TIPTREE INC. (NASDAQ:TIPT) Files An 8-K Unregistered Sales of Equity Securities

to that certain Securities Purchase Agreement by and among Reliance Holdings, LLC, Tiptree Operating Company, LLC, Tiptree Inc. (“Tiptree” or the “Company”), Reliance First Capital, LLC (“Reliance”) and each equityholder of Reliance First Capital, LLC (the “Sellers”), dated as of July 1, 2015 (as amended, the “Reliance SPA”), the Company agreed to make earn-out payments to the Sellers, up to 2,000,000 additional shares of Class A common stock of the Company if Reliance achieves certain performance metrics as specified in the Reliance SPA.

OnAugust 10, 2017, based on Reliance’s results of operations for the second annual earn-out period of the twelve months ended June 30, 2017, the Company issued to the Sellers an aggregate of 756,046 shares of Class A common stock of the Company in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended. The Company has agreed to file a registration statement for the resale of these shares by the Sellers.

After the issuance, as ofAugust 10, 2017, there were 35,003,004 shares of Class A common stock of the Company outstanding (including 5,209,523 shares of Class A common stock of the Company that are outstanding and held by a subsidiary) and 8,049,029 shares of Class B common stock of the Company outstanding. On an as exchanged basis, assuming full exchange of the Tiptree Financial Partners, L.P. units for Tiptree class A common stock and excluding shares held by a subsidiary of Tiptree, as of August 10, 2017, there were 37,842,510 shares outstanding.

About TIPTREE INC. (NASDAQ:TIPT)
Tiptree Inc., formerly Tiptree Financial Inc., is a diversified holding company that acquires and manages controlling interests of operating businesses. The Company conducts its operations through Tiptree Operating Company, LLC (the Operating Company). It operates through five segments: insurance and insurance services, specialty finance, real estate, asset management, and corporate and other. The insurance and insurance services segment operates through Fortegra Financial Corporation. The specialty finance segment operates through Siena Capital Finance LLC and Luxury Mortgage Corp. The real estate segment operates through Care LLC. The asset management segment operations include Telos Asset Management’s management of collateralized loan obligations and Muni Capital Management’s management of Non-Profit Preferred Funding Trust I. The corporate and other segment operations include Tiptree Direct Holdings LLC (TDH) and Muni Funding Company of America LLC (MFCA).