Doma Enters into Agreement to Go Private at Price of $6.29 Per Share in Cash; Plans to Merge with an industry leader TRG to Create Attractive Scale Opportunities

Doma Holdings, Inc. (NYSE: DOMA), a leading force for innovation in the real estate industry, today announced that it has entered into a definitive agreement and plan of merger (the “transaction”) with Title Resources Group (“TRG”), one of the nation’s leading title insurance underwriters, subject to stockholder and regulatory approvals. In the transaction, TRG would acquire all of the outstanding shares of Doma for $6.29 per share of common stock in an all-cash transaction, an approximate premium of 43.0% over Doma’s closing share price on March 27, 2024, and an approximate 33.9% premium over the trailing 30-day volume weighted average closing price ending March 27, 2024.

After the close of the transaction, Doma’s underwriting division, Doma Title Insurance, Inc., and its technology division, expected to be renamed Doma Technology LLC (“Doma TechCo”), are expected to operate as subsidiaries of TRG with Doma TechCo operating on a separately-capitalized basis. Hudson Structured Capital Management Ltd. (conducting its insurance business as HSCM Bermuda or “HSCM”) would maintain an investment in Doma through Doma TechCo. Doma TechCo would continue to have access to underwriting services and continued technology deployment for Doma Title Insurance, Inc.

“Today’s announcement is a win for Doma’s stockholders and for both companies’ employees and customers,” said Max Simkoff, Doma CEO. “This transaction is an important step in the growth and evolution of Doma, further strengthening us as we deploy our market-tested technology for large mortgage market participants.”

“We look forward to partnering with the Doma team and providing excellent underwriting services to Doma’s many strong agents,” Scott McCall, president and CEO of TRG, said.

Transaction Approvals and Timing

The transaction, which was unanimously approved by Doma’s Board of Directors, acting on the unanimous recommendation of a special committee of the Board of Directors comprised entirely of independent directors, is expected to close in the second half of 2024, subject to certain closing conditions, including approval by the holders of a majority of Doma’s common stock that are not affiliated with the Lennar Stockholders (as defined below) and certain other persons, and certain insurance regulatory approvals. The transaction is not subject to a financing condition, though is conditioned on the completion of certain specified transactions as contemplated by the merger agreement for the transaction (the “merger agreement”), an investment by Lennar into TRG and the consummation of certain arrangements with HSCM.