TIPT · Tiptree Inc.

The First Amendment to the Merger Agreement, executed April 28, 2026, materially advances the Fortegra transaction by eliminating the regulatory hurdle of NYDFS approval for acquiring control of SBAC, Tiptree's subsidiary holding a New York premium finance license. In its place, Fortegra commits to surrendering the license by May 5, 2026, through specific actions including notice delivery, loan receivable disposition via borrower waivers, license return, and DFS cooperation. This shift reduces closing risks and timelines, supporting the anticipated mid-2026 completion of the $1.65 billion all-cash deal yielding Tiptree $1.12 billion in gross proceeds after expenses, based on 69% ownership.

Q1 2026 results reflect Tiptree's transition phase, with continuing operations posting a GAAP net loss of $7.1 million ($(0.19) diluted EPS) driven by $9.0 million expenses amid streamlining, offset partially by non-operating income. Discontinued operations, tied to assets held for sale like Fortegra and Reliance First Capital, delivered $21.4 million net income ($0.53 diluted EPS), lifting total diluted EPS to $0.34. Balance sheet shows $33.4 million cash, $72 million net debt, and $504 million Tiptree equity (book value $13.42/share), with pro-forma $23.80/share post-transactions net of taxes/expenses.

Capital returns remain robust: $5 million share repurchases at $16.13 average and $0.06 dividend (record May 18, payable May 26) underscore owner-like discipline. Management emphasizes long-term value via investments, buybacks, and dividends, with both divestitures on track for mid-2026, positioning Tiptree for streamlined operations and new opportunities in insurance, finance, and real assets.