Asset Transaction (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 1, 2026, Tiptree Inc. ("Tiptree") and Reliance Holdings LLC ("Holdings"), a wholly owned subsidiary of Tiptree, as sellers (the "Sellers") completed the sale (the "Sale") of all of the issued and outstanding membership interests of Reliance First Capital LLC ("Reliance"), a wholly owned subsidiary of Holdings to Carrington Mortgage Services, LLC, as buyer (the "Buyer") pursuant to the Purchase Agreement, dated October 31, 2025 as amended by Amendment No. 1 to the Purchase Agreement, dated as of December 5, 2025 (together, the "Purchase Agreement"), by and among Buyer, Sellers and Reliance.

At the closing of the Sale, pursuant to the Purchase Agreement, Buyer paid $47,291,890 in cash to Sellers with an additional $2,000,000 held in escrow related to the Purchase Price Adjustment Holdback Amount (as defined in the Purchase Agreement) and $1,027,798 held in escrow related to the Specified Tax Holdback Amount (as defined in the Purchase Agreement). The Purchase Price Adjustment Holdback Amount is expected to be released to Sellers following the final determination of the purchase price adjustment in accordance with the Purchase Agreement. The Specified Tax Holdback Amount is expected to be released to Sellers following the final determination of specified tax matters pursuant to the Purchase Agreement or earlier upon the occurrence of certain events specified therein.

The foregoing description of the Purchase Agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Tiptree with the U.S. Securities and Exchange Commission (the "SEC") on October 31, 2025, and as amended by Amendment No. 1, filed as Exhibit 10.25 to the Annual Report on Form 10-K filed by Tiptree with the SEC on March 6, 2026, does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, and is incorporated into this Current Report by reference.

Item 9.01 Financial Statements and Exhibits.