Hagerty holder converts 7.8M units to Class A
A major Hagerty, Inc. shareholder converted 7.8 million Paired Interests into Class A common shares in connection with an underwritten secondary offering.
Rhea-AI Filing Summary
Hagerty, Inc. (HGTY) reports that MARKEL GROUP INC., a more than ten percent owner, converted 7,836,411 Paired Interests (each consisting of one Class V Common Share and one OpCo Unit) into an equal number of Class A Common Shares on September 11, 2026, pursuant to an Amended and Restated Exchange Agreement. This reduced Markel’s Class V position and increased its Class A holdings to 10,944,411 shares, while it continues to hold 67,163,589 Class V shares after the transaction; no Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
7,836,411 shares exercised/converted
Exercise
2 txns
Insider
MARKEL GROUP INC.
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class V Common Stock F1, F2 | 7,836,411 | -- | -- |
| Conversion | Class A Common Stock F2, F1 | 7,836,411 | -- | -- |
Holdings After Transaction:
Class V Common Stock — 67,163,589 contracts (Direct);
Class A Common Stock — 10,944,411 shares (Direct)
Footnotes (2)
- F1. Each share of Class V Common Stock is paired with one unit of limited liability company interest of The Hagerty Group, LLC (each, an "OpCo Unit" and, together with each corresponding share of Class V Common Stock, a "Paired Interest"). Each Paired Interest has no expiration date and is exchangeable, at the option of the holder, on a one-for-one basis for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, an equivalent value in cash, pursuant to the Exchange Agreement, dated as of December 2, 2021, and amended and restated as of March 23, 2022, among the Reporting Person, The Hagerty Group, LLC, Hagerty Holding Corp., and the Issuer (the "Amended and Restated Exchange Agreement"). Each share of Class V Common Stock has no incidents of economic ownership and has ten (10) votes per share until the earlier of (i) December 2, 2036, and (ii) transfer to a non-qualified transferee, after which it has one (1) vote per share.
- F2. In connection with an underwritten secondary offering of shares of Class A Common Stock by Hagerty Holding Corp. that closed on September 11, 2026, and pursuant to the terms of the Amended and Restated Exchange Agreement, the Reporting Person exchanged 7,836,411 Paired Interests for, at the election of the Issuer, an equal number of shares of Class A Common Stock.
Key Figures
Paired Interests Converted: 7,836,411 shares
Class A Common Stock Held After: 10,944,411 shares
Class V Common Stock Held After: 67,163,589 shares
+3 more
6 metrics
Paired Interests Converted
7,836,411 shares
Paired Interests exchanged for Class A Common Stock on September 11, 2026
Class A Common Stock Held After
10,944,411 shares
Direct Class A holdings of MARKEL GROUP INC. after the conversion
Class V Common Stock Held After
67,163,589 shares
Direct Class V holdings of MARKEL GROUP INC. after disposition of 7,836,411 shares
Class V Voting Rights
10 votes per share
Until earlier of December 2, 2036 or transfer to a non-qualified transferee
Reduced Voting After Transfer or Date
1 vote per share
Class V shares after December 2, 2036 or transfer to a non-qualified transferee
Exchange Ratio
1 Paired Interest for 1 Class A Common Share
One-for-one exchange basis under the Amended and Restated Exchange Agreement
Key Terms
Paired Interest, OpCo Unit, Amended and Restated Exchange Agreement, underwritten secondary offering
4 terms
Paired Interest financial
"Each share of Class V Common Stock is paired with one unit of limited liability company interest..."
OpCo Unit financial
"Each share of Class V Common Stock is paired with one unit of limited liability company interest..."
Amended and Restated Exchange Agreement regulatory
"pursuant to the Exchange Agreement, dated as of December 2, 2021, and amended and restated..."
underwritten secondary offering financial
"In connection with an underwritten secondary offering of shares of Class A Common Stock..."
An underwritten secondary offering is when existing shareholders sell a block of already-issued shares and an investment bank agrees to buy and resell them to the public, guaranteeing the sale will go through. Think of it as a store owner pre-selling a large shipment to a wholesaler who then sells it to customers; for investors, it can increase the number of shares available, affect short-term price pressure, and signal that insiders are taking profits or diversifying holdings.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did HGTY disclose involving MARKEL GROUP INC.?
Hagerty, Inc. disclosed that MARKEL GROUP INC. converted 7,836,411 Paired Interests into an equal number of Class A Common Shares on September 11, 2026, under an Amended and Restated Exchange Agreement.
How did MARKEL GROUP INC.’s ownership in HGTY change after the September 11, 2026 conversion?
After the conversion, MARKEL GROUP INC. directly held 10,944,411 shares of Class A Common Stock and 67,163,589 shares of Class V Common Stock of Hagerty, Inc.
What are Paired Interests and OpCo Units in the HGTY structure?
Each Paired Interest consists of one Class V Common Share and one OpCo Unit of The Hagerty Group, LLC. Each Paired Interest is exchangeable, at the holder’s option, on a one-for-one basis for a Class A Common Share or, at the issuer’s option, an equivalent value in cash.
Did HGTY indicate the use of a Rule 10b5-1 trading plan for this Form 4?
No. The filing indicates that no Rule 10b5-1 trading plan is reported for these transactions, as the related checkbox is not affirmatively marked.
AI-generated analysis. How Rhea-AI works. Not financial advice.
