Hagerty (NYSE: HGTY) 2025 earnings jump as it plans Markel shift and 2026 loss
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Hagerty, Inc. reported strong 2025 results with Total Revenue of
The insurance business remained highly profitable, with a full-year Loss Ratio of
For 2026, Hagerty guides to Written Premium growth of
Positive
- Exceptional 2025 profitability and growth: Total Revenue rose
17% to$1,456 million , Net Income increased91% to$149 million , and Adjusted EBITDA grew46% to$237 million , supported by a strong39.3% Loss Ratio and86.6% Combined Ratio at Hagerty Re. - Strong member and marketplace expansion: Hagerty added 371,000 new insurance members, reaching about 1.68 million policies in force and 2.82 million vehicles, while Marketplace revenue climbed
119% to$119 million with European auction and private-sales growth.
Negative
- Guided GAAP net loss in 2026 from Markel transition: Despite expected Written Premium growth of
15%–16% , Hagerty projects a 2026 Net Loss of$(51)–$(41) million , driven by approximately$190 million of transitional, non-cash costs tied to the Markel Fronting Arrangement. - Reported revenue expected to decline in 2026: Total Revenue is guided down
12%–11% as Markel-related commission revenue and corresponding ceding commission expense are eliminated, complicating period-to-period comparisons even though underlying profitability (Adjusted EBITDA) is guided roughly flat to slightly higher.
Insights
Hagerty posts standout 2025, but 2026 GAAP loss guided from Markel restructuring.
Hagerty delivered robust 2025 growth: Total Revenue reached
Strategically, shifting the Markel partnership to a 100% quota share from
Guidance highlights this accounting and economic transition: 2026 Written Premium is expected to grow
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
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
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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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||
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 2.02 Results of Operations and Financial Condition
On February 26, 2026, Hagerty, Inc. (the "Company") announced its financial results for the fiscal quarter and year ended December 31, 2025 by issuing a letter to its stockholders and a press release. The Company will also be holding a conference call on February 26, 2026 to discuss its financial results for the year ended December 31, 2025. The full text of the Company's letter to its stockholders and press release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
ITEM 7.01 Regulation FD Disclosure
On February 26, 2026, the Company posted to the investor relations page of its website an investor presentation expected to be used by the Company in connection with certain future presentations to investors and others. A copy of the investor presentation is attached as Exhibit 99.3 to this Current Report on Form 8-K.
The Company uses its investor relations website as a means of disclosing material non-public information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company's investor relations website in addition to following its press releases, SEC filings and public conference calls and webcasts.
The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed to be "filed" for the 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, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Letter to Stockholders, dated February 26, 2026 | |||||||
| 99.2 | Press Release, dated February 26, 2026 | |||||||
| 99.3 | Investor Presentation, dated February 26, 2026 | |||||||
| 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: February 26, 2026 | Diana M. Chafey | |||||||
| Chief Legal Officer | ||||||||
STOCKHOLDER LETTER Q4 2025
People who drive 1960s and 1970s muscle cars know how great third gear feels. That’s where the car pulls strongly, with the power building and the road flowing toward you. That is exactly how Hagerty feels today: pulling hard in third and ready to upshift into fourth for a long, satisfying straightaway. For us, 2025 was a year of investing for the future while delivering in the present. We grew the top line by 17% and achieved record profitability with net income growth of 91%—proof that the flywheel we’ve been building is now spinning faster and more efficiently as we look toward our 2030 ambitions. Our goal is bold but simple: double policies in force to 3 million, and 2025 puts us firmly on that trajectory. Reaching that goal will take more than momentum, however. It will require clarity and discipline. Our strategy is grounded in a simple truth: growth only matters when it’s high quality, sustainable, and deeply member‑focused. That means maintaining underwriting discipline and delivering a stable, predictable combined ratio below 90% year-after-year. We’re not chasing volume for volume’s sake. Instead, we’re building deliberately - risk by risk, member by member - so that every decision strengthens the company and positions us for the long haul. Dear Hagerty Stockholders, Members and One Team Hagerty, STOCKHOLDER LETTER Shifting Into Fourth Gear ON THE COVER: 1969 Porsche 911E—Best enjoyed with salt air and curves. PHOTOGRAPHER: JAMES LIPMAN HAGERTY Q4 2025 | 2
HAGERTY Q4 2025 | 3 2025 highlights Looking back on 2025, a few highlights stand out as especially important “upshifts” in our journey: • We posted record new business growth and made meaningful progress toward our 3 million policy-in-force target by adding 371,000 new members. Even better, we expect that more and more of our new business going forward will come from what we call “the rising generations” of younger car enthusiasts. Gen X and Millennials covet the cool ‘80s and ‘90s enthusiast vehicles they were surrounded by in their teenage years just as much as the Boomers waxed nostalgic for muscle cars from the ‘60s and ‘70s. We will be there to help insure, buy/sell and enjoy their special car. • Our omni-channel strategy delivered strong results from both direct and partner channels, including a growing contribution from State Farm as the Classic + program was rolled out to 27 states and we converted policies in seven of those states. • We announced a new partnership with Liberty Mutual and Safeco, which we expect to become yet another growth driver as we move into 2027. • We invested in our Insurance Distribution team to position us for additional partnerships and more efficient utilization of the massive agent/broker network. • We launched Enthusiast+ on our Duck Creek platform in Colorado. This new insurance product was modeled after our Flex product to capture more of the inbound quote flow from enthusiasts looking to insure their late-model collectibles. • We continued to build out our European marketplace team, delivering three successful auctions in Switzerland, Belgium and Italy—key steps that have established Broad Arrow Auctions as the solid No. 2 player on the global stage with more than $624 million in total transaction value across auctions, private sales and financing activity in 2025. This represents 119% growth over 2024. Our Private Sales business has built an outstanding reputation as the trusted brand to help connect top collectors with highly significant cars. • And we successfully renegotiated our Markel arrangement to capture 100% of the premium through the new fronting arrangement. This will lead to increased control and stronger profitability beginning in 2026. (More on this below.) Each of these achievements reflects the same underlying theme: thoughtful investment, member-focused innovation, and disciplined execution. And when taken together, they create the flywheel that efficiently fuels our long-term growth engine.
Looking ahead to 2026 So what comes next? In a word: compounding. In 2026, the plan is for more compounding profit growth and more compounding reinvestment back into our member-centric model. We expect 2026 will be another year of mid-teens written premium growth and underlying margin expansion. That is the hallmark of a business that is scaling well—doing more and doing it efficiently and effectively. Several forces will support that outlook. Our ongoing technology investments position us to improve the member experience and streamline our cost structure. The State Farm rollout will continue across the majority of the remaining states with the balance following in 2027. When it’s all said and done, we’ll convert roughly half a million policies to the new State Farm Classic+ program, fueled by Hagerty. You will also see changes in how our financial results appear, reflecting our previously announced arrangement with Markel, whereby we will assume 100% of the underwriting and investment economics on January 1st, 2026, while paying a fronting fee of ~2%. By controlling premiums from our steady, high-quality insurance operations, this change will boost underwriting profits by 25%. Although our new contractual arrangements with Markel will result in different accounting, it will not change the underlying profit growth trajectory as we invest in our members and consumer- friendly products to make sure we are able to protect more of our 36 million target market. Upshifting for the long haul If you zoom out and look at our 3-year trajectory since 2022, the numbers tell an impressive story of compounding growth, consistent margin expansion and very high rates of profit growth. But these three years are just a minute relative to what we aim to do over the next decade. It is the story of a great company that is ready to become larger, more global and more technologically savvy, yet retain what has made us so special to 1.7 million members today. One Team Hagerty comprises a passionate group of car lovers who have built a business to better serve the 67 million auto enthusiasts with authenticity. We are grateful to have you with us on this journey. As always, I want to thank One Team Hagerty. Your hard work and dedication to our mission is what positions us so well as we shift into fourth gear. Until next quarter, keep on driving. McKeel Hagerty CEO and Chairman HAGERTY Q4 2025 | 4
For Immediate Release
Hagerty Reports Full Year 2025 Results
Provides 2026 Growth Outlook
Full year 2025 Highlights
•Total Revenue increased 17% to $1,456 million
•Written Premium increased 14% to $1,194 million
•Added a record 371,000 new members in 2025
•Marketplace revenue increased 119% to $119 million
•Income before taxes increased 49% to $139 million
•Net Income increased 91% to $149 million
•Adjusted EBITDA increased 46% to $237 million
•Basic and Diluted Earnings Per Share was $0.41 and $0.37, respectively
•2026 Outlook for sustained Written Premium growth of 15% to 16%
TRAVERSE CITY, MI, February 26, 2026 /PRNewswire/ – Hagerty, Inc. (NYSE: HGTY), an automotive enthusiast brand and leading specialty vehicle insurance provider, announced today financial results for the three and twelve months ended December 31, 2025.
“2025 was a standout year for Hagerty, defined by accelerating momentum and record new business count. Top-line gains of 17% were fueled by written premium growth of 14%, and we efficiently converted this revenue into a 91% surge in net income. We also reinvested significantly in our business, including our technology transformation, the launch of Enthusiast+, the roll-out of State Farm to 27 states, as well as our Marketplace expansion into Europe,” said McKeel Hagerty, Chief Executive Officer and Chairman of Hagerty.
“In 2026, we will continue to invest back into our member-centric model to drive durable, compounding growth, with written premiums expected to increase 15% to 16%. 2026 also marks a major milestone for Hagerty as we move to a 100% quota share with our long-term partner, Markel. We believe this evolution, combined with our technology-led efficiency initiatives, positions us to generate even higher rates of underlying profit growth and cash flow for our shareholders over the coming years,” added Mr. Hagerty.
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FOURTH QUARTER AND FULL YEAR 2025 FINANCIAL HIGHLIGHTS
•Fourth quarter 2025 Total Revenue increased 19% year-over-year to $357 million, and full year 2025 Total Revenue increased 17% year-over-year to $1,456 million
•Fourth quarter 2025 Written Premium increased 19% year-over-year to $259 million, and full year 2025 Written Premium increased 14% year-over-year to $1,194 million
•Fourth quarter 2025 Commission and fee revenue increased 18% year-over-year to $106 million, and full year 2025 Commission and fee revenue increased 15% year-over-year to $486 million
•Policies in Force Retention was 88.7% as of December 31, 2025 compared to 89.0% in the prior year period, and total insured vehicles increased 9% year-over-year to 2.8 million
•Fourth quarter 2025 Earned Premium increased 14% year-over-year to $193 million, and full year 2025 Earned Premium increased 13% year-over-year to $727 million
•Fourth quarter 2025 Marketplace revenue increased 80% year-over-year to $29 million, and full year 2025 Marketplace revenue increased 119% year-over-year to $119 million
•The increase was primarily due to growth in private sales and additional auctions with the Company’s expansion into Europe
•Fourth quarter 2025 Membership and other revenue increased 8% year-over-year to $19 million, and full year 2025 Membership and other revenue increased 4% year-over-year to $82 million
•Hagerty Drivers Club (HDC) paid members increased 6% year-over-year to approximately 930,000 compared to 876,000
•Fourth quarter 2025 Net investment income was $10 million, an increase of 7% year-over-year.
•Fourth quarter 2025 Income before taxes increased 186% year-over-year to $40 million, and full year 2025 Income before taxes increased 49% year-over-year to $139 million
•Fourth quarter 2025 Income before tax margin increased by approximately 650 bps, and full year 2025 margin increased by approximately 200 bps compared to the prior year periods
•Fourth quarter 2025 Loss Ratio was 31.4% compared to 42.8% in the prior year period. Full year 2025 Loss Ratio was 39.3% compared to 46.4% in the prior year period
•Full year 2025 Combined Ratio for Hagerty Re was 86.6% compared to 94.1% in the prior year period
•Fourth quarter 2025 and full year 2025 loss expense includes a $21 million reduction in reserves, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience (10.6 percentage points impact to combined ratio in the fourth quarter and 2.8 percentage points for the full year)
•Full year 2025 Salary and benefits increased 19% due to higher accrued incentive compensation reflecting stronger performance in 2025 compared to the prior year period when accruals were negatively impacted by hurricane activity
•Full year 2025 General and administrative expenses increased 15% due to an increase in professional fees related to the secondary offering, the Markel Fronting Arrangement and Marketplace expansion into Europe, as well as software-related costs
•Full year 2025 Depreciation and amortization was $38 million compared to $39 million in the prior year period
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•Full year 2025 Interest expense and other, net was $41 million of expense, which included a $32 million expense related to a change in our TRA liability and $8 million of interest expense.
•Fourth quarter 2025 Net Income increased 238% year-over-year to $29 million, and full year 2025 Net Income increased 91% year-over-year to $149 million
•Fourth quarter Income tax expense of $11 million, and full year 2025 Income tax benefit of $10 million which included the release of a portion of the valuation allowance against our deferred tax assets which decreased taxes by $42 million for the year.
•Fourth quarter 2025 Adjusted EBITDA (a non-GAAP measure) increased 97% year-over-year to $57 million, and full year 2025 Adjusted EBITDA increased 46% year-over-year to $237 million
•Fourth quarter 2025 Adjusted Earnings Per Share (a non-GAAP measure) was $0.08, and full year 2025 Adjusted Earnings Per Share was $0.37
•Fourth quarter 2025 Basic and Diluted Earnings Per Share were $0.06, and full year 2025 Basic and Diluted Earnings Per Share was $0.41 and $0.37, respectively
•The Company ended the quarter with $160 million of unrestricted cash and $178 million of total debt, $68 million of which was back leverage for Broad Arrow Capital’s portfolio of loans collateralized by collector cars
The definitions and reconciliations of non-GAAP financial measures are provided under the heading Key Performance Indicators and Certain Non-GAAP Financial Measures at the end of this press release.
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2026 OUTLOOK - SUSTAINED COMPOUNDING GROWTH
We believe 2026 is on track to be another great year for Hagerty as our team executes on our long-term plan to deliver compounding premium growth through investing in our long-term competitive advantages with a member-centric approach. In 2026, we will move to a 100% quota share arrangement with our long-term partner, Markel, where we retain 100% of the premium and risk from our high quality, low volatility underwriting. We also remain focused on delivering this growth more efficiently through the benefits of scale, continued cost discipline, and investments in our technology platform.
•For full year 2026, Hagerty anticipates:
◦Written Premium growth of 15% to 16%
◦Total Revenue change of (12)% to (11)%, as Markel related commission revenue is eliminated under the new fronting arrangement1
◦Net Income of $(51) million to $(41) million, including ~$190 million of pre-tax Markel fronting arrangement transition costs2
◦Adjusted EBITDA of $236 million to $247 million
| 2026 Outlook ($) | 2026 Outlook (%) | ||||||||||||||||||||||||||||
| in thousands | 2025 Results | Low End | High End | Low End | High End | ||||||||||||||||||||||||
| Total Written Premium | $1,193,548 | $1,373,000 | $1,385,000 | 15% | 16% | ||||||||||||||||||||||||
Total Revenue1 | $1,456,389 | $1,280,000 | $1,300,000 | (12)% | (11)% | ||||||||||||||||||||||||
Net Income (Loss)2, 3 | $149,225 | $(51,000) | $(41,000) | N/M | N/M | ||||||||||||||||||||||||
Adjusted EBITDA4 | $236,791 | $236,000 | $247,000 | —% | 4% | ||||||||||||||||||||||||
1 Revenue guidance reflects the accounting impact of the Markel Fronting Arrangement. Beginning in 2026, we now control the Markel book of business with the benefit of our MGA services received by Hagerty Re and not Markel. As a result commission revenue and the associated ceding commission expense for policies issued through the Markel Fronting Arrangement will be eliminated in consolidation. Although we expect the arrangement to result in increased profitability (as reflected in Adjusted EBITDA), reported commission revenue and ceding commission expense will be significantly lower than prior periods, affecting period-to-period comparability. 2025 commission revenue associated with our alliance agreement with Markel was $437 million and ceding commission expense related to the Company’s reinsurance quota share agreement with Markel was $344 million in 2025.
2 The projected Net Loss includes approximately $190 million of transitional, non-cash costs related to the Markel Fronting Arrangement representing deferred ceding commissions paid to Markel in 2025 for policies written prior to January 1, 2026, which will be fully amortized ratably over the remaining term of those policies throughout 2026. This amortization will decline from approximately $90 million in Q1 2026 to approximately $10 million in Q4 2026 as 2025 policies expire. Excluding these transitional costs, we expect 2026 to reflect underlying profitability improvement.
3 Full year 2025 Net Income includes (i) the benefit from the $42 million release of a portion of our valuation allowance, partially offset by a $32 million loss related to the change in value of the TRA liability; and (ii) a $21 million reduction in reserves in the fourth quarter, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience.
4 See Non-GAAP Financial Measures below for additional information regarding this non-GAAP financial measure.
N/M = Not meaningful
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Conference Call Details
Hagerty will hold a conference call to discuss the financial results on Thursday, February 26, 2026 10:00 am Eastern Time. A webcast of the conference call, including its Investor Presentation highlighting full year 2025 financial results, will be available on Hagerty’s investor relations website at investor.hagerty.com. The dial-in for the conference call is (877) 423-9813 (toll-free) or (201) 689-8573 (international). Please dial the number 10 minutes prior to the scheduled start time.
A webcast replay of the call will be available at investor.hagerty.com following the call.
Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. All statements we provide, other than statements of historical fact, are forward-looking statements, including those regarding Hagerty’s future operating results and financial position, Hagerty’s business strategy and plans, products, services, and technology implementations, market conditions, growth and trends, expansion plans and opportunities, and Hagerty’s objectives for future operations. 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 negatives 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 insurance policyholders and paid Hagerty Drivers Club ("HDC") 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 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 offered; (vi) successfully implement the fronting arrangement consummated with Markel 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 Re 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’s private sale, auction, and financing strategies; (ix) manage the cyclical nature of the insurance business and broader macroeconomic conditions, including inflation, interest rates, and potential recessionary pressures; (x) achieve Hagerty’s investment objectives and avoid losses in the investment portfolio; (xi) address unexpected increases in the frequency or severity of claims, including catastrophe losses; and (xii) comply with 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 in this release represent Hagerty’s views as of the date hereof. You should not rely on forward-looking statements as predictions of future events. We operate in a very competitive and rapidly changing environment and new risks emerge from time to time. This presentation should be read in conjunction with the information included in filings with the SEC and press releases. Understanding the information contained in these filings is important in order to fully understand Hagerty’s reported financial results and business outlook for future periods. In addition, this presentation contains certain “non-GAAP financial measures”. The non-GAAP measures are presented for supplemental informational purposes only. These financial measures are not recognized measures under GAAP and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Reconciliations to the most directly comparable financial measure calculated and presented in accordance with GAAP are provided in the appendix to this presentation.
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About Hagerty, Inc. (NYSE: HGTY)
Hagerty is a company built by drivers for drivers, protecting 2.8 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 machines 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: Jay Koval, investor@hagerty.com
Hagerty Media Contact: Andrew Heller, aheller@hagerty.com
Category: Financial
Source: Hagerty
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Hagerty, Inc.
Consolidated Statements of Operations
| Three months ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| REVENUES: | in thousands (except percentages and per share amounts) | |||||||||||||||||||||||||
| Commission and fee revenue | $ | 105,699 | $ | 89,423 | $ | 16,276 | 18.2 | % | ||||||||||||||||||
| Earned premium, net | 192,547 | 168,407 | 24,140 | 14.3 | % | |||||||||||||||||||||
| Marketplace revenue | 28,871 | 16,048 | 12,823 | 79.9 | % | |||||||||||||||||||||
| Membership and other revenue | 19,274 | 17,853 | 1,421 | 8.0 | % | |||||||||||||||||||||
| Net investment income | 10,022 | 9,329 | 693 | 7.4 | % | |||||||||||||||||||||
| Net investment gains | 913 | 412 | 501 | 121.6 | % | |||||||||||||||||||||
| Total revenue | 357,326 | 301,472 | 55,854 | 18.5 | % | |||||||||||||||||||||
| EXPENSES: | ||||||||||||||||||||||||||
| Losses and loss adjustment expenses | 60,425 | 72,078 | (11,653) | (16.2) | % | |||||||||||||||||||||
| Ceding commissions, net | 89,405 | 79,842 | 9,563 | 12.0 | % | |||||||||||||||||||||
| Sales expense | 58,524 | 43,732 | 14,792 | 33.8 | % | |||||||||||||||||||||
| Salaries and benefits | 72,312 | 60,462 | 11,850 | 19.6 | % | |||||||||||||||||||||
| General and administrative expenses | 25,313 | 20,432 | 4,881 | 23.9 | % | |||||||||||||||||||||
| Depreciation and amortization | 9,790 | 9,147 | 643 | 7.0 | % | |||||||||||||||||||||
| Interest expense and other, net | 1,857 | 1,878 | (21) | (1.1) | % | |||||||||||||||||||||
| Total expenses | 317,626 | 287,571 | 30,055 | 10.5 | % | |||||||||||||||||||||
| INCOME BEFORE TAXES | 39,700 | 13,901 | 25,799 | 185.6 | % | |||||||||||||||||||||
| Income tax expense | (11,141) | (5,461) | (5,680) | (104.0) | % | |||||||||||||||||||||
| NET INCOME | 28,559 | 8,440 | 20,119 | 238.4 | % | |||||||||||||||||||||
| Net income attributable to non-controlling interest | (19,733) | (5,335) | 14,398 | 269.9 | % | |||||||||||||||||||||
| Accretion of Series A Convertible Preferred Stock | (1,902) | (1,875) | 27 | 1.4 | % | |||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS | $ | 6,924 | $ | 1,230 | $ | 5,694 | 462.9 | % | ||||||||||||||||||
| Earnings per share of Class A Common Stock: | ||||||||||||||||||||||||||
| Basic | $ | 0.06 | $ | 0.01 | ||||||||||||||||||||||
| Diluted | $ | 0.06 | $ | 0.01 | ||||||||||||||||||||||
| Weighted average shares of Class A Common Stock outstanding: | ||||||||||||||||||||||||||
| Basic | 100,570 | 90,032 | ||||||||||||||||||||||||
| Diluted | 102,321 | 90,032 | ||||||||||||||||||||||||
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Hagerty, Inc.
Consolidated Statements of Operations
| Year ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| REVENUES: | in thousands (except percentages and per share amounts) | |||||||||||||||||||||||||
| Commission and fee revenue | $ | 486,376 | $ | 423,240 | $ | 63,136 | 14.9 | % | ||||||||||||||||||
| Earned premium, net | 726,726 | 643,324 | 83,402 | 13.0 | % | |||||||||||||||||||||
| Marketplace revenue | 119,199 | 54,549 | 64,650 | 118.5 | % | |||||||||||||||||||||
| Membership and other revenue | 82,376 | 78,925 | 3,451 | 4.4 | % | |||||||||||||||||||||
| Net investment income | 38,648 | 39,249 | (601) | (1.5) | % | |||||||||||||||||||||
| Net investment gains | 3,064 | 2,223 | 841 | 37.8 | % | |||||||||||||||||||||
| Total revenue | 1,456,389 | 1,241,510 | 214,879 | 17.3 | % | |||||||||||||||||||||
| EXPENSES: | ||||||||||||||||||||||||||
Losses and loss adjustment expenses 1 | 285,394 | 298,593 | (13,199) | (4.4) | % | |||||||||||||||||||||
| Ceding commissions, net | 337,087 | 301,719 | 35,368 | 11.7 | % | |||||||||||||||||||||
| Sales expense | 258,202 | 190,523 | 67,679 | 35.5 | % | |||||||||||||||||||||
| Salaries and benefits | 263,587 | 221,463 | 42,124 | 19.0 | % | |||||||||||||||||||||
| General and administrative expenses | 94,517 | 82,504 | 12,013 | 14.6 | % | |||||||||||||||||||||
| Depreciation and amortization | 37,524 | 38,905 | (1,381) | (3.5) | % | |||||||||||||||||||||
| Gain related to divestiture | — | (87) | 87 | N/M | ||||||||||||||||||||||
| Loss related to warrant liabilities, net | — | 8,544 | (8,544) | N/M | ||||||||||||||||||||||
Interest expense and other, net 2 | 40,896 | 5,664 | 35,232 | N/M | ||||||||||||||||||||||
| Total expenses | 1,317,207 | 1,147,828 | 169,379 | 14.8 | % | |||||||||||||||||||||
| INCOME BEFORE TAXES | 139,182 | 93,682 | 45,500 | 48.6 | % | |||||||||||||||||||||
Income tax benefit (expense) 3 | 10,043 | (15,379) | 25,422 | 165.3 | % | |||||||||||||||||||||
| NET INCOME | 149,225 | 78,303 | 70,922 | 90.6 | % | |||||||||||||||||||||
| Net income attributable to non-controlling interest | (100,207) | (61,286) | 38,921 | 63.5 | % | |||||||||||||||||||||
| Accretion of Series A Convertible Preferred Stock | (7,555) | (7,427) | 128 | 1.7 | % | |||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS | $ | 41,463 | $ | 9,590 | $ | 31,873 | 332.4 | % | ||||||||||||||||||
| Earnings per share of Class A Common Stock: | ||||||||||||||||||||||||||
| Basic | $ | 0.41 | $ | 0.10 | ||||||||||||||||||||||
| Diluted | $ | 0.37 | $ | 0.10 | ||||||||||||||||||||||
| Weighted average shares of Class A Common Stock outstanding: | ||||||||||||||||||||||||||
| Basic | 94,404 | 87,529 | ||||||||||||||||||||||||
| Diluted | 346,973 | 88,504 | ||||||||||||||||||||||||
N/M = Not meaningful
1 Includes a $21 million reduction in reserves, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience.
2 Includes a $32 million loss related to changes in the value of the TRA liability.
3 Includes $42 million benefit related to the release of a portion of the valuation allowance.
8
Hagerty, Inc.
Consolidated Balance Sheets
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| ASSETS | in thousands (except share amounts) | |||||||||||||
Fixed maturity securities available-for-sale, at fair value (amortized cost: $687,813 in 2025, $578,669 in 2024) | $ | 696,271 | $ | 577,688 | ||||||||||
| Equity securities, at fair value | 34,871 | 11,839 | ||||||||||||
| Total investments | 731,142 | 589,527 | ||||||||||||
| Cash and cash equivalents | 160,177 | 104,784 | ||||||||||||
| Restricted cash and cash equivalents | 138,823 | 128,061 | ||||||||||||
| Accounts receivable | 96,205 | 84,763 | ||||||||||||
| Commissions receivable | 28,904 | 20,430 | ||||||||||||
| Premiums receivable | 180,529 | 153,748 | ||||||||||||
| Deferred acquisition costs, net | 179,224 | 156,466 | ||||||||||||
| Reinsurance recoverables | 15,296 | 11,927 | ||||||||||||
| Prepaid reinsurance premiums | 21,950 | 18,521 | ||||||||||||
| Notes receivable | 113,887 | 56,972 | ||||||||||||
| Intangible assets, net | 88,915 | 90,107 | ||||||||||||
| Goodwill | 114,164 | 114,123 | ||||||||||||
| Deferred tax assets | 43,011 | — | ||||||||||||
| Other assets | 181,749 | 179,909 | ||||||||||||
| TOTAL ASSETS | $ | 2,093,976 | $ | 1,709,338 | ||||||||||
| LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Accounts payable and accrued expenses | $ | 111,947 | $ | 58,892 | ||||||||||
| Advance premiums and due to insurers | 123,217 | 108,352 | ||||||||||||
| Losses payable | 95,353 | 98,386 | ||||||||||||
| Reserves for unpaid losses and loss adjustment expenses | 168,851 | 168,492 | ||||||||||||
| Unearned premiums | 412,058 | 357,539 | ||||||||||||
| Ceding commissions payable | 86,165 | 77,389 | ||||||||||||
| Debt, net | 177,907 | 105,760 | ||||||||||||
| Contract liabilities | 46,450 | 47,239 | ||||||||||||
| Deferred tax liability | 23,489 | 18,065 | ||||||||||||
| Tax receivable agreement liability | 39,829 | 2,180 | ||||||||||||
| Other liabilities | 61,684 | 58,875 | ||||||||||||
| TOTAL LIABILITIES | 1,346,950 | 1,101,169 | ||||||||||||
| Commitments and Contingencies | — | — | ||||||||||||
| TEMPORARY EQUITY | ||||||||||||||
Preferred stock, $0.0001 par value (20,000,000 shares authorized, 8,483,561 Series A Convertible Preferred Stock issued and outstanding as of December 31, 2025 and December 31, 2024) 1 | 86,618 | 84,663 | ||||||||||||
| STOCKHOLDERS' EQUITY | ||||||||||||||
Class A Common Stock, $0.0001 par value (500,000,000 shares authorized, 100,706,893 and 90,032,391 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively) | 10 | 9 | ||||||||||||
Class V Common Stock, $0.0001 par value (300,000,000 authorized, 241,552,156 and 251,033,906 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively) | 24 | 25 | ||||||||||||
| Additional paid-in capital | 623,013 | 603,780 | ||||||||||||
| Accumulated earnings (deficit) | (402,960) | (451,978) | ||||||||||||
| Accumulated other comprehensive income (loss) | 1,229 | (1,514) | ||||||||||||
| Total stockholders' equity | 221,316 | 150,322 | ||||||||||||
| Non-controlling interest | 439,092 | 373,184 | ||||||||||||
| Total equity | 660,408 | 523,506 | ||||||||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY | $ | 2,093,976 | $ | 1,709,338 | ||||||||||
1 The Series A Convertible Preferred Stock is recorded within Temporary Equity because it has equity conversion and cash redemption features.
9
Hagerty, Inc.
Consolidated Statements of Cash Flows
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES: | in thousands | ||||||||||
| Net income | $ | 149,225 | $ | 78,303 | |||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
Loss on disposals of equipment, software, and other assets | 1,912 | 500 | |||||||||
| Loss related to warrant liabilities, net | — | 8,544 | |||||||||
| Change in TRA Liability | 32,235 | 1,602 | |||||||||
| Depreciation and amortization | 37,524 | 38,905 | |||||||||
| Provision for deferred taxes | (34,503) | 2,929 | |||||||||
| Share-based compensation expense | 18,908 | 17,357 | |||||||||
| Non-cash lease expense | 8,911 | 8,053 | |||||||||
| Net investment gains | (3,064) | (2,223) | |||||||||
| (Accretion) amortization of discount and premium, net | (4,146) | (3,386) | |||||||||
| Other | 1,297 | 3,698 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts, commissions, and premiums receivable | (62,595) | 26,498 | |||||||||
| Deferred acquisition costs, net | (22,758) | (14,829) | |||||||||
| Reinsurance recoverables | (3,369) | (9,144) | |||||||||
| Prepaid reinsurance premiums | (3,429) | (8,047) | |||||||||
| Advance premiums and due to insurers | 14,175 | 8,418 | |||||||||
| Losses payable | (3,033) | 36,385 | |||||||||
| Reserves for unpaid losses and loss adjustment expenses | 359 | 31,985 | |||||||||
| Unearned premiums | 54,519 | 40,264 | |||||||||
| Ceding commissions payable | 8,776 | (31,350) | |||||||||
| Other assets and liabilities, net | 28,042 | (57,438) | |||||||||
| Net Cash Provided by Operating Activities | 218,986 | 177,024 | |||||||||
| INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | (24,535) | (21,344) | |||||||||
Acquisitions, net of cash acquired, and other investments | (1,619) | (25,120) | |||||||||
| Issuance of notes receivable | (74,714) | (65,770) | |||||||||
| Collection of notes receivable | 37,733 | 59,788 | |||||||||
| Purchases of fixed maturity securities | (333,050) | (669,452) | |||||||||
| Purchases of equity securities | (21,890) | (10,861) | |||||||||
| Proceeds from maturities and sales of fixed maturity securities | 229,899 | 113,216 | |||||||||
| Other investing activities | 2,979 | 979 | |||||||||
| Net Cash Used in Investing Activities | (185,197) | (618,564) | |||||||||
| FINANCING ACTIVITIES: | |||||||||||
| Repayments of debt | (187,881) | (90,775) | |||||||||
| Proceeds from debt, net of issuance costs | 257,191 | 61,972 | |||||||||
| Distributions paid to non-controlling interest unit holders | (30,257) | (6,683) | |||||||||
| Payment of Series A Convertible Preferred Stock dividends | (5,600) | (5,600) | |||||||||
| Funding of TRA Liability payments | (223) | — | |||||||||
| Funding of employee tax obligations upon vesting of share-based payments | (3,854) | (5,836) | |||||||||
| Other financing activities | 552 | — | |||||||||
| Net Cash Provided by (Used in) Financing Activities | 29,928 | (46,922) | |||||||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | 2,438 | (2,969) | |||||||||
| Change in cash and cash equivalents and restricted cash and cash equivalents | 66,155 | (491,431) | |||||||||
Beginning cash and cash equivalents and restricted cash and cash equivalents | 232,845 | 724,276 | |||||||||
Ending cash and cash equivalents and restricted cash and cash equivalents | $ | 299,000 | $ | 232,845 | |||||||
10
Key Performance Indicators and Certain Non-GAAP Financial Measures
Key Performance Indicators
The tables below present a summary of our Key Performance Indicators, which include important operational metrics, as well as certain financial measures prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and non-GAAP financial measures. We use these Key Performance Indicators to evaluate our business, measure our performance, identify trends against planned initiatives, prepare financial projections, and make strategic decisions. We believe these Key Performance Indicators are useful in evaluating our performance when read together with our Consolidated Financial Statements prepared in accordance with GAAP.
| Year ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||||
| GAAP Financial Measures | dollars in thousands (except per share amounts) | |||||||||||||||||||||||||
Total Revenue 1 | $ | 1,456,389 | $ | 1,241,510 | $ | 214,879 | 17.3 | % | ||||||||||||||||||
| Income before taxes | $ | 139,182 | $ | 93,682 | $ | 45,500 | 48.6 | % | ||||||||||||||||||
| Net Income | $ | 149,225 | $ | 78,303 | $ | 70,922 | 90.6 | % | ||||||||||||||||||
| Basic Earnings Per Share | $ | 0.41 | $ | 0.10 | $ | 0.31 | N/M | |||||||||||||||||||
| Diluted Earnings Per Share | $ | 0.37 | $ | 0.10 | $ | 0.27 | N/M | |||||||||||||||||||
| Non-GAAP Financial Measures | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 236,791 | $ | 161,662 | $ | 75,129 | 46.5 | % | ||||||||||||||||||
| Adjusted Net Income | $ | 132,577 | $ | 76,204 | $ | 56,373 | 74.0 | % | ||||||||||||||||||
| Adjusted Diluted EPS | $ | 0.37 | $ | 0.21 | $ | 0.16 | 76.2 | % | ||||||||||||||||||
| Insurance Operational Metrics | ||||||||||||||||||||||||||
| Total Written Premium | $ | 1,193,548 | $ | 1,044,492 | $ | 149,056 | 14.3 | % | ||||||||||||||||||
| Hagerty Re Loss Ratio | 39.3 | % | 46.4 | % | (7.1) | % | N/M | |||||||||||||||||||
| Hagerty Re Combined Ratio | 86.6 | % | 94.1 | % | (7.5) | % | N/M | |||||||||||||||||||
New Business Count — Insurance | 371,203 | 278,556 | 92,647 | 33.3 | % | |||||||||||||||||||||
| Marketplace Operational Metrics | ||||||||||||||||||||||||||
| Aggregate Auction Sales | $ | 278,694 | $ | 178,199 | $ | 100,495 | 56.4 | % | ||||||||||||||||||
| Net Auction Sales | $ | 252,363 | $ | 163,312 | $ | 89,051 | 54.5 | % | ||||||||||||||||||
| Private Sales | $ | 286,763 | $ | 77,281 | $ | 209,482 | 271.1 | % | ||||||||||||||||||
| BAC Average Loan Portfolio | $ | 85,468 | $ | 65,045 | $ | 20,423 | 31.4 | % | ||||||||||||||||||
N/M = Not meaningful
1 Total Revenue for 2024 has been recast to include Net investment income and Net investment gains as components of revenue in accordance with the Article 7 reporting standards adopted in 2025. Total revenue as previously presented in accordance with Article 5 was $1,200 million for the year ended December 31, 2024.
| December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||||
| Insurance Operational Metrics | ||||||||||||||||||||||||||
| Policies in Force | 1,684,935 | 1,506,451 | 178,484 | 11.8 | % | |||||||||||||||||||||
| Policies in Force Retention | 88.7 | % | 89.0 | % | (0.3) | % | N/M | |||||||||||||||||||
| Vehicles in Force | 2,819,179 | 2,576,700 | 242,479 | 9.4 | % | |||||||||||||||||||||
| HDC Paid Member Count | 929,895 | 875,822 | 54,073 | 6.2 | % | |||||||||||||||||||||
| Marketplace Operational Metrics | ||||||||||||||||||||||||||
| BAC Loan Portfolio Balance | $ | 103,338 | $ | 56,972 | $ | 46,366 | 81.4 | % | ||||||||||||||||||
N/M = Not meaningful
11
Non-GAAP Financial Measures
Adjusted EBITDA
We define EBITDA as consolidated Net income, excluding Interest expense and other, net, Income tax expense (benefit), and Depreciation and amortization. We define Adjusted EBITDA as EBITDA, further adjusted to (i) exclude net investment gains and losses; (ii) deduct interest expense related to the State Farm Term Loan; (iii) exclude net gains and losses related to our warrant liabilities prior to the Warrant Exchange; (iv) exclude share-based compensation expense; and when applicable, exclude (v) restructuring, impairment and related charges; (vi) gains, losses and impairments related to divestitures; and (vii) certain other unusual items.
How This Measures is Useful
When used in conjunction with GAAP financial measures, Adjusted EBITDA is a supplemental measure of operating performance that we believe is a useful measure to evaluate our performance period over period and relative to our competitors and peers. Management uses Adjusted EBITDA to evaluate our operating performance on a consistent basis, as it removes the impact of items not directly resulting from our core operations. We believe the presentation of Adjusted EBITDA provides securities analysts, investors, and other interested parties with a supplemental view of our operating performance that enhances their understanding of our business and our results operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.
Limitations of the Usefulness of This Measure
Adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation, which could reduce the usefulness of this non-GAAP financial measure when comparing our performance to that of other companies. Presentation of Adjusted EBITDA is not intended to be considered in isolation or a substitute for, or superior to, the financial information prepared in accordance with GAAP. A reconciliation of Adjusted EBITDA to Net income, the most directly comparable GAAP measure, is presented below.
| Three months ended December 31, | Year ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| in thousands | ||||||||||||||||||||||||||
| Net income | $ | 28,559 | $ | 8,440 | $ | 149,225 | $ | 78,303 | ||||||||||||||||||
Interest expense and other, net 1, 2 | 1,857 | 1,878 | 40,896 | 5,664 | ||||||||||||||||||||||
Income tax expense (benefit) 3 | 11,141 | 5,461 | (10,043) | 15,379 | ||||||||||||||||||||||
| Depreciation and amortization | 9,790 | 9,147 | 37,524 | 38,905 | ||||||||||||||||||||||
| EBITDA | 51,347 | 24,926 | 217,602 | 138,251 | ||||||||||||||||||||||
| Net investment gains | (913) | (412) | (3,064) | (2,223) | ||||||||||||||||||||||
Interest expense related to State Farm Term Loan 4 | (515) | (515) | (2,060) | (2,060) | ||||||||||||||||||||||
| Loss related to warrant liabilities, net | — | — | — | 8,544 | ||||||||||||||||||||||
| Share-based compensation expense | 4,281 | 4,339 | 18,908 | 17,357 | ||||||||||||||||||||||
| Gain related to divestiture | — | — | — | (87) | ||||||||||||||||||||||
Other unusual items 5 | 2,444 | 344 | 5,405 | 1,880 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 56,644 | $ | 28,682 | $ | 236,791 | $ | 161,662 | ||||||||||||||||||
1 Excludes interest expense related to the BAC Credit Facility, which is recorded within "Sales expense" in the Consolidated Statements of Operations.
2 Principally includes interest expense and changes in the value of the TRA liability, which totaled $32 million during the year ended December 31, 2025, and $2 million during the year ended December 31, 2024.
3 Income tax expense (benefit) for the three and twelve months ended December 31, 2025 includes a $42 million benefit related to the release of a portion of the valuation allowance against our deferred tax assets.
4 Interest expense related to the State Farm Term Loan is charged against Adjusted EBITDA as it is directly attributable to the operations of Hagerty Re.
5 For the year ended December 31, 2025, other unusual items includes certain legal settlement expenses, professional fees associated with the THG Unit Exchange and related Secondary Offering, and certain material severance expenses. For the year ended December 31, 2024, other unusual items includes professional fees associated with the Warrant Exchange, as well as certain material severance expenses.
12
As a result of our transition to the Article 7 reporting standards, Net investment income is reported as a component of revenue and is no longer an adjustment in our reconciliation from Net income to Adjusted EBITDA. In addition, interest expense related to the State Farm Term Loan is now deducted from Adjusted EBITDA as it is directly attributable to Hagerty Re, which generates a significant portion of our net investment income. The following table presents a reconciliation of Adjusted EBITDA as presented in prior periods in accordance with Article 5, to the current presentation in accordance with Article 7:
| Three months ended December 31, | Year ended December 31, | ||||||||||
| 2024 | 2024 | ||||||||||
| in thousands | |||||||||||
| Prior presentation of Adjusted EBITDA | $ | 19,868 | $ | 124,473 | |||||||
| Net investment income | 9,329 | 39,249 | |||||||||
| Interest expense related to State Farm Term Loan | (515) | (2,060) | |||||||||
| Current presentation of Adjusted EBITDA | $ | 28,682 | $ | 161,662 | |||||||
The following table reconciles Adjusted EBITDA for the year ended December 31, 2026 Outlook to the most directly comparable GAAP measure, which is Net income:
| 2026 Low | 2026 High | |||||||||||||
| in thousands | ||||||||||||||
Net loss1 | $ | (51,000) | $ | (41,000) | ||||||||||
Interest expense and other, net2 | 5,000 | 5,000 | ||||||||||||
| Income tax expense | 33,000 | 34,000 | ||||||||||||
| Depreciation and amortization | 40,000 | 40,000 | ||||||||||||
| Share-based compensation expense | 19,000 | 19,000 | ||||||||||||
| Markel Fronting Arrangement transition costs | 190,000 | 190,000 | ||||||||||||
| Adjusted EBITDA | $ | 236,000 | $ | 247,000 | ||||||||||
1 The projected Net Loss includes approximately $190 million of transitional, non-cash costs related to the Markel Fronting Arrangement representing deferred ceding commissions paid to Markel in 2025 for policies written prior to January 1, 2026, which will be fully amortized ratably over the remaining term of those policies throughout 2026. This amortization will decline from approximately $90 million in the first quarter of 2026 to approximately $10 million in the fourth quarter of 2026 as 2025 policies expire. Excluding these transitional costs, we expect 2026 to reflect underlying profitability improvement.
2 Excludes interest expense related to the BAC Credit Facility, which is recorded within "Sales expense" in the Consolidated Statements of Operations.
Adjusted Net Income and Adjusted Diluted EPS
Beginning with this Annual Report, Adjusted Net Income is presented as a non-GAAP financial measure, as we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. In addition, we revised and renamed our non-GAAP measure previously titled "Adjusted EPS" to "Adjusted Diluted EPS". The revised measure uses Adjusted Net Income as the numerator in the calculation and updated the most comparable GAAP measure from Basic EPS to Diluted EPS. We believe that the revised calculation better reflects the potential dilution from these securities and enhances comparability with industry peers.
Adjusted Net Income represents Net income attributable to Class A Common Stockholders, assuming the full exchange of all outstanding THG units and Series A Convertible Preferred Stock for shares of Class A Common Stock, adjusted to exclude (i) net investment gains and losses; (ii) changes in the fair value of warrant liabilities prior to the Warrant Exchange; (iii) changes in the TRA Liability; (iv) gains and losses related to divestitures; and (v) certain other unusual items, each of which we do not believe are directly related to our core operations and may not be indicative of our ongoing performance. Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the weighted average shares of Class A Common Stock outstanding, assuming the full exchange of all outstanding THG units, Series A Convertible Preferred Stock, and unvested share-based compensation awards. Refer to Note 6 — Fair Value Measurements in Item 8 of Part II of this Annual Report for additional information regarding the Warrant Exchange.
13
How These Measures Are Useful
When used in conjunction with GAAP financial measures, Adjusted Net Income and Adjusted Diluted EPS are supplemental measures of operating performance that we believe are useful measures to evaluate our performance period over period and relative to our competitors and peers. Management uses Adjusted Net Income and Adjusted Diluted EPS to evaluate our operating performance on a consistent basis to make strategic and operational decisions. We believe these measures provide management and investors with useful information regarding trends in our business that may not otherwise be apparent when relying solely on GAAP measures. By assuming the full exchange of all outstanding THG units and Series A Convertible Preferred Stock, we believe these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in Net income attributable to Class A Common Stockholders driven by increases in Hagerty, Inc.'s ownership in THG, which is unrelated to our operating performance, and excludes items that are unusual or may not be indicative of our ongoing performance.
Limitations of the Usefulness of These Measures
Adjusted Net Income and Adjusted Diluted EPS may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Adjusted Net Income and Adjusted Diluted EPS should not be considered alternatives to Net income attributable to Class A Common Stockholders and Diluted EPS, as determined under GAAP. While these measures are useful in evaluating our performance, they assume the full exchange of all outstanding THG units and Series A Convertible Preferred Stock for shares of Class A Common Stock, which has not occurred and may not occur. Further, the adjustments made to arrive at Adjusted Net Income exclude certain expenses and income that may recur in the future. Adjusted Net Income and Adjusted Diluted EPS should be evaluated in conjunction with our GAAP financial results. A reconciliation of Adjusted Net Income to Net income attributable to Class A Common Stockholders, the most directly comparable GAAP measure, and the computation of Adjusted Diluted EPS are presented below.
14
| Three months ended December 31, | Year ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Numerator: | in thousands (except per share amounts) | |||||||||||||||||||||||||
| Net income attributable to Class A Common Stockholders | $ | 6,924 | $ | 1,230 | $ | 41,463 | $ | 9,590 | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Accretion of Series A Convertible Preferred Stock | 1,902 | 1,875 | 7,555 | 7,427 | ||||||||||||||||||||||
| Net income attributable to non-controlling interest | 19,733 | 5,335 | 100,207 | 61,286 | ||||||||||||||||||||||
| Net investment gains | (913) | (412) | (3,064) | (2,223) | ||||||||||||||||||||||
| Loss related to warrant liabilities, net | — | — | — | 8,544 | ||||||||||||||||||||||
| Change in TRA Liability | (40) | 280 | 32,235 | 1,602 | ||||||||||||||||||||||
| Gain related to divestiture | — | — | — | (87) | ||||||||||||||||||||||
Other unusual items 1 | 2,444 | 344 | 5,405 | 1,880 | ||||||||||||||||||||||
Tax impact of above adjustments 2 | 186 | 2,214 | (51,224) | (11,815) | ||||||||||||||||||||||
| Adjusted Net Income | $ | 30,236 | $ | 10,866 | $ | 132,577 | $ | 76,204 | ||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average shares of Class A Common Stock outstanding — Diluted | 102,321 | 90,032 | 346,973 | 88,504 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Assumed exchange of non-controlling interest THG units for shares of Class A Common Stock | 245,554 | 255,178 | — | 255,328 | ||||||||||||||||||||||
| Assumed conversion of shares of Series A Convertible Preferred Stock into shares of Class A Common Stock | 6,785 | 6,785 | 6,785 | 6,785 | ||||||||||||||||||||||
| Assumed vesting of share-based compensation awards | 6,445 | 8,101 | 7,062 | 7,162 | ||||||||||||||||||||||
| Adjusted weighted average shares of Class A Common Stock outstanding — Diluted | 361,105 | 360,096 | 360,820 | 357,779 | ||||||||||||||||||||||
| Adjusted Diluted EPS | $ | 0.08 | $ | 0.03 | $ | 0.37 | $ | 0.21 | ||||||||||||||||||
| Three months ended December 31, | Year ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| in thousands | ||||||||||||||||||||||||||
| Diluted earnings per share | $ | 0.06 | $ | 0.01 | $ | 0.37 | $ | 0.10 | ||||||||||||||||||
Impact of assumed exchange, conversion, or vesting of remaining potentially dilutive securities 3 | 0.02 | 0.01 | 0.05 | 0.12 | ||||||||||||||||||||||
Non-GAAP adjustments 4 | — | 0.01 | (0.05) | (0.01) | ||||||||||||||||||||||
| Adjusted Diluted EPS | $ | 0.08 | $ | 0.03 | $ | 0.37 | $ | 0.21 | ||||||||||||||||||
1 For the year ended December 31, 2025, other unusual items includes certain legal settlement expenses, professional fees associated with the THG Unit Exchange and related Secondary Offering, and certain material severance expenses. For the year ended December 31, 2024, other unusual items includes professional fees associated with the Warrant Exchange, as well as certain material severance expenses.
2 Represents the tax effect of the aforementioned adjustments to reflect corporate income taxes at an estimated effective tax rate of 23.7% and 26.3% for 2025 and 2024, respectively, which considers the U.S. federal statutory rate of 21%, a combined state income tax rate of approximately 5% (net of federal benefits), and certain material permanent items.
3 Assumes the exchange of all outstanding THG units, Series A Convertible Preferred Stock, and unvested share-based compensation awards for shares of Class A Common Stock, resulting in the elimination of the non-controlling interest and recognition of the Net income attributable to non-controlling interest, as well as elimination of the accretion of Series A Convertible Preferred Stock.
4 Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation above for additional information.
15
INVESTOR PRESENTATION Q4 2025 Speakers: McKeel Hagerty, Chief Executive Officer and Chairman Patrick McClymont, Chief Financial Officer
HAGERTY Q4 2025 | 2 Forward Looking Statements / Non-GAAP Financial Measures This presentation contains statements that constitute “forward- looking statements” within the meaning of the federal securities laws. All statements we provide, other than statements of historical fact, are forward-looking statements, including those regarding our future operating results and financial position, our business strategy and plans, products, services, and technology implementations, market conditions, growth and trends, expansion plans and opportunities, and our objectives for future operations. 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 negatives of these expressions, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations about future events, which may not materialize. Actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements. These factors include, among other things, our ability to: (i) compete effectively within our industry and attract and retain insurance policyholders and paid Hagerty Drivers Club (“HDC”) subscribers; (ii) maintain key strategic relationships with our 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 our technology platforms or use of third- party services;(v) accelerate the adoption of our membership and marketplace products and services, as well as any new insurance programs and products we offer; (vi) successfully implement the fronting arrangement consummated with Markel 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 Re 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’s private sale, auction, and financing strategies; (ix) manage the cyclical nature of the insurance business and broader macroeconomic conditions, including inflation, interest rates, and potential recessionary pressures; (x) achieve our investment objectives and avoid losses in our investment portfolio; (xi) address unexpected increases in the frequency or severity of claims, including catastrophe losses; and (xii) comply with numerous laws and regulations applicable to our 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 in this presentation represent our views as of the date hereof. You should not rely on forward-looking statements as predictions of future events. We operate in a very competitive and rapidly changing environment and new risks emerge from time to time. This presentation should be read in conjunction with the information included in our filings with the SEC and press releases. Understanding the information contained in these filings is important in order to fully understand our reported financial results and our business outlook for future periods. In addition, this presentation contains certain “non-GAAP financial measures”. The non-GAAP measures are presented for supplemental informational purposes only. These financial measures are not recognized measures under GAAP and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Reconciliations to the most directly comparable financial measure calculated and presented in accordance with GAAP are provided in the appendix to this presentation. On the cover: Rear-engined, forward-thinking, 1969 Porsche 911E. PHOTOGRAPHER: JAMES LIPMAN
HAGERTY Q4 2025 | 3 → A 1979 Toyota Land Cruiser ready for adventure. PHOTOGRAPHER: JAMES LIPMAN Exceeded Initial 2025 Outlook* INITIAL 2025 OUTLOOK (AS OF 3/4/25)* ACTUAL 2025 RESULTS Total Revenue Growth $1,344M-$1,356M (12% - 13%) $1,456M (+17%) Written Premium Growth $1,180M-$1,191M (13% - 14%) $1,194M (+14%) Net Income1 $102M - $110M (30% - 40%) $149M (+91%) Adjusted EBITDA2, 3 $150M - $160M (21% - 29%) $237M (+46%) * Hagerty shared the initial 2025 Outlook on the fourth quarter 2024 earnings call on March 4, 2025. 1 Full year 2025 Net Income includes (i) the benefit from the $42 million release of a portion of our valuation allowance, partially offset by a $32 million loss related to the change in value of the TRA liability; and (ii) a $21 million pre-tax reserve reduction in the fourth quarter primarily related to favorable development for the 2024 accident year and improvement in current accident year experience. 2 As a result of our transition to Article 7 reporting standards, Net investment income is reported as a component of revenue and is no longer an adjustment in our reconciliation from Net Income to Adjusted EBITDA. Net investment income was $39 million for both 2024 and 2025, and 2024 Adjusted EBITDA has been recast accordingly. Growth of +46% is relative to 2024 Adjusted EBITDA of $162 million. 3 See Appendix for additional information regarding this non-GAAP financial measure.
HAGERTY Q4 2025 | 4 FULL YEAR 2025 Highlights 1 Full year 2025 and 2024 Total Revenue includes total Net investment income and Net investment gains of $42 million in each period. 2 Full year 2025 Net Income includes (i) the benefit as a result of the release of a portion of our valuation allowance of $42 million, partially offset by a $32 million loss related to the change in value of the TRA liability; and (ii) a $21 million pre-tax reserve reduction, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience. Net Income in the prior year includes a $9 million loss as a result of a change in the fair value and settlement of our warrant liabilities. 3 See Appendix for additional information regarding this non-GAAP financial measure. The moment before the shift—where the fun starts in a 1971 Alfa Romeo GTV. PHOTOGRAPHER: CAMERON NEVEU Total Revenue1 growth of 17% to $1,456 million 1. Commission and Fee growth of 15% 2. Written Premium growth of 14% » Added 371,000 new members in 2025 3. Membership and other revenue growth of 4% 4. Marketplace revenue growth of 119% » Expansion into Europe and higher level of inventory sales Strong growth in profitability: 1. Income before taxes of $139 million compared to $94 million (+49%) » Improved income before tax margin by approximately 200 bps 2. Net Income2 of $149 million compared to $78 million (+91%) 3. Adjusted EBITDA3 of $237 million compared to $162 million (+46%) Evolved Markel arrangement where Hagerty controls 100% of the premium as of January 1, 2026 Combined ratio of ~87%, including a $21 million reduction in reserves Signed new partnership with Liberty Mutual to offer enhanced collectible car insurance to Liberty Mutual and Safeco customers Executed secondary offering from Kim Hagerty’s estate, enhancing trading volumes
Double policies in force to 3.0 million by 2030 INVESTING IN OUR MEMBER-CENTRIC APPROACH TO DELIVER COMPOUNDING PROFIT GROWTH: » Implement Markel fronting arrangement with 100% quota share and realize anticipated benefits » Accelerate insurance growth with State Farm rollout » Leverage technology to enhance agent distribution and accelerate business-to-business efforts » Further invest in our claims handling expertise for members » Refine Hagerty Drivers Club value proposition and leverage our unique and authentic car culture » Invest in technology and Duck Creek implementation HAGERTY Q4 2025 | 5 → The last true analog hypercar: 2004 Porsche Carrera GT. PHOTOGRAPHER: JAMES LIPMAN 2026 Priorities
HAGERTY Q4 2025 | 6 FULL YEAR 2025 Financial Highlights 1 Hagerty Re’s Combined Ratio is the ratio of (i) Hagerty Re’s losses, loss adjustment expenses, and underwriting expenses to (ii) its earned premium. Loss and loss adjustment expenses includes the $21 million of reserve reductions in the fourth quarter of 2025 primarily related to favorable development for the 2024 accident year and improvement in current accident year experience. 2 See Appendix for additional information regarding this non-GAAP financial measure. GROWTH PERSISTENCE PROFITABILITY Approximately 200 bps improvement in income before taxes margin $1,456M TOTAL REVENUE +17% $139M INCOME BEFORE TAXES +49% $149M NET INCOME +91% $1,194M WRITTEN PREMIUM +14% $237M ADJUSTED EBITDA2 +46% $0.41 BASIC EARNINGS PER SHARE 39.3% LOSS RATIO 86.6% COMBINED RATIO1 88.7% RETENTION
HAGERTY Q4 2025 | 7 Revenue Components Sustained double-digit gains 1 Includes base commissions, payment plan fees and contingent underwriting commissions. 2 Currently applies to U.S. classic auto programs. Generally described as an arrangement where underwriting risk and profit is shared proportionately. FULL YEAR 2025 HIGHLIGHTS Commission and fee revenue (+15%) » Written premium growth 14% » Policies in Force retention of 89% Earned premium in Hagerty Re (+13%) » Contractual quota share2 ~80% in 2025 » Quota share increased to 100% effective January 1, 2026 under the Markel Fronting Arrangement Marketplace revenue (+119%) » Expansion into Europe and additional private sales transactions Membership and other revenue (+4%) » Membership revenue growth of 10% Net investment income (+1%) » $39 million of Net investment income and $3 million of Net investment gains Q4 FULL YEAR 2024 2025 2024 2025 $82 $79 $119 $55 $42 $41 $727 $643 $486 $423 $19 $18 $29 $16 $11 $10 $193 $168 $106 $89 $301 $357 $1,242 $1,456 12% 80% 8% 14% 18% GROWTH 1% 119% 4% 13% 15% GROWTH 19% GROWTH 17% GROWTH 20 4 20 5 20 4 20 5 $82 $79 $119 $55 $42 $41 $727 $643 $486 $423 $19 $18 $29 $16 $11 $10 $193 $168 $106 $89 $301 $357 $1,242 $1,456 12% 80% 8% 14% 18% GROWTH 1% 119% 4% 13% 15% GROWTH 19% GROWTH 17% GROWTH TOTAL REVENUE Earned premium in Hagerty Re Commission and fee revenue1 Membership + other revenue Marketplace revenue Net investment income
HAGERTY Q4 2025 | 8 Fourth Quarter Earnings Analysis Delivering compounding profit growth FOURTH QUARTER NET INCOME1 FOURTH QUARTER ADJUSTED EBITDA2 1 Q4 2023 Net Income includes $1 million of expense due to restructuring and a $13 million gain as a result of a change in the fair value of our warrant liabilities. Q4 2025 Net Income includes a $21 million pre-tax reserve reduction, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience. 2 Adjusted EBITDA now includes Net investment income of $9 million in Q4 2023 and 2024, and $10 million in Q4 2025. See Appendix for additional information regarding this non-GAAP financial measure. Q4 2024 $29 $8$9 Q4 2024 $57 $29 $18 Q5 2024Q4 2024 $29 $8$9 Q4 2024 $57 $29 $18 Q5 2024Q4 2023 Q4 2025 Q4 2023 4 5
HAGERTY Q4 2025 | 9 YTD Q4 2023 YTD Q4 2024 YTD Q4 2025 YTD Q4 2023 YTD Q4 2024 YTD Q4 2025 1 2023 Net Income includes a $12 million gain as a result of a change in the fair value of our warrant liabilities and $9 million of expense due to restructuring. 2024 Net Income includes a $9 million net loss as a result of a change in the fair value and settlement of our warrant liabilities, and $24 million of pre-tax losses from hurricane activity. 2025 Net Income includes (i) the benefit as a result of the release of a portion of our valuation allowance of $42 million partially offset by a $32 million loss related to the change in value of the TRA liability; and (ii) a $21 million fourth quarter pre-tax reserve reduction, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience. 2 Adjusted EBITDA now includes Net investment income of $27 million in 2023 and $39 million in 2024 and 2025. See Appendix for additional information regarding this non-GAAP financial measure. Full Year 2025 Earnings Analysis Delivering sustained profit growth FULL YEAR 2025 NET INCOME1 FULL YEAR 2025 ADJUSTED EBITDA2 Full Yr $149 $78 $28 Full Yr $237 $162 $114 Full Yr $149 $78 $28 Full Yr $237 $162 $114
HAGERTY Q4 2025 | 10 2026 Outlook IN THOUSANDS 2025 RESULTS 2026 OUTLOOK ($) 2026 OUTLOOK (%) LOW END HIGH END LOW END HIGH END Total Written Premium $1,193,548 $1,373,000 $1,385,000 15% 16% Total Revenue 1 $1,456,389 $1,280,000 $1,300,000 (12)% (11)% Net Income (Loss) 2, 3 $149,225 $(51,000) $(41,000) N/M N/M Adjusted EBITDA 4 $236,791 $236,000 $247,000 —% 4% 1 Revenue guidance reflects the accounting impact of the Markel Fronting Arrangement. Beginning in 2026, we now control the Markel book of business with the benefit of our MGA services received by Hagerty Re and not Markel. As a result commission revenue and the associated ceding commission expense for policies issued through the Markel Fronting Arrangement will be eliminated in consolidation. Although we expect the arrangement to result in increased profitability (as reflected in Adjusted EBITDA), reported commission revenue and ceding commission expense will be significantly lower than prior periods, affecting period-to-period comparability. 2025 commission revenue associated with our alliance agreement with Markel was $437 million and ceding commission expense related to the Company’s reinsurance quota share agreement with Markel was $344 million in 2025. 2 The projected Net Loss includes approximately $190 million of transitional, non-cash costs related to the Markel Fronting Arrangement representing deferred ceding commissions paid to Markel in 2025 for policies written prior to January 1, 2026, which will be fully amortized ratably over the remaining term of those policies throughout 2026. This amortization will decline from approximately $90 million in Q1 2026 to approximately $10 million in Q4 2026 as 2025 policies expire. Excluding these transitional costs, we expect 2026 to reflect underlying profitability improvement. 3 Full year 2025 Net Income includes (i) the benefit from the $42 million release of a portion of our valuation allowance, partially offset by a $32 million loss related to the change in value of the TRA liability; and (ii) a $21 million pre-tax reserve reduction in the fourth quarter, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience. 4 See Appendix for additional information regarding this non-GAAP financial measure. N/M = Not meaningful Sustained compounding growth → 1970 Datsun 240Z and 1990 Mazda MX-5 Miata: Two generations, same idea: light, simple, and fun on a great road. PHOTOGRAPHER: JAMES LIPMAN
HAGERTY Q4 2025 | 11 RECONCILIATION OF NON-GAAP METRICS | 2026 OUTLOOK Net Income (Loss) to Adjusted EBITDA IN THOUSANDS 2026 Low 2026 High Net Loss1 ($51,000) ($41,000) Interest expense and other, net2 5,000 5,000 Income tax expense 33,000 34,000 Depreciation and amortization 40,000 40,000 Share-based compensation expense 19,000 19,000 Markel fronting arrangement transition costs 190,000 190,000 Adjusted EBITDA $236,000 $247,000 1 The projected Net Loss includes approximately $190 million of transitional, non-cash costs related to the Markel Fronting Arrangement representing deferred ceding commissions paid to Markel in 2025 for policies written prior to January 1, 2026, which will be fully amortized ratably over the remaining term of those policies throughout 2026. This amortization will decline from approximately $90 million in Q1 2026 to approximately $10 million in Q4 2026 as 2025 policies expire. Excluding these transitional costs, we expect 2026 to reflect underlying profitability improvement 2 Excludes interest expense related to the BAC Credit Facility, which is recorded within “Sales expense” in the Consolidated Statements of Operations * See Appendix for the definition on Adjusted EBITDA
Appendix
HAGERTY Q4 2025 | 13 QUARTERLY KEY PERFORMANCE INDICATORS Q1 2025 Q2 2025 Q3 2025 Q4 2025 TOTAL 2025 Total Written Premium (thousands) $244,327 $355,985 $334,048 $259,188 $1,193,548 Hagerty Re Loss Ratio 42.0% 42.3% 42.0% 31.4% 39.3% Hagerty Re Combined Ratio 88.5% 89.6% 89.6% 79.4% 86.6% New Business Count (Insurance) 55,309 87,872 114,513 113,509 371,203 Total Revenue (thousands)1 $328,336 $379,309 $391,418 $357,326 $1,456,389 Income Before Taxes (thousands) $32,782 $53,363 $13,337 $39,700 $139,182 Net Income (thousands) $27,293 $47,202 $46,171 $28,559 $149,225 Basic Earnings per Share $0.07 $0.09 $0.18 $0.06 $0.41 Diluted Earnings per Share $0.07 $0.09 $0.11 $0.06 $0.37 Adjusted EBITDA2 (thousands) $48,151 $72,644 $59,352 $56,644 $236,791 Adjusted Net Income2 (thousands) $25,352 $43,449 $33,540 $30,236 $132,577 Adjusted Diluted Earnings per Share2 $0.07 $0.12 $0.09 $0.08 $0.37 Policies in Force3 1,524,927 1,559,798 1,617,231 1,684,935 1,684,935 Policies in Force Retention3 89.0% 88.7% 88.6% 88.7% 88.7% Vehicles in Force3 2,609,209 2,664,611 2,739,037 2,819,179 2,819,179 HDC Paid Member Count3 889,390 907,963 920,725 929,895 929,895 1 Revenue includes Net investment income and Net investment gains. 2 See Appendix for additional information regarding these non-GAAP financial measures. 3 Metrics measured as of the end of the period.
HAGERTY Q4 2025 | 14 REVENUE COMPONENTS BY QUARTER $ In Millions 117 127 140 147 152 158 166 168 169 178 187 193 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 75 110 103 78 89 129 116 89 100 143 137 106 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 27 24 33 20 31 27 42 34 50 48 56 48 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 COMMISSION + FEE REVENUE1 EARNED PREMIUM IN HAGERTY RE MEMBERSHIP, MARKETPLACE + OTHER REVENUE 1 Includes base commissions, payment plan fees and contingent underwriting commissions.
HAGERTY Q4 2025 | 15 IN THOUSANDS Q1 - Q3 2025 Q4 2025 YTD 2025 Net income $120,666 $28,559 $149,225 Interest expense and other, net1, 2 39,039 1,857 40,896 Income tax (benefit) expense3 (21,184) 11,141 (10,043) Depreciation and amortization 27,734 9,790 37,524 EBITDA 166,255 51,347 217,602 Net investment gains (2,151) (913) (3,064) Interest expense related to State Farm Term Loan4 (1,545) (515) (2,060) Share-based compensation expense 14,627 4,281 18,908 Other unusual items5 2,961 2,444 5,405 Adjusted EBITDA $180,147 $56,644 $236,791 1 Excludes interest expense related to the BAC Credit Facility, which is recorded within “Sales expense” in the Consolidated Statements of Operations. 2 Principally includes interest expense and changes in the value of the TRA liability, which totaled $32 million during the year ended December 31, 2025. 3 Income tax (benefit) expense for the year ended December 31, 2025 includes a $42 million benefit related to the release of a portion of the valuation allowance against our deferred tax assets. 4 Interest expense related to the State Farm Term Loan is charged against Adjusted EBITDA as it is directly attributable to the operations of Hagerty Re. 5 For the year ended December 31, 2025, other unusual items includes certain legal settlement expenses, professional fees associated with the THG Unit Exchange and related Secondary Offering, and certain material severance expenses. Adjusted EBITDA We define EBITDA as consolidated Net Income, excluding Interest expense and other, net, Income tax expense (benefit), and Depreciation and amortization. We define Adjusted EBITDA as EBITDA, further adjusted to (i) exclude net investment gains and losses; (ii) deduct interest expense related to the State Farm Term Loan; (iii) exclude net gains and losses related to our warrant liabilities prior to the Warrant Exchange; (iv) exclude share-based compensation expense; and when applicable, exclude (v) restructuring, impairment and related charges; (vi) gains, losses and impairments related to divestitures; and (vii) certain other unusual items. How This Measures is Useful When used in conjunction with GAAP financial measures, Adjusted EBITDA is a supplemental measure of operating performance that we believe is a useful measure to evaluate our performance period over period and relative to our competitors and peers. Management uses Adjusted EBITDA to evaluate our operating performance on a consistent basis, as it removes the impact of items not directly resulting from our core operations. We believe the presentation of Adjusted EBITDA provides securities analysts, investors, and other interested parties with a supplemental view of our operating performance that enhances their understanding of our business and our results operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. Limitations of the Usefulness of This Measure Adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation, which could reduce the usefulness of this non-GAAP financial measure when comparing our performance to that of other companies. Presentation of Adjusted EBITDA is not intended to be considered in isolation or a substitute for, or superior to, the financial information prepared in accordance with GAAP. RECONCILIATION OF NON-GAAP METRICS Net Income to Adjusted EBITDA
HAGERTY Q4 2025 | 16 IN THOUSANDS Q1 - Q3 2024 Q4 2024 YTD 2024 Q1 - Q3 2025 Q4 2025 YTD 2025 Prior presentation of Adjusted EBITDA $104,605 $19,868 $124,473 $153,066 $47,137 $200,203 Net investment income 29,920 9,329 39,249 28,626 10,022 38,648 Interest expense related to State Farm Term Loan (1,545) (515) (2,060) (1,545) (515) (2,060) Current presentation of Adjusted EBITDA $132,980 $28,682 $161,662 $180,147 $56,644 $236,791 As a result of our transition to the Article 7 reporting standards, Net investment income is reported as a component of revenue and is no longer an adjustment in our reconciliation from Net Income to Adjusted EBITDA. In addition, interest expense related to the State Farm Term Loan is now deducted from Adjusted EBITDA as it is directly attributable to Hagerty Re, which generates a significant portion of our Net investment income. This table presents a reconciliation of Adjusted EBITDA as presented in prior periods in accordance with Article 5, to the current presentation in accordance with Article 7. ADJUSTED EBITDA PRIOR PERIOD RECONCILIATION
HAGERTY Q4 2025 | 17 1 For the year ended December 31, 2025, other unusual items includes certain legal settlement expenses, professional fees associated with the THG Unit Exchange and related Secondary Offering, and certain material severance expenses. For the year ended December 31, 2024, other unusual items includes professional fees associated with the Warrant Exchange, as well as certain material severance expenses. 2 Represents the tax effect of the aforementioned adjustments to reflect corporate income taxes at an estimated effective tax rate of 23.7% and 26.3% for the years ended December 31, 2025 and 2024, respectively, which considers the U.S. federal statutory rate of 21%, a combined state income tax rate of approximately 5% (net of federal benefits), and certain material permanent items. 3 Assumes the exchange of all outstanding THG units, Series A Convertible Preferred Stock, and unvested share-based compensation awards for shares of Class A Common Stock, resulting in the elimination of the non-controlling interest and recognition of the Net income attributable to non-controlling interest, as well as elimination of the accretion of Series A Convertible Preferred Stock. 4 Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation above for additional information. Adjusted Net Income and Adjusted Diluted EPS Beginning with this Annual Report, Adjusted Net Income is presented as a non- GAAP financial measure, as we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. In addition, we revised and renamed our non-GAAP measure previously titled “Adjusted EPS” to “Adjusted Diluted EPS”. The revised measure uses Adjusted Net Income as the numerator in the calculation and updated the most comparable GAAP measure from Basic EPS to Diluted EPS. We believe that the revised calculation better reflects the potential dilution from these securities and enhances comparability with industry peers. Adjusted Net Income represents Net income attributable to Class A Common Stockholders, assuming the full exchange of all outstanding THG units and Series A Convertible Preferred Stock for shares of Class A Common Stock, adjusted to exclude (i) net investment gains and losses; (ii) changes in the fair value of warrant liabilities prior to the Warrant Exchange; (iii) changes in the TRA Liability; (iv) gains and losses related to divestitures; and (v) certain other unusual items, each of which we do not believe are directly related to our core operations and may not be indicative of our ongoing performance. Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the weighted average shares of Class A Common Stock outstanding, assuming the full exchange of all outstanding THG units, Series A Convertible Preferred Stock, and unvested share-based compensation awards. Refer to Note 6 — Fair Value Measurements in Item 8 of Part II of this Annual Report for additional information regarding the Warrant Exchange. How These Measures Are Useful When used in conjunction with GAAP financial measures, Adjusted Net Income and Adjusted Diluted EPS are supplemental measures of operating performance that we believe are useful measures to evaluate our performance period over period and relative to our competitors and peers. Management uses Adjusted Net Income and Adjusted Diluted EPS to evaluate our operating performance on a consistent basis to make strategic and operational decisions. We believe these measures provide management and investors with useful information regarding trends in our business that may not otherwise be apparent when relying solely on GAAP measures. By assuming the full exchange of all outstanding THG units and Series A Convertible Preferred Stock, we believe these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in Net income attributable to Class A Common Stockholders driven by increases in Hagerty, Inc.’s ownership in THG, which is unrelated to our operating performance, and excludes items that are unusual or may not be indicative of our ongoing performance. Limitations of the Usefulness of These Measures Adjusted Net Income and Adjusted Diluted EPS may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Adjusted Net Income and Adjusted Diluted EPS should not be considered alternatives to Net income attributable to Class A Common Stockholders and Diluted EPS, as determined under GAAP. While these measures are useful in evaluating our performance, they assume the full exchange of all outstanding THG units and Series A Convertible Preferred Stock for shares of Class A Common Stock, which has not occurred and may not occur. Further, the adjustments made to arrive at Adjusted Net Income exclude certain expenses and income that may recur in the future. Adjusted Net Income and Adjusted Diluted EPS should be evaluated in conjunction with our GAAP financial results. A reconciliation of Adjusted Net Income to Net income attributable to Class A Common Stockholders, the most directly comparable GAAP measure, and the computation of Adjusted Diluted EPS are presented below. THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, 2025 2024 2025 2024 Numerator: in thousands (except per share amounts) Net income attributable to Class A Common Stockholders $6,924 $1,230 $41,463 $9,590 Adjustments: Accretion of Series A Convertible Preferred Stock 1,902 1,875 7,555 7,427 Net income attributable to non-controlling interest 19,733 5,335 100,207 61,286 Net investment gains (913) (412) (3,064) (2,223) Loss related to warrant liabilities, net — — — 8,544 Change in TRA Liability (40) 280 32,235 1,602 Gain related to divestiture — — — (87) Other unusual items 1 2,444 344 5,405 1,880 Tax impact of above adjustments 2 186 2,214 (51,224) (11,815) Adjusted Net Income $30,236 $10,866 $132,577 $76,204 Denominator: Weighted average shares of Class A Common Stock outstanding — Diluted 102,321 90,032 346,973 88,504 Adjustments: Assumed exchange of non-controlling interest THG units for shares of Class A Common Stock 245,554 255,178 — 255,328 Assumed conversion of shares of Series A Convertible Preferred Stock into shares of Class A Common Stock 6,785 6,785 6,785 6,785 Assumed vesting of share-based compensation awards 6,445 8,101 7,062 7,162 Adjusted weighted average shares of Class A Common Stock outstanding — Diluted 361,105 360,096 360,820 357,779 Adjusted Diluted EPS $0.08 $0.03 $0.37 $0.21 Diluted earnings per share $0.06 $0.01 $0.37 $0.10 Impact of assumed exchange, conversion, or vesting of remaining potentially dilutive securities 3 0.02 0.01 0.05 0.12 Non-GAAP adjustments 4 — 0.01 (0.05) (0.01) Adjusted Diluted EPS $0.08 $0.03 $0.37 $0.21 THREE MONTHS EN D DECEMBER 31, YEAR ENDED DECE , RECONCILIATION OF NON-GAAP METRICS Adjusted Net Income and Adjusted Diluted EPS
Markel Fronting Arrangement Evolving the decade-long partnership, with Hagerty controlling 100% of the premium in 2026 HAGERTY Q4 2025 | 18 → 1997 Mazda Miata: Smiles per mile, still undefeated. PHOTOGRAPHER: JAMES LIPMAN DRIVING BETTER PROFITABILITY AND OPERATIONAL CONTROL WITH NO DISRUPTION TO POLICYHOLDERS Hagerty and Markel are currently under a non-binding LOI. The Proposed Fronting Arrangement is subject to negotiation of final binding agreements between the parties. PREVIOUS MODEL NEW FRONTING STRUCTURE (1/1/26) » Hagerty earns 42% total commissions as an MGA and retains 80% of the risk via Hagerty Re » Markel retains 20%, handles filings and administrative support » Hagerty Re pays a 47% ceding commission to Markel (~42% commissions + ~5% for G&A, taxes and operating expenses) » Hagerty Re earns 100% of the premium and retains 100% of the risk » Hagerty secures expanded underwriting and claims authority; Markel issues policies and provides administrative support » Hagerty Re pays a ~2% fronting fee and funds G&A, taxes and operating
HAGERTY Q4 2025 | 19 WELL-POSITIONED TO CAPTURE ADDITIONAL MARKET SHARE Large and underpenetrated target market Hagerty Target Market is the subset of TAM identified as more likely to be currently used as collector vehicles based on age, inherent vehicle characteristics and expert curation. Source: Hagerty. Company reports based on aggregated data of various sources; 1 Per Facebook analytics, members who have expressed an interest in or “Liked” automobiles or associated interests. 2 Per Hagerty company reports based on aggregated data of various sources. 3 Vehicles in force as of December 31, 2025. TYPE TOTAL ADDRESSABLE MARKET (M) HAGERTY TARGET MARKET (M) HAGERTY TCM PENETRATION Pre 1981 Vehicles 11.1 11.1 15.3% Post 1980 Vehicles 38.0 24.9 3.1% Total 49.1 36.0 6.9% 2.8M Hagerty Insured Vehicles3 36M Hagerty Target Market2 49M Total Addressable Market 67M U.S. Auto Enthusiasts2 500M+ Global Auto Enthusiasts1 HAGERTY PENETRATION AND U.S. AUTO INSURED VEHICLE COUNT Pre 1981 Vehicle Count Post 1980 Vehicle Count 0 200,000 400,000 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000 1,800,000 2,000,000 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 ~3% ~15%
HAGERTY Q4 2025 | 20 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 —% 100% 200% 300% 400% 500% 600% Hagerty U.S. Auto - CAGR 13% Industry Top 100 - CAGR 5% Hagerty Loss Ratio - average = 39% Industry Loss Ratio - average = 68% HAGERTY U.S. AUTO PREMIUM GROWTH VS. INDUSTRY TOP 100 HAGERTY U.S. AUTO LOSS PERFORMANCE VS. INDUSTRY TOP 100 Source: Hagerty Internal Data, S&P Global Market Intelligence (2025). To ta l P er ce nt ag e G ro w th To ta l L os s P er fo rm an ce 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 20% 30% 40% 50% 60% 70% 80% 90% HAGERTY’S DIFFERENTIATED MODEL DELIVERS HIGH-QUALITY GROWTH Consistent low to mid-teens premium growth with low volatility underwriting
HAGERTY Q4 2025 | 21 HISTORICAL WRITTEN PREMIUM GROWTH 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 0 200 400 600 800 1,000 1,200 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 —% 3% 5% 8% 10% 13% 15% 18% 20% TOTAL U.S. AUTO WRITTEN PREMIUM U.S. AUTO WRITTEN PREMIUM ANNUAL GROWTH
HAGERTY Q4 2025 | 22 450,000 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 • New business count accelerated with commencement of State Farm Classic+ conversion WRITTEN PREMIUM GROWTH FUELED BY NEW MEMBERS Consistent share gains drive new business count
FAQ
How did Hagerty (HGTY) perform financially in full year 2025?
Hagerty delivered strong 2025 results, with Total Revenue of $1,456 million, up 17% year-over-year. Written Premium reached $1,194 million, up 14%, while Net Income rose 91% to $149 million and Adjusted EBITDA increased 46% to $237 million, reflecting improved margins.
What were Hagerty’s key profitability metrics and insurance ratios for 2025?
Hagerty reported Income before taxes of $139 million, up 49%, and Net Income of $149 million. The insurance book was highly profitable, with a full-year Loss Ratio of 39.3% and a Hagerty Re Combined Ratio of 86.6%, indicating strong underwriting performance and cost discipline.
What guidance did Hagerty (HGTY) provide for its 2026 results?
For 2026, Hagerty expects Written Premium growth of 15%–16% but projects Total Revenue to decline 12%–11%. It guides to a Net Loss of $(51)–$(41) million and Adjusted EBITDA between $236 million and $247 million, reflecting transitional costs from the Markel Fronting Arrangement.
How does the new Markel Fronting Arrangement affect Hagerty’s financials?
Beginning in 2026, Hagerty Re will retain 100% of premiums and risk on policies under the Markel Fronting Arrangement, paying roughly a 2% fronting fee. Commission revenue and ceding commission expense tied to Markel will be removed from reported revenue, while profitability is expected to improve over time.
How fast is Hagerty’s marketplace and membership business growing?
In 2025, Marketplace revenue increased 119% to $119 million, helped by European expansion and more private sales. Membership and other revenue grew 4% to $82 million, with paid Hagerty Drivers Club members rising 6% to about 930,000, supporting recurring, engagement-driven revenue streams.
What were Hagerty’s key operating metrics for policies, vehicles, and retention in 2025?
As of December 31, 2025, Hagerty had approximately 1,684,935 policies in force, insuring about 2,819,179 vehicles. Policies in Force Retention was 88.7%, slightly below 89.0% a year earlier, and the company added a record 371,203 new insurance members during the year.
Filing Exhibits & Attachments
7 documents
HAGERTY INC
NYSE:HGTY
HGTY Rankings
HGTY Latest News
HGTY Latest SEC Filings
Feb 26, 2026
[10-K] Hagerty, Inc. Files Annual Report
Jan 27, 2026
[Form 4] Hagerty, Inc. Insider Trading Activity
Jan 26, 2026
[144] Hagerty, Inc. SEC Filing
Jan 22, 2026
[Form 4] Hagerty, Inc. Insider Trading Activity
Jan 20, 2026
[144] Hagerty, Inc. SEC Filing
HGTY Stock Data
1.17B
94.04M
Insurance - Property & Casualty
Insurance Agents, Brokers & Service
United States
TRAVERSE CITY