SEC Form S-8 filed by Tiptree Inc.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐


 

EXPLANATORY NOTES

On June 19, 2017, Tiptree Inc. (the “Company” or “Registrant”) registered 6,100,000 shares of its common stock, par value $0.001 per share (“Common Stock”), to be offered or sold to participants under the Tiptree Inc. 2017 Omnibus Incentive Plan (as amended, the “2017 Plan”) pursuant to its Registration Statement on Form S-8 (File No. 333-218827) (the “Prior Registration Statement”).

On April 5, 2022, the Company’s Board of Directors approved, and on June 7, 2022 the Company’s stockholders approved, an amendment to the 2017 Plan (the “First Amendment”) to increase the number of shares of the Company’s Common Stock available for awards thereunder by an additional 4,000,000 shares. The Company filed a Registration Statement on Form S-8 registering the 4,000,000 additional shares of Common Stock on August 8, 2022 (File No. 333-266625) (the “Second Registration Statement”, and together with the Prior Registration Statement, the “Prior Registration Statements”).

On February 24, 2026, the Company’s Board of Directors approved, subject to stockholder approval, an amendment to the 2017 Plan (the “Second Amendment”) to increase the number of shares of Common Stock available for awards thereunder by an additional 4,000,000 shares and to extend the term of the 2017 Plan to June 6, 2037. On April 28, 2026, the Company’s stockholders approved the Second Amendment. This Registration Statement on Form S-8 is being filed in order to register the 4,000,000 additional shares of Common Stock that may be offered or sold to participants under the 2017 Plan as a result of the Second Amendment.

Pursuant to General Instruction E on Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following is a complete list of exhibits filed as a part of this Registration Statement:

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, there unto duly authorized, in the Town of Greenwich, State of Connecticut, on this 3rd day of June, 2026.

POWER OF ATTORNEY

The Registrant and each person whose signature appears below hereby appoint Michael Barnes, Scott McKinney and Siew Kwok, and each of them, as their attorneys-in-fact, with full power of substitution, to execute in their names and on behalf of the Registrant and each such person, individually and in each capacity stated below, one or more amendments (including post-effective amendments) to this Registration Statement as the attorney-in-fact acting on the premise shall from time to time deem appropriate and to file any such amendment to this Registration Statement with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated, on the 3rd day of June, 2026.