STOCK TITAN

Hagerty holder sells 10.6M shares at $11.95

A major stockholder in Hagerty completed a fully upsized secondary sale of 10.6 million Class A shares at $11.95, with no proceeds going to the company.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hagerty, Inc. (HGTY) reported that selling stockholder Hagerty Holding Corp. completed a secondary public offering of 10,637,500 shares of Hagerty’s Class A common stock at a public offering price of $11.95 per share. The deal was made under an existing effective shelf registration statement.

The selling stockholder initially agreed to sell 9,250,000 shares and granted underwriters Wells Fargo Securities and J.P. Morgan Securities a 30-day option for up to 1,387,500 additional shares, which was exercised in full. The transaction closed on September 11, 2026. Hagerty will not receive any proceeds; net proceeds to Hagerty Holding Corp. are intended to fund a redemption of a corresponding number of its shares for the benefit of the Kim Hagerty Revocable Trust, with the selling stockholder bearing underwriting discounts and commissions.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Base shares offered 9,250,000 shares Shares of Class A common stock offered by Hagerty Holding Corp.
Underwriters’ option shares 1,387,500 shares Additional Class A shares subject to 30-day option, exercised in full
Total shares sold 10,637,500 shares Aggregate Class A shares sold in the secondary offering
Public offering price $11.95 per share Price to the public for each Class A common share
Registration statement number 333-261810 Effective registration statement used for the offering
Pricing date September 9, 2026 Date the secondary offering was priced
Closing date September 11, 2026 Date the secondary offering closed
secondary offering financial
"Hagerty Announces Pricing of its Upsized Secondary Offering of Class A Common Stock"
A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.
Underwriting Agreement financial
"entered into an underwriting agreement with Wells Fargo Securities, LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
public offering price financial
"at a public offering price of $11.95 per Share"
The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.
prospectus supplement regulatory
"The offering is being made only by means of a prospectus supplement"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
forward-looking statements regulatory
"This press release contains statements that constitute “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Hagerty, Inc. (HGTY) announce in this 8-K?

Hagerty disclosed that selling stockholder Hagerty Holding Corp. completed a secondary public offering of 10,637,500 Class A shares at $11.95 per share, including full exercise of the underwriters’ option, with the offering closing on September 11, 2026.

How many Hagerty (HGTY) shares were sold and at what price?

An aggregate of 10,637,500 Class A common shares of Hagerty were sold at a public offering price of $11.95 per share. This includes the base 9,250,000 shares and 1,387,500 additional shares from the fully exercised underwriters’ option.

Does Hagerty, Inc. (HGTY) receive any proceeds from this offering?

No. Hagerty will not receive any of the proceeds from the sale of Class A common stock. All proceeds go to the selling stockholder, which also bears the underwriting discounts and commissions related to the sale.

Who is the selling stockholder in Hagerty’s (HGTY) secondary offering and how will proceeds be used?

The selling stockholder is Hagerty Holding Corp.. It has advised that net proceeds from the offering will be used to effect a redemption of a corresponding number of its shares for the benefit of the Kim Hagerty Revocable Trust.

Who led the underwriting for the Hagerty (HGTY) secondary offering?

The offering was underwritten by a syndicate led by Wells Fargo Securities and J.P. Morgan Securities as representatives and lead bookrunning managers. Additional bookrunning managers included BMO Capital Markets, Citizens Capital Markets, Keefe, Bruyette & Woods, and Oppenheimer & Co.

When did the Hagerty (HGTY) secondary offering close?

The secondary offering of Hagerty’s Class A common stock closed on September 11, 2026, following pricing on September 9, 2026 and the full exercise of the underwriters’ option to purchase additional shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false 0001840776 0001840776 2026-09-09 2026-09-09
 
 

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

September 9, 2026

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 September 9, 2026, Hagerty, Inc. (the “Company”), The Hagerty Group, LLC, and Hagerty Holding Corp. (the “Selling Stockholder”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and J.P. Morgan Securities LLC as representatives of the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, the Selling Stockholder agreed to sell an aggregate of 9,250,000 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 1,387,500 shares of Class A Common Stock. The Underwriters exercised the option in full, and an aggregate of 10,637,500 shares of Class A Common Stock (the “Shares”) were sold in the offering (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 of $11.95 per Share. The Offering closed on September 11, 2026.

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 September 9, 2026, 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 September 9, 2026, by and among Hagerty, Inc., The Hagerty Group, LLC, Hagerty Holding Corp., Wells Fargo Securities, LLC, and J.P. Morgan Securities LLC.
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: September 11, 2026       Diana M. Chafey
      Chief Legal Officer and Corporate Secretary

Exhibit 99.1

For Immediate Release

Hagerty Announces Pricing of its Upsized Secondary Offering of Class A Common Stock

TRAVERSE CITY, Michigan, September 9, 2026/PRNewswire/ – Hagerty, Inc. (NYSE: HGTY) (“Hagerty”), a business that makes it easier and more enjoyable to be a driving enthusiast, announced the pricing of its secondary offering, upsized to 9,250,000 shares of Hagerty’s Class A Common Stock, being offered by Hagerty Holding Corp. (“HHC” or the “Selling Stockholder”) at a price to the public of $11.95 per share. In connection with the offering, the Selling Stockholder also granted the underwriters a 30-day option to purchase up to an additional 1,387,500 shares of Hagerty’s Class A Common Stock. The offering is expected to close on or about September 11, 2026, subject to the satisfaction of customary closing conditions.

Hagerty will not receive any of the proceeds from the sale of the shares of its Class A Common Stock offered by the Selling Stockholder, and the Selling Stockholder will bear the underwriting discounts and commissions associated with the sale of such shares. HHC has advised us that the net proceeds from the sale of its shares in this offering will be used to effect a redemption, for the benefit of the Kim Hagerty Revocable Trust, of a corresponding number of its HHC shares. Wells Fargo Securities and J.P. Morgan are acting as representatives of the underwriters and lead bookrunning managers of the offering. BMO Capital Markets, Citizens Capital Markets, Keefe, Bruyette & Woods, A Stifel Company, and Oppenheimer & Co. are acting as additional bookrunning managers of the offering.

The offering is being made only by means of a prospectus supplement and the accompanying base prospectus. When available, copies of the final prospectus supplement and accompanying base prospectus may be obtained for free by visiting EDGAR on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. Alternatively, Hagerty, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or by email at WFScustomerservice@wellsfargo.com, or J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

A registration statement relating to these securities has been filed with, and declared effective by, the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements provided, other than statements of historical fact, are forward-looking statements, including those relating to the satisfaction of closing conditions, the closing of the offering, and the underwriters’ option to purchase additional shares. The words “anticipate,” “expect,” “intend,” “may,” “will,” “would,” “could,” and similar expressions, and the negative of these expressions, are intended to identify forward-looking statements.

Hagerty has based these forward-looking statements largely on current expectations about future events, which may not materialize. Actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. These factors include, among other things, Hagerty’s ability to: (i) compete effectively within Hagerty’s industry and attract and retain Hagerty’s insurance policyholders and paid Hagerty Drivers Club subscribers; (ii) maintain key strategic relationships with Hagerty’s insurance distribution and underwriting carrier partners; (iii) prevent, monitor, and detect fraudulent activity; (iv) manage risks associated with disruptions, interruptions, outages or other issues with Hagerty’s technology platforms or Hagerty’s use of third-party services; (v) accelerate the adoption of Hagerty’s membership and marketplace products and services, as well as any new insurance programs and products Hagerty offers; (vi) successfully implement the fronting arrangement consummated with Markel Group Inc. and realize the anticipated benefits while also managing the increased exposure to underwriting volatility, catastrophes, reinsurance counterparty risk, and legal, compliance, and regulatory risks resulting from the shift to Hagerty’s wholly owned subsidiary, Hagerty Reinsurance Limited, assuming 100% of the risk for policies written through this arrangement; (vii) underwrite and price new products, including Enthusiast+, consistent with expected loss ratios and risk tolerances; (viii) execute Broad Arrow Group, Inc.’s private sale, auction, and financing strategies; (ix) complete acquisitions or investments, such as the


acquisition of Bennetts Motorcycling Services Limited, on the expected terms or timeline, or at all, or realize the anticipated benefits of these acquisitions and investments, including expected earnings enhancements and synergies; (x) manage the cyclical nature of the insurance business and broader macroeconomic conditions, including inflation, interest rates, and potential recessionary pressures; (xi) achieve Hagerty’s investment objectives and avoid losses in Hagerty’s investment portfolio; (xii) address unexpected increases in the frequency or severity of claims, including catastrophe losses; and (xiii) comply with the numerous laws and regulations applicable to Hagerty’s business, including without limitation state, federal, and foreign laws relating to insurance and rate increases, privacy and cybersecurity, marketing and advertising, digital services, accounting matters, tax, anti-money laundering, and economic sanctions.

The forward-looking statements herein represent the views of Hagerty as of the date of this release and Hagerty undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise.

About Hagerty, Inc. (NYSE: HGTY)

Hagerty is a company built by drivers for drivers, protecting 3.0 million vehicles in the United States, Canada and the UK. We make it easier and more enjoyable for car enthusiasts to drive and celebrate the vehicles they love through innovative vehicle insurance products, live and digital auctions, engaging media and events, and the Hagerty Drivers Club, the world’s largest membership community of car lovers.

For more information, please visit www.hagerty.com or www.newsroom.hagerty.com. Never Stop Driving®.

Hagerty Investor Contact: investor@hagerty.com

Hagerty Media Contact: press@hagerty.com

Category: Financial

Source: Hagerty

Filing Exhibits & Attachments

6 documents

Keep reading