage-backed securities.

Interest Rate Lock Commitments

The fair value of these instruments is based upon valuation pricing models, which represent the amount the Company would

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

Derivatives for our mortgage business are primarily comprised of interest rate lock commitments (IRLCs), forward delivery contracts, and TBA mortgage-backed securities.

The fair value of these instruments is based upon valuation pricing models, which represent the amount the Company would expect to receive or pay at the balance sheet date to exit the position.

expect to receive or pay at the balance sheet date to exit the position.

Our mortgage origination subsidiary issues IRLCs to their customers, which are carried at estimated fair value on the Company’s consolidated balance sheets.

31 unchanged sentences

Secured revolving credit agreements (1)

Preferred trust securities (SOFR + 4.10 % + spread adjustment (2) )

35,000 — 35,000

Preferred trust securities (LIBOR + 4.10 %)

8.50 % Junior subordinated notes

125,000 — 125,000

14 unchanged sentences

Secured revolving credit agreements (1)

$ 130,000 $ — $ 130,000

Preferred trust securities (LIBOR + 4.10 %)

4 unchanged sentences

Asset based debt

Asset based revolving financing (LIBOR + 2.75 %)

Asset based revolving financing (SOFR + 2.75 %)

67,138 — 67,138

Residential mortgage warehouse borrowings ( 1.75 % to 2.75 % over SOFR) (3)(4)

2.00 % to 3.00 % over BSBY) (2)(3)

— 54,350 54,350

4 unchanged sentences

(1) The secured credit agreements include separate tranches with multiple rate structures that are adjustable based on Fortegra’s senior leverage ratio, which as of December 31, 2024 and 2023 was SOFR + 1.50 %.

(2) Previously based on 3-month LIBOR, now SOFR plus the tenor spread adjustment of 0.26 %, in accordance with the Adjustable Interest Rate (LIBOR) Act of 2021.

(3) As of December 31, 2024, included (i) a $ 50,000 line of credit at 1.75 %, 2.00 % and 2.50 % over the one month SOFR rate, (ii) a $ 25,000 line of credit at 1.75 % over the one month SOFR rate, with a floor of 2.75 %, (iii) a $ 30,000 line of credit at 1.875 % over the one month SOFR rate and (iv) a $ 10,000 line of credit at 3.30 % over the one month SOFR rate.

As of December 31, 2023, included (i) a $ 50,000 line of credit at 1.75 %, 2.00 % and 2.50 % over the one month SOFR rate, and (ii) a $ 65,000 line of credit at 1.75 %, 2.25 % and 2.75 % over the one month SOFR rate, with a floor of 4.00 %.

The balance credit rate on the $ 50,000 line of credit was 25 basis points lower than the floor.

As of December 31, 2022, included (i) a $ 60,000 line of credit at 2.00 %, 2.50 % and 3.00 % over the BSBY rate with a BSBY floor of 0.5 % and (ii) a $ 50,000 line of credit at 1.875 %, 2.00 % and 2.50 % over the one month SOFR rate.

The balance credit rate on the $ 50,000 line of credit was 25 basis points lower than the floor.

(4) The weighted average coupon rate for residential mortgage warehouse borrowings was 6.25 % and 7.15 % at December 31, 2024 and 2023, respectively.

2 unchanged sentences

2024 2023 2022

Total Interest expense - corporate debt $ 19,531 $ 19,290 $ 24,425

Total Interest expense - asset based debt 8,161 10,950 13,018

Interest expense on debt $ 27,692 $ 30,240 $ 37,443

Interest expense - corporate debt

$ 24,145 $ 19,531 $ 19,290

Interest expense - asset based debt

8,103 8,161 10,950

Total interest expense on debt

$ 32,248 $ 27,692 $ 30,240

AND SUBSIDIARIES

10 unchanged sentences

Secured Revolving Credit Agreements

As of December 31, 2023 and 2022, a total of $ 130,000 and $ 0 , respectively, was outstanding under the revolving line of credit in our insurance business.

As of December 31, 2024, no borrowings were outstanding as compared to $ 130,000 outstanding under the revolving line of credit in our insurance business as of December 31, 2023.

The maximum borrowing capacity under the agreements as of December 31, 2024 and 2023 was $ 200,000 .

2 unchanged sentences

Junior Subordinated Notes

On October 16, 2017, a subsidiary of Fortegra issued $ 125,000 of 8.50 % Fixed Rate Resetting Junior Subordinated Notes due October 2057.

On October 16, 2017, a subsidiary of Fortegra issued $ 125,000 of 8.50 % Fixed Rate Resetting Junior Subordinated Notes due October 2057 (the “2017 Notes”).

Substantially all of the net proceeds were used to repay the existing secured credit agreement at that time, which was terminated thereafter.

The notes are unsecured obligations of the subsidiary and rank in right of payment and upon liquidation, junior to all of the Fortegra subsidiary’s current and future senior indebtedness.

The notes are not obligations of or guaranteed by any other subsidiaries of Fortegra, or any other Tiptree entities.

So long as no event of default has occurred and is continuing, all or part of the interest payments on the notes can be deferred on one or more occasions for up to five consecutive years per deferral period.

This credit agreement contains customary financial covenants that require, among other items, maximum leverage and limitations on restricted payments under certain circumstances.

Preferred Trust Securities

On June 20, 2007, a subsidiary of Fortegra issued $ 35,000 of preferred trust securities due June 15, 2037.

Interest is payable quarterly at an interest rate of LIBOR plus 4.10 %.

The Company may redeem the preferred trust securities, in whole or in part, at a price equal to the full outstanding principal amount of such preferred trust securities outstanding plus accrued and unpaid interest.

Beginning on October 15, 2027, the Company may redeem the 2017 Notes at par plus accrued and unpaid interest.

On November 7, 2024, Fortegra issued $ 150,000 of 9.25 % Fixed Rate Resetting Junior Subordinated Notes due November 2064 (the “2024 Notes”).

The proceeds of the 2024 Notes were used to repay outstanding indebtedness under the Company’s credit agreement, for insurance company growth capital and general corporate purposes.

Beginning on November 15, 2029, the Company may redeem the 2024 Notes at par plus accrued and unpaid interest.

Each of the 2017 Notes and 2024 Notes are unsecured obligations of the issuer and rank in right of payment and upon liquidation, junior to all of the issuer’s current and future senior indebtedness.

The 2017 Notes and 2024 Notes are pari passu with each other.

Each of the 2017 Notes and 2024 Notes are guaranteed jointly and severally by certain subsidiaries of Fortegra and Fortegra is a guarantor of the 2017 Notes.

So long as no event of default has occurred and is continuing, all or part of the interest payments on the 2017 Notes and 2024 Notes can be deferred on one or more occasions for up to five consecutive years per deferral period.

The 2017 Notes and 2024 Notes contain customary financial covenants that require, among other items, maximum leverage and limitations on restricted payments under certain circumstances.

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

Preferred Trust Securities

On June 20, 2007, a subsidiary of Fortegra issued $ 35,000 of preferred trust securities due June 15, 2037.

Interest is payable quarterly at an interest rate of SOFR plus 4.10 % plus a spread adjustment (previously, LIBOR plus 4.10 %).

Asset Based Debt

9 unchanged sentences

Residential Mortgage Warehouse Borrowings

In January 2023, a $ 60,000 warehouse line of credit was renewed and the maturity date was extended from January 2023 to January 2024.

In June 2023, the Company received notification that the warehouse lending partners was exiting the warehouse lending market for this renewed line.

In October 2023, the line was terminated and paid in full as the provider exited the warehouse lending market.

The Company entered into a new $ 65,000 warehouse line of credit on September 20, 2023 with similar terms with a maturity date of August 2024.

As of December 31, 2024, our mortgage business had three warehouse lines of credit with three separate lending partners totaling $ 105,000 of borrowing capacity.

The $ 50,000 line of credit matures in August 2025, the $ 25,000 line of credit matures in June 2025, and the $ 30,000 line of credit matures in February 2025.

As of December 31, 2024 and 2023, a total of $ 68,394 and $ 54,350 , respectively, was outstanding under such financing agreements.

Mortgage Servicing Rights (MSR) Line of Credit

As of December 31, 2024, our mortgage business had a MSR line of credit totaling $ 10,000 of borrowing capacity at 3.30 % over SOFR, with no borrowings outstanding at the end of the period.

Vessel-Backed Term Loan

The remaining balance of the vessel backed term loan totaling $ 13,050 was fully repaid at a discount during May 2022, for a net gain of $ 1,168 during the year ended 2022.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

(12) Fair Value of Financial Instruments

7 unchanged sentences

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

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

the market approach include third-party pricing services, independent broker quotations and pricing matrices.

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 its related inputs to perform assessments to determine the appropriate level within the fair value hierarchy and to assess reliability of values.

21 unchanged sentences

The fair values of non-publicly traded common and preferred stocks are based on prices derived from multiples of comparable public companies and fall under Level 3 in the fair value hierarchy.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

Loans, at fair value

10 unchanged sentences

Our mortgage origination subsidiaries issue IRLCs to their customers, which are carried at estimated fair value on the Company’s consolidated balance sheets.

The estimated fair values of these commitments are generally calculated by reference to the value of the underlying loan

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

associated with the IRLC net of costs to produce and an expected pull through assumption.

The estimated fair values of these commitments are generally calculated by reference to the value of the underlying loan associated with the IRLC net of costs to produce and an expected pull through assumption.

The fair values of these commitments generally fall under Level 3 in the fair value hierarchy.

4 unchanged sentences

In addition, the Fortegra Additional Warrants (Warburg) are a derivative liability and classified as Level 3 in the fair value hierarchy.

See Note (17) Stockholders' Equity for additional information regarding the Fortegra Additional Warrant.

See Note (17) Stockholders' Equity for additional information regarding the Fortegra Additional Warrants.

Corporate Bonds

31 unchanged sentences

Equity securities:

Invesque 4,161 — — 4,161

Fixed income ETFs 1,349 — — 1,349

Exchange traded funds 5,075 — — 5,075

Other equity securities 95,360 — 8,185 103,545

40 unchanged sentences

Invesque 4,161 — — 4,161

Fixed income ETFs 56,256 — — 56,256

Exchange traded funds

1,349 — — 1,349

Other equity securities 55,072 — 7,726 62,798

8 unchanged sentences

Total $ 62,306 $ 942,481 $ 61,565 $ 1,066,352

Securities sold, not yet purchased $ 10,263 $ 6,312 $ — $ 16,575

Derivative liabilities — 937 44 981

16 unchanged sentences

Earnings 6,311 ( 4,825 )

OCI 2,569 ( 520 )

Origination of IRLCs 39,761 43,875

1 unchanged sentence

Sales and repayments — ( 6 )

Distributions ( 3,055 ) —

Conversions to mortgage loans held for sale ( 41,322 ) ( 43,709 )

Settlement of trade claims — ( 19,169 )

Exchange of bonds for term loans — 12,673

Exchange of trade receivables for equity securities — 7,360

Transfer out of Level 3 — ( 41 )

12 unchanged sentences

Equity securities 8,185 7,726 Internal model Forecast EBITDAR $ 1,422,000 to $ 1,604,000 N/A $ 1,039,000 to $ 1,422,000 N/A

Corporate loans 9,167 11,208 External/Internal model Bid marks/EBITDA $ 71 to $ 75 $ 73 $ 170,000 N/A

Corporate loans 10,272 9,167 External model Bid marks $ 78 to $ 81 $ 80 $ 71 to $ 75 $ 73

Total $ 63,325 $ 61,547

4 unchanged sentences

Total $ 12,737 $ 6,126

(1) Unobservable inputs were weighted by the relative fair value of the instruments.

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

(1) Unobservable inputs were weighted by the relative fair value of the instruments.

The following table presents the carrying amounts and estimated fair values of financial assets and liabilities that are not recorded at fair value and their respective levels within the fair value hierarchy:

2 unchanged sentences

hierarchy Fair value Carrying value

Debentures (1)

2 $ 25,320 $ 25,320 2 $ 25,648 $ 25,648

3 unchanged sentences

Total liabilities $ 439,906 $ 442,093 $ 406,801 $ 411,488

(1) Included in other investments.

Since interest rates on debentures are at current market rates for similar credit risks, the carrying amount approximates fair value.

These values are net of allowance for doubtful accounts.

See Note (6) Investments.

Notes Receivable, net:

55 unchanged sentences

Total losses incurred $ 722,190 $ 482,506 $ 361,601

During the year ended December 31, 2024, the Company experienced favorable prior year development of $ 624 , as a result of lower-than-expected losses in its commercial lines of business.

During the year ended December 31, 2023, the Company experienced favorable prior year development of $ 11,187 , primarily driven by lower-than-expected claims paid development in our commercial lines of business for the 2018 and 2020 accident years.

During the year ended December 31, 2022, the Company experienced favorable prior year development of $ 858 , primarily as a result of lower-than-expected claim severity in our commercial lines of business.

During the year ended December 31, 2021, the Company experienced unfavorable prior year development of $ 2,606 , primarily as a result of higher-than-expected claim severity from business written by a small group of producers of our

During the year ended December 31, 2022, the Company experienced favorable prior year development of $ 858 , primarily as

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

personal and commercial lines of business.

a result of lower-than-expected claim severity in our commercial lines of business.

Management considers the prior year development for each of these years to be insignificant when considered in the context of our annual earned premiums, net as well as our net losses and loss adjustment expenses and member benefit claims expenses.

2 unchanged sentences

The favorable prior year development of $ 11,187 in the year ended December 31, 2023 represented 8.6 % of our insurance business income before taxes of $ 129,816 , and 3.8 % of the opening net liability for losses and loss adjustment expenses of $ 298,057 , as of January 1, 2023.

The unfavorable prior year development of $ 2,606 in 2021 represented 3.7 % of pretax income of $ 69,857 and 3.1 % of the opening net liability for losses and loss adjustment expenses of $ 83,945 , as of January 1, 2021.

The favorable prior year development of $ 858 in the year ended December 31, 2022 represented 1.3 % of our insurance business income before taxes of $ 68,150 , and 0.6 % of the opening net liability for losses and loss adjustment expenses of $ 154,412 , as of January 1, 2022.

Based upon our internal analysis and our review of the statement of actuarial opinions provided by our actuarial consultants, we believe that the amounts recorded for policy liabilities and unpaid claims reasonably represent the amount necessary to pay all claims and related expenses which may arise from incidents that have occurred as of the balance sheet date.

24 unchanged sentences

Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance

For the Years Ended December 31,

Accident Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

36 unchanged sentences

The Company’s revenues from insurance and contractual and liability insurance operations are primarily accounted for under Financial Services-Insurance (ASC 944) that are not within the scope of Revenue for Contracts with Customers (ASC 606).

The Company’s remaining revenues that are within the scope of Topic 606 are primarily comprised of revenues from contracts with customers for monthly membership dues for motor clubs, monthly administration fees for services provided for premiums, claims and reinsurance processing revenues, vehicle service contracts, vessel related revenue and revenues for household goods and appliances service contracts (collectively, remaining contracts).

The Company’s remaining revenues that are within the scope of ASC 606 are primarily comprised of revenues from contracts with customers for monthly membership dues for motor clubs, monthly administration fees for services provided for premiums, claims and reinsurance processing revenues, vehicle service contracts, vessel related revenue and revenues for household goods and appliances service contracts (collectively, remaining contracts).

The following table presents the disaggregated amounts of revenue from contracts with customers by product type for the following periods:

21 unchanged sentences

Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied.

The following table presents the activity in the significant deferred assets and liabilities related to revenue from contracts with customers for the following period:

The following table presents the activity in the deferred assets and liabilities related to revenue from contracts with customers for the following period:

January 1, 2024

10 unchanged sentences

Motor club revenue 21,677 38,327 43,258 16,746

— 3,953 3,953 —

Other — 3,696 3,696 —

Total $ 627,102 $ 348,735 $ 341,458 $ 634,379

10 unchanged sentences

Furniture, fixtures and equipment, net 27,321 29,624

Due from broker/trustee 28,327 —

Prepaid expenses 12,481 12,985

19 unchanged sentences

Commissions payable 7,066 36,728

Securities sold, not yet purchased — 16,575

Derivative liabilities 11,127 4,503

6 unchanged sentences

The following table presents the components of other revenue as reported in the consolidated statement of operations.

Other revenue is primarily generated by Tiptree Capital’s non-insurance activities except as noted in the footnote to the table.

For the Year Ended December 31,

29 unchanged sentences

Tiptree Warrants

In the year ended December 31, 2022, warrant s were exercised for 1,999,989 shares of Tiptree common stock, with 1,979,325 warrants exercised for $ 13,724 in cash, and 20,664 exercised cashless.

In the year ended December 31, 2022, warrants were exercised for 1,999,989 shares of Tiptree common stock, with 1,979,325 warrants exercised for $ 13,724 in cash, and 20,664 exercised cashless.

As of December 31, 2024 and 2023, there were no warrants for shares of Tiptree common stock outstanding.

7 unchanged sentences

Fourth quarter (1)

0.31 0.05 0.04

Total cash dividends declared $ 0.49 $ 0.20 $ 0.16

(1) Includes a special dividend of $ 0.25 for the year ended December 31, 2024 .

Fortegra Non-Controlling Interests

2 unchanged sentences

Also, in connection with the closing of the WP Transaction, Tiptree was issued Fortegra Additional Warrants, and management’s interests in LOTS Intermediate were exchanged for interests in Fortegra.

As of December 31, 2022, Fortegra was owned approximately 79.5 % by Tiptree Holdings, 17.4 % by Warburg and 3.1 % by management and directors of Fortegra.

As a result of the WP Transaction, for the year ended December 31, 2022, the Company recorded an increase of $ 167,008 to total stockholders’ equity of which $ 48,285 impacted Tiptree Inc.

3 unchanged sentences

Additionally, the Company recognized $ 9,059 of net income attributable to non-controlling interests during the year ended December 31, 2022 due to the increase in non-controlling interest.

As of December 31, 2023, Fortegra was owned approximate ly 79.5 % by Tiptree Holdings, 17.5 % by Warburg and 3.0 % by management and directors of Fortegra.

In March and April 2024, Tiptree, Warburg and Fortegra independent directors contributed $ 30,044 , $ 9,889 and $ 67 , respectively, to Fortegra in exchange for Fortegra Common Stock.

As of December 31, 2024, Fortegra was owned approximately 79.1 % by Tiptree Holdings, 17.7 % by Warburg and 3.2 % 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.

Fortegra Preferred Stock

27 unchanged sentences

Fortegra common interests 121,394 82,020

Other third-party common interests — 3,165

Total non-controlling interests $ 199,073 $ 159,699

31 unchanged sentences

domiciled insurance company subsidiaries for the following periods:

For the Year Ended

For the Year Ended December 31,

Ordinary dividends $ 5,000 $ 27,114

Total dividends $ 5,000 $ 27,114

2023 December 31, 2022

December 31, 2024 December 31, 2023

Amount available for ordinary dividends of the Company's insurance company subsidiaries $ 78,614 $ 24,327

13 unchanged sentences

Amounts reclassified from AOCI 2,182 — 2,182 — 2,182

WP Transaction — — — 7,193 7,193

OCI 10,898 7,213 18,111 ( 4,755 ) 13,356

Balance at December 31, 2023 $ ( 32,145 ) $ ( 98 ) $ ( 32,243 ) $ 6,170 $ ( 26,073 )

Balance at December 31, 2022 $ ( 43,043 ) $ ( 7,311 ) $ ( 50,354 ) $ 10,925 $ ( 39,429 )

Other comprehensive income (losses) before reclassifications ( 437 ) ( 2,431 ) ( 2,868 ) 875 ( 1,993 )

15 unchanged sentences

Forfeited 5,276

Exchanged for vested subsidiary awards ( 1,166,307 )

Available for issuance as of December 31, 2021 2,344,814

RSU, stock and option awards granted ( 247,093 )

Forfeited 5,276

Amendment to 2017 Equity Plan 4,000,000

4 unchanged sentences

Available for issuance as of December 31, 2023

RSU, stock and option awards granted ( 95,170 )

Forfeited 12,437

PRSU awards granted ( 1,420,833 )

Available for issuance as of December 31, 2024

AND SUBSIDIARIES

6 unchanged sentences

RSU awards are expensed using the straight-line method over the requisite service period.

The RSUs granted after 2019 include a retirement provision and are amortized over the lesser of the service condition or expected retirement date.

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.

The following table presents changes to the issuances of RSUs and stock awards under the 2017 Omnibus Incentive Equity Plan for the periods indicated:

The following table presents changes to the issuances of RSUs under the 2017 Omnibus Incentive Equity Plan for the periods indicated:

Number of shares issuable Weighted average grant date fair value

Unvested units as of December 31, 2021 599,012 $ 6.59

Vested ( 415,846 ) 6.62

Unvested units as of December 31, 2021 599,012 $ 6.59

247,093 12.83

7 unchanged sentences

253,231 $ 14.25

(1) Includes 62,940 shares that vest ratably over two years and 108,418 and 81,874 shares that cliff vest in 2025 and 2026, respectively.

The following tables present the detail of the granted and vested RSUs and stock awards for the periods indicated:

Vested ( 48,280 ) 14.76

Forfeited ( 12,437 ) 16.66

Unvested units as of December 31, 2024 (1)

287,684 $ 15.22

(1) Includes 139,888 , 76,930 and 70,866 shares that vest in 2025, 2026 and 2027, respectively.

The following tables present the detail of the granted and vested RSUs for the periods indicated:

For the Year Ended December 31, For the Year Ended December 31,

10 unchanged sentences

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, the first tranche of the PRSUs vested, resulting in a net issuance of 215,583 shares of Tiptree common stock.

As of December 31, 2023, 3,616,667 PRSUs are unvested.

The below 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 $ 19.56 as adjusted for cumulative dividends paid to date).

Original Tiptree Share Price Target Number of PRSUs that Vest

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.

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

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 December 31, 2024, 4,520,833 PRSUs were unvested.

The below 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 $ 29.07 as adjusted for cumulative dividends paid to date).

Original Tiptree Share Price Target Number of PRSUs that Vest

$ 45 1,033,333

4 unchanged sentences

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 current 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 June 7, 2022, when they were converted to equity awards.

Valuation Input Assumption

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

Historical volatility 38.75 % 39.23 % 39.10 %

7 unchanged sentences

As of December 31, 2024, the market requirement for all outstanding options has been achieved.

There were no stock option awards granted in 2022 or 2023.

There were no stock option awards granted from 2021 to December 31, 2024.

The following table presents the Company’s stock option activity for the current period:

5 unchanged sentences

Weighted average remaining contractual term at December 31, 2024 (in years)

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

Subsidiary Equity Plans

4 unchanged sentences

Fortegra Equity Incentive Plan

Fortegra adopted the 2022 Equity Incentive Plan (“Fortegra Plan”) on June 21, 2022, which permits the grant of RSUs, stock based awards and options up to 7.2 % of Fortegra Common Stock (assuming conversion of the Fortegra Preferred Stock), of which the substantial majority is expected to be delivered in options.

As of December 31, 2023, time vesting RSUs and time and performance vesting options representing approximately 5.3 % of Fortegra Common Stock (assuming conversion of the Fortegra Preferred Stock) have been granted and remain unvested.

The general purpose of the Fortegra Plan is to attract, motivate and retain selected employees of Fortegra, to provide them with incentives and rewards for performance and to

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

better align their interests with those of Fortegra’s stockholders.

Fortegra adopted the 2022 Equity Incentive Plan (“Fortegra Plan”) on June 21, 2022, and further amended on January 18, 2024, which permits the grant of RSUs, stock based awards and options up to 11.0 % of Fortegra Common Stock (assuming conversion of the Fortegra Preferred Stock), of which the substantial majority is expected to be delivered in options.

The general purpose of the Fortegra Plan is to attract, motivate and retain selected employees of Fortegra, to provide them with incentives and rewards for performance and to better align their interests with those of Fortegra’s stockholders.

Unless otherwise extended, the Fortegra Plan terminates automatically on June 21, 2032.

The awards under the Fortegra Plan are not exchangeable for Tiptree common stock.

In May 2023 and November 2023, Fortegra granted management options with a strike price equal to the per share price on the date of the WP Transaction, delivered in equal portions of time and performance vested grants equal to approximately 5.0 % of Fortegra Common Stock (assuming cash exercise and after conversion of the Fortegra Preferred Stock).

The time vested options vest in equal parts over five years and expire on the ten year anniversary of the grant date.

As of December 31, 2024, unvested time vesting RSUs represented 0.2 % and unvested time and performance vesting options represented 4.0 % of Fortegra Common Stock (in each case, assuming conversion of the Fortegra Preferred Stock).

The RSUs include a retirement provision and are amortized over the lesser of the service condition or expected retirement date.

The time vested options vest in equal parts over five years with the first tranche vested and exercised in 2024.

The performance vested options vest based on specific internal rate of return targets determined at the time of a change of control of Fortegra or sale by Warburg of more than 50 % of its Fortegra securities (on an as converted basis) acquired in 2022.

A majority of these time and performance options must be exercised in the calendar year they vest and shall be deemed automatically exercised if not otherwise done so by December 31 of the calendar year in which they vest.

The fair value option grants were estimated on the date of grant using a Black-Scholes Merton option pricing formula embedded within a Monte Carlo model used to simulate the future value of Fortegra Common Stock, which assumes the market requirement is achieved.

2 unchanged sentences

The RSUs include a retirement provision and are amortized over the lesser of the service condition or expected retirement date.

In May 2023 and November 2023, Fortegra granted performance based restricted stock units (Fortegra PRSUs) that vest based on the achievement of specified gross written premium volume targets and underwriting ratios for selected specialty insurance lines written in 2024.

In 2023, Fortegra granted performance based restricted stock units (Fortegra PRSUs) that vest based on the achievement of specified gross written premium volume targets and underwriting ratios for selected specialty insurance lines written in 2024.

Upon vesting, the Fortegra PRSUs entitle recipients to participate in an aggregate pool of between $ 5,000 and $ 20,000 payable in shares of Fortegra.

The Fortegra PRSUs are accounted for as liability awards and were unvested as of December 31, 2024.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

The following table presents changes to the issuances of subsidiary awards under the subsidiary incentive plans for the periods indicated:

1 unchanged sentence

Unvested balance as of December 31, 2021

Granted 1,108

Vested ( 1,124 )

3 unchanged sentences

Vested ( 808 )

Performance assumption adjustment 123

Unvested balance as of December 31, 2023

1 unchanged sentence

Vested ( 3,062 )

Performance assumption adjustment 202

Unvested balance as of December 31, 2024

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

Stock Based Compensation Expense

8 unchanged sentences

As of December 31, 2024

Stock options Restricted stock awards and RSUs Performance Restricted Stock Units

Subsidiary Stock options Restricted stock awards and RSUs Performance Restricted Stock Units

Unrecognized compensation cost related to non-vested awards (1)

2 unchanged sentences

(1) Includes unrecognized compensation cost of $ 15,173 related to stock options, $ 428 related to RSUs, and $ 2,848 related to PRSUs at The Fortegra Group.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

(20) Income Taxes

19 unchanged sentences

Additional one time impacts from the transaction caused $ 4,803 of expense, leading to $ 33,133 of expense in the statement of operations.

For the year ended December 31, 2023, the deferred tax liability relating to Fortegra was $ 61,673 , an increase of $ 21,703 , of which $ 3,819 of expense was recorded in OCI, $ 1,217 of benefit was recorded directly in stockholders’ equity, and $ 19,101 expense was recorded as a provision for income taxes.

For the year ended December 31, 2024, the deferred tax liability relating to Fortegra was $ 84,702 , an increase of $ 23,028 , of which $ 478 of benefit was recorded in OCI, and $ 23,506 expense was recorded as a provision for income taxes.

Excluding the impact of these deferred taxes, the effective tax rates for the years ended December 31, 2024 and 2023, were 25.5 % and 28.8 %, respectively.

federal rate is before the consideration of rate reconciling items.

A reconciliation of the expected federal provision (benefit) for income taxes on income using the federal statutory income tax rate to the actual provision (benefit) for income taxes and resulting effective income tax rate is as follows for the periods indicated below:

AND SUBSIDIARIES

2 unchanged sentences

(in thousands, except share data)

federal rate is before the consideration of rate reconciling items.

For the Year Ended December 31,

23 unchanged sentences

The effective tax rate for the year ended December 31, 2022 is higher than the U.S.

statutory income tax rate of 21.0 % primarily from the impact of expected refunds arising from the CARES Act.

statutory income tax rate of 21.0 % primarily from the impact of the tax deconsolidation of Fortegra and non-deductible compensation.

The table below presents the components of the Company’s net deferred tax assets and liabilities as of the respective balance sheet dates:

5 unchanged sentences

Deferred tax assets:

Net operating loss carryforwards $ 30,834 $ 37,857

Loss carryforwards $ 50,164 $ 30,834

Unrealized losses 10,426 28,926

25 unchanged sentences

Additionally, as needed the Company will take all necessary steps to comply with any income tax withholding requirements.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

As of December 31, 2024, the Company had total U.S.

Federal net operating loss carryforwards (NOLs) of $ 51,099 .

federal net operating loss (NOL) and capital loss carryforwards of $ 134,517 .

The following table presents the U.S.

Federal NOLs by tax year of expiration:

federal NOLs and capital loss carryforwards by tax year of expiration:

December 31, 2024

1 unchanged sentence

Indefinite 37,382

Total $ 51,099

(1) $ 21,258 of the loss carryforwards reside at Fortegra, outside of the Tiptree consolidated tax group.

In addition to the U.S.

Federal NOL, Tiptree and its subsidiaries have NOLs in various state jurisdictions totaling $ 19,757 as of December 31, 2023.

federal NOL, Tiptree and its subsidiaries have NOLs and capital loss carryforwards in various state jurisdictions totaling $ 21,565 as of December 31, 2024.

Valuation allowances of $ 14,772 have been established for primarily state deferred tax assets, which are primarily state NOLs, since management has concluded it is more likely than not they will expire unutilized based on existing positive and negative evidence.

Management believes it is more likely than not the remaining NOLs and deferred tax assets will be utilized prior to their expiration dates.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

As of December 31, 2024, the consolidated valuation allowance for the Company was $ 14,772 .

2 unchanged sentences

Federal tax years 2015 and onward are open for examination as of December 31, 2024.

On April 15, 2024, the Company sold its 16.98 million shares of Invesque for $ 625 of proceeds resulting in a capital loss for tax purposes of approximately $ 106,768 .

The Organization for Economic Cooperation and Development (“OECD”) has introduced a framework to implement a global minimum corporate tax rate of 15%, commonly referred to as Pillar Two.

Many aspects of Pillar Two are effective beginning calendar year 2024 and other aspects will be effective beginning in calendar year 2025.

While it is uncertain whether the U.S.

will adopt Pillar Two, certain countries in which the Company operates have adopted legislation and other countries are in the process of introducing legislation to implement Pillar Two.

We continue to expect Pillar Two not to have a material impact on the Company, and we regularly monitor the additional guidance the OECD releases and the legislation that countries are implementing.

(21) Commitments and Contingencies

4 unchanged sentences

Below is a summary of our right of use asset and lease liability as of December 31, 2024:

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

December 31, 2023

Right of use asset - Operating leases $ 27,816

5 unchanged sentences

December 31, 2024

2025 $ 10,241

2030 and thereafter 11,193

2 unchanged sentences

The following table presents rent expense for the Company’s office leases recorded in other expenses on the consolidated statements of operations for the following periods:

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

For the Year Ended December 31,

13 unchanged sentences

In a series of orders issued in October 2022 on competing motions for partial summary judgment, the court found in favor of the plaintiffs as to the Subclass A breach of contract claim (the Subclass A Order) and, as to Subclass B, found that the Company was unjustly enriched to the extent the premium it collected exceeded the proportion of the premium for which the Company provided benefits coverage (the Subclass B Order).

The court found in favor of the Company as to the plaintiffs’ claims for common law fraud and violation of Kentucky’s insurance statutes and ordered the plaintiffs’ Motion for Sanctions

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

for Spoliation of Evidence held in abeyance.

The court found in favor of the Company as to the plaintiffs’ claims for common law fraud and violation of Kentucky’s insurance statutes and ordered the plaintiffs’ Motion for Sanctions for Spoliation of Evidence held in abeyance.

The Company has appealed the Subclass A Order and Subclass B Order and all interlocutory orders made final by entry of the Subclass A Order and Subclass B Order.

14 unchanged sentences

The assumed exercise of all potentially dilutive instruments is included in the diluted net income per common share calculation, if dilutive.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

(in thousands, except share data)

The following table presents a reconciliation of basic and diluted net income per common share for the following periods:

8 unchanged sentences

Securities of subsidiaries ( 3,665 ) ( 1,298 ) —

Adjustments to income relating to exchangeable interests and contingent considerations, net of tax — — 9

Net income (loss) attributable to Tiptree Inc.

7 unchanged sentences

(23) Related Party Transactions

Corvid Peak is a related party of the Company because Corvid Peak is deemed to be controlled by Michael Barnes, the

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

(in thousands, except share data)

Company’s Executive Chairman.

The Company is invested in funds managed by Corvid Peak (the Corvid Peak Funds) and Corvid Peak manages investment portfolio accounts of Fortegra and certain of its subsidiaries under an investment advisory agreement (the IAA).

With respect to the Corvid Peak Funds and IAA, the Company incurred $ 5,206 , $ 3,808 , and $ 1,988 of management and incentive fees for the years ended December 31, 2023, 2022 and 2021, respectively.

Beginning January 1, 2021, Tiptree has been allocated 10.2 % of certain profits interests earned by Corvid Peak with an additional 10.2 % interest for each of the next consecutive four years .

Beginning on January 1, 2024, Tiptree’s percentage interest increased to 42.0 % (including interests acquired from former Corvid Peak equity holders).

On November 10, 2022, the Company contributed $ 505 of cash (representing its pro rata share) to Corvid Peak to fund an escrow account for the repurchase of a revenue share by a third party effective as of January 1, 2025.

Pursuant to the Transition Services Agreement, Tiptree and Corvid Peak have mutually agreed to provide certain services to one another.

Tiptree Advisors is a related party of the Company because Tiptree Advisors is deemed to be controlled by Michael Barnes, the Company’s Executive Chairman.

Tiptree Advisors manages investment portfolio accounts of Fortegra and certain of its subsidiaries under an investment advisory agreement (the IAA).

The Company is invested in funds managed by Tiptree Advisors.

The Company incurred $ 6,675 , $ 5,206 and $ 3,808 of management and incentive fees for the years ended December 31, 2024, 2023 and 2022, respectively.

For the year ended December 31, 2024, the Company’s percentage of profits interest in Tiptree Advisors was 41.8 %.

As of January 1, 2025, the Company’s percentage interest will increase to 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 years ended December 31, 2024 and 2023 were not material.

Pursuant to a Partner Emeritus Agreement, Tiptree agreed to provide Mr.

Pursuant to a Partner Emeritus Agreement, the Company agreed to provide Mr.

Inayatullah, a greater than 5 % stockholder of the Company, support services and reimburse Mr.

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(24) Subsequent Events

On January 1, 2024, Tiptree granted 550,000 performance restricted stock units (PRSUs) to each of Michael Barnes, Executive Chairman and Jonathan Ilany, Chief Executive Officer and awarded 183,333 PRSUs to Randy Maultsby, President and 137,500 PRSUs to Scott McKinney, Chief Financial Officer (together, the “Grantees”).

This special award reflects Tiptree’s desire for Messrs.

Barnes, Ilany, Maultsby and McKinney to continue to lead the Company for a further significant number of years and to create significant shareholder value over time.

On February 25, 2025, 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 March 10, 2025, and a payment date of March 17, 2025.

As of December 31, 2024, and through the date of this report, the Company is aware of the California wildfires which will likely be covered events.

Based on subsequent period estimates, the Company does not believe incurred losses related to these events will have a material impact on its future results.

A firm estimate of the impact from such covered events cannot be made prior to issuance of this report.

On February 7, 2025, Tiptree Holdings LLC, (“Borrower”) entered into a Credit Agreement, dated as of February 7, 2025, among Tiptree, Borrower, the lenders party thereto from time to time and Fortress Credit Corp.

(“Fortress”), as administrative agent, collateral agent and lead arranger (the “Credit Agreement”).

Borrower borrowed $ 75,000 under the Credit Agreement 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 Credit Agreement will mature on the third anniversary of the closing date of the Credit Agreement.

Loans under the Credit Agreement bear interest at a variable rate per annum equal to SOFR (which adjusted term SOFR is subject to a minimum of 1.00 %) plus an applicable margin of 5.25 % per annum.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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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 8. Financial Statements and Supplementary Data