What changed in this filing

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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-29 · 39 added, 36 removed, 250 unchanged (23% of the section changed)

21 unchanged sentences

Other Information

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

On November 6, 2024 , Neil C.

Rifkind, Vice President , General Counsel and Secretary of the Company, entered into a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, providing for a third-party broker to sell up to 16,641 shares of common stock of the Company that Mr.

Rifkind currently owns.

Shares will be sold under the stock trading plan on the open market over the period of time and in accordance with other parameters set forth in Mr.

Rifkind’s stock trading plan.

Rifkind’s stock trading plan terminates upon the earlier of all the transactions set forth in the plan being executed and February 6, 2026 .

Rule 10b5-1 trading plans are permitted under the Company’s insider trading policy and other policies, and, to the extent required, transactions under such trading plans will be disclosed publicly through Form 144 and/or Form 4 filings with the Securities and Exchange Commission.

Except as may be required by law, the Company does not undertake any obligation to report Rule 10b5-1 plans by officers or directors of the Company in the future, or to report modifications or terminations of any such plans, whether or not any such plans were publicly announced.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

5 unchanged sentences

Information required by Item 405 of Regulation S-K is incorporated herein by reference to information included in the Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders.

The Company has also adopted a Securities Trading and Regulation FD Policy that governs the purchase, sale, and/or other dispositions of the Company’s securities by (i) directors, officers, and affiliates and (ii) the Company that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.

A copy of the Company’s Securities Trading and Regulation FD Policy is filed as Exhibit 19 to this Annual Report on Form 10-K .

Executive Compensation

43 unchanged sentences

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

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

Form of Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (2024 Form) ( previously filed as Exhibit 10.7 to the Registra nt ’ s Annual Report on Form 10-K (File No.

001-33549), filed on February 29, 2024 and herein incorporated by reference ).

10.8 Form of Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (2025 Form) filed herewith.**

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

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

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

10.10 Form of Performance Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (2024 Form) (previously filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No.

001-33549), filed on February 29, 2024 and herein incorporated by reference).**

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

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

T iptree Inc.

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

10.12 Tiptree Inc.

2023 Deferred Compensation Plan (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

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

5 unchanged sentences

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

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

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

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

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

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

10.16 Credit Agreement dated February 7, 2025, by and among Tiptree Inc.

as Parent, Tiptree Holdings LLC, as Borrower, Fortress Credit Corp., as Administrative Agent, Collateral Agent and Lead Arranger, and the lenders party thereto (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-33549), filed on February 10 , 2025 and herein incorporated by reference).

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

21 unchanged sentences

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

Investment Advisory Agreement by and among Tiptree Inc., The Fortegra Group, LLC and subsidiaries and Corvid Peak Capital Management, LLC effective as of May 3, 2021 and July 1, 2021 (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

10.26 Investment Advisory Agreement by and among Tiptree Inc., The Fortegra Group, LLC and subsidiaries and Tiptree Advisors, LLC (fka Corvid Peak Capital Management, LLC) effective as of May 3, 2021 and July 1, 2021 (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-33549) filed on August 4, 2021 and herein incorporated by reference).

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

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

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

Executive Employment Agreement by and among Tiptree Inc.

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

001-33549), filed on October 17, 2022 and herein incorporated by reference).**

19 Tiptree Securities Trading and Regulation FD Policy adopted April 4, 2023 (filed herewith).

21.1 Subsidiaries of the Registrant (filed herewith).

6 unchanged sentences

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

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

97 Policy for Recoupment of Incentive Compensation (previously filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K (File No.

001-33549) filed on February 29, 2024 and herein incorporated by reference).**

101.INS XBRL Instance Document*

11 unchanged sentences

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

February 29, 2024 By:/s/ Jonathan Ilany

March 3, 2025 By:/s/ Jonathan Ilany

Jonathan Ilany

4 unchanged sentences

Jonathan Ilany

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

Chief Executive Officer and Director (Principal Executive Officer) March 3, 2025

/s/ Scott McKinney

1 unchanged sentence

Chief Financial Officer (Principal Financial Officer and

Principal Accounting Officer) February 29, 2024

Principal Accounting Officer) March 3, 2025

/s/ Michael G.

Executive Chairman and Director February 29, 2024

President and Director February 29, 2024

Director February 29, 2024

Executive Chairman and Director March 3, 2025

President and Director March 3, 2025

Director March 3, 2025

/s/ Lesley Goldwasser

Lesley Goldwasser

Director February 29, 2024

Director March 3, 2025

/s/ Bradley E.

Director February 29, 2024

Director March 3, 2025

/s/ Dominique Mielle

Dominique Mielle

Director February 29, 2024

Director March 3, 2025

Schedule II — Financial Information of Registrant

27 unchanged sentences

Available for sale securities, at fair value

10,872 30,475

Equity securities

8 unchanged sentences

Intercompany payables, net (1)

16,865 48,186

Accrued expenses 15,446 18,055

33 unchanged sentences

Proceeds from sales and maturities of investments 87,901 90,811 —

Proceeds from the sale of businesses — — 125

Proceeds from notes receivable — — 169

Issuance of notes receivable — — ( 432 )

Net cash flows provided by (used in) provided by investing activities 57,904 ( 58,498 ) —

Financing Activities:

Distributions from subsidiaries (1)

Net (contributions to) distributions from subsidiaries (1)

( 29,526 ) 35,906 99,965

6 unchanged sentences

Subsidiary RSU exchanges — — ( 181 )

Cash paid in connection with the vesting of units — — ( 445 )

Net cash provided by (used in) financing activities ( 49,338 ) ( 4,776 ) 149,303

6 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 combines specialty insurance operations with investment management capabilities.

Tiptree’s common stock trades on the Nasdaq Capital Market under the symbol “TIPT.” Tiptree is a holding company that combines specialty insurance operations with investment management capabilities.

We allocate our capital across our insurance operations and other investments.

7 unchanged sentences

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

Certain information and footnote disclosures

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

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

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

1 unchanged sentence

Dividends Received

The Company received distributions of $ 35,906 , $ 99,965 and $ 30,996 for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company received net distributions of $ 0 , $ 35,906 and $ 99,965 for the years ended December 31, 2024, 2023 and 2022, respectively.

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

What changed 10-K

Item 9A. Controls and Procedures