[8-K] Hagerty, Inc. Reports Material Event

Rhea-AI Filing Summary

Hagerty, Inc. entered into an underwriting agreement under which the Selling Stockholders sold an aggregate of 9,700,000 shares of Class A common stock and granted the underwriters a 30-day option to purchase up to 1,455,000 additional shares. The shares were offered at a public price of $9.34 per share and the offering closed. The underwriting was led by Keefe, Bruyette & Woods and J.P. Morgan Securities.

The filing attaches the underwriting agreement, a legal opinion from DLA Piper LLP (US), a consent, and a press release regarding pricing. This is a material definitive agreement reflecting a significant secondary sale by existing stockholders.

Positive

• Offering completed: The transaction closed, establishing final pricing at $9.34 per share.
• Underwriting led by major firms: Keefe, Bruyette & Woods and J.P. Morgan Securities served as representatives of the underwriters.
• Documentation filed: Underwriting Agreement, DLA Piper legal opinion, consent, and a press release were attached as exhibits.

Negative

• Large secondary supply: Selling Stockholders sold 9,700,000 shares with a 30-day option for up to 1,455,000 additional shares, increasing shares available for trading.
• Short-term market risk: The size of the offering could exert downward pressure on the stock price in the near term.

Insights

Equity Capital Markets Specialist

TL;DR: Secondary sale of 9.7M Class A shares at $9.34, with a 30-day overallotment option managed by KBW and J.P. Morgan.

The transaction is a marketed secondary offering by identified Selling Stockholders under an underwriting agreement, with exhibits including counsel opinion and a press release. Because the shares are being sold by existing holders, the filing does not indicate a primary capital raise for the company. The underwriting structure and legal opinion are standard market protections. Impactful status: impactful because the size of the sale meaningfully increases shares available for trading.

Securities Analyst

TL;DR: Large secondary supply (9.7M shares plus 1.455M option) creates near-term selling pressure risk despite orderly underwriting.

The offering size and the granted 30-day option are significant relative to typical secondary placements and could increase selling supply in the market. The presence of lead underwriters and customary indemnities suggests the deal was executed in line with market practice, but investors should note the potential for short-term downward pressure on the stock price from increased available shares. Impactful status: impactful due to material volume offered.

false 0001840776 0001840776 2025-08-07 2025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

August 7, 2025

Date of Report (date of earliest event reported)

HAGERTY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40244		86-1213144
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

121 Drivers Edge

Traverse City, Michigan 49684

(Address of principal executive offices and zip code)

(800) 922-4050

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		HGTY		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 1.01 Entry into a Material Definitive Agreement.

On August 7, 2025, Hagerty, Inc. (the “Company”), The Hagerty Group, LLC, Hagerty Holding Corp. and Aldel LLC (Hagerty Holding Corp. and Aldel LLC together, the “Selling Stockholders”) entered in an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. and J.P. Morgan Securities LLC as representatives of the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell an aggregate of 9,700,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and granted the Underwriters a 30-day option to purchase up to an additional 1,455,000 shares (collectively, the “Shares”) of Class A Common Stock (the “Offering”).

The Offering was made pursuant to an effective registration statement previously filed by the Company with the Securities and Exchange Commission (Registration No. 333-261810), at a public offering price per Share of $9.34. The Offering closed on August 11, 2025.

The Underwriting Agreement contains customary representations, warranties and agreements of the parties, conditions to closing, and indemnification obligations of the parties. The foregoing description of the Underwriting Agreement is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the opinion of DLA Piper LLP (US) relating to the validity of the Shares sold in the Offering is filed herewith as Exhibit 5.1.

ITEM 8.01 Other Events

On August 7, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of August 7, 2025, by and among the Company, The Hagerty Group, LLC, Hagerty Holding Corp., Aldel LLC, Keefe, Bruyette & Woods, Inc. and J.P. Morgan Securities LLC as representatives of the several underwriters named therein.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
99.1		Press release regarding pricing of the Offering.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						HAGERTY, INC.
						/s/ Diana M. Chafey
Date: August 11, 2025						Diana M. Chafey
						Chief Legal Officer and Corporate Secretary

FAQ

What did Hagerty (HGTY) announce in this Form 8-K?

The company reported that Selling Stockholders entered into an underwriting agreement to sell 9,700,000 Class A shares and granted a 30-day option for up to 1,455,000 additional shares.

At what price were the shares offered in the HGTY offering?

The public offering price was $9.34 per share.

Who were the underwriters for the Hagerty offering?

The underwriting was led by Keefe, Bruyette & Woods, Inc. and J.P. Morgan Securities LLC as representatives of the underwriters.

When did the offering close?

The offering closed on August 11, 2025, per the Form 8-K.

What exhibits were filed with the Form 8-K?

Exhibits filed include the Underwriting Agreement (Exhibit 1.1), opinion of DLA Piper LLP (US) (Exhibit 5.1), consent (Exhibit 23.1), press release on pricing (Exhibit 99.1), and the Inline XBRL cover page (Exhibit 104).