Veradace Partners Issues Presentation Detailing Why Tiptree Shareholders Should Vote “AGAINST” the Deeply Flawed Proposed Sale of Fortegra to DB Insurance

Veradace Partners L.P. (collectively with its affiliates, “Veradace” or “we”), a significant shareholder of Tiptree Inc. (Nasdaq: TIPT) (“Tiptree” or the “Company”), with beneficial ownership of 5.0% of the outstanding common stock, today issued a presentation detailing why shareholders should reject the Company’s proposed sale (the “Proposed Transaction”) of The Fortegra Group, Inc. (“Fortegra”) to DB Insurance Co., Ltd. (“DB Insurance”). Veradace urges shareholders to vote AGAINST the transaction at the Company’s Special Meeting of Stockholders scheduled for December 3, 2025.

Veradace also published the following list of the top questions that it believes shareholders should direct to the Tiptree Board of Directors (the “Board”) in light of the numerous value-destructive and deeply flawed aspects of the Proposed Transaction and the process undertaken to reach the Proposed Transaction agreement:

1. Why was an investment bank not retained to specifically sell Tiptree in a tax-efficient manner before or while concurrently hiring banks to pursue a sale of Fortegra?
   
   
2. Why was this transaction done now, months before Warburg Pincus LLC’s Qualified Public Offering Rights and more than a year before Drag-Along Rights, particularly given the strong expected growth in book value and earnings outlined in the proxy?
   
   
3. Why was this transaction priced at such a significant discount to comparable companies on a multiple of net income?
   
   
4. How did the Board evaluate a holding company discount both within the context of determining Fortegra’s value and in the value the Proposed Transaction would provide for Tiptree shareholders?
   
   
5. Why are the proceeds from this transaction not being returned, in whole, to shareholders? The retention of significant cash may subject Tiptree to additional regulation under the Investment Company Act of 1940 and the short timeline and incentives to avoid such regulation could be detrimental to shareholders.
   
   
6. Do independent directors believe the Proposed Transaction will be approved by the majority of unaffiliated shareholders if it were put to a vote? If so, why is the threshold only a majority of votes when affiliates own more than 40% of shares? If the Proposed Transaction is voted down by the majority of unaffiliated shareholders, what will that say about the Board’s fiduciary responsibility?

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