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 (Title of Class of Securities) |
88822Q103 (CUSIP Number) |
Alex Vezendan 3889 Maple Avenue, Suite 220 Dallas, TX, 75219 913-908-4943 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/13/2025 (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
Veradace Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,910,770.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, IA |
SCHEDULE 13D
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| CUSIP No. | 88822Q103 |
| 1 |
Name of reporting person
Veradace Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,910,770.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 88822Q103 |
| 1 |
Name of reporting person
John Conlin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,910,770.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
|
| CUSIP No. | 88822Q103 |
| 1 |
Name of reporting person
Alexander Vezendan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,910,770.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
TIPTREE INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
660 STEAMBOAT ROAD, GREENWICH,
CONNECTICUT
, 06830. | |
Item 1 Comment:
This Amendment No. 1 amends and supplements the statement on Schedule 13D filed by the Reporting Persons on November 12, 2025. Except as expressly provided herein, the information previously reported on the statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated as follows: As of November 17, 2025, the Fund, the record and direct beneficial owner of the securities covered by this statement, held voting and dispositive power over 1,421,470 shares of common stock of the Issuer ("Shares") and options to acquire 489,300 Shares (such shares and options collectively, the "Securities"), representing a combined total of 5.1 percent of the Issuer's outstanding Shares. All calculations of beneficial ownership percentages in this statement are based on 37,823,734 Shares outstanding as of October 28, 2025, as disclosed by the Issuer in its Form 10-Q filed with the SEC on October 31, 2025. Relevant transactions leading up to this date, as well as the respective price per share of each transaction, are set forth on Schedule A to this statement. Each of these transactions was executed through the open market. The funds for the purchase of the Securities came from the working capital of the Fund. The aggregate purchase price of the Securities reported herein was approximately $14,520,758. No borrowed funds were used to purchase the Securities, other than under margin accounts with a brokerage firm in the ordinary course of business. Positions in Issuer securities may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Securities. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by the addition of the following: On November 13, 2025, the Fund issued a press release (the "Press Release") with a presentation (the "Presentation") regarding its opposition to the Fortegra Transaction. The foregoing summary of the Press Release and Presentation is not complete and is qualified in its entirety by reference to the full text of the Press Release and Presentation, which are filed as Exhibits E and F to this statement, respectively, and are incorporated herein by reference. On November 16, 2025, the Fund submitted a letter to the SEC raising concerns with the disclosure in the Issuer's definitive proxy statement with respect to the Fortegra Transaction (the "SEC Letter"). The foregoing summary of the SEC Letter is not complete and is qualified in its entirety by reference to the full text of the SEC Letter, which is filed as Exhibit G to this statement and incorporated herein by reference. Certain of the Reporting Persons have also shared the materials referenced in this Item 4 with certain proxy advisory firms, including Institutional Shareholder Services Inc. and Glass, Lewis & Co., and have had and may continue to have discussions with them, with shareholders and with others regarding such materials and other matters related to the Fortegra Transaction or the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(e) are hereby amended and restated as follows. The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person as of the time of filing, is stated in Items 11 and 13 on the cover page(s) hereto. | |
| (b) | The Reporting Persons may be deemed to share voting and dispositive power over 1,421,470 Shares and options to acquire an additional 489,300 Shares, representing beneficial ownership of a combined total of 5.1 percent of the outstanding Shares. | |
| (c) | The transactions effected by the Reporting Persons in the Shares during the past 60 days are set forth on Schedule A to this statement. Each of these transactions was executed through the open market. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Securities. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibits: Schedule A: Schedule of Transactions in the Shares of Common Stock of the Issuer (filed herewith) Exhibit E: Press Release from the Fund dated November 13, 2025 (filed herewith) Exhibit F: Presentation from the Fund dated November 13, 2025 (filed herewith) Exhibit G: Letter from the Fund to the Securities and Exchange Commission, dated November 16, 2025 (filed herewith) | ||
| 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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