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Hagerty secondary offering closes at $14.85 a share

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Form Type
8-K

Rhea-AI Filing Summary

Hagerty, Inc. (HGTY) reported that Hagerty Holding Corp., the selling stockholder, agreed to sell 10,000,000 shares of Hagerty Class A common stock at $14.85 per share in a secondary offering. The selling stockholder also granted the underwriters a 30-day option to purchase up to 1,500,000 additional shares. The offering closed on November 12, 2026.

Hagerty will receive none of the proceeds from the sale, and the selling stockholder will bear the underwriting discounts and commissions.

Filing Explained

The offering closed on November 12, 2026; Hagerty says Hagerty Holding Corp. will use its net proceeds to redeem a corresponding number of its shares for the benefit of the Kim Hagerty Revocable Trust.

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.
Secondary offering shares 10,000,000 shares Shares Hagerty Holding Corp. agreed to sell
Public offering price $14.85 per share Price for the shares in the secondary offering
Underwriters’ option Up to 1,500,000 shares Option granted for 30 days
Option period 30 days Period for the underwriters’ option to purchase additional shares
secondary offering financial
"pricing of its secondary offering"
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 discounts and commissions financial
"bear the underwriting discounts and commissions"
Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.
lead bookrunning managers financial
"acting as additional bookrunning managers"
registration statement regulatory
"A registration statement relating to these securities"
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.
forward-looking statements financial
"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.

How many HGTY shares were sold and at what price?

Hagerty Holding Corp. agreed to sell 10,000,000 Class A shares at $14.85 per share; it also granted the underwriters a 30-day option to purchase up to 1,500,000 additional shares.

Does Hagerty receive proceeds from the HGTY secondary offering?

Hagerty will receive none of the proceeds. Hagerty Holding Corp. said net proceeds from its shares will be used to redeem a corresponding number of its shares for the benefit of the Kim Hagerty Revocable Trust.

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

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false 0001840776 0001840776 2026-11-10 2026-11-10
 
 

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

November 10, 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 November 10, 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 J.P. Morgan Securities LLC and Wells Fargo 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 10,000,000 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 1,500,000 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 $14.85. The Offering closed on November 12, 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 November 10, 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 November 10, 2026, by and among Hagerty, Inc., The Hagerty Group, LLC, Hagerty Holding Corp., J.P. Morgan Securities LLC and Wells Fargo 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: November 12, 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, November 10, 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 10,000,000 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 $14.85 per share. In connection with the offering, the Selling Stockholder also granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of Hagerty’s Class A Common Stock. The offering is expected to close on or about November 12, 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. J.P. Morgan and Wells Fargo Securities 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 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, or 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.

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 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 on the expected


terms or timeline, or at all, and realize the benefits of such acquisitions and investments, including expected earnings enhancements and synergies, including those anticipated from the recently completed acquisition of Bennetts Motorcycling Services Limited; (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 3.1 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

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