Tiptree (TIPT) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for December 3, 2025, to vote on the proposed merger involving Tiptree, Fortegra, and DB Insurance Co., Ltd.

• The merger will result in Fortegra becoming a wholly-owned subsidiary of DB Insurance via a newly formed Merger Sub.

• Supplemental disclosures were issued in response to stockholder litigation alleging omissions or misstatements in the proxy materials.

• The board unanimously recommends voting in favor of the merger proposals.

• Forward-looking statements address expected timing, financial impacts, and risks related to the merger.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the approval of the merger and related matters at the special meeting.

• The board continues to recommend a "FOR" vote on all proposals.

Board of directors and corporate governance

• No director, nominee, or executive officer has interests in the merger different from other stockholders.

• No discussions occurred regarding post-merger employment or benefits for directors or officers.

• The merger does not trigger a Change in Control under the 2017 Omnibus Incentive Plan; no RSU acceleration or option vesting waivers will occur.