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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 03, 2025

 

 

Tiptree Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

001-33549

38-3754322

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

660 Steamboat Road

2nd Floor

 

Greenwich, Connecticut

 

06830

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 446-1400

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.001 per share

 

TIPT

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

Tiptree Inc. (the “Company”) held a Special Meeting of Stockholders on December 3, 2025 at 4:00pm ET (the “Special Meeting”) to approve the merger and the other transactions contemplated under that certain Agreement and Plan of Merger, dated as of September 26, 2025 (the “Merger Agreement”) among the Company, The Fortegra Group, Inc. and DB Insurance Co. Ltd. as Purchaser, and a subsidiary of Purchaser to be formed in Delaware prior to the closing of the merger (the “Merger Sub”), whereby the Merger Sub will be merged with and into Fortegra and the corporate existence of the Merger Sub will cease and Fortegra will continue as the surviving corporation and a wholly-owned subsidiary of Purchaser (the “Merger Proposal”). The matters voted upon at the Special Meeting and the results of such voting are set forth below:

 

Proposal 1: The Merger Proposal:

For

Against

Abstain

 25,083,703

 5,979,832

126,390

The Merger Proposal was approved.

Proposal 2: Approve one or more adjournments of the Special Meeting:

Because the Merger Proposal was approved, the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies, in the event that there are insufficient votes to approve the Merger Proposal, was rendered moot and was not called for a vote at the Special Meeting.

Item 7.01 Regulation FD Disclosure.

On December 3, 2025, the Company issued a press release announcing the preliminary results of the Special Meeting, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

d) List of Exhibits:

Exhibit

Description

99.1

Tiptree Inc. press release, dated December 3, 2025.

104

Cover Page Interactive Data File (formatted as Inline XBRL).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Tiptree Inc.

 

 

 

 

Date:

December 4, 2025

By:

/s/ Jonathan Ilany

 

 

 

Jonathan Ilany, Chief Executive Officer

 


EX-99.1 2 tipt-ex99_1.htm EX-99.1 EX-99.1

 

EXHIBIT 99.1

Tiptree Announces Shareholder Approval of

Proposed Merger of Fortegra and DB Insurance

GREENWICH, Conn., December 3, 2025 – (BUSINESS WIRE) – Tiptree Inc. (NASDAQ: TIPT) (the “Company” or “Tiptree”) today announced that, at the Company’s Special Meeting of Shareholders (the “Special Meeting”), Tiptree shareholders approved the previously announced Agreement and Plan of Merger (the “Merger Agreement”) by and among Tiptree, The Fortegra Group, Inc. (“Fortegra”) and DB Insurance Co., Ltd. (“DB”), providing for the acquisition by DB of all of the outstanding stock of Fortegra in an all-cash deal by means of a merger of a wholly owned subsidiary of DB with and into Fortegra with Fortegra surviving as a wholly owned subsidiary of DB (the “Merger” and, such proposal, the “Merger Proposal”).

According to the preliminary results, approximately 81% of votes cast at the Special Meeting by all shareholders were voted in favor of the Merger Proposal.

“We appreciate the consideration and overwhelming support from our shareholders in approving the Merger Proposal,” said Michael G. Barnes, Executive Chairman of Tiptree. “This transaction represents a significant milestone in Tiptree’s 18 years of value-creation and we are committed to continuing our strong track record of creating long-term shareholder value.”

Tiptree still expects to close the Merger in mid-2026, subject to customary closing conditions, including the receipt of required regulatory approvals.

The final voting results of the Special Meeting will be reported in a Form 8-K filed by Tiptree with the U.S. Securities and Exchange Commission (the “SEC”).

About Tiptree

Tiptree Inc. (NASDAQ: TIPT) allocates capital to select small and middle market companies with the mission of building long-term value. Established in 2007, Tiptree has a significant track record investing across a variety of industries and asset types, including the insurance, asset management, specialty finance, real estate and shipping sectors. With proprietary access and a flexible capital base, Tiptree seeks to uncover compelling investment opportunities and support management teams in unlocking the full value potential of their businesses. For more information, please visit tiptreeinc.com and follow us on LinkedIn.

 

 


 

Forward-Looking Statements

This communication contains “forward-looking statements” which involve risks, uncertainties and contingencies, many of which are beyond Tiptree's control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about Tiptree’s plans, objectives, expectations and intentions. The forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond the company’s control, are difficult to predict and could cause actual results to differ materially from those expressed or forecast in the forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to those described in the section entitled “Risk Factors” in Tiptree’s Annual Report on Form 10-K, as well as risks related to potential future claims or litigation in connection with the proposed Merger and the potential impact of the same on the timing and ability of the parties to consummate the proposed Merger, and expenses associated with the proposed Merger. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date of this release. The factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of the forward-looking statements. Other unknown or unpredictable factors also could affect the forward-looking statements provided. Consequently, actual performance could be materially different from the results described or anticipated by the forward-looking statements. Given these uncertainties, one should not place undue reliance on these forward-looking statements. Except as required by the federal securities laws, Tiptree undertakes no obligation to update any forward-looking statements.

In light of the risks and uncertainties inherent in all projections, the inclusion of forward-looking statements and projections in this presentation should not be considered as a representation by us or any other person that our objectives or plans will be achieved. For additional information about risks and uncertainties that may cause actual results of the Merger and the other transactions contemplated by the Merger Agreement to differ materially from those described, please refer to our reports filed with the SEC, including without limitation the “Risk Factors” and/or other information included in such reports. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.


 

The forward-looking statements in this communication speak only as of the date of this communication. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.