Tiptree (TIPT) Proxy Filing summary

Executive summary

• Institutional Shareholder Services (ISS) recommended voting in favor of the proposed merger between Fortegra and DB Insurance, citing a competitive sales process and strong historical total shareholder return (TSR).

• The merger involves DB Insurance acquiring all outstanding stock of Fortegra in an all-cash transaction.

• The board unanimously recommends stockholders vote for the merger at the December 3, 2025, special meeting.

• Forward-looking statements highlight potential risks, uncertainties, and contingencies that could affect the outcome of the merger.

Voting matters and shareholder proposals

• Stockholders are asked to approve the Agreement and Plan of Merger among Tiptree, Fortegra, and DB Insurance.

• Every vote is important, and failure to vote will have the same effect as voting against the merger proposal.

Board of directors and corporate governance

• The board conducted a competitive sales process, considering alternatives such as an IPO, outright sale, and buyout of a minority stake.

• The board unanimously supports the merger, citing it as the best available option at this time.