SEC Form 4 · accession 0001104659-26-107145
Hagerty, Inc. · HGTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hagerty Holding Corp.
10% Owner
Period of report
Sep 9, 2026
Accepted (ET)
Sep 11, 2026 · 6:15 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001840776
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Sep 9, 2026 | C | 9,250,000 | — | A | 9,250,000 | D | |
| Class A Common Stock | Sep 9, 2026 | S | 9,250,000 | $11.472 | D | 0 | D | |
| Class A Common StockF2 | Sep 11, 2026 | C | 1,387,500 | — | A | 1,387,500 | D | |
| Class A Common Stock | Sep 11, 2026 | S | 1,387,500 | $11.472 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class V Common StockF1,F3 | — | Sep 9, 2026 | C | 9,250,000 | D | — | — | Class A Common Stock | 9,250,000 | 157,302,156 | D |
| Class V Common StockF2,F3 | — | Sep 11, 2026 | C | 1,387,500 | D | — | — | Class A Common Stock | 1,387,500 | 155,914,656 | D |
Explanation of responses
- F19,250,000 shares of Class A Common Stock were issued to the Reporting Person in exchange for an equal number of Paired Interests (as defined below) that were surrendered by the Reporting Person pursuant to the Amended and Restated Exchange Agreement, dated as of December 2, 2021 and amended and restated as of March 23, 2022 (the "Exchange Agreement"), among the Issuer, The Hagerty Group, LLC ("OpCo"), the Reporting Person, Markel Corporation ("Markel") and each of the Reporting Person's and Markel's Qualified Transferees (as defined therein). Each "Paired Interest" consists of one share of Class V Common Stock of the Issuer and one unit of limited liability company interest of OpCo and may be surrendered by the Reporting Person pursuant to the Exchange Agreement in exchange for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, cash.
- F21,387,500 shares of Class A Common Stock were issued to the Reporting Person in exchange for an equal number of Paired Interests that were surrendered by the Reporting Person pursuant to the Exchange Agreement.
- F3Each Paired Interest has no expiration date and may be surrendered by the Reporting Person pursuant to the Exchange Agreement in exchange for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, cash.