Michael Barnes Commits Votes for Merger; Holds 27.35% of TIPT

Rhea-AI Filing Summary

Michael Barnes reports beneficial ownership of 10,439,197 shares of Tiptree Inc., equal to 27.35% of the outstanding common stock (including 353,769 shares issuable upon exercise of options). On September 26, 2025, Tiptree entered into a merger agreement under which a Purchaser (DB Insurance Co., Ltd.) will acquire The Fortegra Group, Inc. and related transactions are conditioned on stockholder approval. Mr. Barnes signed a Voting and Support Agreement committing his covered shares to be present and voted in favor of the Merger, to vote against competing proposals, and not to transfer covered shares except under permitted exceptions. The agreement terminates on specified events including closing of the Merger.

Positive

• Substantial ownership disclosed: Mr. Barnes beneficially owns 10,439,197 shares (27.35%), showing significant insider alignment.
• Voting and Support Agreement: Mr. Barnes committed to vote his covered shares in favor of the Merger and against competing proposals, increasing likelihood of deal approval.
• Includes option shares: Ownership calculation explicitly includes 353,769 shares issuable upon exercise of options, improving transparency.

Negative

• Transfer restrictions: Mr. Barnes agreed not to transfer Covered Tiptree Shares except for permitted transfers, limiting liquidity of a material stake during the agreement term.

Insights

M&A Specialist

TL;DR: A controlling shareholder (27.35%) formally commits his votes to support the proposed acquisition, strengthening likelihood of approval.

The Voting and Support Agreement materially increases the probability the Merger will receive the necessary stockholder approval by ensuring Mr. Barnes will cause his 10.44 million covered shares to be present and voted in favor of the transaction and against competing proposals. The filing discloses that 353,769 shares are option-issuable, included in the beneficial ownership calculation. This level of concentrated support from an executive chairman is a meaningful governance event for the deal process and reduces execution risk related to stockholder vote contingencies.

Corporate Governance Expert

TL;DR: Executive chairman’s formal voting commitment binds a significant portion of outstanding stock and includes transfer restrictions until specified terminations.

The Schedule 13D shows Mr. Barnes agreed not to transfer covered shares except for permitted transfers and committed to vote for adjournments to solicit additional proxies if needed. These provisions align executive incentives with closing the Merger but also place temporary restrictions on liquidity and control behavior for the duration of the agreement. The disclosure is comprehensive regarding ownership, voting power and termination events, giving investors clear view of governance dynamics around the transaction.

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)

Michael Barnes
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

Barnes Michael Gene

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 10,439,197.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,439,197.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,439,197.00

12

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

13

Percent of class represented by amount in Row (11)

27.35 %

14

Type of Reporting Person (See Instructions)

IN, HC

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)	Michael Gene Barnes
(b)	c/o Tiptree Inc. 660 Steamboat Road, 2nd Fl. Greenwich, CT 06830
(c)	Executive Chairman of Tiptree Inc.
(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, Michael Gene Barnes ("Mr. Barnes") 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. Barnes 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. Barnes 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. Barnes 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. Barnes, 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. Barnes' 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. Barnes' 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. Barnes of his obligations under the Tiptree Voting Agreement. Until the termination of the Tiptree Voting Agreement in accordance with its terms, Mr. Barnes 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. Barnes; (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. Barnes; 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. Michael Barnes may be deemed to beneficially own 10,439,197 Tiptree Shares over which Mr. Barnes has sole voting and dispositive power, consisting of 10,085,428 Tiptree Shares Mr. Barnes owns directly and 353,769 Tiptree Shares issuable upon exercise of stock options (the "Stock Options"). These shares represent approximately 27.35% of, collectively, (i) 37,820,120 Tiptree Shares outstanding and (ii) 353,769 Tiptree Shares issuable upon exercise of the Stock Options Mr. Barnes owns directly.
(b)	Mr. Barnes has the sole power to dispose of and the sole power to vote the 10,085,428 Tiptree Shares directly owned by him and the 353,769 Tiptree Shares issuable upon exercise of the Stock Options Mr. Barnes owns directly.
(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 Michael Barnes.

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.

Barnes Michael Gene

Signature:	/s/ Michael Barnes
Name/Title:	Michael Barnes
Date:	09/30/2025

FAQ

How many Tiptree (TIPT) shares does Michael Barnes beneficially own?

Michael Barnes beneficially owns 10,439,197 shares, representing 27.35% of Tiptree's common stock (including 353,769 option-issuable shares).

What did Michael Barnes agree to in the Voting and Support Agreement?

He agreed to cause his covered shares to be present and voted in favor of the Merger, to vote against Acquisition Proposals, and not to transfer covered shares except as permitted.

Who is the Purchaser in the Merger Agreement disclosed in the Schedule 13D?

The Purchaser is DB Insurance Co., Ltd., which will own Fortegra following the merger of a Delaware subsidiary with Fortegra.

When does the Voting and Support Agreement terminate?

It terminates upon the earliest of several events including mutual written consent, valid termination of the Merger Agreement, an Adverse Recommendation Change, closing of the Merger, the Termination Date, certain adverse amendments to the Merger Agreement, or stockholder approval of the Merger.

How many total Tiptree shares were outstanding for the ownership calculation?

The filing states there were 37,820,120 shares of Tiptree common stock outstanding as of September 26, 2025.