Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

 

March 16, 2023

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Trean Insurance Group, Inc. (“Trean”) to be held on April 18, 2023, at Trean’s headquarters located at 150 Lake Street West, Wayzata, Minnesota 55391, at 10:00 a.m., Central Time (such meeting, including any adjournment or postponement thereof, the “Special Meeting”).

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of December 15, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among Trean, Treadstone Parent Inc. (“Parent”) and Treadstone Merger Sub Inc., a direct, wholly-owned subsidiary of Parent (“Merger Sub”) and approve the Merger (as defined below) and the other transactions contemplated by the Merger Agreement (the “Merger Agreement Proposal”). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver (in accordance with the terms of the Merger Agreement) of certain conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Trean (the “Merger”), effective as of the effective time of the Merger (the “Effective Time”). As a result of the Merger, Merger Sub will cease to exist, and Trean will survive the Merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”). You will also be asked to consider and vote on a proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal or to seek a quorum if one is not initially obtained (the “Adjournment Proposal”). Parent and Merger Sub are controlled by investment funds managed by Altaris, LLC (“Altaris”). Affiliates of Altaris beneficially own approximately 46.9% of the voting power of the issued and outstanding shares of Trean’s common stock entitled to vote at the Special Meeting.

If the Merger contemplated by the Merger Agreement is completed, you will be entitled to receive $6.15 in cash, without interest, and subject to applicable withholding taxes, for each share of Trean’s common stock, par value $0.01 per share (“Trean Common Stock”), that you own (unless you have properly exercised your appraisal rights with respect to such shares).

On December 15, 2022, the special committee (the “Special Committee”) of Trean’s board of directors (the “Board”), consisting solely of non-management members of the Board who are disinterested and independent of Altaris and its affiliates, after considering various factors, including those described in the accompanying proxy statement (the “Proxy Statement”), and after consultation with the Special Committee’s independent legal and financial advisors, unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Trean and the “Unaffiliated Stockholders” (defined as Trean’s stockholders other than Altaris and its affiliates, Parent, Merger Sub, any Rollover Stockholders (as defined in the Merger Agreement) or any officers of Trean whom the Board has determined are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Section 16 Officers”) or any of their respective affiliates, associates or members of their immediate family (as such terms are defined in Rules 12b-2 and 16a-1 of the Exchange Act)) and substantively and procedurally fair to the “unaffiliated security holders” (as defined under Rule 13e-3 of the Exchange Act), (ii) determined that it is advisable and in the best interests of Trean and the Unaffiliated Stockholders to enter into and approve, adopt and declare advisable, the Merger Agreement, (iii) recommended that the Board (A) determine that the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of, Trean and its stockholders (including the Unaffiliated Stockholders), (B) determine that it is in the best interests of Trean and its stockholders (including the Unaffiliated Stockholders) to enter into, and approve, adopt and declare advisable, the Merger Agreement, (C) approve the execution and delivery by Trean of the Merger Agreement, the performance by Trean of its covenants and agreements contained therein and the consummation of the Merger and the other

transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained in the Merger Agreement, (D) direct that the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, including the Merger, be submitted to the stockholders of Trean, and (E) recommend that the stockholders of Trean vote to adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger, at any meeting of the stockholders held for such purpose and any adjournment or postponement thereof.

The Board (other than Daniel G. Tully, who abstained from participating in the deliberations or voting on the matter due to his position as Co-Founder and Managing Director of Altaris), acting upon the unanimous recommendation of the Special Committee, unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of, Trean and its stockholders (including the Unaffiliated Stockholders), (ii) determined that it is in the best interests of Trean and its stockholders (including the Unaffiliated Stockholders) to enter into, and approved, adopted and declared advisable, the Merger Agreement, (iii) approved the execution and delivery by Trean of the Merger Agreement, the performance by Trean of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, upon the terms and subject to the conditions contained in the Merger Agreement, (iv) directed that the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, including the Merger, be submitted to the stockholders of Trean, and (v) resolved to recommend that the stockholders of Trean vote to adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger, at any meeting of the stockholders held for such purpose and any adjournment or postponement thereof.

The Merger Agreement and the Merger have been unanimously approved and recommended by the Special Committee. Trean’s Board (other than Mr. Tully, who abstained from participating in the deliberations or voting on the matter due to his position as Co-Founder and Managing Director of Altaris), acting on the unanimous recommendation of the Special Committee, unanimously recommends that you vote (i) “FOR” the Merger Agreement Proposal and (ii) “FOR” the Adjournment Proposal.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Special Committee and the Board in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about Trean from documents we file with the U.S. Securities and Exchange Commission (the “SEC”), from time to time.

We appreciate you taking the time to vote promptly, and encourage you to do so electronically. After reading the Proxy Statement, please vote at your earliest convenience over the Internet by using the Internet address on the proxy card or by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked by you at any time prior to its exercise at the Special Meeting. If your shares are held in “street name” through a broker, bank or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the proposals, your broker, bank or other nominee may not vote your shares with respect to any of the proposals. We encourage you to instruct your broker, bank or other nominee to vote your shares “FOR” all of the proposals set forth in the Proxy Statement by following the directions on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. Again, we encourage you to vote electronically.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.

We cannot consummate the Merger unless the Merger Agreement Proposal is approved by both (i) the affirmative vote of Unaffiliated Stockholders representing a majority of the aggregate voting power of the outstanding shares of Trean Common Stock beneficially owned by the Unaffiliated Stockholders entitled to vote thereon and (ii) the affirmative vote of Trean stockholders representing a majority of the aggregate voting power of the outstanding shares of Trean Common Stock entitled to vote thereon. In addition, the Merger Agreement makes the approval by both the Unaffiliated Stockholders and Trean stockholders generally of the Merger Agreement Proposal a non-waivable condition to the parties’ obligations to consummate the Merger.

The failure of any stockholder to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card or to vote at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, and will not have any effect on the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate. Further, such stockholder’s shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Because the proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and will have no effect on the Adjournment Proposal.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Okapi Partners, LLC, our proxy solicitor, by calling (844) 203-3605.

On behalf of Trean’s Board, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

 

Julie A. Baron

Chief Executive Officer

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated by it, including the Merger, or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

The Proxy Statement is dated March 16, 2023 and, together with the enclosed form of proxy card, is first being mailed to Trean stockholders on or about March 17, 2023.

 

will be available for examination by any stockholder for any purpose germane to the Special Meeting for a period of ten days prior to the Special Meeting and ending on the day before the date of the Special Meeting during ordinary business hours at Trean’s corporate headquarters located at 150 Lake Street West, Wayzata, Minnesota 55391.

Trean stockholders who do not vote in favor of the Merger Agreement Proposal will have the right to seek appraisal of the fair value of their shares of Trean Common Stock if they deliver a demand for appraisal before the vote is taken on the Merger Agreement Proposal and comply with all the requirements of Delaware law, which are summarized in the Proxy Statement accompanying this notice and reproduced in their entirety in Annex C to the accompanying Proxy Statement.

The Merger Agreement and the Merger have been unanimously approved and recommended by a special committee of the Board, consisting solely of directors who are disinterested and independent of Altaris and its affiliates (the “Special Committee”).

The Board (other than Daniel G. Tully, who abstained from participating in the deliberations or voting on the matter due to his position as Co-Founder and Managing Director of Altaris), acting upon the unanimous recommendation of the Special Committee, recommends that you vote all of your shares as follows:

In considering the recommendation of the Board, Trean stockholders should be aware that Trean’s executive officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of Trean’s stockholders generally. See the section entitled “Special Factors—Interests of the Directors and Executive Officers of Trean in the Merger” beginning on page 61 of this Proxy Statement.

Our Notice of Special Meeting and Proxy Statement are available at www.proxyvote.com.

By order of the Board,

 

Patricia A. Ryan

Chief Legal Officer & Corporate Secretary

March 16, 2023

YOUR VOTE IS EXTREMELY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING AND REGARDLESS OF THE NUMBER OF SHARES YOU OWN, WE URGE YOU TO VOTE PROMPTLY “FOR” EACH OF THE PROPOSALS.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

Okapi Partners, LLC

1212 Avenue of the Americas, 17^th Floor

New York, NY 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others Call Toll-Free: (844) 203-3605

Email: info@okapipartners.com

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Trean stockholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 119 of this Proxy Statement.

For holders in “street name”: If your shares of Trean Common Stock are held in “street name” and you do not instruct your broker, bank or other nominee how to vote your shares, then, because both of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of Trean Common Stock are held in “street name,” your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” both of the Special Meeting Proposals by following the instructions provided on the voting instruction form.

If you submit your proxy by Internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of Trean Common Stock will be voted in accordance with your instructions.

Even if you plan to attend the Special Meeting and vote by ballot, you are encouraged to vote your shares of Trean Common Stock by proxy. If you are a stockholder of record or if you obtain a valid legal proxy to vote shares that you beneficially own and wish to change your vote, you may still vote your shares of Trean Common Stock by ballot at the Special Meeting even if you have previously voted by proxy.

Trean Insurance Group, Inc.

150 Lake Street West

Wayzata, Minnesota 55391

Attention: Corporate Secretary

All stockholders and beneficial owners should bring a government-issued picture identification card, such as your driver’s license, as you will also be asked to provide a government-issued identification card at the registration desk on the day of the Special Meeting or any adjournment or postponement of the Special Meeting. Everyone who attends the Special Meeting must abide by the rules for the conduct of the Special Meeting. These rules will be printed on the Special Meeting agenda. No cameras, recording equipment, other electronic devices, large bags or packages will be permitted in the Special Meeting.

In any case, we recommend that you submit your proxy via the Internet or by telephone by following the instructions on the enclosed proxy card, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided—even if you plan to attend the Special Meeting in person. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed. If you attend the Special Meeting in person and vote by ballot, your vote by ballot will revoke any proxy previously submitted. If you hold your shares in “street name,” because you are not the stockholder of record, you may not vote your shares by ballot at the Special Meeting unless you request and obtain a valid legal proxy from your bank, broker, bank or other nominee.

You should read the section of this Proxy Statement entitled “Special Factors—Recommendation of the Special Committee; Reasons for the Merger” beginning on page 36 of this Proxy Statement for a discussion of the factors that the Board considered in deciding to recommend the approval of the Merger Agreement. See also the section entitled “Special Factors—Interests of the Directors and Executive Officers of Trean in the Merger” beginning on page 61 of this Proxy Statement.

Under certain specified circumstances in which the Merger is not consummated, Trean may be required to pay Parent a termination fee upon the termination of the Merger Agreement, as described in the sections entitled “Terms of the Merger Agreement—Termination Fee” beginning on page 96 of this Proxy Statement.

As of March 13, 2023, the Record Date for determining who is entitled to vote at the Special Meeting, there were approximately 51,238,218 shares of Trean Common Stock issued and outstanding. Each holder of Trean Common Stock is entitled to one vote per share of Trean Common Stock owned by such holder as of the Record Date.

If your shares are held through a broker, bank or other nominee, you are considered the beneficial owner of those shares. In that case, this Proxy Statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the Special Meeting Proposals, your broker, bank or other nominee may not vote your shares with respect to the Special Meeting Proposals.

If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

Your latest dated proxy card, Internet or telephone vote is the one that is counted. If your shares are held in “street name” by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Agreement Proposal and “FOR” the Adjournment Proposal.

For Trean stockholders of record: Please contact Okapi Partners, LLC at (844) 203-3605.

For holders in “street name”: Please contact your account representative at your broker, bank or other similar institution.

For a more complete description of the U.S. federal income tax consequences of the Merger, see the section entitled “Special Factors—U.S. Federal Income Tax Consequences of the Merger” beginning on page 64 of this Proxy Statement.

If the Merger is completed, each Company PSU award outstanding as of immediately prior to the Effective Time will automatically become vested and will be cancelled without any action on the part of any holder or beneficiary thereof and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (A) a prorated number of shares of Trean Common Stock (such prorated number for Company PSU awards granted in 2021 being two-thirds, and for Company PSU awards granted in 2022 being one-third) that would have vested pursuant to the terms of such Company PSU award based on projected performance through the Effective Time (such projected performance resulting in a payout of 111.9% of the target number of shares for Company PSU awards granted in 2021 and 200% of the target number of shares for Company PSU awards granted in 2022), and (B) the Transaction Consideration.

If the Merger is completed, each Company MSU award outstanding as of immediately prior to the Effective Time will automatically become vested and will be cancelled without any action on the part of any holder or beneficiary thereof and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (A) the number of shares of Trean Common Stock that would have vested pursuant to the terms of such Company MSU award based on actual performance through the Effective Time, and (B) the Transaction Consideration.

If the Merger is completed, each Company RSU award outstanding as of immediately prior to the Effective Time will automatically become fully vested and will be cancelled and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (A) the number of shares of Trean Common Stock then underlying such Company RSU award as of immediately prior to the Effective Time and (B) the Transaction Consideration.

For additional information regarding the treatment of Trean’s outstanding equity awards, see the section entitled “Terms of the Merger Agreement—Transaction Consideration—Outstanding Trean Equity Awards” beginning on page 78 of this Proxy Statement.

Okapi Partners, LLC

1212 Avenue of the Americas, 17^th Floor

New York, NY 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others Call Toll-Free: (844) 203-3605

Email: info@okapipartners.com

This Proxy Statement contains and the documents to which Trean refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by Trean or on Trean’s behalf, contain “forward-looking statements” within the meaning of the federal securities laws, including but not limited to those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. Risks and uncertainties exist that may cause the results to differ materially from those set forth in these forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, Trean. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect Trean’s business and the price of Trean’s Common Stock; (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement by Trean’s stockholders and the receipt of certain regulatory approvals; (iii) the occurrence of any event, change, or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring Trean to pay a termination fee; (iv) the effect of the announcement or pendency of the proposed transaction on Trean’s business relationships, operating results, and business generally; (v) risks that the proposed transaction disrupts Trean’s current plans and operations; (vi) Trean’s ability to retain and hire key personnel in light of the proposed transaction; (vii) risks related to diverting management’s attention from Trean’s ongoing business operations; (viii) unexpected costs, charges, or expenses resulting from the proposed transaction; (ix) potential litigation relating to the Merger that could be instituted against Altaris, Trean, or their respective directors, managers, or officers, including the effects of any outcomes related thereto; (x) certain restrictions during the pendency of the Merger that may impact Trean’s ability to pursue certain business opportunities or strategic transactions; (xi) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war or hostilities, or pandemics, including the COVID-19 pandemic, as well as management’s response to any of the aforementioned factors; and (xii) other risks described in Trean’s filings with the SEC, such risks and uncertainties described under the headings “Forward-Looking Statements,” “Risk Factors” and other sections of Trean’s Annual Report on Form 10-K filed with the SEC on March 16, 2023 and subsequent filings. While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties to be presented in any amendments to the Proxy Statement will be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the Merger and/or Trean’s consolidated financial condition, results of operations or liquidity. The forward-looking statements speak only as of the date they are made.

All of the forward-looking statements Trean makes in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information in Trean’s consolidated financial statements and notes thereto included in our most recent filing on Form 10-K for the fiscal year ended December 31, 2022, as amended, and subsequent periodic and interim report filings (see the section entitled “Where You Can Find More Information”).

Discussions of additional risks and uncertainties are contained in Trean’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Trean’s judgment only as of the date hereof. Trean undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A. You should read the entire Merger Agreement carefully because it is the legal document that governs the Merger.

We are asking our stockholders to vote on the adoption of the Merger Agreement. If the Merger is completed, the holders of Trean Common Stock will have the right to receive the Transaction Consideration.

In July 2020, Trean consummated its initial public offering at $15.00 per share, comprised of 7,142,857 shares of Trean Common Stock issued and sold by Trean and 4,778,571 shares of Trean Common Stock (inclusive of shares sold pursuant to the exercise of the underwriters’ option to purchase additional shares to cover over-allotments) sold by selling stockholders (the “IPO”). Among those selling stock in the IPO was Altaris that, beginning with its acquisition of a 36.4% equity stake in Trean in July 2015, had through multiple equity investments come to acquire a majority equity stake in Trean by the time of the IPO. From time to time since Altaris’ original investment in Trean, and as part of Altaris’ ongoing monitoring of that investment, representatives of Altaris, including Daniel G. Tully, a member of the Board and Co-Founder and Managing Director of Altaris, have engaged in discussions with members of management of Trean regarding Trean’s business, operating results and prospects.

In May 2021, Trean conducted a secondary offering of 5,000,000 shares of Trean Common Stock at $14.00 per share (the “Secondary Offering”), comprised entirely of shares sold by selling stockholders, including Altaris. As a result of the Secondary Offering, Altaris no longer beneficially owned more than 50% of the outstanding shares of Trean Common Stock, and Trean was no longer a “controlled company” within the meaning of the Nasdaq listing rules. Altaris currently owns approximately 46.9% of the outstanding Trean Common Stock.

Since the IPO, in the ordinary course of business, the Board and the senior management team of Trean regularly have reviewed near- and long-term strategy, performance, positioning and operating prospects of Trean and its subsidiaries with a view toward enhancing stockholder value. These reviews have included, from time to time, evaluations of potential alternatives for achieving long-term strategic goals, including balancing the use of capital to fund growth acquisitions with other potential uses of capital, including maintenance of surplus capital at Trean’s insurance company subsidiaries consistent with Trean’s objective of maintaining its A.M. Best financial strength rating of “A” (ascribed to its insurance companies). In particular, with respect to using capital to fund growth acquisitions, Trean has historically grown in significant part through investments in, or acquisitions of, long-term partners. For example, since 2013, Trean has completed nine acquisitions of companies with which it had prior relationships, seven of which write premiums that represented more than 36% of Trean’s gross written premiums for the year ended December 31, 2021, including Compstar Holding Company LLC (“Compstar”), the parent company of a managing general agent underwriting workers’ compensation insurance coverage for California contractors. Concurrently, Trean has been increasing the scale of its underwriting business, which has added capital requirements, relative to its fee-based business. With respect to other capital allocation objectives, the “A” rating obtained by Trean is important to the continued implementation of its business plan, by enhancing Trean’s ability to attract and retain agents and brokers and the risk profiles of submissions for insurance that Trean’s insurance company subsidiaries receive. In assessing Trean’s appropriate capital structure and position, management and the Board also have taken into account the recent financial performance of Trean, which since the IPO has been characterized by general underperformance relative to the consensus of analyst estimates and occasions in which Trean had determined it necessary to adjust (and in some cases, Trean missed) previously issued financial guidance, particularly in response to unusually high loss activity in 2021 and lower realization of anticipated benefits from its significant Compstar acquisition. Management and the Board also have taken into account that each of Trean’s insurance subsidiaries must hold a specified amount of minimum reserves in order to meet future obligations on outstanding policies.

On March 9, 2022, Trean announced that, effective July 1, 2022, Andrew O’Brien, Trean’s founder who had served as Chief Executive Officer of Trean since its formation, would step down from that position and be appointed as Executive Chairman of the Board. Concurrently, Julie Baron would be appointed as Chief Executive Officer. Ms. Baron has been with Trean since 2007 and has held multiple senior management roles during that span, and immediately prior to her appointment as Chief Executive Officer was serving as President and Chief Operating Officer of Trean.

After market close on August 3, 2022, Trean issued its earnings release for the second quarter of 2022 (the “Second Quarter Earnings Release”). Among other things, in the Second Quarter Earnings Release, Trean updated its full-year 2022 guidance for gross written premiums from between $655 million and $670 million to between $615 million and $630 million, and reiterated guidance for full year net earned premiums of between $255 million and $265 million and full year total revenue of between $268 million and $278 million. Trean also reiterated guidance for full-year expense ratios of 32% to 33% and provided guidance on loss ratios for the second half of 2022 consistent with the first half of 2022. Trean also provided as an outlook for the third quarter of 2022 of gross written premiums between $150 million and $160 million and adjusted net income between $4.3 million and $5.3 million. The closing price of Trean Common Stock on August 4, 2022, was $4.94, down almost 10% from the closing price on the prior trading day.

On or about August 8, 2022, Mr. Tully engaged in a discussion with Mr. O’Brien regarding the investor and analyst feedback received by Trean following the Second Quarter Earnings Release and Trean’s business, operating results and prospects. As part of this discussion, Messrs. Tully and O’Brien discussed generally whether Trean should consider engaging in a going-private transaction. Neither Mr. Tully nor Mr. O’Brien discussed any specific transaction structure, terms or timetable, and no specific proposal regarding a potential going-private transaction, including as to price or valuation, was discussed.

On August 16, 2022, representatives of Altaris, including Mr. Tully, met with members of management of Trean, including Mr. O’Brien and Ms. Baron, to discuss Trean’s business, operating results and prospects. The potential of a going-private transaction was not discussed at this meeting.

On August 30, 2022, Mr. Tully called each of Terry P. Mayotte and Randall D. Jones, two of Trean’s independent directors who were not affiliated with Altaris, and Philip I. Smith, a director of Trean and operating partner of Altaris, and informed them that Altaris may submit a proposal to the Board regarding the potential acquisition by Altaris of all of the outstanding shares of Trean Common Stock not owned by Altaris. No terms regarding such a potential transaction, including as to price or valuation, were discussed; however, Mr. Tully noted that any such proposal would state that Altaris would not move forward with such a potential transaction unless it was approved by a special committee of independent directors, and that, given Messrs. Mayotte’s and Jones’ independence from each of Trean and Altaris, they may be asked by the Board to serve on such a committee.

On August 31, 2022, representatives of Kirkland & Ellis LLP (“Kirkland & Ellis”), outside legal counsel to Altaris, contacted representatives of Bass, Berry & Sims PLC (“Bass Berry”), outside legal counsel to Trean, and relayed Altaris’ intention to submit a proposal to the Board regarding the potential acquisition by Altaris of all of the outstanding shares of Trean Common Stock not owned by Altaris. The representatives of Kirkland & Ellis did not relay any terms regarding such a potential acquisition, including as to price or valuation, which they indicated would be forthcoming in a written proposal to Trean. That same day, the representatives of Bass Berry relayed the information to Mr. O’Brien, as Executive Chairman of the Board, and Patricia Ryan, the Chief Legal Officer of Trean, and Ms. Ryan in turn informed Ms. Baron of the information.

On September 2, 2022, Altaris sent a letter addressed to the Board by which Altaris submitted a non-binding proposal to acquire all of the outstanding shares of Trean Common Stock not owned by Altaris for cash consideration of $6.00 per share (the “September Altaris Proposal”). In this letter, Altaris stated that the September Altaris Proposal represented a premium of 38.2% based on the closing price of Trean Common Stock on September 1, 2022 (which was $4.34 per share), and a 25.8% premium based on the 20-day volume weighted average price per share of Trean Common Stock of $4.77 as of that same date (which Altaris stated represented Trean’s performance following the Second Quarter Earnings Release). Altaris further stated that it would not move forward with the September Altaris Proposal unless it was approved by a special committee of independent directors appointed by the Board that was advised by independent legal and financial advisors, and that the September Altaris Proposal would be subject to a non-waivable condition requiring approval of Trean stockholders representing a majority of the aggregate voting power of the shares of Trean Common Stock not beneficially owned by Altaris. The September Altaris Proposal stated that the proposed transaction would not be subject to a financing condition and did not specifically contemplate any third-party debt financing of the proposed transaction. In addition, Altaris stated that, in its capacity as a stockholder, it had no interest in selling control of Trean to a third party, but emphasized that neither the failure of a special committee to recommend the September Altaris Proposal, nor the failure of Trean’s public stockholders to approve the September Altaris

Proposal, would adversely affect its ongoing relationship with Trean. Finally, Altaris stated that, at the appropriate time and with prior Board consent, it would seek to discuss the possibility of certain stockholders (who were not specified in the September Altaris Proposal) rolling over their shares in the proposed transaction.

On September 6, 2022, the Board held a meeting, attended by representatives of Trean’s senior management and representatives of Bass Berry. Mr. Tully joined the opening portion of the meeting and recused himself from the meeting before the commencement of any substantive discussions. Following Mr. Tully’s departure, the remaining members of the Board discussed process and timing considerations, as well as the potential opportunities and risks, associated with the September Altaris Proposal. Following discussion, the Board (excluding Mr. Tully) determined to form a special committee of two directors who were not, and continue not to be, affiliated with Altaris (the “Special Committee”) and designated Messrs. Mayotte and Jones as the members of the Special Committee. The Board delegated to the Special Committee full power and authority to, among other things: (i) direct the process related to the evaluation of the September Altaris Proposal and alternatives thereto (the September Altaris Proposal and any alternative thereto, a “Transaction”), including the parties with whom any such Transaction should be explored; (ii) negotiate the terms of any potential Transaction; (iii) reject or determine not to pursue a Transaction; (iv) determine initially on behalf of Trean whether any Transaction is advisable, fair to and in the best interests of Trean and its stockholders (or any subset of stockholders that the Special Committee determined appropriate); (v) recommend to the Board what action, if any, should be taken with respect to a Transaction; and (vi) take such other actions as the Special Committee may deem, in its sole judgment and discretion, to be necessary, advisable or appropriate for the Special Committee to discharge its duties, including, without limitation, engaging legal counsel and accounting, financial and other advisors to assist and advise the Special Committee in connection with the foregoing. The Board also resolved not to approve a Transaction without a prior favorable recommendation of the Special Committee.

On September 9, 2022, the Special Committee held a meeting attended by representatives of Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”), to interview Morris Nichols as potential independent legal counsel to the Special Committee. At this meeting, a representative of Morris Nichols referenced the absence of material past or present relationships with Trean or Altaris. After the September 9, 2022, meeting and similar meetings held that same day with other prospective independent legal counsel to the Special Committee, the Special Committee determined to retain Morris Nichols as its independent legal counsel. The Special Committee’s determination was based on Morris Nichols’ experience in advising special committees in similar circumstances, the strength of Morris Nichols’ presentation, and the Special Committee’s determination that Morris Nichols would be independent for purposes of representing it.

From time to time, representatives of Morris Nichols had calls with representatives of each of Bass Berry and Kirkland & Ellis to discuss process considerations relating to the Special Committee’s consideration of a Transaction involving Altaris.

On September 14, 2022, the Special Committee held a meeting attended by representatives of Morris Nichols. The Special Committee appointed Mr. Mayotte as its chairperson. Representatives of Morris Nichols then discussed with the members of the Special Committee their fiduciary duties under Delaware law related to their consideration of a potential Transaction. During this meeting, each member of the Special Committee confirmed that he had no significant connections or affiliations with Altaris or Mr. Tully, other than through his service as a director of Trean. A representative of Morris Nichols also described for the Special Committee certain guidelines that Morris Nichols provided to Ms. Ryan earlier that day with respect to the Special Committee’s review of potential Transactions. Those guidelines included that members of Trean management (including Mr. O’Brien, in his capacity as Executive Chairman) should not share financial projections or forecasts with Altaris or its affiliates, or have any discussions with Altaris regarding their roles with Trean after a potential Transaction with Altaris (assuming one were approved and consummated) or severance or retention arrangements in connection with such a Transaction, in each case unless with the prior express authorization of the Special Committee. The Morris Nichols representative also reported that Ms. Ryan had confirmed that neither Mr. Tully nor Mr. O’Brien would have access to any financial projections that would be prepared by members of Trean management. Given Mr. O’Brien’s role as the founder and former Chief Executive Officer of Trean, and the amount of Trean Common Stock owned by him, the Special Committee determined that he should not be provided access to such projections because he was a potential candidate for rollover discussions with Altaris.

Between September 14, 2022, and September 25, 2022, at the direction of the Special Committee, representatives of Morris Nichols vetted the independence and qualifications of potential financial advisors for the Special Committee and had initial meetings with two such potential financial advisors. One of those potential financial advisors, Houlihan Lokey, had served as a financial advisor to Trean in connection with Altaris’ initial investment in Trean.

On September 26, 2022, the Special Committee held a meeting attended by representatives of Morris Nichols to interview each of the two potential financial advisors, review their qualifications and independence, and discuss their preliminary views on how to evaluate the September Altaris Proposal. The Special Committee determined to reconvene the next day and decide then which financial advisor to engage. Also at this meeting, the Special Committee discussed with representatives of Morris Nichols potential compensation for each member of the Special Committee for his service on the Special Committee. The Special Committee initially proposed a monthly fee of $20,000 for Mr. Mayotte (as chairperson) and $15,000 for Mr. Jones. Following discussion, including at a meeting of the Special Committee held on September 29, 2022, the Board and the Special Committee agreed to utilize a flat fee construct of $80,000 for Mr. Mayotte (as chairperson) and $70,000 for Mr. Jones, rather than a monthly fee construct, which flat fee construct was approved by unanimous written consent of the Board on November 1, 2022.

On September 27, 2022, the Special Committee held a meeting attended by representatives of Morris Nichols. Following discussion, the Special Committee determined to retain Houlihan Lokey as its independent financial advisor. The Special Committee’s determination to retain Houlihan Lokey was based on a number of factors, including Houlihan Lokey’s independence and experience in advising special committees and the strength of its presentation on September 26. The Special Committee also took into account the familiarity and experience with Trean and its industry generally gained by Houlihan Lokey in serving as a financial advisor to Trean in connection with Altaris’ initial investment in Trean, while noting that such representation occurred seven years ago and that it did not believe Houlihan Lokey’s other disclosures with respect to relationships with Altaris constituted relationships that would compromise Houlihan Lokey’s independence.

On October 12, 2022, a representative of Kirkland & Ellis contacted a representative of Morris Nichols and requested that Mr. Tully be granted permission to engage in general discussions about Trean with Mr. O’Brien. Such discussions had not occurred since Altaris submitted the September Altaris Proposal. The representative of Kirkland & Ellis stated that such discussions would not address the terms of a potential Transaction with Altaris.

At the request of the Special Committee, management (excluding Mr. O’Brien) prepared five-year projections for Trean, utilizing a “bottom up” approach by line of business. On October 13, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols, Houlihan Lokey and (in part) management of Trean, to discuss the then-current and in-process draft of such projections. It was observed that the draft projections, which Trean management characterized as contemplating steady, profitable growth through maintaining Trean’s business lines, was consistent with Trean’s existing strategic plan. Management indicated that a more aggressive growth case would require either a more aggressive use of the balance sheet, which would present execution risk and may not be feasible given the minimum reserve requirements of Trean’s subsidiary insurance companies, or an equity capital infusion, which would potentially be dilutive to all stockholders (particularly at Trean’s current stock price), and confirmed that neither of these measures was presently contemplated within Trean’s strategic plan. In that regard, it was noted that capital raised in an August 2022 private offering of $50 million in surplus notes by one of Trean’s insurance subsidiaries was intended by management to increase that subsidiary’s surplus capital, support its financial strength and A.M. Best rating and fund levels of premium growth and increases in retention consistent with its strategic plan and the draft projections, rather than for other corporate purposes such as acquisitions. Representatives of management (excluding Mr. O’Brien) then joined the meeting to discuss further the in-process projections with the Special Committee. After the representatives of management left the meeting, the members of the Special Committee and representatives of Houlihan Lokey discussed the draft projections further, including, among other things: (i) the difficulty of predicting which of Trean’s business lines may grow, in terms of acquiring new programs, particularly in the absence of new capital; and (ii) the possibility that the acquisition of new programs may be offset by poor performance in existing programs. The Special Committee observed that management continued to work toward finalizing the projections and that it would consider the projections further as they approached final form. The participants then discussed the request that Mr. Tully be granted permission to engage in general discussions about Trean with Mr. O’Brien. Following discussion, and taking into account that Mr. O’Brien was not being provided access to the projections being prepared by management, the Special Committee determined that it would be beneficial to permit Messrs. Tully

and O’Brien to engage in general discussions about the business of Trean, provided they agree not to discuss the Special Committee’s process, the September Altaris Proposal, or any potential rollover arrangement for Mr. O’Brien or possible role for Mr. O’Brien with Trean following consummation of any potential Transaction with Altaris. Following the meeting, at the direction of the Special Committee, Messrs. O’Brien and Tully were informed of the Special Committee’s determinations.

On October 24, 2022, the Special Committee held a meeting attended by representatives of Morris Nichols and Houlihan Lokey. Representatives of Houlihan Lokey relayed to the Special Committee an update from Trean management on the continued work by members of Trean management (other than Mr. O’Brien) to finalize the projections discussed with the Special Committee on October 13.

On October 28, 2022, the Special Committee held a meeting attended by representatives of Morris Nichols and Houlihan Lokey. The representatives of Houlihan Lokey provided the Special Committee with certain preliminary observations related to Trean’s business model, recent financial performance (including as compared to performance guidance previously publicly disclosed), and the price performance of the common stock of Trean (including as compared to the price performance of the stock of certain companies identified by Houlihan Lokey as sharing certain business and operating characteristics with Trean). Representatives of Houlihan Lokey then reviewed with the Special Committee the Projections, as identified and defined in the section of this Proxy Statement captioned “Special Factors—Unaudited Prospective Financial Information of Trean,” which had been prepared and provided by members of Trean management (other than Mr. O’Brien) to Houlihan Lokey. Following discussion, the Special Committee determined that the Projections were reasonably prepared and requested that the representatives of Houlihan Lokey review certain preliminary financial analyses with the Special Committee, including selected companies analyses, selected transactions analyses and discounted cash flow analyses, which representatives of Houlihan Lokey proceeded to do. Following this presentation, the Special Committee considered whether to pursue a potential Transaction with Altaris or whether Trean should continue to operate as a stand-alone public enterprise and, if the Special Committee were to pursue a potential Transaction with Altaris, whether the Special Committee should simultaneously pursue alternative potential Transactions with other parties. Following discussion, the Special Committee determined that a potential Transaction with Altaris at a price at or above the price set forth in the September Altaris Proposal would likely maximize value for the Unaffiliated Stockholders, as compared to Trean continuing as a stand-alone enterprise, given, among other things: (i) the execution risk associated with meeting the Projections, particularly in light of the relatively recent changes in senior management; (ii) that senior management does not contemplate making significant strategic acquisitions or pursuing transformational growth opportunities requiring additional capital and is looking for primarily organic growth opportunities; (iii) that, even if the Board determined to pursue such significant strategic acquisitions or transformational growth opportunities, there is no guarantee such acquisitions would be accretive to stockholder value, particularly in light of the potential dilution to all stockholders that might occur in connection with capital raises to fund such acquisitions or transformational growth opportunities; and (iv) the uncertainty around whether Trean would be able to match or outperform its competitors in its business lines. The Special Committee also determined that a sale of Trean to a party other than Altaris would not be practicable, given, among other factors, the amount of Trean Common Stock owned by Altaris and Altaris’ statement that, in its capacity as a stockholder, it had no interest in selling control of Trean to a third party. Having made those determinations, the Special Committee next discussed potential strategies to obtain a price from Altaris in excess of the $6.00 per share of Trean Common Stock reflected in the September Altaris Proposal, including whether to provide Altaris a specific counterproposal, or ask Altaris for a revised offer (without a counterproposal provided by the Special Committee). The Special Committee determined to reconvene with its advisors prior to making a final determination. The closing price of Trean Common Stock on October 28, 2022 was $3.52, or approximately 19% less than the $4.34 closing price of Trean Common Stock on September 1, 2022, the date prior to which Altaris submitted the September Altaris Proposal.

On October 30, 2022, the Special Committee held a meeting with representatives of Morris Nichols. A Morris Nichols representative reviewed the fiduciary duties of the members of the Special Committee in considering a potential Transaction. The members of the Special Committee observed that Trean’s third quarter financial results were scheduled to be announced in early November and, if either such results or the near-term outlook were lower than the guidance provided in the Second Quarter Earnings Release, the Special Committee’s negotiating leverage with Altaris may be negatively impacted (including due to a potential decline in Trean’s stock price). Representatives of Houlihan Lokey then joined the meeting and a discussion ensued regarding the September Altaris Proposal and a proposed response. As part of this discussion, the Special Committee and its advisors

considered various matters, including the preliminary financial analyses previously provided by Houlihan Lokey as well as pricing statistics in certain prior take-private transactions discussed at this meeting, such as premiums paid relative to the unaffected stock price and relative to the initial take-private proposal. With respect to the latter consideration, Houlihan Lokey and the Special Committee discussed that the premium implied by the September Altaris Proposal relative to Trean’s current stock price was materially higher than the mean and median premiums observed in the other take-private transactions discussed at this meeting. Following discussion, the Special Committee determined to return to Altaris with a specific counterproposal, taking into account, among other things, the preliminary financial analyses previously provided by Houlihan Lokey and the information discussed regarding other-take private transactions. Given the Special Committee’s prior determination that pursuing a Transaction with Altaris at a price at or above the price set forth in the September Altaris Proposal would likely be more beneficial to the Unaffiliated Stockholders than continuing to operate Trean as a stand-alone enterprise, the Special Committee determined that its initial counterproposal should leave room to negotiate downward from the counterproposal to a final price, but that the counterproposal should not be so high as to cause Altaris to reconsider its offer, particularly in light of the declining price of Trean Common Stock since the date of the September Altaris Proposal. The Special Committee observed that the September Altaris Proposal represented an attractive premium to the current price of Trean Common Stock, and the Special Committee expressed a belief that the price of Trean Common Stock likely would not return to a $6.00 per share level in the near term absent a potential Transaction with Altaris. Following discussion, the Special Committee directed Houlihan Lokey to convey to Altaris a counterproposal of $6.50 per share of Trean Common Stock, and Houlihan Lokey did so on October 30, 2022.

On October 31, 2022, a representative of Altaris called representatives of Houlihan Lokey and communicated a counterproposal of $6.125 per share of Trean Common Stock. During this call, the representative of Altaris stated that Altaris was unwilling to pay an amount exceeding $6.25 per share of Trean Common Stock inclusive of transaction fees, and its counterproposal of $6.125 per share of Trean Common Stock anticipated that the proposed per-share price, when combined with transaction fees, would reach that amount.

Later on October 31, 2022, the Special Committee held a meeting attended by representatives of Morris Nichols and Houlihan Lokey. A Houlihan Lokey representative summarized for the Special Committee such representative’s conversation with the representative of Altaris, and expressed the belief that it was unlikely that the Special Committee would obtain a significant increase above Altaris’ counterproposal of $6.125 per share of Trean Common Stock. The Special Committee again determined that it was unlikely that Trean Common Stock would reach the September Altaris Proposal price of $6.00 per share in the foreseeable future absent a potential Transaction with Altaris, and the Special Committee determined it would be desirable to reach agreement in principle on a potential purchase price quickly, particularly in light of the generally declining price of Trean’s Common Stock and the Special Committee’s concerns about Trean’s impending announcement of its third quarter financial results and updated outlook. Following discussion, the Special Committee instructed Houlihan Lokey to return to Altaris with a counterproposal of $6.15 per share of Trean Common Stock.

Shortly following this meeting, as directed by the Special Committee, a representative of Houlihan Lokey conveyed the counterproposal of $6.15 per share of Trean Common Stock. Later that day, a representative of Altaris called a representative of Houlihan Lokey and stated that Altaris would proceed with diligence and to negotiate definitive documentation based on the Special Committee’s proposed price of $6.15 per share of Trean Common Stock. Altaris subsequently delivered to the Board a revised offer letter dated October 31, 2022, reflecting the proposed price of $6.15 per share of Trean Common Stock (the “October Altaris Proposal”). The letter stated that the October Altaris Proposal represented a premium of 67.6% based on that day’s closing price for Trean Common Stock (which was $3.67) and an 80.1% premium based on the 30-day volume-weighted average price per share of Trean Common Stock of $3.42 as of October 31, 2022. The letter further stated that, like the September Altaris Proposal, Altaris would not move forward with the October Altaris Proposal unless it was approved by the Special Committee, and the October Altaris Proposal would be subject to a non-waivable condition requiring approval of Trean stockholders representing a majority of the aggregate voting power of the shares of Trean Common Stock not beneficially owned by Altaris. The letter reaffirmed that there would be no financing condition in the proposed transaction and did not specifically contemplate any third-party debt financing of the proposed transaction. Altaris also reiterated that, in its capacity as a stockholder, it had no interest in selling control of Trean to a third party, and that it would, at the appropriate time and with prior Board consent, seek to discuss the possibility of certain stockholders (as before, not specified in the October Altaris Proposal) rolling over their shares of Trean Common Stock in the proposed transaction.

On November 1, 2022, the Special Committee held a meeting attended by representatives of Morris Nichols. The attendees discussed a proposed timeline for Altaris to conduct its legal and business due diligence.

During the period between November 1, 2022, and December 15, 2022, members of Trean management (excluding Mr. O’Brien), and representatives of Morris Nichols, Bass Berry, Kirkland & Ellis and Altaris, had various calls regarding confirmatory due diligence and drafting of the Merger Agreement, Voting and Support Agreement, Equity Commitment Letter and Limited Guarantee.

On November 2, 2022, Morris Nichols sent to Kirkland & Ellis a form of confidentiality agreement. Between November 2, 2022, and November 7, 2022, representatives of Morris Nichols, Bass Berry and Kirkland & Ellis negotiated the terms of the confidentiality agreement, which was executed as of November 8, 2022 (the “Confidentiality Agreement”). Among other things, the Confidentiality Agreement prohibits Altaris from initiating contact with Trean stockholders about the potential Transaction or with any officer of Trean relating to the employment of such officer following the effective time of any potential Transaction, any contribution or rollover arrangement with respect to any portion of such officer’s equity in Trean, or such officer’s equity ownership in the surviving company or its affiliates following the effective time of any potential Transaction, in each case without the prior consent of the Special Committee. Following execution of the Confidentiality Agreement, on November 10, 2022, a virtual data room was made available to Altaris and its representatives.

After market close on November 2, 2022, Trean issued its earnings release for the third quarter of 2023 (the “Third Quarter Earnings Release”). In the Third Quarter Earnings Release, Trean reported gross written premiums of $162.2 million, as compared to guidance of between $150 million and $160 million in the Second Quarter Earnings Release and adjusted net income of $5.5 million as compared to guidance of between $4.3 million and $5.3 million in the Second Quarter Earnings Release. Trean also updated its full-year 2022 guidance for, among other things: (i) gross written premiums to between $620 million and $630 million (as compared to between $615 million and $630 million in the Second Quarter Earnings Release); (ii) net earned premiums to between $263 million and $268 million (compared to between $255 million and $265 million in the Second Quarter Earnings Release); and (iii) total revenue to between $278 million and $283 million (as compared to between $268 million and $278 million in the Second Quarter Earnings Release). Trean also reaffirmed full-year 2022 expense ratio guidance of 32% to 33%. With respect to loss ratio performance, Trean reported a year-to-date loss ratio of 62.4%, up slightly from 61.5% at the end of 1H 2022, and provided guidance that its 4Q 2022 loss ratio would be consistent with its loss ratio in 3Q 2022. The closing price of Trean Common Stock on November 3, 2022, the trading day after the Third Quarter Earnings Release, was $2.93, down approximately 10% from the $3.26 closing price the prior trading day.

Following the issuance of the Third Quarter Earnings Release (and at various times thereafter), members of management (other than Mr. O’Brien) considered whether any updates to the Projections should be made in light of Trean’s updated results. Following discussion, the members of management informed Houlihan Lokey, who in turn informed the Special Committee, that management was not aware of any developments that would cause management to recommend changes to the Projections, and that the Projections continued to represent management’s best reasonable and good faith estimates and judgments as to the long-term future financial results and condition of Trean.

On November 3, 2022, a representative of Kirkland & Ellis contacted representatives of Morris Nichols to request that, in light of the parties’ agreement in principle on price, Altaris be permitted to engage in discussions regarding potential rollover arrangements with Mr. O’Brien, Steven Lee (another member of the Board and a former Senior Vice President of Trean) and members of senior Trean management who had not yet been identified by Altaris, including for purposes of Section 203 of the Delaware General Corporation Law, the Delaware antitakeover statute (“Section 203”).

On November 7, 2022, the Special Committee held a meeting attended by representatives of Morris Nichols and Houlihan Lokey. The Special Committee discussed the request made on behalf of Altaris on November 3, 2022. After discussion, the Special Committee determined that permitting such discussions between Altaris, on the one hand, and Messrs. O’Brien and Lee, on the other, was unlikely to result in a renegotiation of the October Altaris Proposal, and may be beneficial to the extent Altaris viewed such a rollover as financing a portion of the purchase price. Accordingly, the Special Committee determined to permit such discussions with Messrs. O’Brien and Lee. The Special Committee determined not to permit Altaris to conduct such discussions with other senior members of Trean management at that time, given that Altaris was just beginning to perform its confirmatory

diligence and that such members of management would be intimately involved with that process. The Special Committee further determined that, prior to formally providing such consent, it would seek confirmation from the Board that the Special Committee’s authority included providing such consents for purposes of Section 203, which the Board provided on November 29, 2022. Altaris subsequently determined to pursue presigning rollover discussions only with Mr. O’Brien, and the Special Committee formally provided its consent to those discussions (including for purposes of Section 203) later in the day on November 29, 2022.

On November 22, 2022, the Special Committee held a meeting attended by Ms. Ryan and representatives of Morris Nichols, Houlihan Lokey and Bass Berry. A Houlihan Lokey representative reported on the status of Altaris’ confirmatory diligence. The Special Committee considered the key terms of a draft of the Merger Agreement, including those relating to Trean’s ability to respond to inquiries regarding potential alternative Transactions and the Board’s and Special Committee’s ability to change its recommendation that Trean’s stockholders vote to adopt the Merger Agreement in certain situations, as well as provisions regarding deal certainty. It was observed that this draft of the Merger Agreement did not include a proposal for the treatment of Trean equity awards. With respect to deal certainty, it was observed that the draft Merger Agreement contemplated Trean being able to seek specific performance of Altaris’ obligations to close the Transaction and pay the cash consideration (including through Trean being a third party beneficiary of the Equity Commitment Letter). In addition, following discussion, the Special Committee determined to propose the following with respect to remedies other than specific performance: (i) a termination fee equal to 2% of the total equity value of Trean (“Total Equity Value”), payable to Altaris by Trean in certain circumstances, including if the Merger Agreement were terminated by Trean to pursue a superior proposal, and (ii) if specific performance were not either sought or obtained by Trean, a limitation on damages payable to Trean by Altaris of up to 100% of the total equity commitment that Altaris would need to provide to consummate the merger and pay all applicable transaction expenses (the “Equity Commitment Amount”) for Altaris’ willful and material breach of, or intentional fraud in connection with, the Merger Agreement, and a limitation on damages payable to Trean by Altaris of up to 12% of the Equity Commitment Amount for any other breach of the Merger Agreement. After all participants other than the Special Committee members and representatives of Morris Nichols left the meeting, the Special Committee determined to direct Bass Berry to send a draft Merger Agreement to Kirkland & Ellis containing the terms discussed at this meeting.

On November 25, 2022, as directed by the Special Committee, Bass Berry sent a draft of the Merger Agreement to Kirkland & Ellis.

On December 1, 2022, the Special Committee held a meeting attended by Ms. Ryan and representatives of Morris Nichols and Bass Berry to consider the treatment of outstanding equity awards of Trean in connection with the potential Transaction. The Special Committee approved a proposal for the acceleration and vesting of Company Options, Company RSUs and Company MSUs and a proposal for pay-outs in respect of Company PSUs that would be based on projected future performance of Trean (as reflected in the Projections) and proration of payouts to reflect that the entire performance periods would not have elapsed by the effective date of the Merger. Noting that the $6.15 per share of Trean Common Stock purchase price in the October Altaris Proposal had been agreed (subject to negotiation and approval of definitive documents) and the low likelihood that such discussions would reopen purchase price negotiations, the Special Committee also approved (including for purposes of Section 203) of Trean management discussing with Altaris the proposed treatment for Trean equity awards, including any potential revisions to such proposed treatment, provided that the final treatment of such awards would be approved by the Special Committee. As directed by the Special Committee, Bass Berry communicated the proposals discussed at this meeting to Kirkland & Ellis following this meeting, and the treatment of outstanding equity awards reflected in the final Merger Agreement substantially conformed to this proposal.

On December 5, 2022, Kirkland & Ellis sent a revised draft of the Merger Agreement to Bass Berry and Morris Nichols. Among other things, this draft of the Merger Agreement proposed (i) a termination fee equal to 3% of the Total Equity Value that would be payable by Trean under certain circumstances, including if Trean terminated the Merger Agreement for a superior proposal; and (ii) if specific performance were not either sought or obtained by Trean, a limitation on damages payable to Trean by Altaris of up to 7% of the Equity Commitment Amount for Altaris’ willful and material breach of, or intentional fraud in connection with, the Merger Agreement, but no damages to be payable to Trean for any other breach of the Merger Agreement.

On December 9, 2022, the Special Committee held a meeting attended by Ms. Ryan and representatives of Morris Nichols, Houlihan Lokey and Bass Berry. The Special Committee reviewed with these attendees the key

terms from the draft of the Merger Agreement sent by Kirkland & Ellis and proposed responses. Among other things, the Special Committee determined to (i) accept Altaris’ proposed termination fee amount in the event Trean terminated the Merger Agreement for a superior proposal; and (ii) propose that, if specific performance were not either sought or obtained by Trean, (y) damages would only be payable by Altaris in the event of Altaris’ willful and material breach or intentional fraud and would be limited to 12% of the Equity Commitment Amount and (z) Altaris would agree in the Voting and Support Agreement that the Special Committee would have the ability to declare a dividend, up to the amount of damages obtained from Altaris pursuant to the Merger Agreement, to Trean stockholders and that Altaris and transferees of its shares of Trean Common Stock would waive their entitlement to such a dividend (the “Dividend Waiver Provision”).

On December 11, 2022, as directed by the Special Committee, Bass Berry sent a revised draft of the Merger Agreement and an initial draft of the Voting and Support Agreement to Kirkland & Ellis reflecting the terms discussed at the December 9 meeting of the Special Committee.

On December 13, 2022, Kirkland & Ellis sent a revised draft of the Voting and Support Agreement to Bass Berry and Morris Nichols. Among other things, this draft deleted the Dividend Waiver Provision.

On December 14, 2022, Kirkland & Ellis sent a revised draft of the Merger Agreement to Bass Berry and Morris Nichols. Among other things, this draft included provisions that, if specific performance were not either sought or obtained by Trean, there would be a limitation on damages payable to Trean by Altaris of up to 6% of the Total Equity Value for Altaris’ willful and material breach of, or intentional fraud in connection with, the Merger Agreement and no damages payable to Trean by Altaris for any other breach of the Merger Agreement.

Also on December 14, 2022, Mr. Tully contacted Mr. Mayotte and informed Mr. Mayotte that Mr. Tully had recently been contacted by a representative from an investment banking firm noting that its client was interested in evaluating potential transactions in the insurance company space. On December 15, 2022, a representative of Houlihan Lokey contacted Mr. Tully to discuss the conversation Mr. Tully had with the representatives of such investment banking firm. Mr. Tully confirmed to the representative of Houlihan Lokey that the investment bank had not identified the client it had referenced, that no specific proposal or indication of interest regarding Altaris’ investment position in Trean had been made in the conversation, and that neither Mr. Tully nor Altaris intended to engage in further discussions with the investment banking firm regarding the outreach.

On December 14, 2022 and December 15, 2022, representatives of Morris Nichols, Bass Berry and Kirkland & Ellis finalized the terms of the Merger Agreement, the Voting and Support Agreement, the Equity Commitment Letter and the Limited Guarantee. During this time, representatives of Morris Nichols consulted with each of the members of the Special Committee regarding Altaris’ proposed revisions to the remedies provisions of the Merger Agreement and the Voting and Support Agreement (including the limitations on damages payable by Altaris and the elimination of the Dividend Waiver Provision), and each member of the Special Committee agreed to these provisions.

Later on December 15, 2022, the Board, other than Mr. Tully, held a meeting attended by members of Trean management and representatives of Bass Berry, Morris Nichols and Houlihan Lokey. Representatives of Morris Nichols reviewed the fiduciary duties of the directors under Delaware law and described the Special Committee’s process to date. Representatives of Bass Berry reviewed and discussed the terms of the Merger Agreement, Voting and Support Agreement, Equity Commitment Letter and Limited Guarantee. The Board then recessed its meeting.

During the recess, the Special Committee held a meeting attended by representatives of Morris Nichols and Houlihan Lokey. The meeting began with a summary of the conversations Mr. Mayotte and a representative of Houlihan Lokey each had with Mr. Tully over the preceding days. A representative of Houlihan Lokey reported to the Special Committee Houlihan Lokey’s view, in light of the nature of the outreach and lack of any specific proposal from the investment banking firm to Mr. Tully, that the investment bank was making a generic inbound call on behalf of an unidentified party to Mr. Tully, as a business person in the insurance space, and that the call did not appear to be a tailored inquiry to explore a potential business combination with Trean. The Special Committee determined, based on the preliminary and general nature of this outreach, its views of the benefits of the October Altaris Proposal to the Unaffiliated Stockholders, and the status of negotiations regarding the October Altaris Proposal, that no further action was warranted regarding this outreach. The representatives of Houlihan Lokey then reviewed certain materials containing updated financial analyses provided to the members of the Special Committee prior to this meeting. The Special Committee discussed management’s confirmation that the Projections continued to reflect management’s best currently available estimates and judgments as to the

future financial results and condition of Trean and observed that Houlihan Lokey would assume so for purposes of its opinion. Following discussion, Houlihan Lokey orally delivered its opinion (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated December 15, 2022) that, subject to various assumptions and limitations discussed with the Special Committee at this meeting, the Transaction Consideration to be received by the Unaffiliated Stockholders pursuant to the Merger Agreement was fair to such stockholders from a financial point of view. The Special Committee then unanimously adopted resolutions: (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Unaffiliated Stockholders and substantively and procedurally fair to the “unaffiliated security holders” (as defined in Rule 13e-3 of the Exchange Act); (ii) determining that it is in the best interests of the Unaffiliated Stockholders and declaring it advisable to enter into the Merger Agreement; and (iii) recommending that the Board approve and authorize the Merger Agreement, the Equity Commitment Letter, the Voting and Support Agreement and the Merger and recommend that the stockholders of Trean vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger. Acting in response to a request made by Altaris prior to this meeting, the Special Committee approved, for purposes of Section 203, of Altaris engaging in discussions with Trean stockholders regarding certain potential rollover arrangements, and granted its consent pursuant to the Confidentiality Agreement to permit Altaris to engage in rollover discussions with Mr. Lee.

The meeting of the Board then was reconvened. A representative of Morris Nichols informed the Board of the resolutions that the Special Committee had adopted, and that Houlihan Lokey had delivered its oral opinion to the Special Committee that, subject to the various assumptions and limitations discussed with the Special Committee at its meeting, the Transaction Consideration to be received by the Unaffiliated Stockholders pursuant to the Merger Agreement was fair to such stockholders from a financial point of view. The Board (other than Mr. Tully) then unanimously adopted resolutions approving and authorizing the Merger Agreement, the Equity Commitment Letter, the Voting and Support Agreement and the Merger, and recommending that the stockholders of Trean vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

Following the meeting, the relevant parties executed the Merger Agreement, the Equity Commitment Letter, the Voting and Support Agreement and the Limited Guarantee.

On December 16, 2022, Trean issued a press release confirming that it had entered into the Merger Agreement. On December 19, 2022, Trean filed a current report on Form 8-K announcing the execution of the Merger Agreement.

The Board (which, for purposes of this section of this Proxy Statement entitled “Special Factors—Recommendation of the Special Committee; Reasons for the Merger” and the section of this Proxy Statement entitled “Special Factors—Approval and Recommendations of the Board; Trean’s Position as to the Fairness of the Merger to Trean’s Unaffiliated Security Holders” means the Board, without the participation of Mr. Tully, who recused himself due to his affiliation with Altaris) formed the Special Committee, consisting of two of Trean’s non-management independent directors who are independent of, and not affiliated with, Altaris and its affiliates, to, among other things, review, negotiate and evaluate a Transaction with Altaris and strategic alternatives thereto, including maintaining the status quo.

After careful consideration, the Special Committee unanimously: (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, Trean and the Unaffiliated Stockholders and substantively and procedurally fair to the “unaffiliated security holders” (as defined in Rule 13e-3 of the Exchange Act); (ii) determined that it is advisable and in the best interests of Trean and the Unaffiliated Stockholders to enter into, and approve, adopt and declare advisable, the Merger Agreement; and (iii) recommended that the Board (1) determine that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, Trean and its stockholders (including the Unaffiliated Stockholders), (2) determine that it is in the best interests of Trean and its stockholders (including the Unaffiliated Stockholders) to enter into, and approve, adopt and declare advisable, the Merger Agreement, (3) approve the execution and delivery by Trean of the Merger Agreement, the performance by Trean of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (4) direct that the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, be submitted to the stockholders of Trean, and (5) recommend that the stockholders of Trean

vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, at any meeting of the stockholders held for such purpose and any adjournment or postponement thereof.

In evaluating the Merger, the Special Committee consulted with independent legal and financial advisors and members of management (other than Mr. O’Brien), and the Special Committee considered a number of factors, including the following factors that it believed generally weighed in favor of the Merger (which are not necessarily listed in order of importance):

In the course of its deliberations, the Special Committee also considered a variety of uncertainties, risks and potentially negative factors, including:

The Special Committee also considered the following factors relating to the procedural safeguards that the Special Committee believes were and are present with respect to the fairness of the Merger, which the Special Committee believes support its decision and provide assurance as to the procedural fairness of the Merger to the Unaffiliated Stockholders:

After taking into account all of the factors set forth above, as well as others, the Special Committee concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (a) advisable, fair to, and in the best interests of the Unaffiliated Stockholders and (b) substantively and procedurally fair to the “unaffiliated security holders” (as defined in Rule 13e-3 under the Exchange Act).

This discussion of the information and factors considered by the Special Committee includes the material positive and negative factors considered by the Special Committee, but it is not intended to be exhaustive and may not include all the factors considered by the Special Committee. The Special Committee did not quantify or assign any specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and the transactions contemplated thereby. Rather, the Special Committee viewed its position and recommendation as being based on the totality of the information presented to, and factors considered by, it. In addition, individual members of the Special Committee may have given differing weights to different factors. The explanation of the reasoning of the Special Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this Proxy Statement entitled “Cautionary Statement Concerning Forward-Looking Statements.”

Following the receipt of the unanimous recommendation of the Special Committee discussed above, and acting in accordance with the unanimous recommendation of the Special Committee, the Board (other than the Recused Director) unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, Trean and its stockholders (including the Unaffiliated Stockholders), (ii) determined that it is in the best interests of Trean and its stockholders (including the Unaffiliated Stockholders) to enter into, and approved, adopted and declared advisable, the Merger Agreement, (iii) approved the execution and delivery by Trean of the Merger Agreement, the performance by Trean of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (iv) directed that the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, including the Merger, be submitted to the stockholders of Trean, and (v) resolved to recommend that the stockholders of Trean vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, at any meeting of the Trean stockholders held for such purpose and any adjournment or postponement thereof. In determining that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, Trean and its stockholders (including the Unaffiliated Stockholders), and making its other determinations and recommendations, the Board considered a number of factors, including (1) the unanimous determination and recommendation of the Special Committee, and (2) the factors considered by the Special Committee, including the factors described above, under “Special Factors—Recommendation of the Special Committee; Reasons for the Merger.”

In addition, under the SEC rules governing “going private” transactions, Trean is engaged in a “going private” transaction and, therefore, is required to express its position as to the fairness of the Merger to Trean’s “unaffiliated security holders” (as defined under Rule 13e-3 under the Exchange Act). The Board, on behalf of Trean, is making the following statements solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. On behalf of Trean, on the basis of a number of factors, including (i) the unanimous determination and recommendation of the Special Committee, and (ii) the factors considered by the Special Committee, including the factors described above, under “Special Factors—Recommendation of the Special Committee; Reasons for the Merger,” the Board believes that the Merger (which is the Rule 13e-3 transaction for which a Transaction Statement on Schedule 13e-3 (the “Schedule 13E-3”) is being filed with the SEC) is both procedurally and substantively fair to Trean’s “unaffiliated security holders” (as defined in Rule 13e-3 under the Exchange Act). The Board did not retain an unaffiliated representative to act solely on behalf of Trean’s unaffiliated security holders for purposes of negotiating the terms of the Merger Agreement. However, the Board expressly adopted the analysis of the Special Committee (which was advised by Houlihan Lokey), among other factors considered, in the course of reaching its determination and recommendations.

Other than its review and adoption of the analysis of the Special Committee, the Board did not conduct a going-concern valuation of Trean in evaluating the Merger because of its belief that the financial analyses presented by Houlihan Lokey to the Special Committee, as more fully described below, under “Special Factors—Opinion of the Special Committee’s Financial Advisor,” represented potential valuations of Trean as it continues to operate its business as a going concern, which analyses the Board is not entitled to rely upon. The Board did not consider Trean’s current net book value on a stand-alone basis for purposes of reaching its determination and recommendations, because, in the Board’s view, Trean’s current net book value is primarily an indicator of historical costs and does not

take into account Trean’s future prospects, market conditions and industry trends that may affect the future results of Trean’s business operated as a going concern. In the course of reaching its determination and recommendations, the Board did not consider the liquidation value of Trean because it considered Trean to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology.

The foregoing discussion is not intended to be exhaustive, but is intended to address the material information and principal factors considered by the Board in considering the Merger. In view of the various factors and information considered, the Board did not find it practicable to, and did not, make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was determinative of its ultimate determination, and individual members of the Board may have given different weights to different factors. The Board made its recommendation based on the totality of information presented to the Board. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

The Board, by a unanimous vote of the directors (other than the Recused Director), recommends that you vote (i) “FOR” the Merger Agreement Proposal and (ii) “FOR” the Adjournment Proposal.

Under the SEC rules governing “going-private” transactions, each of the Altaris Filing Parties is an affiliate of Trean and, therefore, required to express their beliefs as to the fairness of the Merger to Trean’s “unaffiliated security holders” (as defined under Rule 13e-3 under the Exchange Act). The Altaris Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Altaris Filing Parties as to the fairness of the Merger should not be construed as a recommendation to any Trean stockholder as to how that stockholder should vote on the Merger Agreement Proposal. The Altaris Filing Parties have interests in the Merger that are different from, and in addition to, Trean’s unaffiliated security holders.

The Altaris Filing Parties did not participate in the deliberation of the Special Committee or the Board regarding, nor receive advice from the respective legal or other advisors of the Special Committee or the Board as to, the fairness of the Merger. While Daniel G. Tully, Co-Founder and Managing Director of Altaris, is a member of the Board, as discussed in the section of this Proxy Statement entitled “Special Factors—Background of the Merger,” such Recused Director abstained from participating in the deliberations or voting on the approval of the Merger Agreement. The Altaris Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to Trean’s unaffiliated security holders. Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Board and the Special Committee discussed in the section of this Proxy Statement entitled “Special Factors—Recommendation of the Special Committee; Reasons for the Merger” and the section of this Proxy Statement entitled “Special Factors—Approval and Recommendations of the Board; Trean’s Position as to the Fairness of the Merger to Trean’s Unaffiliated Security Holders” (which analysis and resulting conclusions the Altaris Filing Parties adopt), the Altaris Filing Parties believe that the Merger is substantively fair to Trean’s unaffiliated security holders. In particular, the Altaris Filing Parties considered the following:

The Altaris Filing Parties further believe that the Merger is procedurally fair to Trean’s unaffiliated security holders based upon, among other things, the following factors:

The Altaris Filing Parties also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The foregoing discussion of the information and factors considered and given weight by the Altaris Filing Parties in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Altaris Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Altaris Filing Parties reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The Altaris Filing Parties believe these factors provide a reasonable basis upon

which to form their position regarding the fairness of the Merger to Trean’s “unaffiliated security holders” (as defined under Rule 13e-3 under the Exchange Act). This position should not, however, be construed as a recommendation to any Trean stockholder to approve the Merger Agreement Proposal. The Altaris Filing Parties make no recommendation as to how Trean stockholders should vote their shares relating to the Merger. The Altaris Filing Parties attempted to negotiate the terms of a transaction that would be most favorable to them, and not to Trean’s unaffiliated security holders, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such stockholders.

Based on the Altaris Filing Parties’ knowledge and analysis of available information regarding Trean, the Special Committee and the Board, as well as discussions with members of Trean’s senior management regarding Trean and its business and the factors considered by, and findings of, the Special Committee and the Board discussed in the section of this Proxy Statement entitled “Special Factors—Recommendation of the Special Committee; Reasons for the Merger” and the section of this Proxy Statement entitled “Special Factors—Approval and Recommendations of the Board; Trean’s Position as to the Fairness of the Merger to Trean’s Unaffiliated Security Holders,” the Altaris Filing Parties believe that the Merger is fair to Trean’s “unaffiliated security holders” (as defined under Rule 13e-3 under the Exchange Act).

On December 15, 2022, Houlihan Lokey verbally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated December 15, 2022), to the effect that the Transaction Consideration to be received by the Unaffiliated Stockholders in the Merger pursuant to the Merger Agreement is fair to such stockholders from a financial point of view.

Houlihan Lokey’s opinion was directed to the Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the Unaffiliated Stockholders of the Transaction Consideration to be received by such stockholders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this Proxy Statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this Proxy Statement and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this Proxy Statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Board, any security holder of Trean or any other person as to how to act or vote with respect to any matter relating to the Merger.

In arriving at its opinion, Houlihan Lokey, among other things:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, the management of Trean advised Houlihan Lokey, and Houlihan Lokey assumed at the direction of the Special Committee, that the Projections reviewed by Houlihan Lokey were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of Trean as to the future financial results and condition of Trean and the other matters covered thereby, and Houlihan Lokey expressed no opinion with respect to such projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Trean since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein are true and correct, (b) each party to the Merger Agreement and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger will be satisfied without waiver thereof, and (d) the Merger will be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger will be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (ii) all governmental, regulatory and other consents and approvals necessary for the consummation of the Merger will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have an effect on the Merger that would be material to its analyses or opinion.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any physical inspection, independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Trean or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Trean is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Trean is or may be a party or is or may be subject.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, business or operations of Trean or any other party, or any alternatives to the Merger, (b) identify or introduce to the Special Committee or Trean, or screen for creditworthiness, any prospective investors, lenders or other participants in the Merger or any other transaction, or (c) coordinate or facilitate due diligence efforts by third parties, other than such efforts by Parent and its affiliates. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, December 15, 2022. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after December 15, 2022.

The opinion was furnished for the use of the Special Committee (in its capacity as such) in connection with its evaluation of the Merger. The opinion was not intended to be, and does not constitute, a recommendation to the Special Committee, the Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

Houlihan Lokey was not requested to opine as to, and the opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Special Committee, the Board, Trean, its security holders or any other party to proceed with or effect the Merger; (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Transaction Consideration to the extent expressly specified in Houlihan Lokey’s opinion); (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of Trean, or to any other party, except if and only to the extent expressly set forth in the last sentence of the opinion; (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available for Trean or any other party; (v) the fairness of any portion or aspect of the Merger to any one class or group of Trean’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Trean’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents); (vi) whether or not Trean, its security holders or any other party is receiving or paying reasonably equivalent value in the Merger; (vii) the solvency, creditworthiness or fair value of Trean or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters; or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Transaction Consideration or otherwise. Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. It was assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Special Committee, on the assessments by the Special Committee, the Board, Trean and their respective advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to Trean and the Merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to Trean or the Merger and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. The estimates contained in the Projections and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Trean. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Special Committee in evaluating the Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Transaction Consideration or of the views of the Special Committee with respect to the Merger or the Transaction Consideration. Under the terms of its engagement by the Special Committee, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the Merger or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Special Committee, the Board, Trean, Parent, Merger Sub, any security holder or creditor of Trean, Parent or Merger Sub, or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of Transaction Consideration payable in the Merger were determined through negotiation between the Special Committee and Altaris, and the decision to enter into the Merger Agreement was solely that of the Special Committee and, following the recommendation of the Special Committee, the Board.

In preparing its opinion to the Special Committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses are readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Special Committee on December 15, 2022. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:

Unless the context indicates otherwise, equity market values used in the selected companies analysis described below were calculated using the closing price of the common stock of the selected companies listed below as of December 13, 2022, and transaction value, for the selected transactions analysis described below, refers to an implied equity value of a target company, based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial performance of Trean relied upon for the financial analyses described below were based on the Projections. The estimates of the future financial performance of the selected companies listed below were based on certain publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain data for selected companies, with publicly traded equity securities, that Houlihan Lokey deemed relevant.

The financial data reviewed included:

The selected companies included the following workers’ compensation insurers and specialty insurers:

Workers’ Compensation Insurers:

Specialty Insurers:

Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 11.0x to 16.0x CY 2022E adjusted net income, 9.0x to 14.0x CY 2023E adjusted net income, and 0.45x to 0.85x MRQ book value (excluding AOCI) to corresponding financial data for Trean. With respect to the selected companies analysis, representatives of Houlihan Lokey noted that the multiples to MRQ book value (excluding AOCI) and adjusted net income it selected for Trean were lower than the mean and median of such multiples implied by the stock prices of the selected companies that Houlihan Lokey had identified based on shared business and operating characteristics, given, among other factors, Trean’s lower return on equity as compared to most of those other companies. Other factors that were considered included, but were not limited to, other profitability metrics, earnings growth, volatility, size and financial strength. The selected companies analysis indicated implied per share value reference ranges of $4.89 to $7.11 per share of Trean Common Stock based on the selected range of multiples of CY 2022E adjusted net income, $4.69 to $7.30 per share of Trean Common Stock based on the selected range of multiples of CY 2023E adjusted net income, and $3.88 to $7.32 per share of Trean Common Stock based on the selected range of multiples of MRQ book value (excluding AOCI), as compared to the proposed Transaction Consideration of $6.15 per share of Trean Common Stock.

Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant.

The financial data reviewed included transaction value as a multiple of book value (excluding AOCI) for the most recently completed quarterly fiscal period for which financial information had been made public.

The selected transactions included the following:

Taking into account the results of the selected transactions analysis, Houlihan Lokey applied selected multiple ranges of 0.50x to 0.90x MRQ book value (excluding AOCI) to corresponding financial data for Trean. With respect to the selected transactions analysis, representatives of Houlihan Lokey noted that the multiples to MRQ book value (excluding AOCI) it selected for Trean were lower than the mean and median of such multiples implied by the multiples of the selected transactions that Houlihan Lokey had identified. Factors considered in the selection of multiples, among others, were size and profitability metrics of Trean as compared to targets in

the selected transactions as well as situational observations related to the selected transactions. The selected transactions analysis indicated implied per share value reference ranges of $4.31 to $7.75 per share of Trean Common Stock based on the selected range of multiples of MRQ book value (excluding AOCI), as compared to the proposed Transaction Consideration of $6.15 per share of Trean Common Stock.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of Trean based on the Projections. Because the Projections did not contemplate any distributions over the projection period, there was no estimated net present value assigned to the projected cash flows of Trean. Houlihan Lokey calculated terminal values for Trean by applying a range of terminal book value multiples of 0.85x to 1.25x to Trean’s calendar year 2027 estimated year-end book value (excluding AOCI). The present values of Trean’s projected future cash flows and terminal values were then calculated using discount rates ranging from 13% to 15% based on the capital asset pricing model, taking into account the trading performance of the selected companies and Trean. The discounted cash flow analysis indicated an implied per share value reference range of $4.97 to $7.98 per share of Trean Common Stock, as compared to the proposed Transaction Consideration of $6.15 per share of Trean Common Stock.

reference ranges of $5.43 to $8.14 per share of Trean Common Stock based on the selected range of multiples of MRQ tangible book value (excluding AOCI), as compared to the proposed Transaction Consideration of $6.15 per share of Trean Common Stock.

The illustrative selected transactions analysis indicated the following:

Illustrative Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of Trean based on the Projections. Because the Projections did not contemplate any distributions over the projection period, there was no estimated net present value assigned to the projected cash flows of Trean. Houlihan Lokey calculated terminal values for Trean by applying a range of terminal tangible book value multiples of 1.25x to 1.85x to Trean’s calendar year 2027 estimated year-end tangible book value (excluding AOCI). The present values of Trean’s projected future cash flows and terminal values were then calculated using discount rates ranging from 13% to 15%. The discounted cash flow analysis indicated an implied per share value reference range of $5.16 to $8.34 per share of Trean Common Stock, as compared to the proposed Transaction Consideration of $6.15 per share of Trean Common Stock.

In addition to the presentation made to the Special Committee on December 15, 2022, which will be filed with the SEC as an exhibit to the Schedule 13E-3 and is described above, copies of a presentation presented or delivered by Houlihan Lokey to the Special Committee on October 28, 2022, containing preliminary illustrative financial analyses, also will be attached as an exhibit to such Schedule 13E-3.

The preliminary financial analyses and other information in such preliminary presentation were based on information and data that was available as of the date of the presentation. Houlihan Lokey also continued to update and refine various aspects of its financial analyses in its subsequent presentation. Accordingly, the results and other information presented in such preliminary Houlihan Lokey presentation may differ from the Houlihan Lokey presentation dated December 15, 2022. The financial analyses performed by Houlihan Lokey in relation to its opinion dated December 15, 2022 supersede all analyses and information presented in the preliminary Houlihan Lokey presentation.

Houlihan Lokey was engaged by the Special Committee to act as its financial advisor in connection with the Merger and matters related thereto. The Special Committee’s determination to retain Houlihan Lokey was based on a number of factors, including Houlihan Lokey’s independence and experience in advising special committees and the strength of its presentation to the Special Committee on September 26, 2022. The Special Committee also took into account the familiarity and experience with Trean and its industry generally gained by Houlihan Lokey in serving as a financial advisor to Trean in connection with Altaris’ initial investment in Trean, while noting that such representation occurred seven years ago and that it did not believe Houlihan Lokey’s other disclosures with respect to relationships with Altaris constituted relationships that would compromise Houlihan Lokey’s independence. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Trean has paid aggregate fees to Houlihan Lokey pursuant to its engagement by the Special Committee, equal to $1,050,000 for services performed prior to December 31, 2022 ($750,000 of which was paid to Houlihan Lokey for rendering the opinion). Houlihan Lokey will receive additional fees of up to $1,700,000 prior to or upon consummation of the Merger. Trean has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations)

of, or investments in, Trean, Parent, or any other party that may be involved in the Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger.

Houlihan Lokey and certain of its affiliates have in the past provided investment banking, financial advisory and/or other financial or consulting services and are currently providing valuation advisory and consulting services to Altaris, or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, Altaris (collectively, with Altaris, the “Altaris Group”), for which Houlihan Lokey and its affiliates have received, and in the future may receive, compensation, including (i) having acted as financial advisor to Acclara Solutions, then a member of the Altaris Group, in connection with its sale transaction, which closed in 2020, and (ii) having provided and currently providing valuation advisory and consulting services to certain members of the Altaris Group for financial reporting purposes. Houlihan Lokey and its affiliates have received aggregate fees of no more than $3 million from January 1, 2020 to December 31, 2022 for the services described in the foregoing clauses (i) and (ii), and Houlihan Lokey expects that it and its affiliates will receive aggregate fees of no more $500,000 for the active valuation advisory and consulting services being provided as of December 31, 2022 to certain members of the Altaris Group. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Trean, members of the Altaris Group, other participants in the Merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of their respective employees may have committed to invest in private equity or other investment funds managed or advised by Altaris, other participants in the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with Trean, one or more members of the Altaris Group, other participants in the Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Trean, members of the Altaris Group, other participants in the Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Trean’s purpose for engaging in the Merger is to enable its stockholders to receive the Transaction Consideration, which represents (i) a premium of approximately 95.2% to the closing price of the Trean Common Stock on December 13, 2022, the reference date included in the materials presented at the December 15, 2022 meeting of the Special Committee, (ii) premiums of approximately 108.1%, 114.2%, 136.9%, 132.7%, 103.4%, 50.0% and 28.9% to the five-day, 10-day, 20-day, 30-day, three-month, six-month and one-year volume weighted average price of the Trean Common Stock as of such date, and (iii) a premium of approximately 182.1% to the 52-week low closing price of the Trean Common Stock as of such date (which occurred on November 18, 2022).

The Special Committee and the Board believe that the Merger provides the best opportunity to maximize stockholder value. Trean has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Special Committee and the Board described in detail above under the section of this Proxy Statement entitled “Special Factors—Recommendation of the Special Committee; Reasons for the Merger.”

Under the SEC rules governing “going-private” transactions, each of the Altaris Filing Parties is an affiliate of Trean and, therefore, required to express their reasons for the Merger to Trean’s “unaffiliated security holders” (as defined in Rule 13e-3 of the Exchange Act). The Altaris Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

For the Altaris Filing Parties, the primary purpose of the Merger is to allow Parent to own equity interests in Trean and to bear the rewards and risks of such ownership after the Merger is completed and the shares of Trean Common Stock cease to be publicly traded. The Altaris Filing Parties believe that, as a private company, Trean will be able to

improve its ability to execute initiatives that over time will create additional enterprise value for Trean. The Altaris Filing Parties believe that this, along with Trean’s existing business and potential future opportunities, will allow the Altaris Filing Parties’ investment in Trean to achieve returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the Altaris Filing Parties believe that Trean’s management and employees will be able to execute more effectively on future strategic plans. The Altaris Filing Parties believe that structuring the transaction as a merger is preferable to other transaction structures, because it (1) will enable Parent to acquire all of the shares of Trean Common Stock at the same time, (2) will allow Trean to cease to be a publicly registered and reporting company and (3) represents an opportunity for Trean’s unaffiliated security holders to receive the Transaction Consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

Following completion of the Merger, Merger Sub will have been merged with and into Trean, with Trean surviving the Merger as a wholly-owned subsidiary of Parent. The shares of Trean Common Stock are currently listed on the Nasdaq and registered under the Exchange Act. Following completion of the Merger, there will be no further market for the shares of Trean Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the shares of Trean Common Stock will be delisted from the Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded.

Given Altaris’ long-standing ownership stake in Trean, the Altaris Filing Parties currently anticipate that Trean’s strategy and operations will initially be conducted following completion of the Merger substantially as they are currently being conducted (except that Trean will cease to be a public company and will instead be a wholly-owned subsidiary of Parent). Following completion of the Merger, the Altaris Filing Parties will continue to assess Trean’s strategy, assets, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance Trean’s business and operations with the goal of improving Trean’s long-term earning potential. In addition, Parent may seek to buy or combine Trean or its subsidiaries with target companies that provide earnings and growth synergies; however, no definitive contracts, arrangements, plans, proposals, commitments or understanding currently exist. Although presently there are no definitive contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions, the Altaris Filing Parties and certain of their affiliates may seek, from and after the Effective Time, to acquire target companies or assets that operate in Trean’s industry.

From and after the Effective Time, the officers of Trean at the Effective Time will be the officers of the Surviving Corporation and the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors have been duly elected or appointed and qualified in accordance with the DGCL or the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be. At the Effective Time, the certificate of incorporation and bylaws of Trean, as in effect immediately prior to the Effective Time, will be amended and restated in their entirety as set forth in Exhibit B and Exhibit C of the Merger Agreement, respectively, until thereafter changed or amended as provided therein or by applicable law.

If the Requisite Stockholder Approvals are obtained and certain other conditions to the consummation of the Merger are either satisfied or waived, Merger Sub will merge with and into Trean, with Trean surviving the Merger as the Surviving Corporation. As a result of the Merger, Trean will become a wholly-owned subsidiary of Parent, and Trean Common Stock will no longer be publicly traded. In addition, Trean Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and Trean will no longer file periodic reports with the SEC on account of Trean Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as Trean and Parent may agree and specify in the certificate of merger).

At the Effective Time, each option granted under the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (“Trean’s Stock Plan”) to purchase shares of Trean Common Stock that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (A) the number of shares of Trean Common Stock subject to such Company Option as of immediately prior to the Effective Time and (B) the excess, if any, of the Transaction Consideration over the exercise price per share of Trean Common Stock subject to such Company Option as of immediately prior to the Effective Time. Any Company Option with an exercise price equal to or in excess of the Transaction Consideration will be cancelled by virtue of the Merger without any action on the part of the holder thereof and without any payment to the holder thereof.

At the Effective Time, each Company PSU award granted under Trean’s Stock Plan that is outstanding as of immediately prior to the Effective Time will automatically become vested and will be cancelled without any action on the part of any holder or beneficiary thereof and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (A) a prorated number of shares of Trean Common Stock (such prorated number for Company PSU awards granted in 2021 being two-thirds, and for Company PSU awards granted in 2022 being one-third) that would have vested pursuant to the terms of such Company PSU award based on projected performance through the Effective Time (such projected performance resulting in a payout of 111.9% of the target number of shares for Company PSU awards granted in 2021 and 200% of the target number of shares for Company PSU awards granted in 2022), and (B) the Transaction Consideration.

At the Effective Time, each Company MSU award granted under Trean’s Stock Plan that is outstanding as of immediately prior to the Effective Time will automatically become vested and will be cancelled without any action on the part of any holder or beneficiary thereof and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (A) the number of shares of Trean Common Stock that would have vested pursuant to the terms of such Company MSU award based on actual performance through the Effective Time, and (B) the Transaction Consideration.

At the Effective Time, each Company RSU award, granted under Trean’s Stock Plan that is outstanding as of immediately prior to the Effective Time will automatically become fully vested and will be cancelled and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (A) the number of shares of Trean Common Stock then underlying such Company RSU award as of immediately prior to the Effective Time and (B) the Transaction Consideration.

The primary benefit of the Merger to Trean’s “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, will be their right to receive the Transaction Consideration of $6.15 in cash per share of Trean Common Stock, less applicable withholding taxes, as described above, which represents (i) a premium of approximately 95.2% to the closing price of the Trean Common Stock on December 13, 2022, the reference date included in the materials presented at the December 15, 2022 meeting of the Special Committee, (ii) premiums of approximately 108.1%, 114.2%, 136.9%, 132.7%, 103.4%, 50.0% and 28.9% to the five-day, 10-day, 20-day,

30-day, three-month, six-month and one-year volume weighted average price of the Trean Common Stock as of such date, and (iii) a premium of approximately 182.1% to the 52-week low closing price of the Trean Common Stock as of such date (which occurred on November 18, 2022). Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in Trean’s future earnings, growth or value.

The primary detriments of the Merger to Trean’s “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, include the lack of an interest of such stockholders in the potential future earnings, growth or value realized by Trean after the Merger. In addition, Trean’s unaffiliated security holders will not benefit from any sale of Trean or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Trean Common Stock pursuant to the Merger will generally be a taxable sale transaction for U.S. federal income tax purposes to stockholders who surrender their shares of Trean Common Stock in the Merger to the extent that such stockholders have any gain on their shares of Trean Common Stock.

The benefits of the Merger to the Altaris Filing Parties include the fact that, following the completion of the Merger, Parent will directly own all of the outstanding equity interests of the Surviving Corporation and will therefore have a corresponding 100% interest in the Surviving Corporation’s net book value and net earnings. The table below sets forth the beneficial ownership of shares of Trean Common Stock and resulting interests of the Altaris Filing Parties in Trean’s net book value and net earnings prior to and immediately after the Merger, based on Trean’s net book value at December 31, 2022 and net earnings for the fiscal year ended December 31, 2022, as if the Merger were completed on such date.

Additionally, following the Merger, the shares of Trean Common Stock will be delisted from the Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded. See the section of this Proxy Statement entitled “Special Factors—Plans for Trean After the Merger.” As such, Trean will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers and beneficial owners of more than 10% of the shares of Trean Common Stock face as a result of the provisions of Section 16 of the Exchange Act. Trean will also be relieved of the obligation to separately prepare and furnish information to its stockholders. Parent will benefit from any regulatory compliance cost savings realized by Trean after it becomes a private company.

The primary detriments of the Merger to Parent include the fact that all of the risk of any possible decrease in the future earnings, growth or value of Trean following the Merger will be borne by Parent. Additionally, Parent’s ownership of Trean will be illiquid, with no public trading market for such securities.

If the Requisite Stockholder Approvals are not obtained or if the Merger is not consummated for any other reason, Trean’s stockholders will not receive any payment for their shares of Trean Common Stock in connection with the Merger. Instead, Trean will remain an independent public company, the shares of Trean Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and Trean will continue to file periodic reports with the SEC on account of shares of Trean Common Stock. In addition, if the Merger is not consummated, Trean expects that Trean’s management will operate Trean’s business in a manner similar to that in which it is being operated today and that Trean’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. You should also read and consider carefully the other information in this Proxy Statement, the annexes to this Proxy Statement and the documents incorporated by reference herein, including the risk factors referenced in the section of this Proxy Statement entitled “Cautionary Statement Regarding Forward-Looking Statements” and the risk factors contained in Trean’s Annual Report on Form 10-K and other SEC filings (see the section of this Proxy Statement entitled “Where You Can Find More Information”).

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price per share of Trean Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price per share of Trean Common Stock would return to the price at which shares of Trean Common Stock are trading as of the date of this Proxy Statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Trean Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review Trean’s business operations, capitalization and strategic alternatives to enhance stockholder value. If the Requisite Stockholder Approvals are not obtained or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Trean will be offered or that Trean’s business, financial condition, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, Trean may be required to pay Parent a termination fee upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Termination Fee.”

The following tables present a summary of the Projections:

The Projections are subjective in many respects. Although presented with numerical specificity, the Projections were based on numerous variables, assumptions and estimates as to future events made by Trean’s management (excluding Mr. O’Brien) that such management believed were reasonable at the time the Projections were prepared, taking into account the relevant information available to management at the time. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of Trean. Important factors that may affect actual results and cause these internal financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to general economic conditions in the markets in which Trean operates, the frequency of occurrence or severity of catastrophic or other insured events, fluctuating interest rates, claims made compared to loss reserves, competition in the industry, deviations from expected renewal rates of existing policies and contracts, investment performance, the cost of reinsurance coverage, and other risk factors referenced in the section of this Proxy Statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” Various assumptions underlying the Projections may not prove to have been, or may no longer be, accurate. The Projections may not be realized, and actual results may differ materially from those projected in the Projections. The Projections also reflect assumptions as to certain business strategies or plans that are subject to change, including, but not limited to, management’s assumption that all future free cash flows of Trean’s business would be reinvested to support growth of surplus capital of Trean’s insurance company subsidiaries and

would not be paid as cash distributions to Trean’s stockholders. The Projections do not take into account any circumstances or events occurring after the date they were prepared. The Projections summarized above do not give effect to the Merger. The Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Projections in this Proxy Statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and will differ materially if the Merger and the other transactions contemplated by the Merger Agreement are completed) from the Projections. For all of these reasons, the Projections, and the assumptions upon which they are based, are (i) not guarantees of future results; (ii) inherently speculative; and (iii) subject to a number of risks and uncertainties. As a result, actual results may differ materially from those contained in these Projections. Accordingly, there can be no assurance that the Projections will be realized.

The Projections were prepared solely for internal use and to assist the Special Committee with its consideration and evaluation of the Merger and alternatives thereto, and although they were prepared on an accounting basis consistent with Trean’s historical financial statements, they were not prepared with a view toward public disclosure or toward compliance with generally accepted accounting principles (GAAP), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, Trean. Neither Trean’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Trean contained in Trean’s public filings with the SEC.

Adjusted Net Income (which Trean defines as Net Income excluding the impact of certain items, including non-cash intangible asset amortization and stock compensation, non-cash changes in fair value of embedded derivatives, unrealized losses on equity securities, other expenses and gains or losses) and Book Value (excluding AOCI) and Tangible Book Value (excluding AOCI) (which Trean defines as stockholders’ equity and tangible stockholders’ equity, respectively, excluding the effect of accumulated other comprehensive income (loss) for a particular period) contained in the Projections are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Projections were relied upon by Houlihan Lokey for purposes of its opinion and by the Special Committee in connection its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure presented publicly by Trean do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this Proxy Statement. Accordingly, Trean has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Trean may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

None of Trean or any of its affiliates, advisors, officers, directors, partners, representatives or advisors (including Houlihan Lokey) can give you any assurance that actual results will not differ from these projections. Except as required by applicable law, none of Trean or any of its affiliates, advisors, officers, directors, partners, representatives or advisors (including Houlihan Lokey) undertakes any obligation to update or otherwise revise or reconcile the Projections (including the specific portions presented in this Proxy Statement) to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. In addition, none of Trean or any of its affiliates, advisors, officers, directors, partners, representatives or advisors (including Houlihan Lokey) has made, makes, or is authorized in the future to make, any representation to any stockholder or other person regarding Trean’s ultimate performance compared to the information contained in the Projections or that projected results will be achieved, and any statements to the contrary should be disregarded. Trean has made no representation to Parent or Altaris, in the Merger Agreement or otherwise, concerning the Projections.

For the foregoing reasons, the inclusion of specific portions of the Projections in this Proxy Statement should not be regarded as an indication that such projections will be an accurate prediction of future events, and readers of this Proxy Statement are cautioned not to place undue, if any, reliance on the specific portions of the Projections set forth above.

In considering the recommendation of the Board that Trean’s stockholder vote in favor of the Merger Agreement Proposal, our stockholders should be aware that certain of Trean’s executive officers and non-employee directors have interests in the Merger that may be different from, or in addition to, those of Trean’s stockholders generally. The Special Committee and the Board were aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger, and in recommending that Trean’s stockholders approve the Merger Agreement Proposal. These interests are described below.

In addition to the matters described below, one of the directors of Trean, Daniel G. Tully, is a Co-Founder and Managing Director of Altaris. Affiliates of Altaris will control Trean following the Merger. Mr. Tully recused himself from deliberations of the Board regarding the Merger due to his affiliation with Altaris.

For purposes of the discussion below, Trean’s executive officers are Andrew M. O’Brien (Executive Chairman), Julie A. Baron (Chief Executive Officer), Patricia A. Ryan (Chief Legal Officer and Corporate Secretary), Matthew J. Spencer (Chief Information and Security Officer) and Nicholas J. Vassallo (Chief Financial Officer and Treasurer) (each, an “Executive Officer”).

The Special Committee consists of two independent members of the Board, Randall D. Jones and Terry P. Mayotte. Pursuant to a written consent of the Board executed on November 1, 2022, the Board unanimously adopted resolutions providing that Mr. Mayotte, as Chairperson of the Special Committee, would receive a flat fee of $80,000 and Mr. Jones would receive a flat fee of $70,000, as compensation for their service on the Special Committee. These fees are not dependent on the Closing or on the Special Committee’s or the Board’s approval of, or recommendations with respect to, the Merger.

Each Company Option, whether or not vested, that is outstanding as of immediately prior to the Effective Time will be cancelled and will entitle the holder, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, to receive an amount in cash (without interest and subject to applicable withholding taxes) from the Surviving Corporation equal to the product of (A) the number of shares of Trean Common Stock subject to such Company Option as of immediately prior to the Effective Time and (B) the excess, if any, of the Transaction Consideration over the exercise price per share of Trean Common Stock subject to such Company Option as of immediately prior to the Effective Time. If the exercise price per share of a Company Option is equal to or greater than the Transaction Consideration, such Company Option shall be cancelled by virtue of the Merger without any action on the part of, and without any payment to, the Company Option holder.

Each Company PSU award outstanding as of immediately prior to the Effective Time will automatically become vested, will be cancelled without any action on the part of any holder or beneficiary thereof, and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash (without interest and subject to applicable withholding taxes) from the Surviving Corporation equal to the product of (A) a prorated number of shares of Trean Common Stock (such prorated number for Company PSU awards granted in 2021 being two-thirds, and for Company PSU awards granted in 2022 being one-third) that would have vested pursuant to the terms of such Company PSU award based on projected performance through the Effective Time (such projected performance resulting in a payout of 111.9% of the target number of shares for Company PSU awards granted in 2021 and 200% of the target number of shares for Company PSU awards granted in 2022), and (B) the Transaction Consideration.

Each Company MSU award outstanding as of immediately prior to the Effective Time will automatically become vested, will be cancelled without any action on the part of any holder or beneficiary thereof, and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash (without interest and subject to applicable withholding taxes) from the Surviving Corporation equal to the product of (A) the number of shares of Trean Common Stock that would have vested pursuant to the terms of such Company MSU award based on actual performance through the Effective Time, and (B) the Transaction Consideration.

Each Company RSU award outstanding as of immediately prior to the Effective Time will automatically become fully vested, will be cancelled and will entitle the holder to receive, on or before the later of (i) five business days following the Effective Time and (ii) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash (without interest and subject to applicable withholding taxes) from the Surviving Corporation equal to the product of (A) the number of shares of Trean Common Stock then underlying such Company RSU award as of immediately prior to the Effective Time and (B) the Transaction Consideration.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

As the amounts provided below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Each Company Option held by an Executive Officer has an exercise price greater than the Transaction Consideration of $6.15 per share and therefore would be canceled by virtue of the Merger without any payment to such Executive Officers. None of the non-employee directors of Trean hold any Company Options.

Each Company MSU held by an Executive Officer has a threshold performance target greater than the Transaction Consideration of $6.15 per share and therefore would be canceled by virtue of the Merger without any payment to such Executive Officers. None of the non-employee directors of Trean hold any Company MSUs.

The estimated value of unvested Company RSUs and Company PSUs held by each executive officer and non-employee director as of March 13, 2023 that would vest as a result of the Merger are set forth in the following table:

As permitted by the Special Committee, following the execution of the Merger Agreement, representatives of Altaris have had preliminary discussions with Andrew O’Brien, Executive Chairman and a director of Trean, regarding potential rollover arrangements with respect to shares of Trean Common Stock held by Mr. O’Brien and Steven B. Lee, director of Trean. Each of Mr. O’Brien and Mr. Lee are expected to be deemed “Rollover Stockholders” for purposes of the Merger Agreement. As of March 13, 2023, the Record Date for the Special Meeting, Mr. O’Brien and Mr. Lee beneficially owned, respectively, 3,509,120 and 1,065,186 shares of Trean Common Stock entitled to vote at the Special Meeting, or approximately 6.8% and 2.1% of the voting power of all the outstanding shares of Trean Common Stock. Based on preliminary discussions held to date, Altaris expects that, prior to the Closing, each of Mr. O’Brien and Mr. Lee will enter into rollover agreements or arrangements with Parent or one of its affiliates with respect to all or a portion of their shares of Trean Common Stock, but, as of the date of this Proxy Statement, there is no understanding as to the amount of shares of Trean Common Stock that would be subject to such rollover agreements or arrangements, and no definitive agreement or arrangement has been entered into between Mr. O’Brien or Mr. Lee, on the one hand, and Parent or its affiliates, on the other hand, regarding such potential rollover, and there can be no assurances that the terms of any such agreements or arrangements will be agreed upon with Mr. O’Brien or Mr. Lee.

In addition, Altaris expects that, following the Closing, Julie A. Baron, Trean’s President and Chief Executive Officer, will remain President and Chief Executive Officer of Trean as the Surviving Corporation, and that Mr. O’Brien will continue to serve on the board of directors of Trean as the Surviving Corporation. As of the date of this Proxy Statement, the terms of Ms. Baron’s employment following the Closing, if any, have not been discussed, and no definitive agreement or arrangement has been entered into between Ms. Baron or Mr. O’Brien, on the one hand, and Parent or its affiliates, on the other hand, regarding such potential positions, and there can be no assurances that the terms of any such agreements or arrangements will be agreed upon with Ms. Baron or Mr. O’Brien.

Other than as described above, as of the date of this Proxy Statement, none of Trean’s executive officers, other employees or non-employee directors have discussed or entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity plans or arrangements of, Parent, the Surviving Corporation or one or more of their affiliates. Prior to or following the Closing, however, certain of Trean’s executive officers, other employees and non-employee directors may discuss or enter into agreements with Parent or its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates (including the Surviving Corporation).

The Executive Officers and non-employee directors of Trean are entitled to certain insurance and indemnification rights in connection with the Merger. See “Terms of the Merger Agreement—Indemnification and Insurance.”

Our directors and executive officers have informed us that, as of the date of this Proxy Statement, they intend to vote all of the shares of Trean Common Stock owned directly by them in favor of the Special Meeting Proposals. As of March 13, 2023, the Record Date for the Special Meeting, our directors (other than Mr. Tully) and executive officers beneficially owned and were entitled to vote, in the aggregate, 4,773,461 shares of Trean Common Stock entitled to vote at the Special Meeting, or approximately 9.3% of the voting power of all the outstanding shares of Trean Common Stock. Mr. Tully is a director of Trean, and he may be deemed to beneficially own any shares of Trean Common Stock held by Altaris Partners and its affiliated entities, which collectively own approximately 46.9% of the voting power of the issued and outstanding shares of Trean Common Stock entitled to vote at the Special Meeting, because of his affiliation with Altaris Partners and its affiliated entities. See the section of this Proxy Statement entitled “The Voting and Support Agreement.” As discussed below in the section of this Proxy Statement entitled “Proposal 1: Adoption of the Merger Agreement,” the approval of the Merger Agreement Proposal requires the Requisite Stockholder Approvals. Our Section 16 Officers will be excluded from the Unaffiliated Stockholder Approval.

Pursuant to the Voting and Support Agreement, which is discussed in more detail under the section entitled “The Voting and Support Agreement,” affiliates of Altaris agreed to, unless the Board (acting upon the recommendation of the Special Committee) or the Special Committee has made a change of recommendation that amounts to a recommendation against the Merger Agreement and that has not been rescinded or withdrawn (in which case Altaris’ affiliates will be permitted to vote their shares of Trean Common Stock in any manner they choose in their sole discretion), among other things, vote or cause to be voted any shares of Trean Common Stock owned by them in favor of the Merger and the adoption of the Merger Agreement and against any action or agreement that would reasonably be expected to result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled.

No provision has been made to grant Trean’s “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, access to the corporate files of Trean or any other party to the Merger or any of their respective affiliates, or to obtain counsel or appraisal services at the expense of Trean or any other such party or affiliate.

The following is a summary of the U.S. federal income tax consequences of the Merger to holders of Trean Common Stock whose shares of Trean Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, U.S. Department of Treasury Regulations promulgated under the Code (the “Treasury Regulations”), court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of Trean Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). For purposes of this discussion, a “holder” means either a U.S. Holder (as defined below) or a Non-U.S. Holder (as defined below) or both, as the context may require.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, nor does it address any consequences to holders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, S corporations, partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) and partners therein, financial institutions, insurance companies, dealers in securities, traders in securities who elect to apply a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, persons who are subject to the alternative minimum tax, certain former citizens or long-term residents of the United States, entities that are expatriated entities, surrogate foreign corporations or inverted corporations for U.S. federal income tax purposes, persons who actually or constructively own 5% of more of Trean Common Stock, persons who acquire their shares of Trean Common Stock pursuant to the exercise of employee stock options or otherwise as compensation, persons who hold their shares of Trean Common Stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes, and persons whose functional currency is not the U.S. dollar. This discussion does not address any U.S. federal estate, gift or other non-income tax consequences or any state, local or non-U.S. tax consequences, or the consequences of the Medicare tax on net investment income. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Trean Common Stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Trean Common Stock and partners therein are urged to consult their own tax advisors regarding the consequences of the Merger to their particular circumstances.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Trean Common Stock who is, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Trean Common Stock pursuant to the Merger will be a taxable transaction and the U.S. Holder generally will recognize gain or loss as a result of such exchange. In general, a U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that the U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period in the shares of Trean Common Stock is more than one year at the time of the Merger. Long-term capital gains of a non-corporate U.S. Holder are subject to preferential income tax rates. The deductibility of capital losses is subject to limitations.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of Trean Common Stock who is neither a U.S. Holder nor treated as a partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment, such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders are urged to consult their tax advisors to determine the U.S. federal, state, local and non-U.S. tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a holder of Trean Common Stock pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (ii) a Non-U.S. Holder that provides a certification of such Non-U.S. Holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Holders of Trean Common Stock are urged to consult their own tax advisors regarding the tax consequences of the Merger to their particular circumstances, including the applicability and effect of any state, local, foreign or other tax laws.

It is also expected that Merger Sub and/or Parent will incur approximately $2,765,450 of legal, financial and other advisory fees.

The estimate for legal fees set forth in this Proxy Statement does not include any amounts attributable to any existing or future litigation challenging the Merger. All costs and expenses incurred in connection with the preparation, negotiation, execution and performance of the Merger Agreement and the Merger and any other transactions contemplated by the Merger Agreement, will be paid by the party incurring such expense, except that (i) Parent shall be responsible for the payment of any and all filings under the HSR Act and (ii) Parent and the Surviving Corporation agreed to assume liability and pay any sales, transfer, stamp, stock transfer, value added, use, real property transfer or gains and any similar taxes, as well as any transfer, recording, registration and other similar fees that may be imposed upon, payable or incurred in connection with the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement.

This Proxy Statement is being furnished to Trean stockholders by Trean as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held at Trean’s corporate headquarters, located at 150 Lake Street West, Wayzata, Minnesota 55391, on April 18, 2023 at 10:00 a.m., Central Time, unless the meeting is adjourned or postponed.

At the Special Meeting, Trean stockholders will be asked to consider and vote on proposals to approve:

Only Trean stockholders of record as of the close of business on March 13, 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. The holders of a majority of Trean Common Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at the Special Meeting for the transaction of business. Abstentions will be counted as present for the purpose of determining the presence of a quorum. Broker non-votes will not be counted for purposes of determining whether a quorum is present.

With respect to shares held in “street name,” your broker, bank or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. A “broker non-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses not to vote on a matter for which it does have discretionary voting authority.

The Requisite Stockholder Approvals, which consists of (1) the affirmative vote of Trean stockholders representing a majority of the aggregate voting power of the outstanding shares of Trean Common Stock beneficially owned by the Unaffiliated Stockholders entitled to vote thereon and (2) the affirmative vote of Trean stockholders representing a majority of the aggregate voting power of the outstanding shares of Trean Common Stock entitled to vote thereon, are required to adopt the Merger Agreement. The affirmative vote of Trean stockholders representing a majority of the aggregate voting power of the outstanding shares of Trean Common Stock present or represented by proxy, at the Special Meeting and entitled to vote thereon is required to approve the Adjournment Proposal. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and will not have any effect on the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Agreement Proposal and the Adjournment Proposal. Because each of the Special Meeting Proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and will have no effect on the Adjournment Proposal.

At the close of business on the Record Date, Trean’s directors (other than Mr. Tully) and executive officers beneficially owned and were entitled to vote 4,773,461 shares of Trean Common Stock, which represented approximately 9.3% of the shares of outstanding Trean Common Stock on that date. The directors and executive

officers have informed Trean that they currently intend to vote all of their shares of Trean Common Stock “FOR” the Merger Agreement Proposal and “FOR” the Adjournment Proposal. Mr. Tully is a director of Trean, and may be deemed to beneficially own any shares of Trean Common Stock owned by Altaris Partners and its affiliated entities, which collectively own approximately 46.9% of the voting power of the issued and outstanding shares of Trean Common Stock entitled to vote at the Special Meeting, because of his affiliation with Altaris Partners and its affiliated entities. See the section of this Proxy Statement entitled “The Voting and Support Agreement.”

If your shares of Trean Common Stock are held in your name by Trean’s transfer agent, Equiniti Trust Company, you can vote:

For purposes of expediency, we encourage all stockholders to vote electronically, if possible. However, if you do not have access to a touch-tone phone or the Internet, you can vote:

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Agreement Proposal and “FOR” the Adjournment Proposal.

If your shares of Trean Common Stock are held in “street name” and you do not instruct your broker, bank or other nominee how to vote your shares, then, because all of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of Trean Common Stock are held in “street name,” your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” each of the Special Meeting Proposals by following the instructions provided on the voting instruction form. If you do not vote via the Internet or telephone through your broker, bank or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the Special Meeting and vote with a proxy from your broker, bank or other nominee, it will be counted as a vote “AGAINST” the Merger Agreement Proposal and will not have any effect on the Adjournment Proposal.

Stockholders of record retain the power to revoke their proxy or change their vote at any time before it is voted at the Special Meeting, even if they sign the proxy card or voting instruction card in the form accompanying this Proxy Statement, via telephone or via the Internet. Stockholders of record can revoke their proxy or change their

vote at any time before it is exercised by giving written notice specifying such revocation, to the attention of our Corporate Secretary at Trean Insurance Group, Inc., 150 Lake Street West, Wayzata, Minnesota 55391, so that it is received prior to 11:59 p.m., Central Time, on the night before the Special Meeting. Stockholders of record may also change their vote by timely delivery of a valid, later-dated proxy signed and returned by mail prior to 11:59 p.m., Central Time, on the night before the Special Meeting or by voting by ballot in person at the Special Meeting. Simply attending the Special Meeting will not constitute revocation of your proxy.

If your shares of Trean Common Stock are held in the name of a broker, bank or other nominee, you should follow the instructions of such broker, bank or other nominee regarding the revocation of proxies. If you have voted via the Internet or via telephone, you may change your vote by signing on to the website and following the prompts or calling the toll-free number again and following the instructions.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Trean stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting which was adjourned, recessed or postponed.

In addition to the Merger Agreement Proposal, Trean stockholders are also being asked to approve the Adjournment Proposal that will give the Board authority to adjourn the Special Meeting from time to time, if necessary or appropriate in the view of the Board, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal or to seek a quorum if one is not initially obtained. In addition, the Special Meeting may be adjourned or postponed by the chairman of the Special Meeting or by the Board in accordance with Trean’s bylaws.

If a quorum is not present or if there are not sufficient votes for the approval of the adoption of the Merger Agreement, Trean expects that the Special Meeting will be adjourned in order to solicit additional proxies in accordance with the Merger Agreement. At any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

If the Special Meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the Special Meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the Board fixes a new record date for the Special Meeting. At any adjourned meeting, any business may be transacted that might have been transacted at the original Special Meeting.

A representative of Broadridge Financial Solutions will serve as the inspector of elections for the Special Meeting. All votes will be tabulated by the inspector of elections appointed for the Special Meeting. The inspector of elections will separately tabulate affirmative and negative votes and abstentions.

The cost of this proxy solicitation will be borne by Trean. Our directors, officers and employees may solicit proxies by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of Trean Common Stock.

Trean has retained Okapi Partners as its proxy solicitor. Okapi Partners will solicit proxies by mail, telephone, facsimile and email, or by other electronic means. Under Trean’s agreement with Okapi Partners, Okapi Partners will receive an estimated fee of approximately $51,000 plus reimbursement of its customary out-of-pocket expenses for its services. In addition, Okapi Partners and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

Assuming timely satisfaction of necessary closing conditions, including, among other things, the Requisite Stockholder Approvals and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated in the first half of 2023.

Only stockholders of record or beneficial owners of Trean Common Stock as of the close of business on the Record Date or their duly appointed proxies are entitled to attend the Special Meeting. If you plan to attend the Special Meeting, please note that you will need to provide proof of ownership of Trean Common Stock and provide a government-issued picture identification card, such as your driver’s license. If you hold shares through an account with a broker, bank or other nominee, please bring to the Special Meeting your statement evidencing your beneficial ownership of Trean Common Stock as of the Record Date and provide a government-issued picture identification card, such as your driver’s license. Please note that if you hold shares through a broker, bank or other nominee and plan to attend the Special Meeting in person and would like to vote there, you will need to contact your broker, bank or other nominee and request a “legal proxy.” If your shares are held through a broker, bank or other nominee and you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of Trean Common Stock, to:

Trean Insurance Group, Inc.

150 Lake Street West

Wayzata, Minnesota 55391

Attention: Corporate Secretary

All stockholders and beneficial owners should bring a government-issued picture identification card, such as your driver’s license, as you will also be asked to provide a government-issued identification card at the registration desk on the day of the Special Meeting or any adjournment or postponement of the Special Meeting. Everyone who attends the Special Meeting must abide by the rules for the conduct of the Special Meeting. These rules will be printed on the Special Meeting agenda. Even if you plan to attend the Special Meeting, please submit your proxy and vote by telephone, Internet or mail so your vote will be counted if you later decide not to (or are otherwise unable to) attend the Special Meeting. No cameras, recording equipment, other electronic devices, large bags or packages will be permitted in the Special Meeting.

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Okapi Partners, our proxy solicitor, by calling (844) 203-3605. Banks and brokers may call collect at (212) 297-0720.

If the Merger is completed, stockholders of record and beneficial owners who did not vote in favor of the Merger Agreement Proposal, submitted a written demand for appraisal prior to the vote on the Merger Agreement Proposal and otherwise complied with all other applicable requirements of the DGCL, will have the right to seek appraisal of the fair value of their shares of Trean Common Stock in accordance with Section 262. This means that holders of shares of Trean Common Stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash for the “fair value” of their shares of Trean Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court. Trean stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement in the section entitled “Appraisal Rights,” and Section 262 regarding appraisal rights is reproduced and attached as Annex C to this Proxy Statement.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal in accordance with Section 262 to Trean before the vote is taken on the adoption of the Merger Agreement, you

must not vote (in person or by proxy) in favor of the Merger Agreement Proposal and you must continue to hold your shares of Trean Common Stock through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement in the section entitled “Appraisal Rights,” and Section 262 regarding appraisal rights is reproduced and attached as Annex C to this Proxy Statement.

c/o Altaris, LLC

10 East 53rd Street, 31st Floor

New York, New York 10022

(212) 931-0250

Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Parent, formed on December 9, 2022 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger. Merger Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Merger Sub will cease to exist.

Parent and Merger Sub are affiliates of the Altaris Funds, which are managed by Altaris. At the Effective Time, Trean, as the Surviving Corporation, will be indirectly owned by the Altaris Funds.

In connection with the transactions contemplated by the Merger Agreement, the Altaris Funds have provided Parent the Equity Financing in an aggregate amount of $175,000,000. In addition, the Altaris Funds have agreed to guarantee the payment of any monetary damages payable by Parent, Merger Sub or any of their affiliates under the Merger Agreement, solely to the extent such damages are determined to be so due and payable by a court of competent jurisdiction, subject to an aggregate cap equal to $18,900,000 and subject to the other terms and conditions of the Merger Agreement. For more information, please see the section entitled “The Merger—Financing of the Merger.”

The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver (in accordance with the terms of the Merger Agreement) of the conditions set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into Trean, whereupon the separate existence of Merger Sub shall cease, and Trean will continue as the Surviving Corporation and will continue to be governed by the laws of Delaware.

If the Requisite Stockholder Approvals are not obtained or if the Merger is not consummated for any other reason, Trean stockholders will not receive any payment for their shares of Trean Common Stock. Instead, Trean will remain an independent public company, Trean Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and Trean will continue to file periodic reports with the SEC on account of Trean Common Stock. In addition, if the Merger is not consummated, Trean expects that Trean’s management will operate the business in a manner similar to that in which it is being operated today.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price of Trean Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Trean Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Trean Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review Trean’s business operations, properties, capitalization and strategic alternatives to enhance stockholder value. If the Requisite Stockholder Approvals are not obtained or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Trean will be offered or that Trean’s business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, Trean may be required to pay Parent a termination fee upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Termination Fee.”

Upon the consummation of the Merger, each share of Trean Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares and any Dissenting Shares) will be converted into the right to receive Transaction Consideration.

The total amount of funds necessary to consummate the Merger and related transactions, including payment of related fees and expenses, will be approximately $175,000,000.

In connection with the Merger Agreement, Parent and the Altaris Funds have entered into the Equity Commitment Letter, pursuant to which the Altaris Funds provided commitments to contribute to Parent, subject to the terms and conditions set forth therein, an aggregate amount of $175,000,000 in immediately available funds, solely for the purpose of permitting Parent and/or Merger Sub to fund (together with “Company Cash on Hand” (as defined in the Merger Agreement)) payment of (i) the aggregate Transaction Consideration required to be paid by Parent and/or Merger Sub under the Merger Agreement and all consideration required to be paid under the Merger Agreement in respect of Trean stock awards and (ii) all fees and expenses required to be paid by Parent and/or Merger Sub at or prior to the Closing in connection with the transactions contemplated by the Merger Agreement, in each case, subject to the terms and conditions of the Merger Agreement. Trean is a third-party beneficiary of the Equity Commitment Letter solely for the purpose and to the extent of Trean seeking specific performance of the rights granted to Parent under the Equity Commitment Letter to cause the Altaris Funds to fund their respective equity financing commitments, subject to the terms and conditions of such Equity Commitment Letter and the Merger Agreement.

The several (and not joint or joint and several) obligation of each of the Altaris Funds to fund its respective equity commitment is subject to satisfaction of each of the following conditions: (i) the satisfaction or waiver (in accordance with the terms of the Merger Agreement) of all of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement (other than those conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or waiver (in accordance with the terms of the Merger Agreement) of such conditions) and (ii) the substantially concurrent consummation of the Closing in accordance with the terms of the Merger Agreement.

In connection with the Merger Agreement, Parent and Merger Sub have delivered to Trean the duly executed limited guarantee of each of the Altaris Funds (the “Limited Guarantee”), pursuant to which the Altaris Funds have guaranteed to Trean each of their pro rata portions of the obligation to pay monetary damages payable by Parent, Merger Sub or any of their affiliates under the Merger Agreement, solely to the extent such damages are determined to be so due and payable by a court of competent jurisdiction, subject to an aggregate cap equal to $18,900,000 and subject to the other terms and conditions of the Merger Agreement.

The Closing will take place no later than the third business day following the satisfaction or waiver (in accordance with the terms of the Merger Agreement) of the last of the conditions to the Closing set forth in the Merger Agreement (as described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or waiver (in accordance with the terms of the Merger Agreement) of such conditions at the Closing.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Under the Merger Agreement, the Merger cannot be consummated until the applicable waiting period under the HSR Act has expired or been terminated, and all required insurance regulatory approvals (or the applicable regulatory authorities’ non-objection to requests for exemptions in respect thereof) have been obtained.

Under the HSR Act and the rules promulgated thereunder by the U.S. Federal Trade Commission (the “FTC”), the Merger cannot be consummated until Trean and Parent each file a premerger notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act, and

the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be consummated until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms, unless extended by a request for additional information or the waiting period is terminated earlier. Trean and Parent made the filings required under the HSR Act on December 23, 2023, and the waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on January 23, 2023.

At any time before or after consummation of the Merger, notwithstanding the expiration of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

The insurance laws and regulations of the states of Arkansas, California, Kansas, South Carolina and Utah, jurisdictions where insurance company subsidiaries of Trean are domiciled or “commercially domiciled,” generally require that prior to the acquisition of control of an insurance company domiciled or “commercially domiciled” in those respective jurisdictions, the acquiring party must file an application (a “Form A”) seeking prior approval from the insurance regulators of those jurisdictions.

Generally, state insurance statutes provide that control over a domestic insurer is presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing 10% or more of the voting securities of the domestic insurer. Because a person acquiring 10% or more of our common stock would indirectly control the same percentage of the stock of our insurance company subsidiaries, the insurance change of control laws apply to the acquisition of Trean’s Common Stock by Parent pursuant to the Merger Agreement. Prior to granting approval of an application to acquire control of a domestic insurer, the state insurance commissioner generally will consider such factors as the financial strength of the applicant, the integrity and management of the applicant’s board of directors and executive officers, the acquirer’s plans for the future operations of the domestic insurer and any anti-competitive results that may arise from the consummation of the acquisition of control. Alternatively, state insurance statutes generally grant the insurance regulators discretion to exempt a transaction from the change of control prior approval requirements if the insurance regulator determines that the transaction has not been made or entered into for the purpose and does not have the effect of changing or influencing the control of a domestic insurer.

Since affiliates of Altaris currently control approximately 46.9% of the outstanding Trean Common Stock, in anticipation of the potential acquisition of remaining Trean Common Stock in the Merger (if the Merger receives the Requisite Stockholder Approvals and is subsequently consummated), Parent has filed Form A exemption requests with the insurance departments of the States of Arkansas, California, Kansas, South Carolina and Utah.

The South Carolina Department of Insurance granted Parent’s Form A exemption request on January 4, 2023. The Arkansas Insurance Department granted Parent’s Form A exemption request on January 17, 2023. The Utah Insurance Department granted Parent’s Form A exemption request on February 2, 2023. The Kansas Insurance Department granted Parent’s Form A exemption request on March 15, 2023. A Form A exemption request is still outstanding with the California Department of Insurance. Although Trean and Parent expect this insurance regulatory authority to approve the Form A exemption request, there is no assurance that Trean and Parent will obtain the required regulatory approval (or exemption therefrom) on a timely basis, or at all.

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to Trean, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no order, judgment, or injunction, whether temporary, preliminary or permanent, by any court or other tribunal of competent jurisdiction (including any insurance regulator) has been

entered and continues to be in effect, and no law has been adopted or is effective, in each case that restrains, enjoins, prevents, prohibits or makes illegal the consummation of the transactions contemplated by the Merger Agreement, including the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the transactions contemplated by the Merger Agreement, including the Merger, on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame, or at all.

Pursuant to the Voting and Support Agreement unless the Board (acting upon the recommendation of the Special Committee) or the Special Committee has made a change of recommendation that amounts to a recommendation against the Merger Agreement and that has not been rescinded or withdrawn (in which case Altaris’ affiliates will be permitted to vote their shares of Trean Common Stock in any manner they choose in their sole discretion), which is discussed in more detail under the section entitled “The Voting and Support Agreement,” affiliates of Altaris agreed to, and to cause their affiliates to, among other things, affirmatively vote or execute consents with respect to all shares of Trean Common Stock owned by them in favor of adoption of the Merger Agreement.

Affiliates of Altaris collectively own approximately 46.9% of the voting power of the issued and outstanding shares Trean Common Stock entitled to vote at the Special Meeting.

Both (1) the affirmative vote of Unaffiliated Stockholders representing a majority of the aggregate voting power of the outstanding shares of Trean Common Stock beneficially owned by the Unaffiliated Stockholders and (2) the affirmative vote of Trean stockholders representing a majority of the aggregate voting power of the outstanding shares of Trean Common Stock entitled to vote thereon are required to approve the Merger Agreement Proposal. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Abstentions will be counted as votes “AGAINST” the Merger Agreement Proposal. Because the Merger Agreement Proposal presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. The Board (other than the Recused Director) recommends a vote “FOR” the Merger Agreement Proposal.

The discussion of the terms of the Merger Agreement in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Annex A hereto. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Trean, Parent, Merger Sub or Altaris or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after December 15, 2022, which subsequent information may or may not be reflected in Trean’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Trean and its business. Please see the section entitled “Where You Can Find More Information.”

The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver (in accordance with the terms of the Merger Agreement) of the conditions set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into Trean, whereupon the separate existence of Merger Sub will cease, and Trean will continue as the Surviving Corporation and will continue to be governed by the laws of Delaware.

The Closing will take place on the third business day after the satisfaction or waiver (in accordance with the terms of the Merger Agreement) of the last of the conditions to the Closing set forth in the Merger Agreement (as described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger”), other than those conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or waiver (in accordance with the terms of the Merger Agreement) of such conditions, or at such other date and time as Trean and Parent may agree in writing. As soon as practicable on the closing date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective at such time as the certificate of merger is filed with the Secretary of State of the State of Delaware or on such later date and time as will be agreed to by Trean and Parent and specified in the Certificate of Merger.

Immediately prior to and conditional upon the occurrence of, the Effective Time, each of the directors of Trean’s Board will resign as a director of Trean effective as of the Effective Time. The Merger Agreement provides that the parties will take all necessary action such that the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation from and as of the Effective Time and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

The Merger Agreement provides that the parties will take all necessary action such that the officers of Trean immediately prior to the Effective Time will be the officers of the Surviving Corporation from and as of the Effective Time and will hold such offices until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

At the Effective Time, the certificate of incorporation and bylaws of Trean, as in effect immediately prior to the Effective Time, will be amended and restated in their entirety as set forth in Exhibit B and Exhibit C of the Merger Agreement, respectively, until thereafter changed or amended as provided therein or by applicable law.

At the Effective Time, subject to applicable withholding tax, each share of Trean Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares and any Dissenting Shares) will be automatically converted into the right to receive the Transaction Consideration.

The Merger Agreement provides that Trean’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time:

Prior to the Effective Time, Parent will appoint a bank or trust company reasonably acceptable to Trean to act as paying agent (the “Paying Agent”) for the payment of the Transaction Consideration in the Merger and will enter into an agreement relating to the Paying Agent’s responsibilities under the Merger Agreement in form and substance reasonably satisfactory to Trean. Prior to or concurrently with the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Transaction Consideration payable in the Merger to holders of Trean Common Stock (other than the Excluded Holders), provided that Trean will, and will cause its subsidiaries to, at the written request of Parent, deposit with the Paying Agent at the Closing such portion of the aggregate Transaction Consideration from Trean’s cash on hand as specified in such request.

Upon surrender of certificates (or affidavit of loss in lieu thereof) or book-entry shares to the Paying Agent together with the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such certificates or book-entry shares will be entitled to receive in exchange therefor the Transaction Consideration. In the event of a transfer of ownership of shares of Trean Common Stock that is not registered in the transfer or stock records of Trean, any cash to be paid upon due surrender of the certificate (or affidavit of loss in lieu thereof) or book-entry share formerly representing such shares of Trean Common Stock may be paid or issued, as the case may be, to such a transferee if such certificate (or affidavit of loss in lieu thereof) or book-entry share is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other similar taxes have been paid or are not applicable. No interest will be paid or will accrue on the Transaction Consideration payable upon surrender of any certificate (or affidavit of loss in lieu thereof) or book-entry share. Until surrendered as contemplated by the Merger Agreement, each certificate and book-entry share will be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Transaction Consideration. Any holder of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the Paying Agent to receive the Transaction Consideration that such holder is entitled to receive pursuant to the Merger Agreement. In lieu thereof, each holder of record of one or more book-entry shares whose shares of Trean Common Stock were converted into the right to receive the Transaction Consideration will upon receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence, if any, as the Paying Agent may reasonably request, be entitled to receive, and Parent will cause the Paying Agent to exchange and deliver as promptly as

reasonably practicable after the Effective Time, the Transaction Consideration in respect of each such share of Trean Common Stock, and the book-entry shares of such holder will thereupon be cancelled.

Any portion of the payment fund, including any interest or other amounts received with respect thereto, that remains unclaimed by, or otherwise undistributed to, the holders of certificates and book-entry shares for 12 months after the Effective Time will be delivered to Parent, upon Parent’s demand, and any holder of certificates or book-entry shares who has not prior to such date complied with these procedures must thereafter look only to Parent or the Surviving Corporation for satisfaction of its claim for Transaction Consideration which such holder has the right to receive pursuant to the Merger Agreement.

The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. If any certificate has been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, in form and substance reasonably acceptable to Parent, and, if required by the Surviving Corporation, Parent or the Paying Agent, the posting by such person of a bond in customary amount as Parent or the Paying Agent may reasonably require as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such certificate, the Paying Agent, or, if subsequent to the termination of the payment fund, Parent, will deliver, in exchange for such lost, stolen or destroyed certificate, the Transaction Consideration to which the holder thereof is entitled pursuant to the exchange procedures in the Merger Agreement had such lost, stolen or destroyed certificate been surrendered.

These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

The Merger Agreement contains representations and warranties of Trean, Parent and Merger Sub.

Certain of the representations and warranties in the Merger Agreement made by Trean are qualified by knowledge and/or “materiality” qualifications or a “Company Material Adverse Effect” clause. For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Trean, any event, change, circumstance or effect that, individually or in the aggregate with any other event, change, circumstance or effect, has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of Trean and its subsidiaries, taken as a whole. No event, change, circumstance or effect will be deemed to constitute, nor will any of the foregoing be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect, to the extent that such event, change, circumstance or effect results from, arises out of, or relates to:

In addition, for purposes of the Merger Agreement, “Parent Material Adverse Effect” means any event, change, circumstance or effect that, individually or in the aggregate with any other event, change, circumstance or effect, materially impairs, or would reasonably be expected to materially impair, the ability of Parent or Merger Sub to perform their respective obligations under the Merger Agreement or prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

In the Merger Agreement, Trean has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in Trean’s disclosure letter to the Merger Agreement delivered in connection therewith. These representations and warranties relate to, among other things:

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Trean that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

None of the representations and warranties contained in the Merger Agreement survive the consummation of the Merger, other than as set forth in the Merger Agreement.

The Merger Agreement provides that, from December 15, 2022 until the earlier of the Effective Time and the termination of the Merger Agreement, except (i) as may be required by applicable law, (ii) for any actions taken in good faith that Trean determines are necessary or advisable in response to COVID-19 or COVID-19 Measures (subject to certain exceptions), (iii) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (iv) as may be required or expressly permitted by the Merger Agreement, or (v) as set forth in Trean’s disclosure letter, Trean and its subsidiaries (a) will use commercially reasonable efforts to conduct the businesses of Trean and its subsidiaries in the ordinary course, and to the extent consistent therewith, Trean will use commercially reasonable efforts to preserve in all material respects its existing relationships with key customers, suppliers, governmental entities (including insurance regulators) and other persons with which it has material business relations and (b) will not: