{"filing":{"accession_number":"0001393726-26-000034","cik":"0001393726","ticker":"TIPT","company_name":"TIPTREE INC.","form":"8-K","filing_date":"2026-05-29","report_date":null,"primary_document":"tipt-20260529.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/tipt-20260529.htm"},"events":[{"id":8185,"run_id":7178,"accession_number":"0001393726-26-000034","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Tiptree completed the sale of Fortegra to an undisclosed Purchaser for $1.65 billion in cash (approximately $1.08 billion net to Tiptree after adjustments) on May 29, 2026. In connection with the merger closing, Tiptree entered into material credit facility amendments and consents (South Bay Consent and FFC Amendment) to obtain lender approval for the change of control and address going-concern qualifications, and terminated the Fortress Credit Agreement with repayment of all obligations.","company_name":"TIPTREE INC.","ticker":"TIPT","filing_date":"2026-05-29","form":"8-K","submitted_at":null,"items":[{"id":2807,"accession_number":"0001393726-26-000034","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 1.01 discloses material definitive agreements (credit facility amendments and consents) entered into in connection with a Merger closing. The South Bay Consent and FFC Amendment are ancillary transaction documents required to obtain lender consent to the change of control and to address going-concern qualifications and permitted holder definitions arising from the Merger. The filing explicitly cross-references Item 2.01 (the Merger itself), indicating these agreements are integral to the M\u0026A transaction. The materiality is evident from the lender fees paid and the necessity of these consents for transaction completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:34:57.588817+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2808,"accession_number":"0001393726-26-000034","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The termination of the Fortress Credit Agreement is disclosed as incidental to a Merger transaction (referenced in Item 2.01). While Item 1.02 technically covers termination of material definitive agreements, the prose explicitly states the termination was \"effected in connection with the Merger,\" making the underlying M\u0026A activity the material event. The repayment and discharge of all obligations under the credit facility is a routine consequence of the merger closing, not a standalone material event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:34:57.588817+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2809,"accession_number":"0001393726-26-000034","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a material acquisition on May 29, 2026, whereby Tiptree sold Fortegra to Purchaser for $1.65 billion in cash (approximately $1.08 billion net to Tiptree after adjustments). The filing explicitly states \"Tiptree completed the Closing\" of the merger transaction, representing a significant disposition of assets that would materially affect a reasonable investor's assessment of the registrant's financial position and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:34:57.588817+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2810,"accession_number":"0001393726-26-000034","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of a merger on May 29, 2026, announced via press release. Although disclosed under Item 8.01 (Other Events), the completion of a merger is a material acquisition/change-of-control event that would typically be reported under Item 2.01 or 1.02. The closing of a merger is a transformative corporate event material to any reasonable investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:34:57.588817+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":2807,"accession_number":"0001393726-26-000034","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 1.01 discloses material definitive agreements (credit facility amendments and consents) entered into in connection with a Merger closing. The South Bay Consent and FFC Amendment are ancillary transaction documents required to obtain lender consent to the change of control and to address going-concern qualifications and permitted holder definitions arising from the Merger. The filing explicitly cross-references Item 2.01 (the Merger itself), indicating these agreements are integral to the M\u0026A transaction. The materiality is evident from the lender fees paid and the necessity of these consents for transaction completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:34:57.588817+00:00","company_name":"TIPTREE INC.","ticker":"TIPT","filing_date":"2026-05-29"},{"id":2808,"accession_number":"0001393726-26-000034","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The termination of the Fortress Credit Agreement is disclosed as incidental to a Merger transaction (referenced in Item 2.01). While Item 1.02 technically covers termination of material definitive agreements, the prose explicitly states the termination was \"effected in connection with the Merger,\" making the underlying M\u0026A activity the material event. The repayment and discharge of all obligations under the credit facility is a routine consequence of the merger closing, not a standalone material event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:34:57.588817+00:00","company_name":"TIPTREE INC.","ticker":"TIPT","filing_date":"2026-05-29"},{"id":2809,"accession_number":"0001393726-26-000034","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a material acquisition on May 29, 2026, whereby Tiptree sold Fortegra to Purchaser for $1.65 billion in cash (approximately $1.08 billion net to Tiptree after adjustments). The filing explicitly states \"Tiptree completed the Closing\" of the merger transaction, representing a significant disposition of assets that would materially affect a reasonable investor's assessment of the registrant's financial position and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:34:57.588817+00:00","company_name":"TIPTREE INC.","ticker":"TIPT","filing_date":"2026-05-29"},{"id":2810,"accession_number":"0001393726-26-000034","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of a merger on May 29, 2026, announced via press release. Although disclosed under Item 8.01 (Other Events), the completion of a merger is a material acquisition/change-of-control event that would typically be reported under Item 2.01 or 1.02. The closing of a merger is a transformative corporate event material to any reasonable investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:34:57.588817+00:00","company_name":"TIPTREE INC.","ticker":"TIPT","filing_date":"2026-05-29"}]}