Arif Inayatullah Files Schedule 13D: 3.39M TIPT Shares Back Merger

Rhea-AI Filing Summary

Schedule 13D filed by Arif Inayatullah reports he beneficially owns 3,392,420 shares of Tiptree Inc., representing 8.97% of the 37,820,120 shares outstanding. The filing discloses that on September 26, 2025, Tiptree entered into a merger agreement under which a DB Insurance Co., Ltd. purchaser will cause Fortegra to become a wholly owned subsidiary following a merger. Mr. Inayatullah entered into a Voting and Support Agreement with the purchaser committing his covered shares to vote in favor of the merger, to appear for quorum purposes, to vote against competing acquisition proposals, and to refrain from transferring covered shares except as permitted. The Voting Agreement terminates on specified events including closing of the merger.

Positive

• Committed support for the merger: Mr. Inayatullah agreed to vote his 3,392,420 shares (~8.97%) in favor of the Merger, increasing likelihood of shareholder approval.
• Transfer restrictions: Covered shares are restricted from transfer except for defined Permitted Transfers, preserving voting power through key deal milestones.

Negative

• Concentration of voting influence: A near-9% holder is constrained to support the buyer, which may limit consideration of alternative proposals.
• Potential governance limitation: The voting agreement restricts the reporting person's ability to change position during the agreement term, affecting independent shareholder action until termination events occur.

Insights

M&A Specialist

TL;DR: Significant shareholder commits ~9% stake to support proposed merger, reducing risk of dissent at the stockholder vote.

The Voting and Support Agreement binds 3,392,420 shares (8.97%) to vote for the Merger and against competing proposals, which materially strengthens the purchaser's path to shareholder approval. For deal execution, a committed near-9% holder is meaningful for quorum and proxy dynamics, particularly in contested situations. The agreement also restricts transfers of covered shares until termination conditions are met, preserving the purchaser's expected voting calculus through closing or certain specified events.

Corporate Governance Expert

TL;DR: A named insider has formal voting commitments and transfer restrictions—clearly material to corporate governance and shareholder decision-making.

The Schedule 13D discloses binding voting commitments and transfer limitations on a substantial holder. These provisions affect shareholder rights and standard governance considerations by temporarily limiting the reporting person's ability to change position or support alternatives. The termination conditions are explicit and tied to customary deal milestones, preserving flexibility thereafter. The filing properly discloses the nature and scope of the arrangement for investor review.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TIPTREE INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

88822Q103

(CUSIP Number)

Arif Inayatullah
660 STEAMBOAT ROAD, 2ND FLOOR
GREENWICH, CT, 06830
212-446-1400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 88822Q103

1

Name of reporting person

Inayatullah Arif

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,392,420.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,392,420.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,392,420.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.97 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: TIPTREE INC.
(c)	Address of Issuer's Principal Executive Offices: 660 STEAMBOAT ROAD, 2ND FLOOR, GREENWICH, CONNECTICUT , 06830.
Item 2.	Identity and Background
(a)	Arif Inayatullah
(b)	c/o Tiptree Inc. 660 Steamboat Road, 2nd Fl. Greenwich, CT 06830
(c)	None
(d)	None
(e)	None
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	N/A
Item 4.	Purpose of Transaction
	On September 26, 2025, Tiptree Inc. ("Tiptree"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Tiptree, DB Insurance Co., Ltd. ("Purchaser"), a subsidiary of Purchaser to be incorporated in Delaware following the date of the Merger Agreement and prior to the closing of the Merger (as defined below) in accordance with the terms of the Merger Agreement ("Merger Subsidiary") and The Fortegra Group, Inc. ("Fortegra"). Pursuant to the Merger Agreement and upon the terms and conditions set forth therein, at the effective time of the Merger (as defined below), Merger Subsidiary will be merged with and into Fortegra with Fortegra surviving the merger as a wholly owned subsidiary of Purchaser (the "Merger"). In connection with the Merger Agreement, Arif Inayatullah ("Mr. Inayatullah ") entered into a Voting and Support Agreement dated as of September 26, 2025 (the "Tiptree Voting Agreement"), with Purchaser, pursuant to which, subject to the terms and conditions set forth therein, Mr. Inayatullah has agreed, during the term of the Tiptree Voting Agreement, at a meeting of Tiptree stockholders called as contemplated by the Merger Agreement (the "Tiptree Stockholder Meeting") and at any other meeting of the stockholders of Tiptree, and in connection with any written consent of the stockholders of Tiptree, to the fullest extent that the shares beneficially owned by Mr. Inayatullah set forth on the applicable schedule of the Tiptree Voting Agreement (together with any shares of Tiptree common stock or other voting capital stock of Tiptree and any securities convertible into or exercisable or exchangeable for shares of Tiptree common stock or other voting capital stock of Tiptree that Mr. Inayatullah has beneficial ownership of on or after the date of the Tiptree Voting Agreement for so long as they are held or otherwise beneficially owned by Mr. Inayatullah, the "Covered Tiptree Shares") are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of Tiptree is sought: (i) appear, in person or by proxy, at each such meeting or otherwise cause all of Mr. Inayatullah's Covered Tiptree Shares entitled to vote to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of Mr. Inayatullah's Covered Tiptree Shares entitled to vote: (1) in favor of the approval of the Merger and the other transactions contemplated by the Merger Agreement; (2) in favor of any proposal to adjourn a meeting of the stockholders of Tiptree to solicit additional proxies in favor of the approval of the Merger and the other transactions contemplated by the Merger Agreement; (3) against any Acquisition Proposal (as defined in the Merger Agreement); and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, impair, interfere with, delay, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement (including the consummation in each case thereof) or the Tiptree Voting Agreement or the performance by Tiptree of its obligations under the Merger Agreement or by Mr. Inayatullah of his obligations under the Tiptree Voting Agreement. Until the termination of the Tiptree Voting Agreement in accordance with its terms, Mr. Inayatullah has agreed not to, directly or indirectly, Transfer (as defined in the Tiptree Voting Agreement) any Covered Tiptree Shares or any beneficial ownership interest or any other interest therein, unless such Transfer is a Permitted Transfer (as defined in the Tiptree Voting Agreement). The Tiptree Voting Agreement will terminate upon the earliest to occur of (a) the termination of the Tiptree Voting Agreement by the mutual written consent of Purchaser and Mr. Inayatullah; (b) the valid termination of the Merger Agreement in accordance with its terms prior to the closing of the Merger; (c) an Adverse Recommendation Change (as defined in the Merger Agreement) in accordance with the terms of the Merger Agreement; (d) the closing of the Merger; (e) the Termination Date (as defined in the Merger Agreement); (f) the date of any amendment to the Merger Agreement that (1) decreases, or changes the form of, consideration payable to Fortegra thereunder (other than pursuant to the definition of "Aggregate Purchase Price" in the Merger Agreement); (2) imposes any material restrictions or any additional conditions on the consummation of the transactions contemplated by the Merger Agreement; or (3) extends the Termination Date (as defined in the Merger Agreement) (other than pursuant to the proviso in Section 10.01(b) of the Merger Agreement), without the prior written consent of Mr. Inayatullah; and (g) the obtainment of the Tiptree stockholder approval of the Merger and the other transactions contemplated by the Merger Agreement. The preceding description of the Tiptree Voting Agreement does not contain a complete description of such agreement and is qualified in its entirety by reference to the full text of the Tiptree Voting Agreement, which is filed as an exhibit hereto and incorporated herein by reference. The Reporting Person reserves the right to change his plans and intentions with respect to Tiptree and may, from time to time, formulate other purposes, plans or proposals regarding Tiptree or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Any action taken by the Reporting Person may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the agreements referenced herein.
Item 5.	Interest in Securities of the Issuer
(a)	For purposes of this Item 5(a), as of September 26, 2025, the Company had 37,820,120 shares of Common Stock ("Tiptree Shares") outstanding. Mr. Inayatullah beneficially owns 3,392,420 Tiptree Shares over which Mr. Inayatullah has sole voting and dispositive power. These shares represent approximately 8.97% of Tiptree Shares outstanding.
(b)	Mr. Inayatullah has the sole power to dispose of and the sole power to vote the 3,392,420 Tiptree Shares directly owned by him.
(c)	Any transactions in Tiptree shares disclosed on a Form 4 filed by a Reporting Person during the period ending on the filing date of such amendment and starting on the later of the date 60 days before such filing date and the date of the most closely preceding amendment is and shall be incorporated into Item 5(c) without any further notice.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in response to Item 4 is incorporated by reference herein
Item 7.	Material to be Filed as Exhibits.
	Voting and Support Agreement dated September 26, 2025, by and between DB Insurance Co., Ltd., and Arif Inayatullah.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Inayatullah Arif

Signature:	/s/ Arif Inayatullah
Name/Title:	Arif Inayatullah
Date:	09/30/2025

FAQ

How many Tiptree (TIPT) shares does Arif Inayatullah beneficially own?

As of September 26, 2025, Mr. Inayatullah beneficially owns 3,392,420 shares, representing 8.97% of the 37,820,120 shares outstanding.

What did Mr. Inayatullah agree to under the Voting and Support Agreement?

He agreed to vote his covered shares in favor of the Merger, appear for quorum purposes, vote against Acquisition Proposals, and not transfer covered shares except as permitted.

With whom did Mr. Inayatullah enter the Voting and Support Agreement?

He entered the agreement with DB Insurance Co., Ltd. (the purchaser) in connection with the Merger Agreement involving Fortegra.

When does the Voting and Support Agreement terminate?

It terminates on the earliest of several events, including mutual written consent, valid termination of the Merger Agreement, an adverse recommendation change, the closing of the Merger, the Termination Date, certain material amendments to the Merger Agreement, or obtaining Tiptree stockholder approval.

What percent of Tiptree's class does Mr. Inayatullah's stake represent?

His stake represents 8.97% of Tiptree's common stock outstanding as disclosed in the filing.