Stock Based Compensation (Tables)
|
9 Months Ended |
Sep. 30, 2026 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Summary of Changes to Issuances Under 2017 Equity Plan |
The table below summarizes changes to the issuances under the Company’s 2017 Omnibus Incentive Equity Plan for the periods indicated, excluding awards granted under the Company’s subsidiary incentive plans:
|
|
|
|
|
2017 Equity Plan |
|
Number of shares |
|
Available for issuance as of December 31, 2025 |
|
|
460,942 |
|
RSU, stock and option awards granted |
|
|
(57,535 |
) |
Forfeited |
|
|
4,447 |
|
Amendment to plan |
|
|
4,000,000 |
|
Available for issuance as of September 30, 2026 |
|
|
4,407,854 |
|
|
| Summary of Changes RSUs and Option Activity |
The following table presents changes to the issuances of RSUs under the 2017 Omnibus Incentive Equity Plan for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Number of
shares issuable |
|
|
Weighted average
grant date
fair value |
|
Unvested units as of December 31, 2025 |
|
|
218,018 |
|
|
$ |
18.64 |
|
Granted |
|
|
57,535 |
|
|
|
16.77 |
|
Vested |
|
|
(86,906 |
) |
|
|
16.80 |
|
Unvested units as of September 30, 2026 (1) |
|
|
188,647 |
|
|
$ |
18.92 |
|
(1)Includes 70,866, 87,463 and 30,318 shares that vest in 2027, 2028 and 2029, respectively. The following tables present the detail of the granted and vested RSUs and stock awards for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
Nine Months Ended September 30, |
|
Granted |
|
2026 |
|
|
2025 |
|
|
Vested |
|
2026 |
|
|
2025 |
|
Directors |
|
|
9,976 |
|
|
|
9,615 |
|
|
Directors |
|
|
9,976 |
|
|
|
9,615 |
|
Employees |
|
|
47,559 |
|
|
|
282,813 |
|
|
Employees |
|
|
76,930 |
|
|
|
352,479 |
|
Total Granted |
|
|
57,535 |
|
|
|
292,428 |
|
|
Total Vested |
|
|
86,906 |
|
|
|
362,094 |
|
|
|
|
|
|
|
|
|
Taxes |
|
|
(29,445 |
) |
|
|
(117,764 |
) |
|
|
|
|
|
|
|
|
Net Vested |
|
|
57,461 |
|
|
|
244,330 |
|
The following table presents the Company’s stock option activity for the current period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
outstanding |
|
|
Weighted average
exercise price
(in dollars per
stock option) |
|
|
Weighted
average grant
date value (in
dollars per
stock option) |
|
|
Options
exercisable |
|
Balance, December 31, 2025 |
|
|
907,237 |
|
|
$ |
6.62 |
|
|
$ |
1.82 |
|
|
|
907,237 |
|
Balance, September 30, 2026 |
|
|
901,786 |
|
|
$ |
6.62 |
|
|
$ |
1.82 |
|
|
|
901,786 |
|
Weighted average remaining contractual term at September 30, 2026 (in years) |
|
|
2.6 |
|
|
|
|
|
|
|
|
|
|
|
| Schedule of Performance Restricted Stock Units, Share Price Target |
The following table illustrates the aggregate number of PRSUs that will vest upon the achievement of each Tiptree share price target. Such price targets are adjusted down for cumulative dividends paid by the Company since grant (e.g., the next share-price target is $28.65 as adjusted for cumulative dividends paid to date).
|
|
|
|
|
|
|
|
|
|
|
Original Tiptree Share Price Target |
|
Number of PRSUs that Vest |
|
$ |
30 |
|
|
|
|
|
775,000 |
|
|
|
$ |
45 |
|
|
|
|
|
1,033,333 |
|
|
|
$ |
60 |
|
|
|
|
|
1,291,667 |
|
|
|
$ |
70 |
|
|
|
|
|
1,420,833 |
|
|
|
| Schedule of Assumptions Used to Estimate the Fair Values of the PRSUs Granted |
The following table presents the assumptions used to measure the fair value of the PRSUs as of the respective grant date, or June 7, 2022, when the original tranches were converted to equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation Input |
|
June 2022 |
|
|
October 2022 |
|
|
January 2024 |
|
Historical volatility |
|
|
38.75 |
% |
|
|
39.23 |
% |
|
|
39.10 |
% |
Risk-free rate |
|
|
3.04 |
% |
|
|
3.95 |
% |
|
|
3.80 |
% |
Dividend yield |
|
|
1.45 |
% |
|
|
1.44 |
% |
|
|
1.05 |
% |
Cost of equity |
|
|
11.72 |
% |
|
|
14.19 |
% |
|
|
13.65 |
% |
Expected term (years) |
|
|
6.0 |
|
|
|
5.9 |
|
|
|
5.5 |
|
|
| Schedule of Stock-Based Compensation Expense and Related Income Tax Benefit |
The following table presents total stock based compensation expense and the related income tax benefit recognized on the condensed consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Employee compensation and benefits |
|
$ |
1,392 |
|
|
$ |
1,417 |
|
|
$ |
4,209 |
|
|
$ |
9,637 |
|
Director compensation |
|
|
4 |
|
|
|
75 |
|
|
|
151 |
|
|
|
222 |
|
Income tax benefit |
|
|
(9 |
) |
|
|
(34 |
) |
|
|
(119 |
) |
|
|
(166 |
) |
Net stock based compensation expense |
|
$ |
1,387 |
|
|
$ |
1,458 |
|
|
$ |
4,241 |
|
|
$ |
9,693 |
|
|
| Schedule of Additional Information on Total Non-Vested Stock-Based Compensation |
Additional information on total non-vested stock based compensation is as follows:
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2026 |
|
|
|
Restricted stock
awards and RSUs |
|
|
Performance Restricted
Stock Units |
|
Unrecognized compensation cost related to non-vested awards |
|
$ |
1,013 |
|
|
$ |
2,695 |
|
Weighted average recognition period (in years) |
|
|
0.9 |
|
|
|
0.7 |
|
|