TIPT 10-Q Quarterly Report March 31, 2025

TIPTREE INC.

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tipt-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


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

For the Quarterly period ended March 31, 2025


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

For the transition period from to

Commission File Number: 001-33549

Tiptree Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland 38-3754322

(State or Other Jurisdiction of Incorporation of Organization (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

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	NASDAQ	Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer x

Non-accelerated filer ¨ Smaller reporting company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

As of April 28, 2025, there were 37,496,977 shares, par value $0.001, of the registrant’s common stock outstanding.

Tiptree Inc.

Quarterly Report on Form 10-Q

March 31, 2025

Table of Contents


ITEM						Page Number
PART I. Financial Information						F- 1
Item 1. Financial Statements (Unaudited)						F- 3
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024						F- 3
C ondensed C onsolidated Statements of Operations for the three months ended March 31, 2025 and 2024						F- 4
C ondensed C onsolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024						F- 5
C ondensed C onsolidated Statements of Changes in Stockholders’ Equity for the periods ended March 31, 2025 and 2024						F- 6
C ondensed C onsolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024						F- 7
Notes to C ondensed C onsolidated Financial Statements						F- 9
























Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						48
Item 3. Quantitative and Qualitative Disclosures About Market Risk						69
Item 4. Controls and Procedures						69

PART II. Other Information						70
Item 1. Legal Proceedings						70
Item 1A. Risk Factors						70
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						70
Item 3. Defaults Upon Senior Securities						70
Item 4. Mine Safety Disclosures						70
Item 5. Other Information						70
Item 6. Exhibits, Financial Statement Schedules						71
Signatures						72

PART I. FINANCIAL INFORMATION

Forward-Looking Statements

Except for the historical information included and incorporated by reference in this Quarterly Report on Form 10-Q, the information included and incorporated by reference herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations, our strategic plans and objectives, and government legislation. When we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions, we intend to identify forward-looking statements.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Our 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in this Quarterly Report on Form 10-Q and in our other public filings with the SEC.

The factors described herein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could affect our forward-looking statements. Consequently, our actual performance could be materially different from the results described or anticipated by our forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by the applicable law, we undertake no obligation to update any forward-looking statements.

Market and Industry Data

Certain market data and industry data included in this Quarterly Report on Form 10-Q were obtained from reports of governmental agencies and industry publications and surveys. We believe the data from third-party sources to be reliable based upon our management’s knowledge of the industry, but have not independently verified such data and as such, make no guarantees as to its accuracy, completeness or timeliness.

Note to Reader

In reading this Quarterly Report on Form 10-Q, references to:

“2017 Notes” means our insurance subsidiaries’ 8.50% Fixed Rate Resetting Junior Subordinated Notes due in October 2057.

“2024 Notes” means our insurance subsidiaries’ 9.25% Fixed Rate Resetting Junior Subordinated Notes due in November 2064.

“A.M. Best” means A.M. Best Company, Inc.

“E&S” means excess and surplus.

“EBITDA” means earnings before interest, taxes, depreciation and amortization.

“EBITDAR” means earnings before interest, taxes, depreciation and amortization, and restructuring or rent costs.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fannie Mae” means Federal National Mortgage Association.

“Fortegra” or “The Fortegra Group” means The Fortegra Group, Inc. and its subsidiaries.

“Fortegra Additional Warrants” means the additional warrants issued to Warburg and Tiptree Holdings to acquire Fortegra Common Stock.

“Fortegra Additional Warrants (Warburg)” means the Fortegra Additional Warrants issued to Warburg.

“Fortegra Common Stock” means the common stock of Fortegra.

“Fortegra Plan” means the 2022 Equity Incentive Plan of Fortegra.

“Fortegra Preferred Stock” means the 5,333,333 shares of Series A Preferred Stock of Fortegra issued to Warburg.

“Fortegra Warrants” means the warrants to purchase shares of Fortegra Common Stock.

“Fortress” means Fortress Credit Corp., as administrative agent, collateral agent and lead arranger, and affiliates of Fortress that are lenders under the Credit Agreement among the Company, Fortress and the lenders party thereto.

“Freddie Mac” means Federal Home Loan Mortgage Corporation.

“GAAP” means U.S. generally accepted accounting principles.

“Ginnie Mae” means Government National Mortgage Association.

“GSE” means government-sponsored enterprise.

F - 1

“Invesque” means Invesque Inc.

“NAIC” means the National Association of Insurance Commissioners.

“Reliance” means Reliance First Capital, LLC.

“Securities Act” means the Securities Act of 1933, as amended.

“SOFR” means the Secured Overnight Financing Rate.

“Tiptree”, the “Company”, “we”, “its”, “us” and “our” means, unless otherwise indicated by the context, Tiptree Inc. and its consolidated subsidiaries.

“Tiptree Advisors” means collectively: Tiptree Advisors Holdings, L.P., Tiptree Advisors, LLC, Tiptree GP Holdings, LLC and Tiptree Holdings GP, LLC.

“Tiptree Holdings” means Tiptree Holdings LLC.

“Transition Services Agreement” means the Amended and Restated Transition Services Agreement between Tiptree Advisors and Tiptree Inc., effective as of January 1, 2019.

“Warburg” means WP Falcon Aggregator, L.P., a Delaware limited partnership affiliated with funds advised or managed by Warburg Pincus LLC.

“WP Transaction” means the $200 million strategic investment in Fortegra by Warburg.

F - 2

TIPTREE INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)


	As of
	March 31, 2025		December 31, 2024


Assets:
Investments:
Available for sale securities, at fair value, net of allowance for credit losses	$	1,156,801	$	1,107,929
Loans, at fair value	89,691		81,330
Equity securities	135,156		108,620
Other investments	52,413		53,084
Total investments	1,434,061		1,350,963
Cash and cash equivalents	342,282		320,067
Restricted cash	85,676		96,197
Notes and accounts receivable, net	798,438		799,131
Reinsurance recoverable	1,121,010		992,883
Prepaid reinsurance premiums	969,012		1,046,253
Deferred acquisition costs	554,386		565,872
Goodwill	206,496		206,706
Intangible assets, net	100,232		102,859
Other assets	207,899		213,858

Total assets	$	5,819,492	$	5,694,789

Liabilities and Stockholders’ Equity
Liabilities:
Debt, net	$	495,269	$	427,089
Unearned premiums	1,732,009		1,766,068
Policy liabilities and unpaid claims	1,421,537		1,298,081
Deferred revenue	678,617		695,772
Reinsurance payable	361,711		443,083
Other liabilities and accrued expenses	446,887		407,925

Total liabilities	$	5,136,030	$	5,038,018

Stockholders’ Equity:
Preferred stock: $ 0.001 par value, 100,000,000 shares authorized, none issued or outstanding	$	—	$	—
Common stock: $ 0.001 par value, 200,000,000 shares authorized, 37,493,883 and 37,255,838 shares issued and outstanding, respectively	37		37
Additional paid-in capital	394,149		389,693
Accumulated other comprehensive income (loss), net of tax	( 19,557 )		( 27,750 )
Retained earnings	99,090		95,718
Total Tiptree Inc. stockholders’ equity	473,719		457,698
Non-controlling interests:
Fortegra preferred interests	77,679		77,679
Common interests	132,064		121,394
Total non-controlling interests	209,743		199,073
Total stockholders’ equity	683,462		656,771
Total liabilities and stockholders’ equity	$	5,819,492	$	5,694,789

See accompanying notes to condensed consolidated financial statements.

F-3

TIPTREE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share data)


	Three Months Ended March 31,

		2025		2024
Revenues:
Earned premiums, net		$	363,437	$	347,310
Service and administrative fees		97,298		110,487
Ceding commissions		3,633		2,744
Net investment income		11,729		6,758
Net realized and unrealized gains (losses)		6,831		15,624
Other revenue		14,498		15,298
Total revenues		497,426		498,221
Expenses:
Policy and contract benefits		209,313		207,664
Commission expense		151,600		156,948
Employee compensation and benefits		55,084		49,186
Interest expense		10,360		8,290
Depreciation and amortization		4,881		5,568
Other expenses		40,838		40,866
Total expenses		472,076		468,522
Income (loss) before taxes		25,350		29,699
Less: provision (benefit) for income taxes		12,382		13,818
Net income (loss)		12,968		15,881
Less: net income (loss) attributable to non-controlling interests		7,333		6,831
Net income (loss) attributable to common stockholders		$	5,635	$	9,050

Net income (loss) per common share:
Basic earnings per share		$	0.15	$	0.24
Diluted earnings per share		$	0.13	$	0.22

Weighted average number of common shares:
Basic		37,348,219		36,769,810
Diluted		38,447,518		37,779,412

Dividends declared per common share		$	0.06	$	0.06

See accompanying notes to condensed consolidated financial statements.

F-4

TIPTREE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)


	Three Months Ended March 31,

		2025		2024
Net income (loss)		$	12,968	$	15,881

Other comprehensive income (loss), net of tax:
Change in unrealized gains (losses) on available for sale securities		9,919		( 4,756 )
Change in unrealized currency translation adjustments		5,910		420
Related (provision) benefit for income taxes		( 4,625 )		1,796
Other comprehensive income (loss), net of tax		11,204		( 2,540 )
Comprehensive income (loss)		24,172		13,341
Less: comprehensive income (loss) attributable to non-controlling interests		10,344		6,146
Comprehensive income (loss) attributable to common stockholders		$	13,828	$	7,195

See accompanying notes to condensed consolidated financial statements.

F-5

TIPTREE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(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 Tiptree Inc. stockholders’ equity		Fortegra preferred interests		Common interests		Total stockholders' equity
Balance at December 31, 2024	37,255,838	$	37	$	389,693	$	( 27,750 )	$	95,718	$	457,698	$	77,679	$	121,394	$	656,771

Amortization of share-based incentive compensation	—	—		6,805		—		—		6,805		—		2,042		8,847
Vesting of share-based incentive compensation	238,045	—		( 2,349 )		—		—		( 2,349 )		—		( 138 )		( 2,487 )









Common stock dividends declared	—	—		—		—		( 2,263 )		( 2,263 )		—		—		( 2,263 )
Other comprehensive income (loss), net of tax	—	—		—		8,193		—		8,193		—		3,011		11,204
Subsidiary preferred dividends declared	—	—		—		—		( 1,578 )		( 1,578 )		—		—		( 1,578 )
Net income (loss)	—	—		—		—		7,213		7,213		—		5,755		12,968
Balance at March 31, 2025	37,493,883	$	37	$	394,149	$	( 19,557 )	$	99,090	$	473,719	$	77,679	$	132,064	$	683,462


	Common stock											Non-controlling interests
	Number of shares	Par value		Additional paid-in capital		Accumulated other comprehensive income (loss)		Retained earnings		Total Tiptree Inc. stockholders’ equity		Fortegra preferred interests		Common interests		Total stockholders' equity
Balance at December 31, 2023	36,756,187	$	37	$	382,239	$	( 26,073 )	$	60,663	$	416,866	$	77,679	$	82,020	$	576,565

Amortization of share-based incentive compensation	—	—		2,984		—		—		2,984		—		723		3,707
Vesting of share-based incentive compensation	25,094	—		( 85 )		—		—		( 85 )		—		( 622 )		( 707 )





Non-controlling interest contributions	—	—		—		—		—		—		—		9,621		9,621
Non-controlling interest distributions	—	—		—		—		—		—		—		( 69 )		( 69 )


Common stock dividends declared	—	—		—		—		( 2,225 )		( 2,225 )		—		—		( 2,225 )
Other comprehensive income (loss), net of tax	—	—		—		( 1,855 )		—		( 1,855 )		—		( 685 )		( 2,540 )
Subsidiary preferred dividends declared	—	—		—		—		( 1,595 )		( 1,595 )		—		—		( 1,595 )
Net income (loss)	—	—		—		—		10,645		10,645		—		5,236		15,881
Balance at March 31, 2024	36,781,281	$	37	$	385,138	$	( 27,928 )	$	67,488	$	424,735	$	77,679	$	96,224	$	598,638

See accompanying notes to condensed consolidated financial statements.

F-6

TIPTREE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three Months Ended March 31,

	2025		2024
Operating Activities:
Net income (loss) attributable to common stockholders	$	5,635	$	9,050
Net income (loss) attributable to non-controlling interests	7,333		6,831
Net income (loss)	12,968		15,881
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Net realized and unrealized (gains) losses	( 6,831 )		( 15,624 )

Non-cash compensation expense	9,208		3,845
Amortization/accretion of premiums and discounts	( 1,263 )		( 1,736 )
Depreciation and amortization expense	4,881		5,568
Non-cash lease expense	1,838		1,990
Deferred provision (benefit) for income taxes	5,840		12,779
Amortization of deferred financing costs	416		300
Change in fair value of liability classified warrants	2,019		4,211

Other	18		217
Changes in operating assets and liabilities:
Mortgage loans originated for sale	( 209,142 )		( 210,402 )
Proceeds from the sale of mortgage loans originated for sale	209,929		218,116
(Increase) decrease in notes and accounts receivable	( 19,482 )		( 34,191 )
(Increase) decrease in reinsurance recoverable	( 128,127 )		42,838
(Increase) decrease in prepaid reinsurance premiums	77,241		( 7,234 )
(Increase) decrease in deferred acquisition costs	11,486		873
(Increase) decrease in other assets	2,011		( 1,109 )
Increase (decrease) in unearned premiums	( 34,059 )		( 35,408 )
Increase (decrease) in policy liabilities and unpaid claims	123,456		117,571
Increase (decrease) in deferred revenue	( 17,155 )		( 725 )
Increase (decrease) in reinsurance payable	( 81,372 )		( 4,253 )
Increase (decrease) in other liabilities and accrued expenses	2,799		( 50,803 )
Net cash provided by (used in) operating activities	( 33,321 )		62,704
Investing Activities:
Purchases of investments	( 172,509 )		( 282,567 )
Proceeds from sales and maturities of investments	136,119		326,829

Purchases of property, plant and equipment	( 1,121 )		( 787 )

Proceeds from notes receivable	42,313		23,872
Issuance of notes receivable	( 22,874 )		( 26,878 )

Net cash provided by (used in) investing activities	( 18,072 )		40,469
Financing Activities:
Dividends paid	( 3,876 )		( 3,820 )

Net non-controlling interest (redemptions) contributions and other	( 2,552 )		8,751





Payment of debt issuance costs	( 2,324 )		( 140 )
Proceeds from borrowings and mortgage notes payable	331,115		253,892
Principal paydowns of borrowings and mortgage notes payable	( 261,063 )		( 250,706 )

Net cash provided by (used in) financing activities	61,300		7,977
Effect of exchange rate changes on cash	1,787		( 754 )
Net increase (decrease) in cash, cash equivalents and restricted cash	11,694		110,396
Cash, cash equivalents and restricted cash – beginning of period	416,264		492,561



Cash, cash equivalents and restricted cash – end of period	$	427,958	$	602,957





Supplemental Schedule of Non-Cash Investing and Financing Activities:
Right of use asset obtained in exchange for lease liability	$	3,257	$	—





	As of
Reconciliation of cash, cash equivalents and restricted cash	March 31, 2025		December 31, 2024


Cash and cash equivalents	$	342,282	$	320,067
Restricted cash	85,676		96,197
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	427,958	$	416,264

F-7

TIPTREE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

See accompanying notes to condensed consolidated financial statements.

F-8

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(1) Organization

Tiptree Inc. (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. We classify our business into two reportable segments: Insurance and Mortgage. 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.

As of March 31, 2025, 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 (15) Stockholders' Equity for additional information.

(2) Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements of Tiptree have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and include the accounts of the Company and its subsidiaries. The condensed consolidated financial statements are presented in U.S. dollars, the main operating currency of the Company. The unaudited condensed consolidated financial statements presented herein should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, including normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, comprehensive income and cash flows for each of the interim periods presented. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2025.

Non-controlling interests (NCI) on the condensed consolidated balance sheets represent the ownership interests in certain consolidated subsidiaries held by entities or persons other than Tiptree. Accounts and transactions between consolidated entities have been eliminated.

Recent Accounting Standards

Recently Adopted Accounting Pronouncements

During the three months ended March 31, 2025, there were no accounting standards adopted by the Company.

F-9

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

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	The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. Investors, lenders, creditors, and other allocators of capital (collectively, “investors”) indicated that the existing income tax disclosures should be enhanced to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows.	The amendments in this update are effective for annual periods beginning after December 15, 2024.	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: 1. 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. 2. 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. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. 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) Operating Segment Data

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 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. We refer to our non-insurance operations, assets and other investments, comprised of our Mortgage reportable segment and our non-reportable operating segments and other business activities, as Tiptree Capital. Corporate activities include holding company interest expense, employee compensation and benefits, and other expenses.

For the three months ended March 31, 2025 and 2024, 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 Income (loss) before taxes and other information provided in tables below to allocate resources and assess performance. Our reportable segments’ income or loss is reported before income taxes and non-controlling interests. Segment results incorporate the revenues and expenses of these subsidiaries since they commenced operations or were acquired. Intercompany transactions are eliminated.

Descriptions of our Insurance reportable segment and Tiptree Capital, including our Mortgage reportable segment, are as follows:

Insurance operations are conducted through Fortegra, which is a leading provider of specialty insurance products and related services. Fortegra designs, markets and underwrites specialty property and casualty insurance products incorporating value-added coverages and services for select target markets or niches. 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

F-10

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

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:


	As of March 31, 2025

	Insurance		Mortgage		Segments subtotal		Other		Corporate		Total
Total assets	$	5,493,098	$	214,697	$	5,707,795	$	90,773	$	20,924	$	5,819,492

	Three Months Ended March 31, 2025


	Insurance		Mortgage		Segments subtotal		Other		Corporate		Total
Revenues:
Earned premiums, net	$	363,437	$	—	$	363,437	$	—	$	—	$	363,437
Service and administrative fees	97,298		—		97,298		—		—		97,298
Ceding commissions	3,633		—		3,633		—		—		3,633
Net investment income	11,729		—		11,729		—		—		11,729
Net realized and unrealized gains (losses)	( 3,419 )		9,510		6,091		740		—		6,831
Other revenue	7,903		5,669		13,572		926		—		14,498
Total revenues	480,581		15,179		$	495,760	1,666		—		497,426
Expenses:
Policy and contract benefits	209,313		—		209,313		—		—		209,313
Commission expense	151,600		—		151,600		—		—		151,600
Employee compensation and benefits	36,435		9,316		45,751		102		9,231		55,084
Interest expense	8,886		302		9,188		—		1,172		10,360
Depreciation and amortization	4,450		74		4,524		—		357		4,881
Other expenses	31,843		5,697		37,540		1,380		1,918		40,838
Total expense	442,527		15,389		457,916		1,482		12,678		472,076
Income (loss) before taxes	38,054		( 210 )		37,844		184		( 12,678 )		25,350
Less: provision (benefit) for income taxes											12,382

Net income (loss)											12,968
Less: net income (loss) attributable to non-controlling interests											7,333
Net income (loss) attributable to common stockholders											$	5,635

F-11

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)


	As of 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

	Three Months Ended March 31, 2024


	Insurance		Mortgage		Segments subtotal		Other		Corporate		Total
Revenues:
Earned premiums, net	$	347,310	$	—	$	347,310	$	—	$	—	$	347,310
Service and administrative fees	110,487		—		110,487		—		—		110,487
Ceding commissions	2,744		—		2,744		—		—		2,744
Net investment income	6,758		—		6,758		—		—		6,758
Net realized and unrealized gains (losses)	2,819		10,664		13,483		2,141		—		15,624
Other revenue	8,638		5,227		13,865		1,433		—		15,298
Total revenues	478,756		15,891		494,647		3,574		—		498,221
Expenses:
Policy and contract benefits	207,664		—		207,664		—		—		207,664
Commission expense	156,948		—		156,948		—		—		156,948
Employee compensation and benefits	31,450		9,239		40,689		107		8,390		49,186
Interest expense	7,639		651		8,290		—		—		8,290
Depreciation and amortization	5,083		125		5,208		—		360		5,568
Other expenses	33,161		5,123		38,284		474		2,108		40,866
Total expense	441,945		15,138		457,083		581		10,858		468,522
Income (loss) before taxes	36,811		753		37,564		2,993		( 10,858 )		29,699
Less: provision (benefit) for income taxes											13,818

Net income (loss)											15,881
Less: net income (loss) attributable to non-controlling interests											6,831
Net income (loss) attributable to common stockholders											$	9,050

The Company conducts its operations primarily in the U.S. with 4.6 % and 5.2 % of total revenues generated overseas for the three months ended March 31, 2025 and 2024, respectively.

F-12

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(4) Investments

The following table presents the Company’s investments related to insurance operations and other Tiptree investing activities, measured at fair value as of the following periods:


	As of March 31, 2025
			Tiptree Capital
	Insurance		Mortgage		Other		Total
Available for sale securities, at fair value, net of allowance for credit losses	$	1,136,452	$	—	$	20,349	$	1,156,801
Loans, at fair value	9,283		80,408		—		89,691
Equity securities	128,218		—		6,938		135,156
Other investments	48,057		4,356		—		52,413
Total investments	$	1,322,010	$	84,764	$	27,287	$	1,434,061


	As of December 31, 2024
			Tiptree Capital
	Insurance		Mortgage		Other		Total
Available for sale securities, at fair value, net of allowance for credit losses	$	1,097,057	$	—	$	10,872	$	1,107,929
Loans, at fair value	10,272		71,058		—		81,330
Equity securities	104,468		—		4,152		108,620
Other investments	49,983		3,101		—		53,084
Total investments	$	1,261,780	$	74,159	$	15,024	$	1,350,963

Available for Sale Securities, at fair value

A majority of the Company’s investments in Available for Sale Securities, at fair value, net of allowance for credit losses (AFS securities) as of March 31, 2025 and December 31, 2024 are held by subsidiaries in the insurance segment. The following tables present the Company’s investments in AFS securities:


	As of March 31, 2025
	Amortized cost		Allowance for credit losses (1)		Gross unrealized gains		Gross unrealized losses		Fair value
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	432,710	$	—	$	460	$	( 25,732 )	$	407,438
Obligations of state and political subdivisions	39,551		( 1 )		14		( 2,350 )		37,214
Corporate securities	672,658		( 2,460 )		4,809		( 6,371 )		668,636
Asset backed securities	20,272		( 20 )		1		( 1,428 )		18,825
Certificates of deposit	1,145		—		—		—		1,145
Obligations of foreign governments	23,667		( 2 )		2		( 124 )		23,543
Total	$	1,190,003	$	( 2,483 )	$	5,286	$	( 36,005 )	$	1,156,801

F-13

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)


	As of December 31, 2024
	Amortized cost		Allowance for credit losses (1)		Gross unrealized gains		Gross unrealized losses		Fair value
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	426,002	$	—	$	611	$	( 30,970 )	$	395,643
Obligations of state and political subdivisions	41,593		( 1 )		—		( 2,917 )		38,675
Corporate securities	605,517		( 3,157 )		3,177		( 7,403 )		598,134
Asset backed securities	25,455		( 68 )		4		( 2,531 )		22,860
Certificates of deposit	1,145		—		—		—		1,145
Obligations of foreign governments	51,857		( 1 )		—		( 384 )		51,472
Total	$	1,151,569	$	( 3,227 )	$	3,792	$	( 44,205 )	$	1,107,929

(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. Amount excludes unrealized losses relating to non-credit factors.

The amortized cost and fair values of AFS securities, by contractual maturity date, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	As of
	March 31, 2025				December 31, 2024
	Amortized cost		Fair value		Amortized cost		Fair value
Due in one year or less	$	253,753	$	252,810	$	250,036	$	249,392
Due after one year through five years	476,528		472,110		438,322		430,597
Due after five years through ten years	219,445		216,884		223,969		201,948
Due after ten years	220,005		196,172		213,787		203,132
Asset backed securities	20,272		18,825		25,455		22,860
Total	$	1,190,003	$	1,156,801	$	1,151,569	$	1,107,929

The following tables present the gross unrealized losses on AFS securities by length of time that individual AFS securities have been in a continuous unrealized loss position for less than twelve months, and twelve months or greater and do not have an allowance for credit losses:


	As of March 31, 2025
	Less Than or Equal to One Year					More Than One Year
	Fair value		Gross unrealized losses		# of Securities (1)	Fair value		Gross unrealized losses		# of Securities (1)
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	87,327	$	( 2,710 )	68	$	176,372	$	( 23,022 )	521
Obligations of state and political subdivisions	3,906		( 39 )		21	29,422		( 2,311 )		85
Corporate securities	262,350		( 2,291 )		637	93,902		( 4,080 )		336
Asset backed securities	1,433		( 16 )		18	17,357		( 1,412 )		112
Obligations of foreign governments	16,047		( 29 )		2	1,293		( 95 )		5
Total	$	371,063	$	( 5,085 )	746	$	318,346	$	( 30,920 )	1,059

F-14

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)


	As of December 31, 2024
	Less Than or Equal to One Year					More Than One Year
	Fair value		Gross unrealized losses		# of Securities (1)	Fair value		Gross unrealized losses		# of Securities (1)
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	118,269	$	( 4,359 )	612	$	176,083	$	( 26,611 )	570
Obligations of state and political subdivisions	5,856		( 77 )		147	31,769		( 2,840 )		96
Corporate securities	293,224		( 2,156 )		958	103,002		( 5,247 )		385
Asset backed securities	—		—		—	21,756		( 2,531 )		130
Obligations of foreign governments	48,346		( 266 )		15	1,273		( 118 )		6
Total	$	465,695	$	( 6,858 )	1,732	$	333,883	$	( 37,347 )	1,187

(1) Presented in whole numbers.

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 March 31, 2025 until full recovery of their amortized cost basis.

The table below presents a roll-forward of the activity in the allowance for credit losses on AFS securities by type as of March 31, 2025:


	Obligations of state and political subdivisions		Corporate securities		Asset backed securities		Obligations of foreign governments		Total
Balance at December 31, 2023	$	( 1 )	$	( 73 )	$	( 10 )	$	—	$	( 84 )
(Increase) in allowance for credit losses	—		( 61 )		( 16 )		—		( 77 )
Additions for AFS securities purchased with credit deterioration during the year	—		( 52 )		—		—		( 52 )
Reduction in credit losses due to AFS securities sold during the year	—		1		—		—		1
Gains from recoveries of amounts previously written off	—		6		—		—		6
Balance at March 31, 2024	$	( 1 )	$	( 179 )	$	( 26 )	$	—	$	( 206 )

Balance at December 31, 2024	$	( 1 )	$	( 3,157 )	$	( 68 )	$	( 1 )	$	( 3,227 )
(Increase) in allowance for credit losses	—		( 394 )		( 3 )		—		( 397 )
Additions for AFS securities purchased with credit deterioration during the year	—		( 435 )		—		( 2 )		( 437 )
Reduction in credit losses due to AFS securities sold during the year	—		125		49		1		175

Gains from recoveries of amounts previously written off	—		1,401		2		—		1,403
Balance at March 31, 2025	$	( 1 )	$	( 2,460 )	$	( 20 )	$	( 2 )	$	( 2,483 )

The Company applies a discounted cash flow model, based on assumptions and model outputs provided by an investment management company, in determining its lifetime expected credit losses on AFS securities. 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, including Current Expected Credit Losses (CECL)) on AFS securities recorded by the Company for the following period:

F-15

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)


	Three Months Ended March 31,

		2025		2024
Net gains from recoveries (credit losses) on AFS securities		$	727	$	( 122 )

Pursuant to certain statutory licensing requirements, the Company has deposited $ 24,349 of invested assets in insurance department safekeeping accounts as of March 31, 2025. The Company also has deposited invested assets in custody accounts pursuant to certain reinsurance agreements. The Company cannot remove or replace investments in such safekeeping and custody accounts without prior approval of the regulatory authority or contractual party, as applicable. The following table presents the Company’s restricted investments included in the Company’s AFS securities:


	As of
	March 31, 2025		December 31, 2024




Fair value of restricted investments	$	53,577	$	45,483

The following table presents additional information on the Company’s AFS securities:


	Three Months Ended March 31,

		2025		2024
Purchases of AFS securities		$	153,699	$	167,933

Proceeds from maturities, calls and prepayments of AFS securities		$	82,017	$	170,427



Gross proceeds from sales of AFS securities		$	39,457	$	14,812

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


	Three Months Ended March 31,

		2025		2024
Gross realized gains		$	450	$	—
Gross realized (losses)		$	( 1,071 )	( 116 )
Total net realized gains (losses) from investment sales and redemptions		$	( 621 )	$	( 116 )

F-16

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

Loans, at fair value

The following table presents the Company’s investments in loans measured at fair value and the Company’s investments in loans measured at fair value pledged as collateral:


	As of March 31, 2025								As of December 31, 2024
	Fair value		Unpaid principal balance (UPB)		Fair value exceeds / (below) UPB		Pledged as collateral		Fair value		Unpaid principal balance (UPB)		Fair value exceeds / (below) UPB		Pledged as collateral
Insurance:
Corporate loans (1)	$	9,283	$	12,927	$	( 3,644 )	$	—	$	10,272	$	12,927	$	( 2,655 )	$	—

Mortgage:
Mortgage loans held for sale (2)	80,408		78,097		2,311		79,713		71,058		70,074		984		70,361
Total loans, at fair value	$	89,691	$	91,024	$	( 1,333 )	$	79,713	$	81,330	$	83,001	$	( 1,671 )	$	70,361

(1) The cost basis of Corporate loans was approximately $ 12,927 at March 31, 2025 and December 31, 2024.

(2) As of March 31, 2025, there were two mortgage loans held for sale that were 90 days or more past due. As of December 31, 2024, 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 exchange traded funds. 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:


	As of March 31, 2025
	Insurance				Tiptree Capital - Other				Total
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value

Exchange traded funds	$	7,118	$	6,736	$	—	$	—	$	7,118	$	6,736
Other equity securities	124,722		121,482		7,464		6,938		132,186		128,420
Total equity securities	$	131,840	$	128,218	$	7,464	$	6,938	$	139,304	$	135,156


	As of December 31, 2024
	Insurance				Tiptree Capital - Other				Total
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value

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
Total equity securities	$	105,735	$	104,468	$	4,967	$	4,152	$	110,702	$	108,620

Other Investments

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


	As of March 31, 2025
			Tiptree Capital
	Insurance		Mortgage		Other		Total
Corporate bonds (1)	$	3,401	$	—	$	—	$	3,401

Debentures	22,729		—		—		22,729

Investment in credit fund	21,927		—		—		21,927
Other	—		4,356		—		4,356
Total other investments	$	48,057	$	4,356	$	—	$	52,413

F-17

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)


	As of December 31, 2024
			Tiptree Capital
	Insurance		Mortgage		Other		Total
Corporate bonds (1)	$	3,331	$	—	$	—	$	3,331

Debentures	25,320		—		—		25,320
Investment in credit fund	21,332		—		—		21,332
Other	—		3,101		—		3,101
Total other investments	$	49,983	$	3,101	$	—	$	53,084

(1) The cost basis of corporate bonds was $ 3,381 and $ 3,139 as of March 31, 2025 and December 31, 2024, respectively.

Net Investment Income - Insurance

Net investment income represents investment income and expense from investments related to insurance operations as disclosed within net investment income on the condensed consolidated statements of operations. The following table presents the components of net investment income by source of income:


	Three Months Ended March 31,

		2025		2024
Interest:
AFS securities		$	12,228	$	6,611
Loans, at fair value		16		40
Other investments		1,309		1,861
Dividends from equity securities		309		86

Subtotal		13,862		8,598
Less: investment expenses		2,133		1,840
Net investment income		$	11,729	$	6,758

Other Investment Income - Tiptree Capital

Other investment income represents revenue from non-insurance activities as disclosed within other revenue on the condensed consolidated statements of operations, see Note (14) Other Revenue and Other Expenses. The following tables present the components of other investment income by type:


	Three Months Ended March 31,

		2025		2024

Interest income from Loans, at fair value		$	862	$	816

Loan fee income		4,739		4,381
Other		660		1,019
Other investment income		$	6,261	$	6,216

Net Realized and Unrealized Gains (Losses)

The following table presents the components of net realized and unrealized gains (losses) recorded on the condensed consolidated statements of operations. Net unrealized gains (losses) on AFS securities are included within other comprehensive income (loss) (OCI), net of tax, and, as such, are not included in this table. Net realized and unrealized gains (losses) on non-investment related financial assets and liabilities are included below:


	Three Months Ended March 31,

		2025		2024
Net realized gains (losses)
Insurance:
Reclass of unrealized gains (losses) on AFS securities from OCI		$	( 621 )	$	( 116 )
Net gains from recoveries (credit losses) on AFS securities		—		( 122 )
Net realized gains (losses) on loans		—		58

F-18

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)


Net realized gains (losses) on equity securities	( 268 )		1,188
Net realized gains (losses) on corporate bonds	—		2,435
Other	( 3 )		( 963 )
Tiptree Capital
Mortgage:
Net realized gains (losses) on loans	9,880		10,823
Other	( 157 )		159
Other:


Net realized gains (losses) on equity securities	—		9,490

Total net realized gains (losses)	$	8,831	$	22,952

Net unrealized gains (losses)
Insurance:
Net change in unrealized gains (losses) on loans	$	( 988 )	$	( 124 )
Net gains from recoveries (credit losses) on AFS securities	727		—
Net unrealized gains (losses) on equity securities held at period end	( 2,361 )		3,022


Reclass of unrealized (gains) losses from prior periods for equity securities sold (1)	—		( 53 )
Other	95		( 2,506 )
Tiptree Capital
Mortgage:
Net change in unrealized gains (losses) on loans	1,326		( 445 )
Other	( 1,539 )		127
Other:

Net unrealized gains (losses) on equity securities held at period end	288		( 959 )
Reclass of unrealized (gains) losses from prior periods for equity securities sold	—		( 6,390 )
Other	452		—
Total net unrealized gains (losses)	( 2,000 )		( 7,328 )
Total net realized and unrealized gains (losses)	$	6,831	$	15,624

(5) Notes and Accounts Receivable, net

The following table presents the total notes and accounts receivable, net:




	As of
	March 31, 2025		December 31, 2024
Accounts and premiums receivable, net	$	353,127	$	341,613
Retrospective commissions receivable	301,896		286,314
Notes receivable, net	117,152		138,162

Other receivables	26,263		33,042
Total notes and accounts receivable, net	$	798,438	$	799,131

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


	Valuation allowance					Bad Debt Expense


	As of				Three Months Ended March 31,
	March 31, 2025		December 31, 2024			2025		2024
Notes receivable, net - premium financing program (1)	$	27	$	26		$	7	$	45

Accounts and premiums receivable, net	$	328	$	294		$	11	$	172

(1) As of March 31, 2025 and December 31, 2024, there were $ 26 and $ 37 in balances classified as 90 days plus past due, respectively.

F-19

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(6) Reinsurance Recoverable and Prepaid Reinsurance Premiums

The following table presents the effect of reinsurance on premiums written and earned by our insurance business for the following periods:


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





























Three Months Ended March 31, 2025
Premiums written:
Life insurance	$	16,570	$	8,878	$	41	$	7,733	0.5	%
Accident and health insurance	27,505		18,944		46		8,607		0.5	%
Property and liability insurance	494,657		281,100		127,792		341,349		37.4	%
Total premiums written	$	538,732	$	308,922	$	127,879	$	357,689	35.8	%

Premiums earned:
Life insurance	$	19,306	$	9,881	$	82	$	9,507	0.9	%
Accident and health insurance	31,417		21,156		52		10,313		0.5	%
Property and liability insurance	503,540		300,911		140,988		343,617		41.0	%
Total premiums earned	$	554,263	$	331,948	$	141,122	$	363,437	38.8	%




Three Months Ended March 31, 2024
Premiums written:
Life insurance	$	17,344	$	8,935	$	231	$	8,640	2.7	%
Accident and health insurance	29,978		20,101		415		10,292		4.0	%
Property and liability insurance	409,785		222,664		112,098		299,219		37.5	%
Total premiums written	$	457,107	$	251,700	$	112,744	$	318,151	35.4	%

Premiums earned:
Life insurance	$	20,693	$	10,621	$	214	$	10,286	2.1	%
Accident and health insurance	34,070		23,081		418		11,407		3.7	%
Property and liability insurance	400,830		215,897		140,684		325,617		43.2	%
Total premiums earned	$	455,593	$	249,599	$	141,316	$	347,310	40.7	%

The following table presents the components of policy and contract benefits, including the effect of reinsurance on losses and loss adjustment expenses (LAE) incurred:


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

















Three Months Ended March 31, 2025
Losses and LAE Incurred
Life insurance	$	10,300	$	6,136	$	—	$	4,164	—	%
Accident and health insurance	5,015		4,005		( 1 )		1,009		( 0.1 )	%
Property and liability insurance	241,901		184,710		117,484		174,675		67.3	%
Total losses and LAE incurred	$	257,216	$	194,851	$	117,483	$	179,848	65.3	%
	Member benefit claims (1)						29,465
	Total policy and contract benefits						$	209,313

F-20

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)


Three Months Ended March 31, 2024
Losses and LAE Incurred
Life insurance	$	12,201	$	6,717	$	( 32 )	$	5,452	( 0.6 )	%
Accident and health insurance	5,529		4,058		871		2,342		37.2	%
Property and liability insurance	181,685		104,395		90,296		167,586		53.9	%
Total losses and LAE incurred	$	199,415	$	115,170	$	91,135	$	175,380	52.0	%
	Member benefit claims (1)						32,284
	Total policy and contract benefits						$	207,664

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

The following table presents the components of the reinsurance recoverable:


	As of
	March 31, 2025		December 31, 2024


Ceded claim reserves:
Life insurance	$	4,300	$	4,621
Accident and health insurance	24,951		24,836
Property and liability insurance	683,557		607,250
Total ceded claim reserves recoverable	712,808		636,707
Other reinsurance settlements recoverable	408,202		356,176
Total reinsurance recoverable	$	1,121,010	$	992,883

The following table presents the components of prepaid reinsurance premiums:


	As of
	March 31, 2025		December 31, 2024


Prepaid reinsurance premiums:
Life insurance (1)	$	70,121	$	71,427
Accident and health insurance (1)	70,331		72,840
Property and liability insurance	828,560		901,986
Total prepaid reinsurance premiums	$	969,012	$	1,046,253

(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:


	As of
	March 31, 2025

Total of the three largest receivable balances from non-affiliated reinsurers	$	251,039

As of March 31, 2025, the non-affiliated reinsurers from whom our insurance business has the largest receivable balances were: Allianz Global Risks US Insurance Company (A.M. Best Rating: A+ rated), Allianz Reinsurance America, Inc. (A.M. Best Rating: A+ rated), and Ferian Re, LTD (A.M. Best Rating: Not Rated). 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 A.M. Best ratings of its reinsurers periodically. As of March 31, 2025, 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 A.M. Best rating.

F-21

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(7) Goodwill and Intangible Assets, net

The following table presents identifiable finite and indefinite-lived intangible assets, accumulated amortization, and goodwill by operating segment and/or reporting unit, as appropriate:


	As of March 31, 2025						As of December 31, 2024
Finite-Lived Intangible Assets:	Insurance		Other		Total			Insurance		Other		Total

Customer relationships	$	163,090	$	—	$	163,090		$	162,520	$	—	$	162,520
Accumulated amortization	( 90,473 )		—		( 90,473 )			( 87,610 )		—		( 87,610 )
Trade names	16,246		800		17,046			16,202		800		17,002
Accumulated amortization	( 10,174 )		( 780 )		( 10,954 )			( 9,869 )		( 760 )		( 10,629 )
Software licensing	17,474		640		18,114			17,238		640		17,878
Accumulated amortization	( 10,931 )		( 640 )		( 11,571 )			( 10,705 )		( 640 )		( 11,345 )
Insurance policies and contracts acquired	36,500		—		36,500			36,500		—		36,500
Accumulated amortization	( 36,500 )		—		( 36,500 )			( 36,500 )		—		( 36,500 )
Other	1,094		—		1,094			1,081		—		1,081
Accumulated amortization	( 875 )		—		( 875 )			( 799 )		—		( 799 )
Total finite-lived intangible assets	85,451		20		85,471			88,058		40		88,098
Indefinite-Lived Intangible Assets: (1)
Insurance licensing agreements	13,761		—		13,761			13,761		—		13,761
Other	—		1,000		1,000			—		1,000		1,000
Total indefinite-lived intangible assets	13,761		1,000		14,761			13,761		1,000		14,761
Total intangible assets, net	$	99,212	$	1,020	$	100,232		$	101,819	$	1,040	$	102,859

Goodwill	204,788		1,708		206,496			204,998		1,708		206,706
Total goodwill and intangible assets, net	$	304,000	$	2,728	$	306,728		$	306,817	$	2,748	$	309,565

(1) Impairment tests are performed at least annually on indefinite-lived intangible assets.

Goodwill

The following table presents the activity in goodwill, by operating segment and/or reporting unit, as appropriate, and includes the adjustments made to the balance of goodwill to reflect the effect of the final valuation adjustments made for acquisitions, as well as the reduction to any goodwill attributable to impairment related charges:



	Insurance		Other		Total



Balance at December 31, 2024	$	204,998	$	1,708	$	206,706

Foreign currency translation and other	( 210 )		—		( 210 )
Balance at March 31, 2025	$	204,788	$	1,708	$	206,496

The Company conducts annual impairment tests of its goodwill as of October 1. For the three months ended March 31, 2025 and 2024, no impairments were recorded on the Company’s goodwill. There was no accumulated impairment recorded in the goodwill balance as of March 31, 2025.

Intangible Assets, net

The following table presents the activity, by operating segment and/or reporting unit, as appropriate, in finite and indefinite-lived other intangible assets and includes the adjustments made to the balance to reflect the effect of any final valuation adjustments made for acquisitions, as well as any reduction attributable to impairment-related charges:


	Insurance		Other		Total









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

Amortization expense	( 3,334 )		( 20 )		( 3,354 )
Foreign currency translation and other	727		—		727

Balance at March 31, 2025	$	99,212	$	1,020	$	100,232

F-22

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

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


	Three Months Ended March 31,

	2025		2024
Amortization expense on intangible assets	$	3,354	$	3,991

For the three months ended March 31, 2025 and 2024, no impairments were recorded on the Company’s intangible assets. The Company’s accumulated impairment on intangible assets was $ 728 as of March 31, 2025.

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 March 31, 2025
	Insurance (1)		Other		Total
Remainder of 2025	$	9,917	$	20	$	9,937
2026	10,894		—		10,894
2027	9,543		—		9,543
2028	8,341		—		8,341
2029	7,292		—		7,292
2030 and thereafter	38,810		—		38,810
Total	$	84,797	$	20	$	84,817

(1) Does not include foreign currency translation adjustment of $ 654 as of March 31, 2025.

(8) Derivative Financial Instruments and Hedging

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. The Company’s derivative activities are primarily entered into in order to manage underlying credit risk, market risk, interest rate risk and currency exchange rate risk. In addition, the Company is also subject to counterparty risk should its counterparties fail to meet the contract terms. Derivative assets are reported in other investments. 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 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 condensed consolidated balance sheets. 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.

Forward Delivery Contracts and TBA Mortgage-Backed Securities

Our mortgage origination subsidiary manages their exposure by entering into forward delivery commitments with loan investors. For loans not locked with investors under a forward delivery commitment, the Company enters into hedge instruments, primarily TBAs, to protect against movements in interest rates. The fair values of TBA mortgage-backed securities and forward delivery contracts generally fall under Level 2 in the fair value hierarchy.

The remaining derivatives are generally comprised of a combination of swaps, currency forwards and options, which are generally classified as Level 2 in the fair value hierarchy. In addition, the Fortegra Additional Warrant (Warburg) is a derivative liability and classified as Level 3 in the fair value hierarchy. See Note (15) Stockholders' Equity for additional information regarding the Fortegra Additional Warrant.

F-23

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

The following table presents the gross notional and fair value amounts of derivatives (on a gross basis) categorized by underlying risk:


	As of March 31, 2025						As of December 31, 2024
	Notional values		Asset derivatives		Liability derivatives		Notional values		Asset derivatives		Liability derivatives
Interest rate lock commitments	$	157,872	$	4,201	$	—	$	105,898	$	2,257	$	—
Forward delivery contracts	42,712		89		90		26,090		33		54
TBA mortgage-backed securities	244,700		66		523		133,200		811		115
Fortegra Additional Warrants (Warburg) (1)	—		—		12,977		—		—		10,958

Total	$	445,284	$	4,356	$	13,590	$	265,188	$	3,101	$	11,127

(1) See Note (15) Stockholders' Equity for additional information .

F-24

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(9) Debt, net

The following table presents the balance of the Company’s debt obligations, net of discounts and deferred financing costs for our corporate and asset based debt. Asset based debt is generally recourse only to specific assets and related cash flows.


	As of March 31, 2025
Corporate debt	Insurance		Mortgage		Corporate		Total
Secured revolving credit agreements (1)	$	36,000	$	—	$	—	$	36,000
Secured term credit agreement (SOFR + 5.25 %) (2)	—		—		74,813		74,813
Preferred trust securities (SOFR + 4.10 % + spread adjustment) (3)	—		—		—		—
8.50 % Junior subordinated notes	125,000		—		—		125,000
9.25 % Junior subordinated notes	150,000		—				150,000
Total corporate debt	311,000		—		74,813		385,813

Asset based debt
Asset based revolving financing (SOFR + 2.75 %)	51,019		—		—		51,019
Residential mortgage warehouse borrowings ( 1.75 % to 3.30 % over SOFR) (4)(5)	—		76,064		—		76,064

Total asset based debt	51,019		76,064		—		127,083
Total debt, face value	362,019		76,064		74,813		512,896
Unamortized discount, net	—		—		( 715 )		( 715 )
Unamortized deferred financing costs	( 14,710 )		( 29 )		( 2,173 )		( 16,912 )
Total debt, net	$	347,309	$	76,035	$	71,925	$	495,269

	As of December 31, 2024
Corporate debt	Insurance		Mortgage		Corporate		Total
Secured revolving credit agreements (1)	$	—	$	—	$	—	$	—
Secured term credit agreement (SOFR + 5.25 %) (2)	—		—		—		—
Preferred trust securities (SOFR + 4.10 % + spread adjustment) (3)	35,000		—		—		35,000
8.50 % Junior subordinated notes	125,000		—		—		125,000
9.25 % Junior subordinated notes	150,000		—		—		150,000
Total corporate debt	310,000		—		—		310,000

Asset based debt
Asset based revolving financing (SOFR + 2.75 %)	63,699		—		—		63,699
Residential mortgage warehouse borrowings ( 1.75 % to 3.30 % over SOFR) (4)(5)	—		68,394		—		68,394

Total asset based debt	63,699		68,394		—		132,093
Total debt, face value	373,699		68,394		—		442,093
Unamortized discount, net	—		—		—		—
Unamortized deferred financing costs	( 14,957 )		( 47 )		—		( 15,004 )
Total debt, net	$	358,742	$	68,347	$	—	$	427,089

(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 March 31, 2025 and December 31, 2024 was SOFR + 1.50 %.

(2) The $ 75,000 Corporate debt is a secured term credit agreement at 5.25 % over the one month SOFR rate, with a floor of 1.00 %.

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

(4) As of March 31, 2025, 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, 2024, 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 $ 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.

(5) The weighted average coupon rate for residential mortgage warehouse borrowings was 6.17 % and 6.25 % at March 31, 2025 and December 31, 2024, respectively.

The following table presents the amount of interest expense the Company incurred on its debt for the following periods:



	Three Months Ended March 31,
	2025		2024
Interest expense - corporate debt	$	8,450	$	6,002
Interest expense - asset based debt	1,910		2,288
Total interest expense on debt	$	10,360	$	8,290

F-25

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

The following table presents the contractual principal payments and future maturities of the unpaid principal balance on the Company’s debt for the following periods:


	As of March 31, 2025
Remainder of 2025	$	61,044
2026	66,039
2027	36,000
2028	74,813
2029	—
2030 and thereafter	275,000
Total	$	512,896

The following narrative is a summary of certain terms of our debt agreements for the three months ended March 31, 2025:

Corporate Debt

Secured Revolving Credit Agreements

As of March 31, 2025 and December 31, 2024, a total of $ 36,000 and $ 0 , respectively, was outstanding under the revolving line of credit. The maximum borrowing capacity under the agreements as of March 31, 2025 was $ 200,000 .

Secured Term Credit Agreement

On February 7, 2025, Tiptree Holdings LLC, a subsidiary of Tiptree Inc., entered into a $ 75,000 senior secured credit facility due February 7, 2028. Interest is paid monthly, at an interest rate of SOFR plus 5.25 %, with quarterly principal payments at an amount equal to 0.25 % of the aggregate original principal.

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 %). The Company redeemed the preferred trust securities, at the full outstanding principal amount, $ 35,000 , and unpaid interest, $ 771 , on March 17, 2025.

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 (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. 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.

Asset Based Debt

Asset Based Revolving Financing

As of March 31, 2025 and December 31, 2024, a total of $ 51,019 and $ 63,699 , respectively, was outstanding under the borrowing related to our premium finance offerings in our insurance business.

Residential Mortgage Warehouse Borrowings

F-26

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

As of March 31, 2025, 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 2026.

As of March 31, 2025 and December 31, 2024, a total of $ 76,064 and $ 68,394 , respectively, was outstanding under such financing agreements.

Mortgage Servicing Rights (MSR) Line of Credit

As of March 31, 2025, our mortgage business had a MSR line of credit totaling $ 9,570 of borrowing capacity at 3.30 % over SOFR, with no borrowings outstanding at the end of the period.

(10) Fair Value of Financial Instruments

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs to the extent possible to measure a financial instrument’s fair value. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability, and are affected by the type of product, whether the product is traded on an active exchange or in the secondary market, as well as 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. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair value is estimated by applying the hierarchy discussed in Note (2) Summary of Significant Accounting Policies of our Annual Report on Form 10-K which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. 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.

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 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. Further, management has a process in place to review all changes in fair value that occurred during each measurement period. Any discrepancies or unusual observations are followed through to resolution through the source of the pricing as well as utilizing comparisons, if applicable, to alternate pricing sources.

The Company utilizes observable and unobservable inputs within its valuation methodologies. Observable inputs may include: benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data. In addition, specific issuer information and other market data is used. Broker quotes are obtained from sources recognized to be market participants. Unobservable inputs may include: expected cash flow streams, default rates, supply and demand considerations and market volatility.

F-27

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

Available for Sale Securities, at fair value

The fair values of AFS securities are based on prices provided by an independent pricing service and a third-party investment manager. The Company obtains an understanding of the methods, models and inputs used by the independent pricing service and the third-party investment manager by analyzing the investment manager-provided pricing report.

The following details the methods and assumptions used to estimate the fair value of each class of AFS securities and the applicable level each security falls within the fair value hierarchy:

U.S. Treasury Securities, Obligations of U.S. Government Authorities and Agencies, Obligations of State and Political Subdivisions, Corporate Securities, Asset Backed Securities, and Obligations of Foreign Governments: Fair values were obtained from an independent pricing service and a third-party investment manager. The prices provided by the independent pricing service and third-party investment manager are based on quoted market prices, when available, non-binding broker quotes, or matrix pricing and fall under Level 2 or Level 3 in the fair value hierarchy.

Certificates of Deposit: The estimated fair value of certificates of deposit approximate carrying value and fall under Level 1 of the fair value hierarchy.

Equity Securities

The fair values of publicly traded common and preferred equity securities and exchange traded funds (“ETFs”) are obtained from market value quotations provided by an independent pricing service and fall under Level 1 in the fair value hierarchy. 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.

Loans, at fair value

Corporate Loans : These loans are comprised of middle market loans and bank loans and are generally classified under either Level 2 or Level 3 in the fair value hierarchy. To determine fair value, the Company uses quoted prices, including those provided from pricing vendors, which provide coverage of secondary market participants, where available. The values represent a composite of mark-to-market bid/offer prices. In certain circumstances, the Company will make its own determination of fair value of loans based on internal models and other unobservable inputs.

Mortgage Loans Held for Sale : Mortgage loans held for sale are generally classified under Level 2 in the fair value hierarchy and fair value is based upon forward sales contracts with third-party investors, including estimated loan costs.

Derivative Assets and Liabilities

Derivatives for our mortgage business are primarily comprised of 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. Our mortgage origination subsidiaries issue IRLCs to their customers, which are carried at estimated fair value on the Company’s condensed consolidated balance sheets. 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. Our mortgage origination subsidiaries manage their exposure by entering into forward delivery commitments with loan investors. For loans not locked with investors under a forward delivery commitment, the Company enters into hedge instruments, primarily TBAs, to protect against movements in interest rates. The fair values of TBA mortgage-backed securities and forward delivery contracts generally fall under Level 2 in the fair value hierarchy.

The remaining derivatives are generally comprised of a combination of swaps, currency forwards and options, which are generally classified as Level 2 in the fair value hierarchy. In addition, the Fortegra Additional Warrants (Warburg) are a derivative liability and classified as Level 3 in the fair value hierarchy. See Note (15) Stockholders' Equity for additional information regarding the Fortegra Additional Warrants.

F-28

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

Corporate Bonds

Corporate bonds are generally classified under Level 2 in the fair value hierarchy and fair value is based on quoted market prices. We perform internal price verification procedures to ensure that the prices provided are reasonable.

Securities Sold, Not Yet Purchased

Securities sold, not yet purchased are generally classified under Level 1 or Level 2 in the fair value hierarchy, based on the leveling of the securities sold short, and fair value is provided by a third-party investment manager, based on quoted market prices. We perform internal price verification procedures monthly to ensure that the prices provided are reasonable.

Mortgage Servicing Rights

Mortgage servicing rights are classified under Level 3 in the fair value hierarchy and fair value is provided by a third-party valuation service. Various observable and unobservable inputs are used to determine fair value, including discount rate, cost to service and weighted average prepayment speed.

F-29

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

The following tables present the Company’s fair value hierarchies for financial assets and liabilities, measured on a recurring basis:


	As of March 31, 2025
	Quoted prices in active markets Level 1		Other significant observable inputs Level 2		Significant unobservable inputs Level 3		Fair value
Assets:
Available for sale securities, at fair value:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	—	$	407,438	$	—	$	407,438
Obligations of state and political subdivisions	—		37,214		—		37,214
Obligations of foreign governments	—		23,543		—		23,543
Certificates of deposit	1,145		—		—		1,145
Asset backed securities	—		18,825		—		18,825
Corporate securities	—		668,636		—		668,636
Total available for sale securities, at fair value	1,145		1,155,656		—		1,156,801

Loans, at fair value:
Corporate loans	—		—		9,283		9,283
Mortgage loans held for sale	—		80,408		—		80,408
Total loans, at fair value	—		80,408		9,283		89,691

Equity securities:

Exchange traded funds	6,736		—		—		6,736
Other equity securities	120,251		—		8,169		128,420
Total equity securities	126,987		—		8,169		135,156

Other investments, at fair value:
Corporate bonds	—		3,401		—		3,401
Derivative assets	—		148		4,208		4,356
Other	—		21,927		—		21,927
Total other investments, at fair value	—		25,476		4,208		29,684

Mortgage servicing rights (1)	—		—		41,331		41,331

Total	$	128,132	$	1,261,540	$	62,991	$	1,452,663

Liabilities: (2)

Derivative liabilities	$	—	$	592	$	21	$	613
Fortegra Additional Warrants (Warburg)	—		—		12,977		12,977
Contingent consideration payable	—		—		1,832		1,832
Total	$	—	$	592	$	14,830	$	15,422

(1) Included in other assets. See Note (13) Other Assets and Other Liabilities and Accrued Expenses.

(2) Included in other liabilities and accrued expenses. See Note (13) Other Assets and Other Liabilities and Accrued Expenses.

F-30

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)


	As of December 31, 2024
	Quoted prices in active markets Level 1		Other significant observable inputs Level 2		Significant unobservable inputs Level 3		Fair value
Assets:
Available for sale securities, at fair value:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	—	$	395,643	$	—	$	395,643
Obligations of state and political subdivisions	—		38,675		—		38,675
Obligations of foreign governments	—		51,472		—		51,472
Certificates of deposit	1,145		—		—		1,145
Asset backed securities	—		22,860		—		22,860
Corporate securities	—		598,134		—		598,134
Total available for sale securities, at fair value	1,145		1,106,784		—		1,107,929

Loans, at fair value:
Corporate loans	—		—		10,272		10,272
Mortgage loans held for sale	—		71,058		—		71,058
Total loans, at fair value	—		71,058		10,272		81,330

Equity securities:

Exchange traded funds	5,075		—		—		5,075
Other equity securities	95,360		—		8,185		103,545
Total equity securities	100,435		—		8,185		108,620

Other investments, at fair value:
Corporate bonds	—		3,331		—		3,331
Derivative assets	—		834		2,267		3,101
Other	—		21,332		—		21,332
Total other investments, at fair value	—		25,497		2,267		27,764

Mortgage servicing rights (1)	—		—		42,611		42,611

Total	$	101,580	$	1,203,339	$	63,335	$	1,368,254

Liabilities: (2)

Derivative liabilities	—		143		26		169
Fortegra Additional Warrants (Warburg)	—		—		10,958		10,958
Contingent consideration payable	—		—		1,779		1,779

Total	$	—	$	143	$	12,763	$	12,906

(1) Included in other assets. See Note (13) Other Assets and Other Liabilities and Accrued Expenses.

(2) Included in other liabilities and accrued expenses. See Note (13) Other Assets and Other Liabilities and Accrued Expenses.

F-31

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

Transfers between Level 2 and 3 were a result of subjecting third-party pricing on assets to various liquidity, depth, bid-ask spread and benchmarking criteria as well as assessing the availability of observable inputs affecting their fair valuation.

The following table presents additional information about assets that are measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value for the following periods:


	Three Months Ended March 31,

	2025		2024
Balance at January 1,	$	63,335	$	61,565
Net realized and unrealized gains or losses included in:
Earnings	( 2,288 )		955
OCI	—		75
Origination of IRLCs	11,316		10,092


Distributions	—		( 764 )
Conversions to mortgage loans held for sale	( 9,372 )		( 10,639 )





Balance at March 31,	$	62,991	$	61,284

Changes in unrealized gains (losses) included in earnings related to assets still held at period end	$	( 2,288 )	$	955
Changes in unrealized gains (losses) included in OCI related to assets still held at period end	$	—	$	75

The following table presents the range and weighted average (WA) used to develop significant unobservable inputs for the fair value measurements of Level 3 assets and liabilities:


	As of						As of
	March 31, 2025		December 31, 2024		Valuation technique	Unobservable input(s)	March 31, 2025				December 31, 2024


Assets	Fair value						Range			WA (1)	Range			WA (1)
IRLCs	$	4,201	$	2,257	Internal model	Pull through rate	45 %	to	95 %	59 %	45 %	to	95 %	60 %
Mortgage servicing rights	41,331		42,611		External model	Discount rate	10 %	to	15 %	11 %	10 %	to	15 %	11 %
						Cost to service	$ 65	to	$ 3,000	$ 128	$ 65	to	$ 3,000	$ 133
						Prepayment speed	3 %	to	100 %	10 %	3 %	to	87 %	9 %

Equity securities	8,169		8,185		Internal model	Forecast EBITDAR	$ 1,422,000	to	$ 1,604,000	N/A	$ 1,422,000	to	$ 1,604,000	N/A
Corporate loans	9,283		10,272		External model	Bid marks	$ 65	to	$ 78	$ 72	$ 78	to	$ 81	$ 80
Total	$	62,984	$	63,325

Liabilities
Fortegra Additional Warrants (Warburg)	$	12,977	$	10,958	External Model	Discount rate	3 %	to	5 %	3.9 %	3 %	to	5 %	3.4 %
						Implied Equity Volatility	40 %	to	50 %	45 %	40 %	to	50 %	45 %
Contingent consideration payable	1,832		1,779		Cash Flow model	Forecast Cash EBITDA	$ 2,500	to	$ 4,000	N/A	$ 2,500	to	$ 4,000	N/A
						Forecast Underwriting EBITDA	$ —	to	$ 2,000	N/A	$ —	to	$ 2,000	N/A
Total	$	14,809	$	12,737

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

F-32

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

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:


	As of March 31, 2025					As of December 31, 2024
	Level within fair value hierarchy	Fair value		Carrying value		Level within fair value hierarchy	Fair value		Carrying value
Assets:
Debentures	2	$	22,729	$	22,729	2	$	25,320	$	25,320
Notes receivable, net	2	117,152		117,152		2	138,162		138,162
Total assets		$	139,881	$	139,881		$	163,482	$	163,482

Liabilities:
Debt	3	$	510,085	$	512,181	3	$	439,906	$	442,093
Total liabilities		$	510,085	$	512,181		$	439,906	$	442,093

Debentures: 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 (4) Investments.

Notes Receivable, net: To the extent that carrying amounts differ from fair value, fair value is determined based on contractual cash flows discounted at market rates for similar credits. Categorized under Level 2 in the fair value hierarchy. See Note (5) Notes and Accounts Receivable, net.

Debt: The carrying value, which approximates fair value of floating rate debt, represents the total debt balance at face value excluding the unamortized discount. The fair value of the Junior subordinated notes is determined based on dealer quotes. Categorized under Level 3 in the fair value hierarchy.

Additionally, the following financial assets and liabilities on the condensed consolidated balance sheets are not carried at fair value, but whose carrying amounts approximate their fair value:

Cash and Cash Equivalents: The carrying amounts of cash and cash equivalents are carried at cost which approximates fair value. Categorized under Level 1 in the fair value hierarchy.

Accounts and Premiums Receivable, net, Retrospective Commissions Receivable and Other Receivables: The carrying amounts approximate fair value since no interest rate is charged on these short duration assets. Categorized under Level 2 in the fair value hierarchy. See Note (5) Notes and Accounts Receivable, net.

Due from Brokers, Dealers, and Trustees and Due to Brokers, Dealers and Trustees: The carrying amounts are included in other assets and other liabilities and accrued expenses and approximate their fair value due to their short term nature. Categorized under Level 2 in the fair value hierarchy.

F-33

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(11) Liability for Unpaid Claims and Claim Adjustment Expenses

Roll forward of Claim Liability

The following table presents the activity in the net liability for unpaid losses and allocated loss adjustment expenses of short duration contracts for the following periods:


	Three Months Ended March 31,

	2025		2024
Policy liabilities and unpaid claims balance as of January 1,	$	1,298,081	$	844,848
Less: liabilities of policy-holder account balances, gross	( 304 )		( 878 )
Less: non-insurance warranty benefit claim liabilities	( 2,837 )		( 2,103 )
Gross liabilities for unpaid losses and loss adjustment expenses	1,294,940		841,867
Less: reinsurance recoverable on unpaid losses - short duration	( 636,300 )		( 448,117 )
Less: other lines, gross	( 430 )		( 295 )
Net balance as of January 1, short duration	658,210		393,455

Incurred (short duration) related to:
Current year	182,542		174,540
Prior years	( 4,031 )		773
Total incurred	178,511		175,313

Paid (short duration) related to:
Current year	60,146		31,010
Prior years	69,453		70,133
Total paid	$	129,599	$	101,143

Net balance as of March 31, short duration	$	707,122	$	467,625
Plus: reinsurance recoverable on unpaid losses - short duration	712,452		488,341
Plus: other lines, gross	380		171
Gross liabilities for unpaid losses and loss adjustment expenses	1,419,954		956,137
Plus: liabilities of policy-holder account balances, gross	—		600
Plus: non-insurance warranty benefit claim liabilities	1,583		5,682
Policy liabilities and unpaid claims balance as of March 31,	$	1,421,537	$	962,419

The following schedule reconciles the total amount of losses incurred on short duration contracts per the table above to the amount of total losses incurred as presented in the condensed consolidated statements of operations, excluding the amount for member benefit claims:


	Three Months Ended March 31,

		2025		2024
Short duration incurred		$	178,511	$	175,313
Other lines incurred		( 68 )		( 105 )
Unallocated loss adjustment expenses		1,405		172
Total losses incurred		$	179,848	$	175,380

During the three months ended March 31, 2025, the Company experienced favorable prior year development of $ 4,031 , as a result of lower-than-expected losses in its commercial lines of business.

During the three months ended March 31, 2024, the Company experienced unfavorable prior year development of $ 773 , primarily driven by higher-than expected claims paid development in our commercial lines of business, primarily with a single partner.

F-34

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

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. We analyze our development on a quarterly basis and given the short duration nature of our products, favorable or adverse development emerges quickly and allows for timely reserve strengthening, if necessary, or modifications to our product pricing or offerings.

The favorable prior year development of $ 4,031 in the three months ended March 31, 2025 represented 10.6 % of our insurance business income before taxes of $ 38,054 and 0.6 % of the opening net liability for losses and loss adjustment expenses of $ 658,210 , as of January 1, 2025.

The unfavorable prior year development of $ 773 in the three months ended March 31, 2024 represented 2.1 % of our insurance business income before taxes of $ 36,811 , and 0.2 % of the opening net liability for losses and loss adjustment expenses of $ 393,455 , as of January 1, 2024.

During the three months ended March 31, 2025, current year incurred losses included $ 27.1 million related to the January 2025 California wildfires.

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.

(12) Revenue from Contracts with Customers

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 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:



	Three Months Ended March 31,
		2025		2024
Service and Administrative Fees:
Service contract revenue		$	71,749	$	80,823
Motor club revenue		9,728		11,521
Other		906		958
Revenue from contracts with customers		$	82,383	$	93,302

Service and Administrative Fees

Service and administrative fees are generated from non-insurance programs including warranty service contracts, motor clubs and other services. Service and administrative fees are recognized consistent with the earnings recognition pattern of the underlying policies, debt cancellation contracts and motor club memberships being administered, using pro rata, Rule of 78’s, modified Rule of 78’s, or other methods as appropriate for the contract. Management selects the appropriate method based on available information, and periodically reviews the selections as additional information becomes available.

Management reviews the financial results under each significant contract on a monthly basis. Any losses that may occur due to a specific contract would be recognized in the period in which the loss is determined to be probable.

We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material as of March 31, 2025.

F-35

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

The timing of our revenue recognition may differ from the timing of payment by our customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. 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 deferred assets and liabilities related to revenue from contracts with customers for the following period:


	January 1, 2025						March 31, 2025
	Beginning balance		Additions		Amortization		Ending balance
Deferred acquisition costs
Service and Administrative Fees:
Service contract revenue	$	211,406	$	20,458	$	22,680	$	209,184
Motor club revenue	12,904		7,372		7,600		12,676
Total	$	224,310	$	27,830	$	30,280	$	221,860


Deferred revenue
Service and Administrative Fees:
Service contract revenue	$	617,633	$	76,229	$	71,749	$	622,113
Motor club revenue	16,746		9,432		9,728		16,450
Other	—		903		903		—
Total	$	634,379	$	86,564	$	82,380	$	638,563

For the periods presented, no write-offs for unrecoverable deferred acquisition costs and deferred revenue were recognized.

(13) Other Assets and Other Liabilities and Accrued Expenses

Other Assets

The following table presents the components of other assets as reported in the condensed consolidated balance sheets:


	As of
	March 31, 2025		December 31, 2024


Accrued investment income	$	12,238	$	12,415
Loans eligible for repurchase	58,461		56,279
Mortgage servicing rights	41,331		42,611
Right of use assets - operating leases (1)	28,902		27,816
Income tax receivable	1,990		1,976
Furniture, fixtures and equipment, net	26,949		27,321
Due from broker/trustee	22,458		28,327
Prepaid expenses	11,199		12,481
Other	4,371		4,632
Total other assets	$	207,899	$	213,858

(1) See Note (19) Commitments and Contingencies for additional information.

The following table presents the depreciation expense related to furniture, fixtures and equipment for the following periods:


	Three Months Ended March 31,

		2025		2024
Depreciation expense related to furniture, fixtures and equipment		$	1,527	$	1,577

F-36

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

Other Liabilities and Accrued Expenses

The following table presents the components of other liabilities and accrued expenses as reported in the condensed consolidated balance sheets:


	As of
	March 31, 2025		December 31, 2024


Accounts payable and accrued expenses	$	76,963	$	83,287
Loans eligible for repurchase liability	58,461		56,279
Deferred tax liabilities, net	181,322		170,802
Operating lease liabilities (1)	37,086		36,588

Commissions payable	641		7,066

Derivative liabilities	13,590		11,127
Due to broker/trustee	19,441		2,693
Other	59,383		40,083
Total other liabilities and accrued expenses	$	446,887	$	407,925

(1) See Note (19) Commitments and Contingencies for additional information.

(14) Other Revenue and Other Expenses

Other Revenue

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


	Three Months Ended March 31,

		2025		2024
Other investment income (1)		$	6,261	$	6,216
Financing interest income		4,087		4,272
Other (2)		4,150		4,810
Total other revenue		$	14,498	$	15,298

(1) See Note (4) Investments for the components of Other investment income.

(2) Includes $ 3,821 and $ 4,378 for the three months ended March 31, 2025 and 2024, respectively, related to Insurance.

Other Expenses

The following table presents the components of other expenses as reported in the condensed consolidated statement of operations:


	Three Months Ended March 31,

		2025		2024
General and administrative		$	10,558	$	10,521
Professional fees		11,090		9,078
Premium taxes		5,365		5,375
Mortgage origination expenses		3,702		3,160
Rent and related		3,972		3,916



Other		6,151		8,816
Total other expenses		$	40,838	$	40,866

F-37

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(15) Stockholders' Equity

Stock Repurchases

The Board of Directors authorized the Company to make repurchases of up to $ 20,000 of shares of the Company’s outstanding common stock in the aggregate, at the discretion of the Company’s Executive Committee. There were no shares repurchased during the three months ended March 31, 2025. As of March 31, 2025, the remaining repurchase authorization was $ 11,945 .

Dividends

The Company declared cash dividends per share for the following periods presented below:


	Dividends per share for the
	Three Months Ended March 31,

	2025		2024
First quarter	$	0.06	$	0.06



Total cash dividends declared	$	0.06	$	0.06

Fortegra Non-Controlling Interests

On June 21, 2022, the Company closed the WP Transaction. On that date, Fortegra converted to a Delaware corporation and Warburg made a $ 200,000 investment in Fortegra in exchange for Fortegra Common Stock, Fortegra Preferred Stock, Fortegra Warrants and Fortegra Additional Warrants. 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.

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 March 31, 2025, 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

The face amount of the Fortegra Preferred Stock is $ 80,000 . Dividends are cumulative and accrue at a rate of 8 % per annum, compounding quarterly. Any quarterly dividend may be paid in cash, at Fortegra’s option. For the three months ended March 31, 2025, and 2024, cash dividends declared were $ 1,578 and $ 1,595 , respectively.

Warburg has the option to convert, at any time, its shares of Fortegra Preferred Stock into shares of Fortegra Common Stock at an initial conversion premium of 33 % to Warburg’s initial investment valuation (the “Fortegra Preferred Stock Conversion Price”). The Fortegra Preferred Stock Conversion Price is adjusted for any Fortegra Common Stock splits, dividends, extraordinary dividends and similar transactions. All of the Fortegra Preferred Stock will automatically convert into shares of Fortegra Common Stock at the Fortegra Preferred Stock Conversion Price upon the closing of a qualifying initial public offering, subject to a five year make-whole provision. Upon conversion, the Fortegra Preferred Stock would result in Warburg owning an additional 6.3 % interest in Fortegra, for a total as converted ownership of 24.0 % (including its ownership of Fortegra Common Stock).

Fortegra Warrants

The Fortegra Warrants have a seven-year term and an exercise premium of 33 % to Warburg’s initial investment valuation (the “Fortegra Warrant Exercise Price”). The Fortegra Warrant Exercise Price will be reduced by any Fortegra Common Stock cash dividends made by Fortegra and adjusted for stock splits, common stock dividends, extraordinary dividends and similar transactions. The Fortegra Warrants, if exercised with cash, would result in Warburg owning an additional 3.7 % interest in Fortegra.

F-38

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

Fortegra Additional Warrants

The Fortegra Additional Warrants issued to both Warburg and Tiptree have a seven-year term and an exercise price of $ 0.01 per share of Fortegra Common Stock. The Fortegra Additional Warrants issued to Warburg will be forfeited based on Warburg achieving an all-in return on its investment in excess of 23 %, as measured primarily by Fortegra’s Common Stock price. The Fortegra Additional Warrants issued to Warburg are classified as liabilities, at fair value. The Fortegra Additional Warrants issued to Tiptree will vest based on Warburg achieving an all-in return on its investment in excess of 30 %, as measured primarily by Fortegra’s Common Stock price. The number of shares of Fortegra Common Stock issuable to Warburg or Tiptree with respect to the Fortegra Additional Warrants is subject to adjustment for Fortegra Common Stock splits, stock or cash dividends and similar transactions. The Fortegra Additional Warrants are exercisable from the earlier of a transaction that results in Warburg having sold 50 % of its Fortegra Common Stock or the fifth anniversary of the closing date. The maximum number of shares issued to Warburg or Tiptree, if exercised with cash, would be an additional 1.7 % interest in Fortegra on an as converted basis (including its ownership of Fortegra Common and Preferred Stock).

The following table presents the components of non-controlling interests as reported in the condensed consolidated balance sheets:


	As of
	March 31, 2025		December 31, 2024


Fortegra preferred interests	$	77,679	$	77,679
Fortegra common interests	132,064		121,394

Total non-controlling interests	$	209,743	$	199,073

Statutory Reporting and Insurance Company Subsidiaries Dividend Restrictions

The Company’s U.S. insurance subsidiaries prepare financial statements in accordance with Statutory Accounting Principles (SAP) prescribed or permitted by the insurance departments of their states of domicile. Prescribed SAP includes the Accounting Practices and Procedures Manual of the NAIC as well as state laws, regulations and administrative rules.

Statutory Capital and Surplus

The Company’s insurance company subsidiaries must maintain minimum amounts of statutory capital and surplus as required by regulatory authorities, including the NAIC; their capital and surplus levels exceeded respective minimum requirements as of March 31, 2025 and December 31, 2024.

Under the NAIC Risk-Based Capital Act of 1995, a company’s Risk-Based Capital (RBC) is calculated by applying certain risk factors to various asset, claim and reserve items. If a company's adjusted surplus falls below calculated RBC thresholds, regulatory intervention or oversight is required. The Company’s U.S. domiciled insurance company subsidiaries' RBC levels, as calculated in accordance with the NAIC’s RBC instructions, exceeded all RBC thresholds as of March 31, 2025 and December 31, 2024.

The Company also has a foreign insurance subsidiary that is not subject to SAP. The statutory capital and surplus amounts and statutory net income presented above do not include the foreign insurance subsidiary in accordance with SAP.

Statutory Dividends

The Company’s U.S. domiciled insurance company subsidiaries may pay dividends to the Company, subject to statutory restrictions. Payments in excess of statutory restrictions (extraordinary dividends) to the Company are permitted only with prior approval of the insurance department of the applicable state of domicile. The Company eliminates all dividends from its subsidiaries in the condensed consolidated financial statements.

F-39

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

There were no dividends paid to the Company by its U.S. domiciled insurance company subsidiaries for the three months ended March 31, 2025 and 2024. The combined amount available for ordinary dividends of the Company's U.S. domiciled insurance company subsidiaries for the following periods:







	As of
	March 31, 2025		December 31, 2024
Amount available for ordinary dividends of the Company's insurance company subsidiaries	$	78,614	$	78,614

At March 31, 2025, the maximum amount of dividends that our U.S. domiciled insurance company subsidiaries could pay under applicable laws and regulations without regulatory approval was approximately $ 78,614 . The Company may seek regulatory approval to pay dividends in excess of this permitted amount, but there can be no assurance that the Company would receive regulatory approval if sought.

(16) Accumulated Other Comprehensive Income (Loss) (AOCI)

The following table presents the activity of AFS securities in AOCI, net of tax, for the following periods:


	Unrealized gains (losses) on available for sale securities		Foreign currency translation adjustment		Total AOCI		Amount attributable to non-controlling interests		Total AOCI to Tiptree Inc.













Balance at December 31, 2023	$	( 32,145 )	$	( 98 )	$	( 32,243 )	$	6,170	$	( 26,073 )
Other comprehensive income (losses) before reclassifications	( 3,046 )		420		( 2,626 )		685		( 1,941 )
Amounts reclassified from AOCI	86		—		86		—		86

OCI	( 2,960 )		420		( 2,540 )		685		( 1,855 )

Balance at March 31, 2024	$	( 35,105 )	$	322	$	( 34,783 )	$	6,855	$	( 27,928 )

Balance at December 31, 2024	$	( 32,266 )	$	( 2,529 )	$	( 34,795 )	$	7,045	$	( 27,750 )
Other comprehensive income (losses) before reclassifications	4,816		5,910		10,726		( 3,011 )		7,715
Amounts reclassified from AOCI	478		—		478		—		478
OCI	5,294		5,910		11,204		( 3,011 )		8,193

Balance at March 31, 2025	$	( 26,972 )	$	3,381	$	( 23,591 )	$	4,034	$	( 19,557 )

The following table presents the reclassification adjustments out of AOCI included in net income and the impacted line items on the condensed consolidated statement of operations for the following periods:


	Three Months Ended March 31,			Affected line item in consolidated statements of operations

Components of AOCI		2025				2024
Unrealized gains (losses) on available for sale securities		$	( 621 )	$	( 116 )		Net realized and unrealized gains (losses)
Related tax (expense) benefit		143		30			Provision for income tax
Net of tax		$	( 478 )	$	( 86 )

F-40

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(17) Stock Based Compensation

Tiptree Equity Plans

The table below summarizes changes to the issuances under the Company’s 2017 Omnibus Incentive Equity Plan for the periods indicated, excluding awards granted under the Company’s subsidiary incentive plans that are exchangeable for Tiptree common stock:


2017 Equity Plan			Number of shares


















Available for issuance as of December 31, 2024			756,984
RSU, stock and option awards granted			( 286,144 )
Available for issuance as of March 31, 2025			470,840

Restricted Stock Units (RSUs) and Stock Awards

The Company values RSUs at their grant-date fair value as measured by Tiptree’s common stock price. Generally, the Tiptree RSUs vest and become non-forfeitable either (i) after the third anniversary, or (ii) with respect to one-third of Tiptree shares granted on each of the first, second and third year anniversaries of the grant date. RSU awards are expensed using the straight-line method over the requisite service period. 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. On February 25, 2025, the Company issued Messrs. Barnes and Ilany 60,813 and 151,778 shares of the Company's common stock, respectively, as part of their compensation for 2024 performance.

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, 2024	287,684	$	15.22
Granted	286,144	21.65
Vested	( 355,810 )	18.29
Unvested units as of March 31, 2025 (1)	218,018	$	18.64

(1) Includes 76,930 , 70,866 and 70,222 shares that vest in 2026, 2027 and 2028, respectively.

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


	Three Months Ended March 31,		Three Months Ended March 31,

Granted	2025	2024		Vested	2025	2024
Directors	3,331	5,019		Directors	3,331	5,019
Employees	282,813	78,360		Employees	352,479	31,470
Total Granted	286,144	83,379		Total Vested	355,810	36,489
				Taxes	( 117,765 )	( 11,395 )

				Net Vested	238,045	25,094

Tiptree Senior Management Incentive Plan

On August 4, 2021, a total of 3,500,000 Performance Restricted Stock Units (PRSUs) were awarded to members of the Company’s senior management. An additional 350,000 PRSUs were awarded on October 14, 2022. The PRSUs have a 10-year term and are subject to the recipient’s continuous service and a market requirement. 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 and October 2024, the first and

F-41

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

second tranches of the PRSUs vested, resulting in a net issuance of 215,583 and 462,766 shares, respectively, of Tiptree common stock.

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 March 31, 2025, 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 $ 29.01 as adjusted for cumulative dividends paid to date).


Original Tiptree Share Price Target						Number of PRSUs that Vest

$ 30						775,000
$ 45						1,033,333
$ 60						1,291,667
$ 70						1,420,833

Upon vesting, the Company will issue shares, or if shares are not available under the 2017 Equity Plan, then the Company may in its sole discretion instead deliver cash equal to the fair market value of the underlying shares. The fair value of the PRSUs was estimated using a Black-Scholes-Merton option pricing formula embedded within a Monte Carlo model used to simulate the future stock prices of the Company, which assumes that the market requirement is achieved. The historical volatility was computed based on historical daily returns of the Company’s stock price simulated over the performance period using a lookback period of 10 years. 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 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	October 2022	January 2024

Historical volatility			38.75 %	39.23 %	39.10 %
Risk-free rate			3.04 %	3.95 %	3.80 %
Dividend yield			1.45 %	1.44 %	1.05 %
Cost of equity			11.72 %	14.19 %	13.65 %
Expected term (years)			6.0	5.9	5.5

Stock Option Awards

Between 2016 and 2020, option awards were granted to the Executive Committee with an exercise price equal to the fair market value of our common stock on the date of grant. The option awards have a 10-year term and are subject to the recipient’s continuous service, a market requirement, and vest one third on each of the three , four , and five-year anniversaries of the grant date. As of March 31, 2025, the market requirement for all outstanding options has been achieved. There were no stock option awards granted from 2021 to March 31, 2025.

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


	Options outstanding	Weighted average exercise price (in dollars per stock option)		Weighted average grant date value (in dollars per stock option)		Options exercisable






Balance, December 31, 2024	1,583,873	$	6.51	$	2.25	1,442,114

Balance, March 31, 2025	1,583,873	$	6.51	$	2.25	1,583,873

Weighted average remaining contractual term at March 31, 2025 (in years)	3.0

F-42

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

Subsidiary Equity Plans

Certain of the Company’s subsidiaries have established incentive plans under which they are authorized to issue equity of those subsidiaries to certain of their employees. Such awards are accounted for as equity unless otherwise noted. These awards are subject to performance-vesting criteria based on the performance of the subsidiary (performance vesting awards) and time-vesting subject to continued employment (time vesting awards). The Company has the option, but not the obligation to settle the exchange right in cash.

Fortegra Equity Incentive Plan

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.

As of March 31, 2025, unvested time vesting RSUs represented 0.3 % and unvested time and performance vesting options represented 3.9 % 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. Key assumptions used in the model were a historical volatility of 45.0 %, a risk free rate of 3.7 %, no dividend yield and an expected term of 4.2 years.

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 March 31, 2025.

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


	Grant date fair value of equity shares issuable




























Unvested balance as of December 31, 2024	$	19,112
Granted	1,200
Vested	( 846 )
Forfeited	( 831 )
Unvested balance as of March 31, 2025	$	18,635

F-43

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

Stock Based Compensation Expense

The following table presents total stock based compensation expense and the related income tax benefit recognized on the condensed consolidated statements of operations:



	Three Months Ended March 31,
	2025		2024
Employee compensation and benefits	$	9,139	$	3,776
Director compensation	69		69
Income tax benefit	( 1,049 )		( 808 )
Net stock based compensation expense	$	8,159	$	3,037

Additional information on total non-vested stock based compensation is as follows:


	As of March 31, 2025
	Subsidiary Stock options		Restricted stock awards and RSUs		Performance Restricted Stock Units
Unrecognized compensation cost related to non-vested awards (1)	$	14,298	$	1,255	$	12,678
Weighted - average recognition period (in years)	1.6		1.2		1.2

(1) Includes unrecognized compensation cost of $ 14,298 related to stock options and $ 2,556 related to PRSUs at The Fortegra Group.

(18) Income Taxes

The following table presents the Company’s provision (benefit) for income taxes reflected as a component of income (loss):


	Three Months Ended March 31,
		2025				2024
Total income tax expense (benefit)		$	12,382			$	13,818

Effective tax rate (ETR)				48.8	%	(1)		46.5	%	(1)

(1) Higher than the U.S. federal statutory income tax rate of 21% primarily due to the impact of outside basis deferred taxes on Tiptree’s investment in Fortegra and other discrete items.

Tiptree owns less than 80% of Fortegra and is required to record deferred taxes on the outside basis on its investment in Fortegra. This deferred tax liability represents the tax that would be due, before consideration of loss carryforwards, if Tiptree were to sell all of its Fortegra stock at its carrying value on Tiptree’s balance sheet.

For the three months ended March 31, 2025, the deferred tax liability relating to Fortegra increased by $ 7,072 , of which $ 2,349 of expense was recorded in OCI, and $ 4,723 expense was recorded as a provision for income taxes. For the three months ended March 31, 2024, the deferred tax liability relating to Fortegra increased by $ 3,930 , of which $ 535 of benefit was recorded in OCI, and $ 4,465 expense was recorded as a provision for income taxes. Excluding the impact of these deferred taxes, the effective tax rates for the three months ended March 31, 2025 and 2024 were 30.2 % and 31.5 %, respectively.

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. While we do not expect Pillar Two to have a material impact on the Company, our analysis is ongoing as the OECD releases additional guidance and countries implement additional legislation.

F-44

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(19) Commitments and Contingencies

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


	Three Months Ended March 31,
	2025		2024
Rent expense for office leases	$	1,838	$	1,990

The Company entered into a sublease of its former corporate office space in December 2022. As a result of the sublease, future lease payments will be offset by $ 1,842 annually from July 2023 through August 2029.

Litigation

The Company is a defendant in Mullins v. Southern Financial Life Insurance Co., a class action filed in February 2006, in Pike County Circuit Court in the Commonwealth of Kentucky on behalf of Kentucky consumers that purchased certain credit life and disability insurance coverage between 1997-2007. The action alleges violations of the Kentucky Consumer Protection Act (“KCPA”) and certain insurance statutes, common law fraud and breach of contract and the covenant of good faith and fair dealing. The plaintiffs seek compensatory and punitive damages, attorneys’ fees and interest.

Two classes were certified in June 2010: Subclass A includes class members who suffered a disability during the coverage period but allegedly received less than full disability benefits; Subclass B includes all class members whose loan termination date extended beyond the termination date of the credit disability coverage period.

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 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.

In December 2022, the court dismissed the plaintiffs’ KCPA claims as to both Subclass A Order and Subclass B Order. The court also dismissed the plaintiffs’ breach of covenant of good faith and fair dealing claim as to Subclass B Order but declined to dismiss such claim as to Subclass A Order pending resolution of the Company’s appeal.

In May 2024, the Commonwealth of Kentucky Court of Appeals disagreed with the court’s interpretation of the policies at issue and entered an order (the “Court of Appeals Order”) affirming in part, reversing in part, and remanding the Subclass A Order and Subclass B Order. In June 2024, the Company filed a Motion for Discretionary Review of the Court of Appeals Order in the Supreme Court of the Commonwealth of Kentucky.

In February 2025, the Supreme Court of the Commonwealth of Kentucky denied the Company’s Motion for Discretionary Review of the Court of Appeals’ May 2024 Order and proceedings recommenced in the Pike County Circuit Court. A trial date has not been set.

The Company considers such litigation customary in the insurance industry. In management’s opinion, based on information available at this time, the ultimate resolution of such litigation, which it is vigorously defending, should not be materially adverse to the financial position of the Company. It should be noted that large punitive damage awards, bearing little relation to actual damages sustained by plaintiffs, have been awarded in certain states against other companies in the credit insurance business. At this time, the Company cannot estimate a range of loss that is reasonably possible.

The Company and its subsidiaries are parties to other legal proceedings in the ordinary course of business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Company does not believe that these proceedings, either individually or in the aggregate, are likely to have a material adverse effect on the Company’s financial position.

F-45

TIPTREE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(in thousands, except share data)

(20) Earnings Per Share

The Company calculates basic net income per share of common stock (common share) based on the weighted average number of common shares outstanding, which includes vested corporate RSUs. Unvested corporate RSUs have a non-forfeitable right to participate in dividends declared and paid on the Company’s common stock on an as vested basis and are therefore considered a participating security. The Company calculates basic earnings per share using the “two-class” method under which the income available to common stockholders is allocated to the unvested corporate RSUs.

Diluted net income attributable to common stockholders includes the effect of unvested subsidiaries’ RSUs, when dilutive. The assumed exercise of all potentially dilutive instruments is included in the diluted net income per common share calculation, if dilutive.

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


	Three Months Ended March 31,

		2025		2024
Net income (loss)		$	12,968	$	15,881
Less:
Net income (loss) attributable to non-controlling interests		7,333		6,831
Net income allocated to participating securities		55		73
Net income (loss) attributable to Tiptree Inc. common shares - basic		5,580		8,977






Effect of Dilutive Securities:
Securities of subsidiaries		( 623 )		( 618 )

Net income (loss) attributable to Tiptree Inc. common shares - diluted		$	4,957	$	8,359
Weighted average number of shares of common stock outstanding - basic		37,348,219		36,769,810
Weighted average number of incremental shares of common stock issuable from exchangeable interests and contingent considerations		1,099,299		1,009,602
Weighted average number of shares of common stock outstanding - diluted		38,447,518		37,779,412




Basic net income (loss) attributable to common shares		$	0.15	$	0.24




Diluted net income (loss) attributable to common shares		$	0.13	$	0.22

(21) Related Party Transactions

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 $ 1,946 and $ 1,421 of management and incentive fees for the three months ended March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2025, the Company’s percentage of profits interest in Tiptree Advisors was 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 three months ended March 31, 2025 and 2024 were not material.

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. Inayatullah for a portion of benefit expenses in exchange for advice and other consulting services as requested by the Company’s Executive Committee. Transactions related to the Partner Emeritus Agreement in the three months ended March 31, 2025 and 2024 were not material.

F-46

(22) Subsequent Events

On April 29, 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 May 12, 2025, and a payment date of May 19, 2025.

F-47

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented in this section as follows:

• Overview

• Results of Operations

• Non-GAAP Measures and Reconciliations

• Liquidity and Capital Resources

• Critical Accounting Policies and Estimates

OVERVIEW

Tiptree allocates capital to select small and middle market companies with the mission of building long-term value. Established in 2007, we have a significant track record investing in the insurance sector and across a variety of other industries, including mortgage, specialty finance and shipping. Our largest operating subsidiary, Fortegra, is a leading provider of specialty insurance products and related services. We also generate earnings from a diverse group of select investments that we refer to as Tiptree Capital, which includes our Mortgage segment and other, non-insurance businesses and assets. We evaluate performance primarily by the comparison of stockholders’ long-term total return on capital, as measured by growth in stock price plus dividends paid, in addition to Adjusted Net Income.

Our first quarter of 2025 highlights include:

Overall:

• Tiptree reported net income of $5.6 million for the three months ended March 31, 2025, compared to $9.1 million in the prior year period, driven by growth in Fortegra’s underwriting and fee income, which was more than offset by lower net realized and unrealized investments gains, and incremental interest expense on $74.8 million of outstanding borrowings at the holding company level. Return on average equity was 4.8%, compared to 8.6% in the three months ended March 31, 2024.

• Adjusted net income of $23.3 million increased from $20.5 million in the three months ended March 31, 2024, driven by growth in insurance operations. Adjusted return on average equity was 20.0%, as compared to 19.5% in the three months ended March 31, 2024.

Insurance:

• Gross written premiums and premium equivalents were $753.2 million for the three months ended March 31, 2025, an increase of $89.8 million, or 13.5%, from the prior year period as a result of growth in E&S insurance lines in the U.S. and Europe.

• Net written premiums were $357.7 million for the three months ended March 31, 2025, an increase of 12.4%, driven by growth in gross written premiums.

• Total revenues were $480.6 million, an increase of $1.8 million, or 0.4%, from the three months ended March 31, 2024, driven by premium growth in specialty E&S and admitted insurance lines in the U.S. and Europe.

• Combined ratio of 89.9%, driven by consistent underwriting performance and the scalability of Fortegra’s operating platform.

• Income before taxes of $38.1 million as compared to $36.8 million in 2024, with the increase driven by growth in underwriting and fee revenues. Return on average equity was 17.7% in 2025 as compared to 22.3% in the three months ended March 31, 2024.

• Adjusted net income (before NCI) was $40.5 million, an increase of $6.3 million, or 18.6%, from the three months ended March 31, 2024. Adjusted return on average equity was 25.0%, as compared to 28.3% in the three months ended March 31, 2024.

• Fortegra’s total stockholders’ equity was $667.9 million as of March 31, 2025, compared to $625.5 million as of December 31, 2024, with the increase driven by growth in retained earnings and a decrease in the accumulated other comprehensive loss position.

Tiptree Capital:

• Mortgage loss before taxes was $0.2 million for the three months ended March 31, 2025, as compared to income of $0.8 million in the three months ended March 31, 2024, with the decrease driven by the negative fair value adjustments in mortgage servicing rights and lower origination volumes, partially offset by higher loan servicing fees.

Key Trends:

Our results of operations are affected by a variety of factors including, but not limited to, general economic conditions and GDP growth, market liquidity and volatility, consumer confidence, U.S. demographics, employment and wage growth, business confidence and investment, inflation, interest rates and spreads, the impact of the regulatory environment, and the other factors set forth in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Generally, our businesses are positively affected by a healthy U.S. consumer, stable to gradually rising interest rates, stable markets and business conditions, and global growth and trade flows. Conversely, rising unemployment, volatile markets, rapidly rising interest rates, inflation, changing regulatory requirements, economic uncertainty arising from the imposition of tariffs, and slowing business conditions can have a material adverse effect on our results of operations or financial condition.

Insurance results primarily depend on pricing, underwriting, risk retention and the accuracy of reserves, reinsurance arrangements, returns on invested assets, and policy and contract renewals and run-off. Factors affecting these items, including conditions in financial markets, the global economy and the markets in which we operate, fluctuations in exchange rates, interest rates and inflation, including the current period of inflationary pressures, may have a material adverse effect on our results of operations or financial condition. Fortegra designs, markets and underwrites specialty property and casualty insurance products for select target markets or niches. The business has historically generated significant fee-based revenues by incorporating value-add coverages and services. Underwriting risk is mitigated through a combination of reinsurance and sliding scale commission structures with agents, distribution partners and/or third-party reinsurers. To mitigate counterparty risk, Fortegra ensures its reinsurance receivables are placed with highly rated and appropriately capitalized counterparties or with our distribution partners’ captive insurance vehicles which are collateralized with highly liquid investments, cash or letters of credit. While Fortegra’s insurance operations have historically maintained a relatively stable combined ratio, initiatives to change the business mix along with these economic factors could generate different results than the business has historically experienced. In particular, inflation can have an impact on replacement costs associated with claims from our customers to the extent we are unable to pass the higher costs of claims through higher premiums. In addition, fluctuations of the U.S. dollar relative to other currencies, including the British pound and Euro, would have an impact on book value between periods.

Fortegra’s investment portfolio includes fixed maturity securities, loans, credit investment funds, and equity securities. Many of those investments are held at fair value. From 2021 to 2024, the U.S. fixed income markets experienced a significant rise in interest rates. Rising interest rates have and could continue to impact the value of Fortegra’s fixed maturity securities, with any unrealized losses recorded in equity, and if realized, could impact our results of operations. Offsetting the impact of a rising interest rate environment, new investments in fixed rate instruments from both maturities and portfolio growth have and could continue to result in higher net interest income on investments. The weighted average duration of our fixed income available for sale securities is less than three years. While our asset and liability mix is relatively matched, should we need to liquidate any of these investments before maturity to pay claims, any realized losses could materially negatively impact our results of operations. Changes in fair value for loans, credit investment funds, and equity securities in Fortegra’s investment portfolio are reported as unrealized gains or losses in revenues and can be impacted by changes in interest rates, credit risk, currency risk, or market risk, including specific company or industry factors. In addition, our equity holdings are relatively concentrated. General equity market trends, along with company and industry specific factors, can impact the fair value which can result in unrealized gains and losses affecting our results.

Elevated 10-year treasury yields, and the tapering of the Federal Reserve’s purchases of mortgage-backed securities, has resulted in substantial increases in mortgage interest rates. Low mortgage interest rates driven by the Federal Reserve intervention in mortgage markets, and rising home prices in certain markets, provided tailwinds to the mortgage markets in 2020 and 2021, which benefited our mortgage operations and margins. The substantial rise in rates resulted in a sharp reversal of those trends, with volumes and margins declining significantly. Only partially offsetting the declines in mortgage originations is an increase in the fair value of our mortgage servicing portfolio as rising rates slow prepayment speeds, with a resulting increase in servicing income. Continued elevated mortgage rates could have a negative impact on our mortgage operations, and is likely to be only partially mitigated by the improvement in mortgage servicing revenues. A sustained period of negative profitability in the mortgage industry could also impact the availability of funding sources for our mortgage business.

Rising interest rates can also impact the cost of floating interest rate debt obligations, while declining rates can decrease the cost of debt. Our secured revolving and term credit agreements, preferred trust securities and asset based revolving financing are all floating rate obligations.

RESULTS OF OPERATIONS

The following is a summary of our condensed consolidated financial results for the three months ended March 31, 2025 and

2024. In addition to GAAP results, management uses the Non-GAAP measures Adjusted net income, Adjusted return on average equity and book value per share as measurements of operating performance. Management believes these measures provide supplemental information useful to investors as they are frequently used by the financial community to analyze financial performance and comparison among companies.

Adjusted Net Income and Adjusted Return on Average Equity. Adjusted net income is defined as income before taxes, less provision (benefit) for income taxes, and excluding the after-tax impact of various expenses that we consider to be unique and non-recurring in nature, including merger and acquisition related expenses, stock-based compensation, net realized and unrealized gains (losses) and intangibles amortization associated with purchase accounting. The calculation of adjusted net income excludes net realized and unrealized gains (losses) that relate to investments or assets rather than business operations. Adjusted return on average equity represents adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. Management uses Adjusted net income and adjusted return on average equity as part of its capital allocation process and to assess comparative returns on invested capital. We believe adjusted net income provides additional clarity on the results of the Company’s underlying business operations as a whole for the periods presented by excluding distortions created by the unpredictability and volatility of realized and unrealized gains (losses). We also believe adjusted net income provides useful supplemental information to investors as it is frequently used by the financial community to analyze financial performance between periods and for comparison among companies.

Adjusted net income and adjusted return on average equity are not measurements of financial performance or liquidity under GAAP and should not be considered as an alternative or substitute for GAAP net income. See “Non-GAAP Reconciliations” for a reconciliation of these measures to their GAAP equivalents.

Selected Key Metrics


($ in thousands, except per share information)	Three Months Ended March 31,
GAAP:		2025			2024
Total revenues		$	497,426		$	498,221
Net income (loss) attributable to common stockholders		$	5,635		$	9,050
Diluted earnings per share		$	0.13		$	0.22
Cash dividends paid per common share		$	0.06		$	0.06
Return on average equity		4.8		%	8.6		%

Non-GAAP: (1)
Adjusted net income		$	23,332		$	20,533
Adjusted return on average equity		20.0		%	19.5		%

(1) See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Revenues

For the three months ended March 31, 2025, revenues were $497.4 million, which decreased $0.8 million, or 0.2%, compared to the prior year period. The change was primarily driven by growth in earned premiums, net, and higher investment income, more than offset by declines in service and administrative fees, and lower net realized and unrealized gains.

The table below provides a break down between net realized and unrealized gains and losses from Invesque and other securities which impacted our consolidated results on a pre-tax basis. Many investments are carried at fair value and marked to market through unrealized gains and losses. As a result, we expect earnings related to these investments to be relatively volatile between periods. Fixed income securities are primarily marked to market through AOCI in stockholders’ equity and do not impact net realized and unrealized gains and losses until they are sold.


($ in thousands)	Three Months Ended March 31,
		2025		2024

Net realized and unrealized gains (losses) - Invesque (1)		$	—	$	(3,536)
Net realized and unrealized gains (losses) (2)		$	(3,692)	$	9,656

(1) On April 15, 2024, the Company sold its 16.98 million shares of Invesque for $0.6 million of proceeds resulting in a realized loss of $134.2 million.

(2) Excludes Invesque and Mortgage realized and unrealized gains and losses.

Net Income (Loss) Attributable to common stockholders

For the three months ended March 31, 2025, the net income attributable to common stockholders was $5.6 million, compared to $9.1 million in the prior year period, driven by growth in Fortegra’s underwriting and fee income, which was more than offset by lower net realized and unrealized investments gains, and incremental interest expense on $74.8 million of outstanding borrowings at the holding company level.

Adjusted net income & Adjusted return on average equity - Non-GAAP

Adjusted net income for the three months ended March 31, 2025 was $23.3 million, an increase of $2.8 million, or 13.6%, from the three months ended March 31, 2024, driven by growth in our insurance operations. For the three months ended March 31, 2025, adjusted return on average equity was 20.0%, as compared to 19.5% for the three months ended March 31, 2024, driven by the increase in adjusted net income.

Book Value per share - Non-GAAP

Total stockholders’ equity was $683.5 million as of March 31, 2025 compared to $598.6 million as of March 31, 2024, with the increase driven by comprehensive income over the trailing four quarters, partially offset by net changes in non-controlling interests and preferred dividends paid at Fortegra. In the three months ended March 31, 2025, Tiptree returned $2.3 million to stockholders through dividends paid.

Book value per share for the period ended March 31, 2025 was $12.63, an increase from book value per share of $11.55 as of March 31, 2024, driven by comprehensive income per share, partially offset by dividends paid of $0.49 per share, net changes in non-controlling interests and preferred dividends paid at Fortegra.

Results by Segment

We classify our business into two reportable segments, Insurance and Mortgage, with the remainder of our operations aggregated into Tiptree Capital - Other. Corporate activities include holding company interest expense, corporate employee compensation and benefits, and other expenses, including public company expenses.

The following tables present the components of Revenue, Income (loss) before taxes and Adjusted net income for the following periods:


($ in thousands)	Three Months Ended March 31,
		2025		2024
Revenues:
Insurance		$	480,581	$	478,756
Mortgage		15,179		15,891
Tiptree Capital - other		1,666		3,574
Corporate		—		—
Total revenues		$	497,426	$	498,221

Income (loss) before taxes:
Insurance		$	38,054	$	36,811
Mortgage		(210)		753
Tiptree Capital - other		184		2,993
Corporate		(12,678)		(10,858)
Total income (loss) before taxes		$	25,350	$	29,699

Non-GAAP - Adjusted net income: (1)
Insurance		$	32,017	$	27,057
Mortgage		610		(309)
Tiptree Capital - other		(447)		653
Corporate		(8,848)		(6,868)
Total adjusted net income		$	23,332	$	20,533

(1) See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Insurance

Our principal operating subsidiary, Fortegra, is a specialty insurance underwriter and service provider, which focuses on niche lines and fee-oriented services. The combination of specialty insurance underwriting, service contract products, and related service solutions delivered through a vertically integrated business model creates a blend of traditional underwriting revenues, investment income and unregulated fee revenues. The business is an agent-driven model, distributing products through independent insurance agents, consumer finance companies, online retailers, auto dealers, and regional big box retailers to deliver products that complement the consumer transaction.

As of March 31, 2025, Fortegra was owned approximately 79.1% by Tiptree, 17.7% by Warburg and 3.2% by management and directors of Fortegra, before giving effect to the exercise of outstanding warrants and the conversion of outstanding preferred stock. The following tables and discussion present the Insurance segment results, including non-controlling interests, for the three months ended March 31, 2025 and 2024.

Components of our Results of Operations

Revenues

Earned Premiums, net represents the earned portion of gross written and assumed premiums, less the earned portion that is ceded to third-party reinsurers under reinsurance agreements. Fortegra’s insurance policies generally have a term of six months to seven years depending on the underlying product and premiums are earned pro rata over the term of the policy. At the end of each reporting period, premiums written but not earned are classified as unearned premiums and are earned in subsequent periods over the remaining term of the policy.

Service and Administrative Fees represent the earned portion of gross written premiums and premium equivalents, which is generated from non-insurance products including warranty service contracts, motor club contracts and other services offered as part of Fortegra’s vertically integrated product offerings. Such fees are typically positively correlated with transaction volume and are recognized as revenue when realized and earned. At the end of each reporting period, gross written premiums and premium equivalents written for service contracts not earned are classified as deferred revenue, which are earned in subsequent periods over the remaining term of the policy.

Ceding Commissions and Other Revenue consists of commissions earned on policies written on behalf of third-party insurance companies with no exposure to the insured risk and certain fees earned in conjunction with underwriting policies. Other revenue also includes the interest income earned on the premium finance product offering.

Net Investment Income represents earned investment income on our portfolio of invested assets. Our invested assets are primarily comprised of fixed maturity securities, and may also include cash and cash equivalents and equity securities. The principal factors that influence net investment income are the size of our investment portfolio, the yield on that portfolio and expenses due to external investment managers. The insurance investment portfolio includes investments held in statutory insurance companies and in unregulated entities. The portfolios held in statutory insurance companies are subject to different regulatory considerations, including with respect to types of assets, concentration limits, affiliate transactions and the use of leverage.

Net Realized and Unrealized Gains (Losses) on investments are a function of the difference between the amount received by us on the sale of a security and the security’s cost-basis, as well as any “other-than-temporary” impairments and allowances for credit losses which are recognized in earnings. In addition, equity securities and certain other investments are carried at fair value with unrealized gains and losses included in this line. Fortegra’s investment strategy is designed to achieve attractive risk-adjusted returns across select asset classes, sectors and geographies while maintaining adequate liquidity to meet claims payment obligations. As such, volatility from realized and unrealized gains and losses may impact period-over-period performance. Unrealized gains and losses on equity securities and loans held at fair value impact current period net income, while unrealized gains and losses on AFS securities impact AOCI.

Expenses

Net Losses and Loss Adjustment Expenses represent actual insurance claims paid, changes in unpaid claim reserves, net of amounts ceded and the costs of administering claims for insurance lines. Incurred claims are impacted by loss frequency, which is a measure of the number of claims per unit of insured exposure, and loss severity, which is based on the average size of claims. Factors affecting loss frequency and loss severity include the volume of underwritten contracts, changes in claims reporting patterns, claims settlement patterns, judicial decisions, economic conditions, morbidity patterns and the attitudes of claimants towards settlements, and original pricing of the product for purposes of the loss ratio in relation to loss emergence over time. Losses and loss adjustment expenses are based on an actuarial analysis of the estimated losses, including losses incurred during the period and changes in estimates from prior periods.

Member Benefit Claims represent the costs of services and replacement devices incurred in warranty and motor club service contracts. Member benefit claims represent claims paid on behalf of contract holders directly to third-party providers for roadside assistance and for the repair or replacement of covered products. Claims can also be paid directly to contract holders as a reimbursement payment, provided supporting documentation of loss is submitted to the Company. Claims are recognized as expense when incurred.

Commission Expenses reflect commissions paid to retail agents, program administrators and managing general underwriters, net of ceding commissions received on business ceded under certain reinsurance contracts. Commission expenses are deferred and amortized to expense in proportion to the premium earned over the policy life. Commission expense is incurred on most product lines. The majority of commissions are retrospective commissions paid to agents, distributors and retailers selling the Company’s products, including credit insurance policies, warranty service contracts and motor club memberships. When claims increase, in most cases distribution partners bear the risk through a reduction in their retrospective commissions. Commission rates are, in many cases, set by state regulators, such as in credit and collateral protection programs and are also impacted by market conditions and the retention levels of distribution partners.

Operating and Other Expenses represent the general and administrative expenses of insurance operations including employee compensation and benefits and other expenses, including, technology costs, office rent, and professional services fees, such as legal, accounting and actuarial services.

Interest Expense consists primarily of interest expense on corporate revolving debt, notes, preferred trust securities and asset based debt for premium finance and warranty service contract financing, which is non-recourse to Fortegra.

Depreciation Expense is primarily associated with furniture, fixtures and equipment. Amortization Expense is primarily associated with purchase accounting amortization including values associated with acquired customer relationships, trade names and internally developed software and technology.

Key Performance Metrics

We discuss certain key performance metrics, described below, which provide useful information about our business and the operational factors underlying its financial performance.

Gross written premiums and premium equivalents represent total gross written premiums from insurance policies and warranty service contracts issued during a reporting period. They represent the volume of insurance policies written or assumed and warranty service contracts issued during a specific period of time without reduction for policy acquisition costs, reinsurance costs or other deductions. Gross written premiums is a volume measure commonly used in the insurance industry to compare sales performance by period. Premium equivalents are used to compare sales performance of warranty service and administrative contract volumes to gross written premiums. Similar to how management considers gross written premiums to be a relevant measure of volume, regardless of the impact of reinsurance on net earned premiums, management considers premium equivalents to be a relevant measure of contract volume, regardless of whether the Company retains the full obligation. Investors also use these measures to compare sales growth among comparable companies, while management uses these measures to evaluate the relative performance of various sales channels.

Net written premiums are gross written premiums less ceded written premiums. Gross written premiums are the amounts received, or to be received, for insurance policies written or assumed by us during a specific period of time without reduction for policy acquisition costs, reinsurance costs or other deductions. The volume of our gross written premiums in any given period is generally influenced by new business submissions, binding of new business submissions into policies, renewals of existing policies, and average size and premium rate of bound policies. Ceded written premiums are the amount of gross written premiums ceded to reinsurers. We enter into reinsurance contracts to limit our exposure to potential large losses. Ceded written premiums are earned over the reinsurance contract period in proportion to the period of risk covered. The volume of our ceded written premiums is impacted by the level of our gross written premiums and any decision we make to increase or decrease retention levels, policy limits and co-participations.

Combined Ratio, Loss Ratio, Acquisition Ratio, Underwriting Ratio and Operating Expense Ratio

Combined ratio is an operating measure, which equals the sum of the underwriting ratio and the operating expense ratio. Loss ratio is the ratio of the GAAP line items net losses and loss adjustment expenses and member benefit claims to earned premiums, net, service and administrative fees (excluding ceding fees), and other revenue (excluding cash and cash equivalent interest income). Acquisition ratio is the ratio of the GAAP line items commission expense (less ceding fees and ceding commissions) to earned premiums, net, service and administrative fees (excluding ceding fees), and other revenue (excluding cash and cash equivalent interest income). Underwriting ratio is the combination of the loss ratio and the acquisition ratio. Operating expense ratio is the ratio of the GAAP line items employee compensation and benefits and other expenses to earned premiums, net, service and administrative fees (excluding ceding fees) and other revenue (excluding cash and cash equivalent interest income).

A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss. These ratios are commonly used in the insurance industry as a measure of underwriting profitability, excluding earnings on the insurance portfolio. Investors commonly use these measures to compare underwriting performance among companies separate from the performance of the investment portfolio. Management uses these measures to compare the profitability of various products we underwrite as well as profitability among our various agents and sales channels.

Return on average equity is expressed as the ratio of net income to average stockholders’ equity during the period. Management uses this ratio as a measure of the on-going performance of the totality of the Company’s operations.

Non-GAAP Financial Measures

Underwriting and Fee Revenues and Underwriting and Fee Margin

In order to better explain to investors the underwriting performance of the Company’s programs and the respective retentions between the Company and its agents and reinsurance partners, we use the non-GAAP metrics – underwriting and fee revenues and underwriting and fee margin. We generally manage our exposure to the risks we underwrite using both reinsurance (e.g., quota share and excess of loss) and sliding scale commission agreements with our agents (e.g., commissions paid are adjusted based on the actual underlying losses incurred), which mitigates our risk. Generally, when losses are incurred, the risk which is retained by our agents and reinsurers is reflected in a reduction in commissions paid.

Underwriting and fee revenues represents earned premiums, net, service and administrative fees (excluding ceding fees) and other income (excluding cash and cash equivalent interest income). We reconcile underwriting and fee revenues as total revenues excluding net investment income, net realized gains (losses) and net unrealized gains (losses), ceding fees, ceding commissions and cash and cash equivalent interest income as reported in other income. See “—Non-GAAP Reconciliations” for a reconciliation of underwriting and fee revenues to total revenues in accordance with GAAP.

Underwriting and fee margin represents income before taxes excluding net investment income, net realized gains (losses), net unrealized gains (losses), cash and cash equivalent interest income, employee compensation and benefits, other expenses, interest expense and depreciation and amortization. We deliver our products and services on a vertically integrated basis to our agents. As

such, underwriting and fee margin exclude general and administrative expenses, interest income, depreciation and amortization and other corporate expenses, including income taxes, as these corporate expenses support our vertically integrated delivery model and are not specifically supporting any individual business line. See “—Non-GAAP Reconciliations” for a reconciliation of underwriting and fee margin to total revenues in accordance with GAAP.

Adjusted net income represents income before taxes, less provision (benefit) for income taxes, and excluding the after-tax impact of various expenses that we consider to be unique and non-recurring in nature, including merger and acquisition related expenses, stock-based compensation, net realized and unrealized gains (losses), and intangibles amortization associated with purchase accounting. See “—Non-GAAP Reconciliations” for a reconciliation of adjusted net income to net income in accordance with GAAP.

Adjusted return on average equity represents adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. See “—Non-GAAP Reconciliations” for a reconciliation of adjusted return on average equity to return on average equity in accordance with GAAP.

Results of Operations - Three Months Ended March 31, 2025 compared to 2024


($ in thousands)	Three Months Ended March 31,
	2025			2024			Change		% Change
Revenues:
Earned premiums, net	$	363,437		$	347,310		$	16,127	4.6	%
Service and administrative fees	97,298			110,487			(13,189)		(11.9)	%
Ceding commissions	3,633			2,744			889		32.4	%
Net investment income	11,729			6,758			4,971		73.6	%
Net realized and unrealized gains (losses)	(3,419)			2,819			(6,238)		NM%
Other revenue	7,903			8,638			(735)		(8.5)	%
Total revenues	$	480,581		$	478,756		$	1,825	0.4	%
Expenses:
Net losses and loss adjustment expenses	$	179,848		$	175,380		$	4,468	2.5	%
Member benefit claims	29,465			32,284			(2,819)		(8.7)	%
Commission expense	151,600			156,948			(5,348)		(3.4)	%
Employee compensation and benefits	36,435			31,450			4,985		15.9	%
Interest expense	8,886			7,639			1,247		16.3	%
Depreciation and amortization	4,450			5,083			(633)		(12.5)	%
Other expenses	31,843			33,161			(1,318)		(4.0)	%
Total expenses	$	442,527		$	441,945		$	582	0.1	%
Income (loss) before taxes (1)	$	38,054		$	36,811		$	1,243	3.4	%

Key Performance Metrics:
Gross written premiums and premium equivalents	$	753,175		$	663,417		$	89,758	13.5	%
Net written premiums	$	357,689		$	318,151		$	39,538	12.4	%
Loss ratio	46.4		%	46.3		%
Acquisition ratio	29.6		%	31.2		%
Underwriting ratio	76.0		%	77.5		%
Operating expense ratio	13.9		%	12.8		%
Combined ratio	89.9		%	90.3		%
Return on average equity	17.7		%	22.3		%
Non-GAAP Financial Measures (2) :
Adjusted net income (before NCI)	$	40,476		$	34,133		$	6,343	18.6	%
Adjusted return on average equity	25.0		%	28.3		%
Adjusted net income	$	32,017		$	27,057		$	4,960	18.3	%

(1) Net income was $28.4 million for the three months ended March 31, 2025 compared to $26.9 million for the three months ended March 31, 2024.

(2) See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Revenues - Three Months Ended March 31, 2025 compared to 2024

For the three months ended March 31, 2025, total revenues increased 0.4%, to $480.6 million, as compared to $478.8 million for the three months ended March 31, 2024. Earned premiums, net of $363.4 million increased $16.1 million, or 4.6%, driven by growth in admitted and E&S commercial lines. Earned premiums assumed from other insurance companies were $141.1 million, or 38.8% of the total, compared to $141.3 million, or 40.7% of the total, in the prior year period. As it expands to new geographies and expands product offerings, the Company works to obtain necessary licenses and intends to write this business directly upon

obtaining necessary licenses. The Company views direct written and assumed business as having similar characteristics. For the presented periods, earned premiums, net, did not include any significant regional geographic concentrations. Service and administrative fees of $97.3 million decreased by 11.9% driven by decrease in warranty and consumer goods service contract revenues in U.S. and Europe. Ceding commissions of $3.6 million increased by $0.9 million, or 32.4%. Other revenues decreased by $0.7 million, or 8.5%, driven by decrease in interest income on cash equivalents and premium finance product offerings.

For the three months ended March 31, 2025, 22.6% of revenues were derived from fees that were not solely dependent upon the underwriting performance of Fortegra’s insurance products, resulting in more diversified earnings. For the three months ended March 31, 2025, 79.5% of fee-based revenues were generated in non-regulated service companies, with the remainder in regulated insurance companies.

For the three months ended March 31, 2025, net investment income was $11.7 million as compared to $6.8 million in the prior year period, an increase of $5.0 million driven by increased yields on investments. Net realized and unrealized losses were $3.4 million, compared to net realized and unrealized gains of $2.8 million in the prior year period, primarily driven by the change in fair value of equity securities and other investments carried at fair value. Unrealized gains on AFS securities impacting OCI for the three months ended March 31, 2025 were $9.9 million, driven by positive fair value adjustments on U.S. Treasury securities and obligations of U.S. government authorities and agencies, corporate bonds and other investments.

Expenses - Three Months Ended March 31, 2025 compared to 2024

For the three months ended March 31, 2025, net losses and loss adjustment expenses were $179.8 million, member benefit claims were $29.5 million and commission expense was $151.6 million, as compared to $175.4 million, $32.3 million, and $156.9 million respectively, for the three months ended March 31, 2024. The increase in net losses and loss adjustment expenses was $4.5 million, or 2.5%. During the three months ended March 31, 2025, the Company experienced favorable prior year development of $4.0 million primarily as a result of lower-than-expected claims in its commercial lines of business. In the three months ended March 31, 2024, the Company experienced unfavorable prior year development of $0.8 million primarily driven by higher-than-expected claim severity in our commercial lines of business, primarily driven by one partner. For the three months ended March 31, 2025 and 2024, net losses and adjustment expenses included $30.3 million and $1.1 million of net catastrophe losses, respectively, primarily related to the California wildfires for the 2025 period. The decrease in member benefit claims of $2.8 million, or 8.7%, was in line with decrease in service and administrative fees, and driven by moderating inflation on replacement costs and labor rates. Commission expense decreased by $5.3 million, or 3.4%, driven by impacts from sliding scale commission structures, partially offset by the growth in earned premiums.

For the three months ended March 31, 2025, employee compensation and benefits were $36.4 million and other expenses were $31.8 million, as compared to $31.5 million and $33.2 million, respectively, for the three months ended March 31, 2024. Employee compensation and benefits increased by $5.0 million, or 15.9%, driven by investments in human capital associated with growth in E&S, admitted and services lines. Other expenses decreased by $1.3 million, or 4.0%, driven by a change in fair value of the Fortegra Additional Warrant liability of $2.0 million, in comparison to $4.2 million in three months ended March 31, 2024.

For the three months ended March 31, 2025, interest expense was $8.9 million as compared to $7.6 million for the three months ended March 31, 2024. On November 7, 2024, Fortegra issued 150.0 million of 9.25% Fixed Rate Resetting Junior Subordinated Notes due November 2064. The proceeds of the 2024 Notes were used to repay outstanding indebtedness under Fortegra’s credit agreement, for insurance company growth capital and general corporate purposes. The increase in interest expense of $1.2 million, or 16.3%, was primarily driven by was primarily driven by the issuance of the new debt.

For the three months ended March 31, 2025, depreciation and amortization expense was $4.5 million, including $3.3 million of intangible amortization related to purchase accounting associated with acquisitions of Fortegra in 2014 and additional services businesses from 2019 to 2023, as compared to $5.1 million, including $4.0 million of intangible amortization from purchase accounting in 2024.

Gross Written Premiums and Premium Equivalents (1)

The below table shows gross written premiums and premium equivalents by business mix for the three months ended March 31, 2025 and 2024:


($ in thousands)	Three Months Ended March 31,
	2025		2024
Property and short-tail	$	219,811	$	149,193
Contractual liability	76,294		83,209
General liability	98,884		72,470
Alternative risks	85,180		76,668
Professional liability	63,987		68,168
Europe	46,976		41,708
Commercial lines	$	591,132	$	491,416
Personal lines	75,479		78,435
Insurance	$	666,611	$	569,851
Auto and consumer goods warranty	74,846		81,968
Other services	11,718		11,598
Services	$	86,564	$	93,566
Total	$	753,175	$	663,417

(1) The total gross written premiums and premium equivalents of $753.2 million and $663.4 million for the three months ended March 31, 2025 and 2024, respectively, were comprised of gross written premiums of $538.7 million and $457.1 million, plus assumed premiums of $127.9 million and $112.7 million, plus gross service and administrative fee additions of $86.6 million and $93.6 million, respectively. See Note (6) Reinsurance Recoverable and Prepaid Reinsurance Premiums and Note (12) Revenue from Contracts with Customers within the respective periods for more information.

Total gross written premiums and premium equivalents for the three months ended March 31, 2025 were $753.2 million, representing an increase of $89.8 million, or 13.5%. The increase was driven by a combination of factors including expanding Fortegra’s distribution partner network, and growing E&S insurance lines.

For the three months ended March 31, 2025, Insurance increased by $96.8 million, or 17.0%, driven by growth in specialty commercial lines, including E&S business, partially offset by decline in the personal lines. For the three months ended March 31, 2025, Services decreased by $7.0 million, or 7.5%, driven by lower volume in consumer goods and vehicle service contracts.

Net written premiums


($ in thousands)	Three Months Ended March 31,
	2025		2024
Property and short-tail	$	129,517	$	108,436
Contractual liability	20,572		21,765
General liability	46,056		28,460
Alternative risks	61,972		56,488
Professional liability	24,714		22,305
Europe	41,362		41,708
Commercial lines	$	324,193	$	279,162
Personal lines	33,496		38,989
Insurance	$	357,689	$	318,151

Net written premiums for the three months ended March 31, 2025 were $357.7 million, representing an increase of $39.5 million, or 12.4%, consistent with growth in gross written premiums. For the three months ended March 31, 2025, commercial lines increased by $45.0 million, or 16.1%, driven by growth in E&S and specialty admitted business. For the three months ended March 31, 2025, personal lines decreased by $5.5 million, or 14.1%, driven by declines in personal credit and auto insurance lines. Property and short-tail lines represented $129.5 million, or 36.2%, of the total net written premiums for the three months ended March 31, 2025 compared to $108.4 million, or 34.1%, for the prior year period. Property and short-tail net written premiums were diversified by geographic location, exposure and risk type with substantial reinsurance protection. As of March 31, 2025, the net loss to the Company in a 1-in-250 year catastrophe event represented approximately 3.9% of Fortegra’s stockholders’ equity. This reported loss includes the impact of incurred losses based on the estimated frequency and severity of potential events, reinstatements premiums, reinsurance recoveries and taxes.

Combined Ratio

The combined ratio was 89.9% for the three months ended March 31, 2025, compared to 90.3% for the prior year period, reflecting the consistent underwriting performance and scalability of the Company’s operating platform. The underwriting ratio was 76.0%, a decrease of 1.5 percentage points from the prior year period, which consists of a loss ratio of 46.4%, compared to 46.3% in the

prior year period, and an acquisition ratio of 29.6%, compared to 31.2% in the prior year period. The increase in loss ratio was driven by changes in business mix towards commercial lines and increases in repair and labor costs on vehicle service contracts compared to prior year period, which was offset by the decline in acquisition ratio as a result of swing rate commission structures. Additionally, for the three months ended March 31, 2025, the loss ratio included 6.7 percentage points related to net catastrophe losses as compared to 0.3 percentage points in the prior year period. The primary catastrophic events impacting 2025 were the California wildfires. The operating expense ratio increased 1.1 percentage points to 13.9%, as compared to 12.8% in the prior year period.

Underwriting and Fee Revenues and Underwriting and Fee Margin - Non-GAAP

The below tables show underwriting and fee revenues and underwriting and fee margin by business mix for the three months ended March 31, 2025 and 2024.


	Three Months Ended March 31,
($ in thousands)	2025									2024
	Insurance			Services			Total			Insurance			Services			Total
Underwriting and Fee Revenues (1)	$	364,739		$	86,492		$	451,231		$	350,192		$	97,891		$	448,083

Net losses and loss adjustment expenses	179,848			—			179,848			175,380			—			175,380
Member benefit claims	—			29,465			29,465			—			32,284			32,284
Commission expense (2)	100,578			32,782			133,360			105,370			34,215			139,585
Underwriting and Fee Margin (1)	$	84,313		$	24,245		$	108,558		$	69,442		$	31,392		$	100,834

Loss ratio	49.3		%	34.1		%	46.4		%	50.1		%	33.0		%	46.3		%
Acquisition ratio	27.6		%	37.9		%	29.6		%	30.1		%	35.0		%	31.2		%
Underwriting ratio	76.9		%	72.0		%	76.0		%	80.2		%	68.0		%	77.5		%

(1) See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

(2) Commission expense in this table is presented net of ceding fees and ceding commissions of $14.6 million and $3.6 million, respectively, as of the three months ended March 31, 2025, and $14.6 million and $2.7 million, respectively, as of the three months ended March 31, 2024.

Underwriting and fee revenues were $451.2 million for the three months ended March 31, 2025 as compared to $448.1 million for the three months ended March 31, 2024. Total underwriting and fee revenues increased $3.1 million, or 0.7%, driven by growth in Insurance. The increase in Insurance was $14.5 million, or 4.2%, driven by growth in commercial, E&S, and credit insurance lines. The decrease in Services was $11.4 million, or 11.6%, driven by decrease in vehicle service contracts and premium finance offerings.

Underwriting and fee margin was $108.6 million for the three months ended March 31, 2025 as compared to $100.8 million for the three months ended March 31, 2024. Total underwriting and fee margin increased $7.7 million, or 7.7%, driven by growth in Insurance. Insurance grew by $14.9 million, or 21.4%, from growth in specialty E&S and admitted lines. Services decreased by $7.1 million, or 22.8%, primarily driven by decrease in vehicle service contracts and premium finance offerings.

Return on Average Equity

Return on average equity was 17.7% for the three months ended March 31, 2025, as compared to 22.3% for the three months ended March 31, 2024, with the decrease driven by slower revenue growth, partially offset by improvement of the combined ratio.

Adjusted Net Income and Adjusted Return on Average Equity - Non-GAAP

For the three months ended March 31, 2025, adjusted net income and adjusted return on average equity were $40.5 million and 25.0%, respectively, as compared to $34.1 million and 28.3%, respectively, for the three months ended March 31, 2024. The improvement of adjusted net income was driven by the growth in revenues and consistent combined ratio, in addition to improvements in net investment income.

Tiptree Capital

Tiptree Capital consists of our Mortgage segment, which includes the operating results of Reliance, our mortgage business, and Tiptree Capital - Other, which consists of our other non-insurance operating businesses and investments.

Mortgage

Through our Mortgage operating subsidiary, Reliance, we originate, sell, securitize and service one-to-four-family, residential mortgage loans, comprised of conforming mortgage loans, Federal Housing Administration (“FHA”), Veterans Administration (“VA”), United States Department of Agriculture (“USDA”), and to a lesser extent, non-agency jumbo prime.

We are an approved seller/servicer for Fannie Mae and Freddie Mac. We are also an approved issuer and servicer for Ginnie Mae. We originate residential mortgage loans through our retail distribution channel (directly to consumers) in 39 states and the District of Columbia as of March 31, 2025.

Components of our Results of Operations

Revenues

Net Realized and Unrealized Gains (Losses) include gains on sale of mortgage loans and the fair value adjustment in mortgage servicing rights. Gains on the sale of mortgage loans represent the difference between the selling price and carrying value of loans sold and are recognized upon settlement. Such gains also include the changes in fair value of loans held for sale and loan-related hedges and derivatives. We transfer the risk of loss or default to the loan purchaser, however, in some cases we are required to indemnify purchasers for losses related to non-compliance with borrowers’ creditworthiness and collateral requirements. Because of this, we recognize gains on sale net of required indemnification and premium recapture reserves. The fair value adjustment on mortgage servicing rights represents fair value adjustments considering estimated prepayments and other factors associated with changes in interest rates, plus actual run-off in the servicing portfolio. We report these adjustments separate from servicing income and servicing expense.

Other Revenue includes loan origination fees, interest income, and mortgage servicing income. Loan origination fees are earned as mortgage loans are funded. Servicing fees are earned over the life of the loan. Interest income includes interest earned on loans held for sale and interest income on bank balances and short-term investments.

Expenses

Employee Compensation and Benefits includes salaries, commissions, benefits, bonuses, other incentive compensation and related taxes for employees. Commissions expense for sales staff generally varies with loan origination volumes.

Interest Expense represents borrowing costs under warehouse and other credit facilities used primarily to fund loan originations. Amortization of deferred financing costs, including commitment fees, is included in interest expense.

Depreciation is mainly associated with furniture, fixtures and equipment. Amortization is primarily associated with a trade name and internally developed software.

Other Expenses include loan origination expenses, namely, leads, appraisals, credit reporting and licensing fees, general and administrative expenses, including office rent, insurance, legal, consulting and payroll processing expenses, and servicing expense.

The following tables present the Mortgage segment results for the following periods:

Results of Operations


($ in thousands)	Three Months Ended March 31,
		2025			2024
Revenues:
Net realized and unrealized gains (losses)		$	9,510		$	10,664
Other revenue		5,669			5,227
Total revenues		$	15,179		$	15,891
Expenses:
Employee compensation and benefits		$	9,316		$	9,239
Interest expense		302			651
Depreciation and amortization		74			125
Other expenses		5,697			5,123
Total expenses		$	15,389		$	15,138
Income (loss) before taxes		$	(210)		$	753

Key Performance Metrics:
Origination volumes		$	209,142		$	210,402
Gain on sale margins		4.8		%	5.0		%
Return on average equity		(1.0)		%	4.5		%







Non-GAAP Financial Measures (1) :
Adjusted net income		$	610		$	(309)
Adjusted return on average equity		4.4		%	(2.4)		%

(1) See “ — Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Revenues - Three Months Ended March 31, 2025 compared to 2024

For the three months ended March 31, 2025, $209.1 million of loans were funded, compared to $210.4 million for the prior year period, a decrease of $1.3 million, or 0.6%. Gain on sale margins decreased to 4.8% for the three months ended March 31, 2025, as compared to 5.0% for the three months ended March 31, 2024.

Net realized and unrealized gains for the three months ended March 31, 2025 were $9.5 million, compared to $10.7 million in the prior year period, a decrease of $1.2 million or 10.8%. The primary driver of decreased gain on sale revenues for three months ended March 31, 2025 were lower origination volumes, and the negative fair value adjustment in mortgage servicing rights of $1.0 million in 2024 compared to a positive fair value adjustment of $1.2 million in the prior year period.

Other revenue for the three months ended March 31, 2025 was $5.7 million, compared to $5.2 million in the prior year period, an increase of $0.4 million, or 8.5%. The increase was driven by higher loan servicing income and higher loan origination fees. As of March 31, 2025, the mortgage servicing asset was $41.3 million, a decrease from $42.6 million as of December 31, 2024.

Expenses - Three Months Ended March 31, 2025 compared to 2024

For the three months ended March 31, 2025, employee compensation and benefits were $9.3 million, compared to $9.2 million in the prior year period, an increase of $0.1 million or 0.8%.

For the three months ended March 31, 2025, interest expense was at $0.3 million, compared to $0.7 million in prior year period, driven by lower interest rates.

For the three months ended March 31, 2025, other expenses $5.7 million, compared to 5.1 million in the prior year period, an increase of $0.6 million, with the increase driven by a higher mortgage operational expenses.

Income (loss) before taxes - Three Months Ended March 31, 2025 compared to 2024

The loss before taxes for the three months ended March 31, 2025 was $0.2 million, compared to income before taxes of $0.8 million in the prior year period. The decrease was driven by lower mortgage volumes, negative fair value adjustment in mortgage servicing rights, partially offset by higher and servicing fees.

Tiptree Capital - Other

The following tables present a summary of Tiptree Capital - Other results for the following periods:

Results of Operations


($ in thousands)	Three Months Ended March 31,
		2025			2024
Revenues:
Net realized and unrealized gains (losses)		$	740		$	2,141
Other income		926			1,433
Total revenue		$	1,666		$	3,574
Expenses:
Employee compensation and benefits		$	102		$	107

Other expenses		1,380			474
Total expenses		$	1,482		$	581
Income (loss) before taxes		$	184		$	2,993

Non-GAAP Financial Measures (1) :
Adjusted net income (before NCI)		$	(447)		$	653
Adjusted return on average equity		(2.9)		%	2.7		%

(1) See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Revenues

Tiptree Capital - Other earns revenues from the following sources: net interest income, realized and unrealized gains and losses on the Company’s investment holdings (including Invesque until the sale in April 2024); and charter revenues from vessels within the Company’s maritime transportation operations. Subsequent to the sale of our dry bulk and tanker vessels, operations include two smaller vessels and other ancillary assets.

Revenues for the three months ended March 31, 2025 were $1.7 million compared to $3.6 million in the prior year period with the decrease driven by realized investments gains on securities in the Company’s investment holdings in 2024, and lower interest income on cash and cash equivalents recorded in other income in 2025 compared to 2024.

Income (loss) before taxes

Income before taxes from Tiptree Capital - Other for the three months ended March 31, 2025 was $0.2 million, compared to the income before taxes of $3.0 million in the prior year period driven by increased other expenses.

Adjusted net income - Non-GAAP (1)

Adjusted net loss for the three months ended March 31, 2025 was $0.4 million, compared to the adjusted net income of $0.7 million in 2024, with the decrease driven by increased other expenses, and lower interest income on cash and cash equivalents and U.S. Treasury securities recorded in other income.

Corporate

The following table presents a summary of corporate results for the following periods:

Results of Operations


($ in thousands)	Three Months Ended March 31,
		2025		2024
Employee compensation and benefits		$	2,163	$	1,796
Employee incentive compensation expense		7,068		6,594
Interest expense		1,172		—
Depreciation and amortization		357		360
Other expenses		1,918		2,108
Total expenses		$	12,678	$	10,858

Corporate expenses include expenses of the holding company for employee compensation and benefits, interest expense, and public company and other expenses. Corporate employee compensation and benefits includes the expense of management, legal and accounting staff. Other expenses primarily consisted of audit and professional fees, insurance, office rent and other related expenses.

Employee compensation and benefits, including incentive compensation expense, were $9.2 million for the three months ended March 31, 2025, compared to $8.4 million for the prior year period, driven by an increase in accrued incentive compensation expense. Of the incentive compensation expense in the three months ended March 31, 2025, $6.9 million was stock-based compensation expense, compared to $3.1 million in 2024. The interest expense was $1.2 million as of March 31, 2025. As of March 31, 2025 the outstanding borrowing on the facility was $74.8 million compared to no outstanding borrowings in 2024. Other expenses declined to $1.9 million driven primarily by decreased professional fees.

Provision for Income Taxes

The total income tax expense of $12.4 million and $13.8 million for the three months ended March 31, 2025 and 2024, respectively, is reflected as a component of net income (loss). For the three months ended March 31, 2025 and 2024, the Company’s effective tax rate was equal to 48.8% and 46.5%, respectively, with both significantly higher than the U.S. statutory income tax rate of 21.0%, primarily due to the impact of outside basis deferred taxes on Tiptree’s investment in Fortegra.

On April 15, 2024, the Company sold its 16.98 million shares of Invesque for $0.6 million of proceeds resulting in a capital loss carryforward for tax purposes of approximately $106.8 million.

As of March 31, 2025, the deferred tax liability relating to Fortegra was $91.8 million, which was an increase of $7.1 million from the year ended December 31, 2024, of which $2.3 million of expense was recorded in OCI, and $4.7 million expense was recorded as a provision for income taxes. As of March 31, 2024, the deferred tax liability relating to Fortegra was $65.6 million, which was an increase of $3.9 million from the year ended December 31, 2023, of which $0.5 million benefit was recorded in OCI, and $4.5 million expense was recorded as a provision for income taxes. Excluding the impact of these deferred taxes, the effective tax rates for the three months ended March 31, 2025 and 2024 were 30.2% and 31.5%, respectively.

Balance Sheet Information

Tiptree’s total assets were $5,819.5 million as of March 31, 2025, compared to $5,694.8 million as of December 31, 2024. The $124.7 million increase in assets is primarily attributable to the growth in the Insurance segment.

Total stockholders’ equity was $683.5 million as of March 31, 2025, compared to $656.8 million as of December 31, 2024, with the increase primarily driven by comprehensive income for the three months ended March 31, 2025. As of March 31, 2025, there were 37,493,883 shares of common stock outstanding as compared to 37,255,838 shares as of December 31, 2024, with the increase driven by the vesting of share-based incentive compensation.

In March and April 2024, Tiptree, Warburg and Fortegra independent directors contributed $30.0 million, $9.9 million and $0.1 million, respectively, to Fortegra in exchange for common shares of Fortegra. As of March 31, 2025, 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.

The following table is a summary of certain balance sheet information:


	As of March 31, 2025
($ in thousands)			Tiptree Capital
	Insurance		Mortgage		Other		Corporate		Total
Total assets	$	5,493,098	$	214,697	$	90,773	$	20,924	$	5,819,492

Corporate debt	$	311,000	$	—	$	—	$	74,813	$	385,813
Asset based debt	51,019		76,064		—		—		127,083

Tiptree Inc. stockholders’ equity (1)	$	458,179	$	55,790	$	89,410	$	(129,660)	$	473,719
Non-controlling interests:
Fortegra preferred interests	77,679		—		—		—		77,679
Common interests	132,064		—		—		—		132,064
Total stockholders’ equity	$	667,922	$	55,790	$	89,410	$	(129,660)	$	683,462

(1) Included in Corporate equity is the deferred tax liability on the outside basis on Tiptree’s investmen t in Fortegra of $91.8 million as of March 31, 2025.

NON-GAAP MEASURES AND RECONCILIATIONS

Non-GAAP Reconciliations

In addition to GAAP results, management uses the non-GAAP financial measures underwriting and fee revenues and underwriting and fee margin in order to better explain to investors the underwriting performance and the respective retentions between the Company and its agents and reinsurance partners. We also use the non-GAAP financial measures adjusted net income and adjusted return on average equity as measures of operating performance and as part of our resource and capital allocation process, to assess comparative returns on invested capital. Management believes these measures provide supplemental information useful to investors as they are frequently used by the financial community to analyze financial performance and to compare relative performance among comparable companies. Adjusted net income, adjusted return on average equity, underwriting and fee revenues and underwriting and fee margin are not measurements of financial performance or liquidity under GAAP and should not be considered as an alternative or substitute for earned premiums, net income or any other measure derived in accordance with GAAP.

Underwriting and Fee Revenues and Underwriting and Fee Margin — Non-GAAP (Insurance only)

Underwriting and Fee Revenues — Non-GAAP — We define underwriting and fee revenues as earned premiums, net, service and administrative fees (excluding ceding fees) and other income (excluding cash and cash equivalent interest income). We reconcile underwriting and fee revenues as total revenues excluding net investment income, net realized gains (losses) and net unrealized gains (losses), ceding fees, ceding commissions and cash and cash equivalent interest income as reported in other income. Underwriting and fee revenues represents revenues generated by our underwriting and fee-based operations and allows us to evaluate our underwriting performance without regard to investment income. We use this metric as we believe it gives our management and other users of our financial information useful insight into our underlying business performance. Underwriting and fee revenues should not be viewed as a substitute for total revenues calculated in accordance with GAAP, and other companies may define underwriting and fee revenues differently.


($ in thousands)	Three Months Ended March 31,
		2025		2024
Total revenues		$	480,581	$	478,756
Less: Net investment income		(11,729)		(6,758)
Less: Net realized and unrealized gains (losses)		3,419		(2,819)
Less: Ceding fees (1)		(14,607)		(14,619)
Less: Ceding commissions		(3,633)		(2,744)
Less: Cash and cash equivalent interest income (2)		(2,800)		(3,733)
Underwriting and fee revenues (3)		$	451,231	$	448,083

(1) Ceding fees were included in service and administrative fees on the statement of operations.

(2) Cash and cash equivalent interest income was included in other revenue on the statement of operations.

(3) Underwriting and fee revenues exclude ceding fees, ceding commissions and cash and cash equivalent interest income from other revenue.

Underwriting and Fee Margin — Non-GAAP — We define underwriting and fee margin as income before taxes, excluding net investment income, net realized gains (losses), net unrealized gains (losses), cash and cash equivalent interest income, employee compensation and benefits, other expenses, interest expense and depreciation and amortization. Underwriting and fee margin represents the underwriting performance of our underwriting and fee-based programs. As such, underwriting and fee margin excludes general administrative expenses, interest expense, depreciation and amortization and other corporate expenses as those expenses support the vertically integrated business model and not any individual component of our business mix. We use this metric as we believe it gives our management and other users of our financial information useful insight into the specific performance of our underlying underwriting and fee programs. Underwriting and fee income should not be viewed as a substitute for income before taxes calculated in accordance with GAAP, and other companies may define underwriting and fee margin differently.


($ in thousands)	Three Months Ended March 31,
		2025		2024
Income (loss) before income taxes		$	38,054	$	36,811
Less: Net investment income		(11,729)		(6,758)
Less: Net realized and unrealized gains (losses)		3,419		(2,819)
Less: Cash and cash equivalent interest income (1)		(2,800)		(3,733)
Plus: Depreciation and amortization		4,450		5,083
Plus: Interest expense		8,886		7,639
Plus: Employee compensation and benefits		36,435		31,450
Plus: Other expenses		31,843		33,161
Underwriting and fee margin (2)		$	108,558	$	100,834

(1) Cash and cash equivalent interest income was included in other revenue on the statement of operations.

(2) Underwriting and fee margin exclude cash and cash equivalent interest income.

Adjusted Net Income — Non-GAAP

We define adjusted net income as income before taxes, less provision (benefit) for income taxes, and excluding the after-tax impact of various expenses that we consider to be unique and non-recurring in nature, including merger and acquisition related expenses, stock-based compensation, net realized and unrealized gains (losses) and intangibles amortization associated with purchase accounting, all of which is reduced for non-controlling interests. The calculation of adjusted net income excludes net realized and unrealized gains (losses) that relate to investments or assets rather than business operations. Adjusted net income should not be viewed as a substitute for income before taxes calculated in accordance with GAAP, and other companies may define adjusted net income differently. Adjusted net income (before NCI) is presented before the impacts of non-controlling interests.

We present adjustments for amortization associated with acquired intangible assets. The intangible assets were recorded as part of purchase accounting in connection with Tiptree’s acquisition of Fortegra Financial in 2014, and additional services businesses from 2019 to 2024. The intangible assets acquired contribute to overall revenue generation, and the respective purchase accounting adjustments will continue to occur in future periods until such intangible assets are fully amortized in accordance with the respective amortization periods required by GAAP.

Adjusted Return on Average Equity — Non-GAAP

We define adjusted return on average equity as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. See “—Adjusted Net Income—Non-GAAP” above. Adjusted return on average equity should not be viewed as a substitute for return on average equity calculated in accordance with GAAP, and other companies may define adjusted return on average equity differently.



	Three Months Ended March 31, 2025
($ in thousands)				Tiptree Capital
	Insurance			Mortgage			Other			Corporate		Total
Income (loss) before taxes	$	38,054		$	(210)		$	184		$	(12,678)	$	25,350
Less: Income tax (benefit) expense	(9,504)			71			(158)			(2,791)		(12,382)
Less: Net realized and unrealized gains (losses) (1)	3,419			1,013			(740)			—		3,692
Plus: Intangibles amortization (2)	3,334			—			—			—		3,334
Plus: Stock-based compensation expense	2,323			—			—			2,269		4,592
Plus: Non-recurring expenses (3)	3,417			—			—			—		3,417
Plus: Non-cash fair value adjustments (4)	2,019			—			—			—		2,019
Plus: Impact of tax deconsolidation of Fortegra (5)	—			—			—			4,723		4,723
Less: Tax on adjustments (6)	(2,586)			(264)			267			(371)		(2,954)
Adjusted net income (before NCI)	$	40,476		$	610		$	(447)		$	(8,848)	$	31,791
Less: Impact of non-controlling interests	(8,459)			—			—			—		(8,459)
Adjusted net income	$	32,017		$	610		$	(447)		$	(8,848)	$	23,332

Adjusted net income (before NCI)	$	40,476		$	610		$	(447)		$	(8,848)	$	31,791
Average stockholders’ equity	$	646,704		$	55,859		$	62,652		$	(95,098)	$	670,117
Adjusted return on average equity (7)	25.0		%	4.4		%	(2.9)		%	NM%		19.0		%



	Three Months Ended March 31, 2024
($ in thousands)				Tiptree Capital
	Insurance			Mortgage			Other			Corporate		Total
Income (loss) before taxes	$	36,811		$	753		$	2,993		$	(10,858)	$	29,699
Less: Income tax (benefit) expense	(9,922)			(163)			(692)			(3,041)		(13,818)
Less: Net realized and unrealized gains (losses) (1)	(2,819)			(1,160)			(2,141)			—		(6,120)
Plus: Intangibles amortization (2)	3,971			—			—			—		3,971
Plus: Stock-based compensation expense	782			—			—			3,053		3,835
Plus: Non-recurring expenses (3)	3,170			—			—			—		3,170
Plus: Non-cash fair value adjustments (4)	4,211			—			—			—		4,211
Plus: Impact of tax deconsolidation of Fortegra (5)	—			—			—			4,465		4,465
Less: Tax on adjustments (6)	(2,071)			261			493			(487)		(1,804)
Adjusted net income (before NCI)	$	34,133		$	(309)		$	653		$	(6,868)	$	27,609
Less: Impact of non-controlling interests	(7,076)			—			—			—		(7,076)
Adjusted net income	$	27,057		$	(309)		$	653		$	(6,868)	20,533

Adjusted net income (before NCI)	$	34,133		$	(309)		$	653		$	(6,868)	$	27,609
Average stockholders’ equity	$	483,158		$	52,591		$	97,899		$	(46,047)	$	587,601
Adjusted return on average equity (7)	28.3		%	(2.4)		%	2.7		%	NM%		18.8		%

(1) Net realized and unrealized gains (losses) added back in Adjusted net income excludes net realized and unrealized gains (losses) from the mortgage segment and unrealized gains (losses) on mortgage servicing rights.

(2) Specifically associated with acquisition purchase accounting. See Note (7) Goodwill and Intangible Assets, net, for the period ended March 31, 2025.

(3) For the three months ended March 31, 2025 and 2024, included in other expenses were expenses related to legal, banker and other expenses including expenses associated with preparation of the registration statement for the withdrawn Fortegra initial public offering in 2024.

(4) For the three months ended March 31, 2025 and 2024, non-cash fair-value adjustments represent a change in fair value of the Fortegra Additional Warrant liability.

(5) For the three months ended March 31, 2025 and 2024, included in the adjustment is an add-back of $4.7 million and $4.5 million, respectively, related to deferred tax expense from the WP Transaction.

(6) Tax on adjustments represents the tax applied to the total non-GAAP adjustments and includes adjustments for non-recurring or discrete tax impacts.

(7) Total Adjusted return on average equity after non-controlling interests was 20.0% and 19.5% for the three months ended March 31, 2025 and 2024, respectively, based on $23.3 million and $20.5 million of Adjusted net income over $465.7 million and $420.8 million of average Tiptree Inc. stockholders’ equity.

Book Value per share - Non-GAAP

Management believes the use of this financial measure provides supplemental information useful to investors as book value is frequently used by the financial community to analyze company growth on a relative per share basis. The following table

provides a reconciliation between total stockholders’ equity and total shares outstanding, net of treasury shares.




($ in thousands, except per share information)	As of March 31,
	2025		2024
Total stockholders’ equity	$	683,462	$	598,638
Less: Non-controlling interests	209,743		173,903
Total stockholders’ equity, net of non-controlling interests	$	473,719	$	424,735

Total common shares outstanding	37,494		36,781

Book value per share	$	12.63	$	11.55

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are unrestricted cash, cash equivalents and other liquid investments, the Tiptree Credit Agreement and distributions from operating subsidiaries, including income from our investment portfolio and sales of assets and investments. We intend to use our cash resources to continue to fund our operations and grow our businesses. We may seek additional sources of cash to fund acquisitions or investments. These additional sources of cash may take the form of debt or equity and may be at the parent, subsidiary or asset level. We are a holding company, and our liquidity needs are primarily for compensation, professional fees, office rent and insurance costs.

Our subsidiaries’ ability to generate sufficient net income and cash flows to make cash distributions will be subject to numerous business and other factors, including restrictions contained in agreements for the strategic investment by Warburg in Fortegra, our subsidiaries’ financing agreements, regulatory restrictions, availability of sufficient funds at such subsidiaries, general economic and business conditions, tax considerations, strategic plans, financial results and other factors such as target capital ratios and ratio levels anticipated by rating agencies to maintain or improve current ratings. We expect our cash and cash equivalents and distributions from operating subsidiaries, our subsidiaries’ access to financing, and sales of investments to be adequate to fund our operations for at least the next 12 months, as well as the long term.

As of March 31, 2025, cash and cash equivalents, excluding restricted cash, were $342.3 million, compared to $320.1 million as of December 31, 2024, an increase of $22.2 million, primarily driven by the issuance of debt at the holding company.

Our mortgage business relies on short term uncommitted sources of financing as a part of their normal course of operations. To date, we have been able to obtain and renew uncommitted warehouse credit facilities. If we were not able to obtain financing, then we may need to draw on other sources of liquidity to fund our mortgage business. See Note (9) Debt, net in the notes to our condensed consolidated financial statements for additional information regarding our insurance and mortgage borrowings.

We believe that cash flow from operations will provide sufficient capital to continue to grow the business and fund interest on the outstanding debt, capital expenditures and other general corporate needs over the next several years. As we continue to expand our business, including by any acquisitions we may make, we may, in the future, require additional working capital for increased costs.

For purposes of determining enterprise value, we consider corporate credit agreements and preferred trust securities, which we refer to as corporate debt, as corporate financing and associated interest expense is added back. The below table outlines this amount by debt outstanding and interest expense at the insurance company and corporate level.

Corporate Debt



($ in thousands)	Corporate Debt Outstanding as of March 31,				Interest Expense for the three months ended March 31,
	2025		2024			2025		2024
Insurance	$	311,000	$	289,000		$	7,277	$	6,002
Corporate	74,813		—			1,173		—
Total	$	385,813	$	289,000		$	8,450	$	6,002

On February 7, 2025, we entered into the Tiptree Credit Agreement, pursuant to which Tiptree Holdings borrowed $75.0 million 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 Tiptree Credit Agreement will mature on February 7, 2028.

As of March 31, 2025, a total of $36.0 million was outstanding under the revolving line of credit in our insurance business as compared to no outstanding borrowings under the revolving line of credit in our insurance business as of December 31, 2024. The maximum borrowing capacity under the agreements as of March 31, 2025 and 2024 was $200.0 million.

On November 7, 2024, Fortegra issued $150.0 million 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.

Consolidated Comparison of Cash Flows


($ in thousands)	Three Months Ended March 31,
	2025		2024
Cash and cash equivalents provided by (used in):
Operating activities	$	(33,321)	$	62,704
Investing activities	(18,072)		40,469
Financing activities	61,300		7,977
Effect of exchange rate changes on cash	1,787		(754)
Change in cash, cash equivalents and restricted cash	$	11,694	$	110,396

Operating Activities

Cash used in operating activities was $33.3 million for the three months ended March 31, 2025. In 2025, the primary sources of cash from operating activities included growth in insurance premiums written resulting in increases in policy liabilities and unpaid claims, and decreases in prepaid reinsurance premiums and deferred acquisition costs, which were more than offset by increases in accounts receivable, reinsurance recoverables and decreases in reinsurance payables, unearned premiums and deferred revenue.

Cash provided by operating activities was $62.7 million for the three months ended March 31, 2024. In 2024, the primary sources of cash from operating activities included growth in insurance premiums written resulting in increases in policy liabilities and unpaid claims which were partially offset by increases in accounts receivable and other liabilities and accrued expenses and a decrease in unearned premiums.

Investing Activities

Cash used in investing activities was $18.1 million for the three months ended March 31, 2025. In 2025, the primary use of cash was the purchases of investments outpacing proceeds from sales and maturities, partially offset by proceeds from notes receivable exceeding issuance of notes receivable.

Cash used in investing activities was $40.5 million for the three months ended March 31, 2024. In 2024, the primary source of cash was proceeds from the sale of investments outpacing purchases.

Financing Activities

Cash provided by financing activities was $61.3 million for the three months ended March 31, 2025. In 2025, the cash provided was primarily from the senior secured credit facility at Tiptree Holdings LLC in amount of $75.0 million, partially offset by the payment of common and preferred dividends.

Cash provided by financing activities was $8.0 million for the three months ended March 31, 2024. In 2024, the cash provided was primarily proceeds from corporate borrowings at Fortegra and mortgage warehouse facilities, which exceeded repayments, and a non-controlling interest contribution to Fortegra, partially offset by the payment of common and preferred dividends.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from those estimates. There have been no material changes to the critical accounting policies and estimates as discussed in Part II, Item 7A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recently Adopted and Issued Accounting Standards

For a discussion of recently adopted and issued accounting standards, see the section “ Recent Accounting Standards” in Note (2) Summary of Significant Accounting Policies of the notes to the accompanying condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 described our Quantitative and Qualitative Disclosures About Market Risk. There were no material changes to the assumptions or risks during the three months ended March 31, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that material information is recorded, processed, summarized and reported accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Our legal proceedings are discussed under the heading “Litigation” in Note (19) Commitments and Contingencies in the Notes to the condensed consolidated financial statements in this report.

Item 1A. Risk Factors

For information regarding factors that could affect our Company, results of operations and financial condition, see the risk factors discussed under Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes in those risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Share repurchase activity for three months ended March 31, 2025 was as follows:


Period	Purchaser	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value ($ in thousands of Shares That May Yet Be Purchased Under the Plans or Programs (1)
January 1, 2025 to January 31, 2025	Tiptree Inc.	—	$	—	—
February 1, 2025 to February 28, 2025	Tiptree Inc.	—	$	—	—
March 1, 2025 to March 31, 2025	Tiptree Inc.	—	$	—	—
	Total	—	$	—	—	$	11,945

(1) On November 2, 2020, the Board of Directors of Tiptree authorized Tiptree’s Executive Committee to repurchase up to $20 million of its outstanding common stock in the aggregate from time to time.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits, Financial Statement Schedules


The following documents are filed as a part of this Form 10-Q:

Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024			F- 3
Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024			F- 4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024			F- 5
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the periods ended March 31, 2025 and 2024			F- 6
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024			F- 7
Notes to Condensed Consolidated Financial Statements			F- 9

Exhibits:
The Exhibits listed in the Index of Exhibits, which appears immediately following the signature page, is incorporated herein by reference and is filed as part of this Form 10-Q.

SIGNATURES

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

Tiptree Inc.

Date:

April 30, 2025

By:/s/ Michael Barnes

Michael Barnes

Executive Chairman

Date:

April 30, 2025

By:/s/ Jonathan Ilany

Jonathan Ilany

Chief Executive Officer

Date:

April 30, 2025

By:/s/ Scott McKinney

Scott McKinney

Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

EXHIBIT INDEX


Exhibit No.			Description
10.1			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).
31.1			Certification of Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.3			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1			Certification of Executive Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.3			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS			XBRL Instance Document*
101.SCH			XBRL Taxonomy Extension Schema Document*
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB			XBRL Taxonomy Extension Label Linkbase Document*
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document*
104			Cover page from Tiptree’s Form 10-Q for the quarter ended March 31, 2025 formatted in iXBRL (included in Exhibit 101).

* Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, (iv) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the periods ended March 31, 2025 and 2024, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 and (vi) the Notes to the Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

Part I. Financial Information Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits, Financial Statement Schedules

Exhibits

10.1 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 Registrants Current Report on Form 8-K (File No. 001-33549), filed on February 10, 2025 and herein incorporated by reference). 31.1 Certification of Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.3 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.1 Certification of Executive Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.3 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

TIPT 10-Q Quarter ended March 31, 2025

Exhibits