Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 20, 2023, in connection with the universal proxy rules adopted by the U.S. Securities and Exchange Commission and related requirements (the "Universal Proxy Rules") and a periodic review of the Bylaws of Tiptree Inc. ("Tiptree"), the Board of Directors (the "Board") of Tiptree amended and restated Tiptree's Bylaws with the Fifth Amended and Restated Bylaws (the "Fifth Amended and Restated Bylaws"), effective immediately. The amendments effected by the Fifth Amended and Restated Bylaws:

•address the adoption of the Universal Proxy Rules, including to require certification of compliance with the Universal Proxy Rules, set forth certain notice and filing obligations and require that the proposing stockholder solicit holders of at least 67% of the voting power of shares of stock of Tiptree entitled to vote in the election of directors; •make certain updates to the procedural mechanics and information requirements for a stockholder making a nomination or proposal; •clarify that if the stockholder proponent does not appear in person or by proxy at a meeting to present each nominee for election as a director or the proposed business, as applicable, such matter will not be considered at the meeting; and •make various other conforming, technical, and non-substantive changes.

The foregoing description of the Fifth Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits:


         3.1     Fifth Amended and Restated Bylaws of Tiptree Inc.
         104  Cover Page Interactive Data File (formatted as Inline XBRL).

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