Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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TIPTREE INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
88822Q103 (CUSIP Number) |
Michael Barnes 660 STEAMBOAT ROAD, 2ND FLOOR GREENWICH, CT, 06830 212-446-1400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/11/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 88822Q103 |
| 1 |
Name of reporting person
Barnes Michael Gene | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,439,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
27.31 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 30, 2025 (the "Original Schedule 13D"), with respect to the Common Stock, par value $0.001 per share (the "Common Stock"), of Tiptree Inc., a Maryland corporation (the "Company" or "Tiptree"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 4, 5, 6 and 7 as set forth below.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
TIPTREE INC. |
| (c) | Address of Issuer's Principal Executive Offices:
660 STEAMBOAT ROAD, 2ND FLOOR, GREENWICH,
CONNECTICUT
, 06830. |
| Item 2. | Identity and Background |
| (a) | Michael Gene Barnes |
| (b) |
c/o Tiptree Inc. 660 Steamboat Road, 2nd Fl. Greenwich, CT 06830 |
| (c) | CEO and Chairman of Tiptree Inc. |
| (d) | None |
| (e) | None |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
N/A | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and restated in its entirety with the following: Effective as of March 11, 2026, Michael Barnes entered into a trading plan (the "Trading Plan"), with Wells Fargo Advisors, LLC ("Broker"), pursuant to which Broker is authorized and directed to purchase on behalf of Michael Barnes a number of shares of Common Stock with an aggregate purchase price of up to $2,000,000, subject to satisfaction of certain conditions, including, among others, the trading price. A copy of the Trading Plan is being filed as an exhibit hereto and the foregoing description of the Trading Plan is not complete and is qualified in its entirety by reference to the Trading Plan, which is referenced as Exhibit 1 to this Schedule 13D/A. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | For purposes of this Item 5(a), as of March 1, 2026, the Company had 37,877,057 shares of Common Stock ("Tiptree Shares") outstanding. Michael Barnes may be deemed to beneficially own 10,439,197 Tiptree Shares over which Mr. Barnes has sole voting and dispositive power, consisting of 10,085,428 Tiptree Shares Mr. Barnes owns directly and 353,769 Tiptree Shares issuable upon exercise of stock options (the "Stock Options"). These shares represent approximately 27.31% of, collectively, (i) 37,877,057 Tiptree Shares outstanding and (ii) 353,769 Tiptree Shares issuable upon exercise of the Stock Options Mr. Barnes owns directly. |
| (b) | Mr. Barnes has the sole power to dispose of and the sole power to vote the 10,085,428 Tiptree Shares directly owned by him and the 353,769 Tiptree Shares issuable upon exercise of the Stock Options Mr. Barnes owns directly. |
| (c) | Any transactions in Tiptree shares disclosed on a Form 4 filed by a Reporting Person during the period ending on the filing date of such amendment and starting on the later of the date 60 days before such filing date and the date of the most closely preceding amendment is and shall be incorporated into Item 5(c) without any further notice. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended and restated in its entirety with the following: See Item 4 above for a description of the Trading Plan, which is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Trading Plan between Michael Barnes and Broker, dated March 11, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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