Tiptree Inc. Merger Agreement and Voting Support

On September 26, 2025, Tiptree Inc. entered into an Agreement and Plan of Merger with DB Insurance Co., Ltd. and The Fortegra Group, Inc. The merger involves the creation of a subsidiary that will merge with Fortegra, making Fortegra a wholly owned subsidiary of DB Insurance. Michael Gene Barnes, Executive Chairman of Tiptree, entered into a Voting and Support Agreement with DB Insurance, committing to vote in favor of the merger and related transactions. Barnes agreed not to transfer any of his Tiptree shares until the agreement terminates, which will occur under specific conditions such as the termination of the merger agreement or the closing of the merger. Barnes owns approximately 27.35% of Tiptree's outstanding shares, giving him significant influence over the merger's approval.