Tiptree Inc 2024年度报告

(Mark One) Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨Nox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨Nox Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (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 past90days.Yesx No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).YesxNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer¨Accelerated filerxNon-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act.)Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting andnon-voting common equity held by non-affiliates of the registrant was approximately $405,201,906, based upon the closing sales price of $16.49 per share as reportedon the Nasdaq Capital Market. For purposes of this calculation, all of the registrant’s directors and executive officers were deemed to be affiliates of the registrant. As of February 23, 2025, there were37,259,169shares, par value $0.001, of the registrant’s common stock outstanding.Documents Incorporated by Reference TIPTREE INC.Annual Report on Form 10-KDecember31, 2024Table of Contents ITEM PART I4Item1. Business9Item1A. Risk Factors25Item1B. Unresolved Staff Comments51Item 1C. Cybersecurity52Item2. Properties52Item3. Legal Proceedings52Item4. Mine Safety Disclosures52PART II52Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities52Item6. Reserved.53Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations54Item 7A. Quantitative and Qualitative Disclosures About Market Risk79Item 8. Financial Statements and Supplementary DataF-1Report of Independent Registered Public Accounting FirmF-2Consolidated Balance Sheets for December 31, 2024 and 2023F-5Consolidated Statements of Operations for the three years ended December 31, 2024, 2023 and 2022F-6Consolidated Statements of Comprehensive Income (Loss) for the three years endedDecember 31, 2024, 2023 and 2022F-7Consolidated Statement of Changes in Stockholders’ Equity for the three years endedDecember 31, 2024, 2023 and 2022F-8Consolidated Statements of Cash Flows for the three years endedDecember 31, 2024, 2023 and 2022F-10Notes to Consolidated Financial StatementsF-12Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure69Item 9A. Controls and Procedures69Item 9B. Other Information70Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.57PART III70Item 10. Directors, Executive Officers and Corporate Governance70Item 11. Executive Compensation70Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters70It