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Hagerty: Markel exchanges interests for 4.69M shares

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Form Type
4

Rhea-AI Filing Summary

Hagerty, Inc. ten-percent owner Markel Group Inc. exchanged 4,693,570 Paired Interests on November 12, 2026, receiving an equal number of Class A shares at the issuer’s election. The exchange accompanied an underwritten secondary offering by Hagerty Holding Corp. that closed that day. Afterward, Markel reported holdings of 62,470,019 Class V shares and 15,637,981 Class A shares.

Insider MARKEL GROUP INC.
Role 10% Owner
Type Security Shares Price Value
Conversion Class V Common Stock F1, F2 4,693,570 -- --
Conversion Class A Common Stock F2, F1 4,693,570 -- --
Holdings After Transaction: Class V Common Stock — 62,470,019 shares (Direct); Class A Common Stock — 15,637,981 shares (Direct)
Holdings Before and After: Class V Common Stock, 67,163,589 to 62,470,019 shares (Direct); Class A Common Stock, 10,944,411 to 15,637,981 shares (Direct)
Footnotes (2)
  1. 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.
  2. F2. In connection with an underwritten secondary offering of shares of Class A Common Stock by Hagerty Holding Corp. that closed on November 12, 2026, and pursuant to the terms of the Amended and Restated Exchange Agreement, the Reporting Person exchanged 4,693,570 Paired Interests for, at the election of the Issuer, an equal number of shares of Class A Common Stock.
Paired Interests exchanged 4,693,570 Paired Interests November 12, 2026; exchanged for an equal number of Class A shares
Class A shares acquired 4,693,570 shares Received in the exchange on November 12, 2026
Class V shares held after exchange 62,470,019 shares Markel Group Inc.’s reported position following the November 12, 2026 exchange
Class A shares held after exchange 15,637,981 shares Markel Group Inc.’s reported position following the November 12, 2026 exchange
Paired Interest financial
"each corresponding share of Class V Common Stock, a “Paired Interest”"
OpCo Unit financial
"each, an “OpCo Unit”"
Amended and Restated Exchange Agreement financial
"pursuant to the terms of the Amended and Restated Exchange Agreement"
underwritten secondary offering financial
"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.

How many HGTY Paired Interests did Markel Group Inc. exchange?

Markel Group Inc. exchanged 4,693,570 Paired Interests on November 12, 2026, receiving an equal number of Class A shares at Hagerty, Inc.’s election. The exchange was made under the Amended and Restated Exchange Agreement.

What were Markel Group Inc.’s HGTY holdings after the exchange?

After the exchange, Markel reported 62,470,019 Class V shares and 15,637,981 Class A shares.

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

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SEC Form 4
FORM 4UNITED 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*
MARKEL GROUP INC.

(Last)(First)(Middle)
4521 HIGHWOODS PARKWAY

(Street)
GLEN ALLEN VIRGINIA 23060

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Hagerty, Inc. [ HGTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock11/12/2026C(2)4,693,570A(1)15,637,981D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class V Common Stock(1)11/12/2026C(2)4,693,570 (1) (1)Class A Common Stock4,693,570(1)62,470,019D
Explanation of Responses:
1. 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.
2. In connection with an underwritten secondary offering of shares of Class A Common Stock by Hagerty Holding Corp. that closed on November 12, 2026, and pursuant to the terms of the Amended and Restated Exchange Agreement, the Reporting Person exchanged 4,693,570 Paired Interests for, at the election of the Issuer, an equal number of shares of Class A Common Stock.
/s/ Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary11/13/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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