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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  
FORM 8-K
 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2024
 
 
TIPTREE INC.
(Exact Name of Registrant as Specified in Charter)
 
   
Maryland 001-33549 38-3754322
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
660 Steamboat Road2nd FloorGreenwichCT06830
(Address of Principal Executive Offices)(Zip Code)

(212) 446-1400
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareTIPTNASDAQ Capital Market

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



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



Item 7.01Regulation FD Disclosure.

Due to prevailing market conditions and the high value Tiptree Inc. (“Tiptree”) and Warburg Pincus LLC (“Warburg”) place on The Fortegra Group, Inc. (“Fortegra”) and its growth prospects, Tiptree and Warburg have decided to withdraw the registration statement relating to the previously announced initial public offering by Fortegra. Tiptree and Warburg remain committed to supporting Fortegra as it continues to execute its growth strategy.

Fortegra has withdrawn its Registration Statement on Form S-1 that was previously filed with the U.S. Securities and Exchange Commission (“SEC”). The Registration Statement has not been declared effective by the SEC, and no securities have been sold in connection with the offering described in the Registration Statement on Form S-1.

On February 7, 2024, Fortegra issued a press release in connection with Fortegra’s Registration Statement on Form S-1. A copy of this press release is attached hereto as Exhibit 99.1. The information contained in the press release attached as Exhibit 99.1 hereto is not a part of this current report on Form 8-K. The information contained in this Item 7.01, including the information contained in the press release attached as Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d) List of Exhibits:
99.1
104
Cover Page Interactive Data File (formatted as Inline XBRL).





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
TIPTREE INC.
Date:February 7, 2024By:/s/ Jonathan Ilany
Name: Jonathan Ilany
Title: Chief Executive Officer



Exhibit 99.1

Fortegra Announces Withdrawal of Initial Public Offering

JACKSONVILLE, Fla., Feb. 7, 2024 /PRNewswire/ – The Fortegra Group, Inc. (“Fortegra” or the “Company”), a multinational specialty insurer and subsidiary of Tiptree Inc. (NASDAQ: TIPT), today announced that due to prevailing market conditions and the high value Tiptree Inc. (“Tiptree”) and Warburg Pincus LLC (“Warburg”) place on Fortegra and its growth prospects, Tiptree and Warburg have decided to withdraw the registration statement relating to the previously announced initial public offering by Fortegra. Tiptree and Warburg remain committed to supporting Fortegra as it continues to execute its growth strategy.
###

About Fortegra

For more than 45 years, Fortegra, via its subsidiaries, has underwritten risk management solutions that help people and businesses succeed in the face of uncertainty. As a multinational specialty insurer whose insurance subsidiaries have an A.M. Best Financial Strength Rating of A- (Excellent), we offer a diverse set of admitted and excess and surplus lines insurance products and warranty solutions.

CONTACT:

Media
Edelman Smithfield for Fortegra
fortegra@edelman.com

Investor Relations
ir@fortegra.com

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Cover Page
Feb. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 07, 2024
Entity Registrant Name TIPTREE INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-33549
Entity Tax Identification Number 38-3754322
Entity Address, Address Line One 660 Steamboat Road
Entity Address, Address Line Two 2nd Floor
Entity Address, City or Town Greenwich
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06830
City Area Code 212
Local Phone Number 446-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Listing, Par Value Per Share Common Stock, par value $0.001 per share
Trading Symbol TIPT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001393726
Amendment Flag false
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