Tiptree Inc.

09/12/2025 | Press release | Distributed by Public on 09/12/2025 14:44

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Barnes Michael Gene
2. Issuer Name and Ticker or Trading Symbol
TIPTREE INC. [TIPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O TIPTREE INC., 660 STEAMBOAT ROAD
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025
(Street)
GREENWICH, CT 06830
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/12/2025 M(1) 46,494 A $5.67 10,009,402 D
Common Stock 09/12/2025 F(2) 10,343 D $25.49(3) 9,999,059 D
Common Stock 09/12/2025 M(1) 4,649 A $5.87 10,003,708 D
Common Stock 09/12/2025 F(4) 1,071 D $25.49(3) 10,002,637 D
Common Stock 09/12/2025 M(1) 112,015 A $6.65 10,114,652 D
Common Stock 09/12/2025 F(5) 29,224 D $25.49(3) 10,085,428 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
January 2016 Stock Option(6) $5.67 09/12/2025 M 46,494 01/04/2021(7) 01/04/2026 Common Stock 46,494 $5.67 0 D
March 2016 Stock Option(8) $5.87 09/12/2025 M 4,649 03/10/2021(9) 03/10/2026 Common Stock 4,649 $5.87 0 D
February 2017 Stock Option(10) $6.65 09/12/2025 M 112,015 02/22/2022(11) 02/22/2027 Common Stock 112,015 $6.65 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barnes Michael Gene
C/O TIPTREE INC.
660 STEAMBOAT ROAD
GREENWICH, CT 06830
X X Executive Chairman

Signatures

/s/ Neil C. Rifkind, as Attorney-in-fact for Michael Barnes 09/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The transactions reported above in Table I reflect the cashless exercise of stock options. The cashless exercise for the options is reported in two lines. The lines coded M in column 3 of Table I report in column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The lines coded F in column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with Code D for disposed.
(2) Reflects 10,343 shares withheld by the Issuer at the market price of $25.49 per share less an exercise price of $5.67 per share to fund the cashless exercise of 46,494 options.
(3) Represents the closing stock price as of the transaction date.
(4) Reflects 1,071 shares withheld by the Issuer at the market price of $25.49 per share less an exercise price of $5.87 per share to fund the cashless exercise of 4,649 options.
(5) Reflects 29,224 shares withheld by the Issuer at the market price of $25.49 per share less an exercise price of $6.65 per share to fund the cashless exercise of 112,015 options.
(6) On January 4, 2016, the Reporting Person was granted non-qualified stock options to purchase 46,494 shares of common stock of the Registrant at $5.67 per share, subject to the terms of a Stock Option Agreement.
(7) The option shares are fully vested and exercisable as of January 4, 2021.
(8) On March 10, 2016, the Reporting Person was granted non-qualified stock options to purchase 4,649 shares of common stock of the Registrant at $5.87 per share, subject to the terms of a Stock Option Agreement.
(9) The option shares are fully vested and exercisable as of March 10, 2021.
(10) On February 22, 2017, the Reporting Person was granted non-qualified stock options to purchase 112,015 shares of common stock of the Registrant at $6.65 per share, subject to the terms of a Stock Option Agreement.
(11) The option shares are fully vested and exercisable as of February 22, 2022.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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