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HGTY Insider Filing: 8,245,000 Class A Shares Converted from Paired Interests

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Hagerty Holding Corp. filed a Form 4 reporting transactions dated 08/07/2025. The filing states that 8,245,000 shares of Class A common stock were issued to the reporting person in exchange for an equal number of Paired Interests surrendered under the Amended and Restated Exchange Agreement dated December 2, 2021 (as amended March 23, 2022).

The same Form 4 also records a reported sale (transaction code S) of 8,245,000 Class A shares on 08/07/2025 at a price of $8.9197 per share, showing 0 shares beneficially owned following that sale. The filing explains a Paired Interest consists of one Class V common share and one OpCo LLC unit and may be exchanged for a Class A share or, at the issuer's option, cash; Paired Interests have no expiration date.

Positive

  • The filing explicitly reports 8,245,000 Class A shares were issued to the reporting person in exchange for Paired Interests under the Exchange Agreement.
  • The Exchange Agreement is described with dates (original and amendment) and the Paired Interest composition and redemption options are clearly disclosed: exchangeable for Class A stock or cash and have no expiration date.

Negative

  • The Form 4 also reports a reported sale of 8,245,000 Class A shares on 08/07/2025 at $8.9197, showing 0 shares beneficially owned following that sale.
  • The filing does not provide additional context for the sale transaction (counterparty, purpose, or allocation of proceeds) within the disclosed content.

Insights

TL;DR: The Form 4 reports conversion of 8,245,000 Paired Interests into Class A shares and a contemporaneous sale of 8,245,000 Class A shares at $8.9197.

The filing documents large, same‑date transactions for the reporting person: issuance of 8,245,000 Class A shares in exchange for Paired Interests under the Exchange Agreement and a reported sale of the same number of Class A shares at $8.9197. Both transactions are explicitly recorded with the 08/07/2025 transaction date. From a securities perspective, the magnitude and identical share counts make this a material insider flow recorded on Form 4; the filing provides the transaction codes, share amounts, and sale price but does not provide further context such as use of proceeds or counterparty details.

TL;DR: Transactions executed pursuant to the Amended and Restated Exchange Agreement; Paired Interests convertible to Class A stock or cash and carry no expiration.

The Form 4 cites the Exchange Agreement (originally dated December 2, 2021 and amended March 23, 2022) as the contractual basis for surrendering Paired Interests and receiving Class A shares. The filing clearly defines a Paired Interest as one Class V share plus one OpCo LLC unit and states these interests may be exchanged for Class A shares or cash. The disclosure is focused on mechanics and quantity rather than governance actions such as board approvals or changes in control structure.

Insider Hagerty Holding Corp.
Role 10% Owner
Sold 8,245,000 shs ($73.54M)
Type Security Shares Price Value
Conversion Class V Common Stock 8,245,000 $0.00 --
Conversion Class A Common Stock 8,245,000 $0.00 --
Sale Class A Common Stock 8,245,000 $8.9197 $73.54M
Holdings After Transaction: Class V Common Stock — 167,788,906 shares (Direct); Class A Common Stock — 8,245,000 shares (Direct)
Footnotes (1)
  1. 8,245,000 shares of Class A Common Stock were issued to the Reporting Person in exchange for an equal number of Paired Interests (as defined below) that were surrendered by the Reporting Person pursuant to the Amended and Restated Exchange Agreement, dated as of December 2, 2021 and amended and restated as of March 23, 2022 (the "Exchange Agreement"), among the Issuer, The Hagerty Group, LLC ("OpCo"), the Reporting Person, Markel Corporation ("Markel") and each of the Reporting Person's and Markel's Qualified Transferees (as defined therein). Each "Paired Interest" consists of one share of Class V Common Stock of the Issuer and one unit of limited liability company interest of OpCo and may be surrendered by the Reporting Person pursuant to the Exchange Agreement in exchange for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, cash. Each Paired Interest has no expiration date and may be surrendered by the Reporting Person pursuant to the Exchange Agreement in exchange for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, cash.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hagerty Holding Corp.
(Last) (First) (Middle)
175 WILSON ROAD
(Street)
TRAVERSE CITY MI 49686
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hagerty, Inc. [ HGTY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/07/2025 C 8,245,000 A (1) 8,245,000 D
Class A Common Stock 08/07/2025 S 8,245,000 D $8.9197 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class V Common Stock (2) 08/07/2025 C 8,245,000 (2) (2) Class A Common Stock 8,245,000 (1) 167,788,906 D
Explanation of Responses:
1. 8,245,000 shares of Class A Common Stock were issued to the Reporting Person in exchange for an equal number of Paired Interests (as defined below) that were surrendered by the Reporting Person pursuant to the Amended and Restated Exchange Agreement, dated as of December 2, 2021 and amended and restated as of March 23, 2022 (the "Exchange Agreement"), among the Issuer, The Hagerty Group, LLC ("OpCo"), the Reporting Person, Markel Corporation ("Markel") and each of the Reporting Person's and Markel's Qualified Transferees (as defined therein). Each "Paired Interest" consists of one share of Class V Common Stock of the Issuer and one unit of limited liability company interest of OpCo and may be surrendered by the Reporting Person pursuant to the Exchange Agreement in exchange for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, cash.
2. Each Paired Interest has no expiration date and may be surrendered by the Reporting Person pursuant to the Exchange Agreement in exchange for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, cash.
HAGERTY HOLDING CORP. By: /s/ Jessica Sullivan Name: Jessica Sullivan Title: Secretary 08/11/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Hagerty (HGTY) report on Form 4?

The filing reports that on 08/07/2025 8,245,000 Class A shares were issued in exchange for Paired Interests and also reports a sale of 8,245,000 Class A shares at $8.9197 per share.

Who is the reporting person on the Form 4 for HGTY?

The reporting person is Hagerty Holding Corp.; the Form 4 is signed by Jessica Sullivan as Secretary on 08/11/2025.

What is a Paired Interest according to the filing?

The filing defines a Paired Interest as one share of Class V common stock and one unit of limited liability company interest of OpCo; it may be surrendered for a Class A share or, at the issuer's option, cash.

How many Class A shares were beneficially owned after the reported transactions?

The Form 4 shows both an issuance line reflecting 8,245,000 shares and a sale line showing 0 shares beneficially owned following the reported sale; both are recorded on the Form 4.

Under what agreement were the Paired Interests surrendered?

Paired Interests were surrendered pursuant to the Amended and Restated Exchange Agreement dated December 2, 2021 and amended and restated March 23, 2022, as disclosed in the filing.