Hagerty holder to sell 8.25M Class A shares

A major stockholder of Hagerty, Inc. plans a sizable secondary sale of Class A shares, with no proceeds going to the company.

Rhea-AI Filing Summary

Hagerty, Inc. (HGTY) announced that its controlling stockholder, Hagerty Holding Corp., plans an underwritten secondary public offering of 8,250,000 shares of Hagerty’s Class A common stock. The selling stockholder also plans to grant underwriters a 30-day option to purchase up to 1,237,500 additional shares.

Hagerty states it will not receive any proceeds from this sale; all proceeds go to the selling stockholder. Hagerty Holding Corp. expects to use the net proceeds to redeem a corresponding number of its shares for the benefit of the Kim Hagerty Revocable Trust. The selling stockholder will bear the underwriting discount, while Hagerty will bear remaining offering expenses. Wells Fargo Securities and J.P. Morgan are acting as lead bookrunning managers under an effective SEC registration statement.

Filing Explained

The September 9 8-K reports that the secondary offering has commenced, but expressly says the notice does not itself constitute a sale; this filing therefore establishes an initiated offering, not a completed sale.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Secondary shares offered: 8,250,000 shares Underwriters’ option shares: 1,237,500 shares Underwriters’ option period: 30 days +1 more

4 metrics

Secondary shares offered 8,250,000 shares Class A common stock to be sold by Hagerty Holding Corp. in the secondary public offering

Underwriters’ option shares 1,237,500 shares Additional Class A shares subject to a 30-day option granted to underwriters

Underwriters’ option period 30 days Duration of option for underwriters to purchase additional Hagerty Class A shares

Vehicles protected 3,000,000 vehicles Vehicles protected by Hagerty in the United States, Canada and the UK

Key Terms

secondary public offering, underwritten secondary public offering, registration statement, prospectus supplement, +1 more

5 terms

secondary public offering financial

"intends to offer 8,250,000 shares of Hagerty’s Class A Common Stock in an underwritten secondary public offering"

A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.

underwritten secondary public offering financial

"shares of Hagerty’s Class A Common Stock in an underwritten secondary public offering"

An underwritten secondary public offering is a sale of existing shares by current shareholders that an investment bank agrees to buy and resell to the public, guaranteeing the seller will get a set price. Investors care because it increases the number of shares available for trading, which can put downward pressure on the stock and change ownership stakes, but the underwriter’s guarantee also reduces the risk that the sale will fail.

registration statement regulatory

"Hagerty has filed a registration statement (including a prospectus) that has been declared effective"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"including a prospectus supplement, when available, that Hagerty has filed with the SEC"

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” within the meaning"

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

What secondary offering did Hagerty, Inc. (HGTY) announce?

Hagerty, Inc. reported that Hagerty Holding Corp. intends to sell 8,250,000 shares of Hagerty’s Class A common stock in an underwritten secondary public offering, with an additional 30-day option for underwriters to buy up to 1,237,500 more shares.

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

No. Hagerty states it will not receive any proceeds from the sale of Class A common stock by Hagerty Holding Corp.; all proceeds go to the selling stockholder, which will also bear the underwriting discount attributable to its sale.

How will the selling stockholder use the proceeds from the HGTY secondary offering?

Hagerty Holding Corp. has advised that net proceeds from selling its Hagerty Class A shares will be used to redeem a corresponding number of its own shares for the benefit of the Kim Hagerty Revocable Trust.

Who are the underwriters for the Hagerty (HGTY) secondary offering?

Wells Fargo Securities and J.P. Morgan are identified as representatives of the underwriters and lead bookrunning managers for the Hagerty Class A common stock secondary public offering.

Under what SEC registration has Hagerty (HGTY) registered this secondary offering?

Hagerty states it has filed a registration statement (including a prospectus) that has been declared effective by the SEC for the offering, with additional details to be provided in a prospectus supplement and related SEC filings.

How many vehicles does Hagerty (HGTY) currently protect?

Hagerty reports protecting 3.0 million vehicles across the United States, Canada and the UK through its insurance and enthusiast-focused products and services.

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

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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 7.01 Regulation FD Disclosure.

On September 9, 2025, Hagerty, Inc. (the “Company”) issued a press release announcing the commencement of a secondary public offering (the “Offering”) of shares of its Class A Common Stock, offered by Hagerty Holding Corp. A copy of the Company’s press release announcing the Offering is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any 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. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release
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 9, 2026						Diana M. Chafey
						Chief Legal Officer and Corporate Secretary

Exhibit 99.1

For Immediate Release

Hagerty Announces Secondary Offering of its 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 that Hagerty Holding Corp. (“HHC” or the “Selling Stockholder”) intends to offer 8,250,000 shares of Hagerty’s Class A Common Stock in an underwritten secondary public offering. In connection with the offering, the Selling Stockholder also intends to grant the underwriters a 30-day option to purchase up to an additional 1,237,500 shares of Hagerty’s Class A Common Stock.

Hagerty will not receive any proceeds from the sale of shares of its Class A Common Stock by the Selling Stockholder. The Selling Stockholder will bear the underwriting discount attributable to its sale of the Class A Common Stock, and Hagerty will bear the remaining expenses. 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.

Hagerty has filed a registration statement (including a prospectus) that has been declared effective with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents, including a prospectus supplement, when available, that Hagerty has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s 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.

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 offering, including the timing and size of the offering and the grant of the option to purchase additional shares. The words “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” “contemplate,” 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 judgment of Hagerty as of the date of this release and Hagerty disclaims any intent or obligation to publicly update or review 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

4 documents

Press Releases

• EX-99.1 EX-99.1 10.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB