HAGERTY INC SEC Filings

Hagerty, Inc. (HGTY) Form 144 notice reports a proposed sale and extensive recent dispositions by related holder Aldel LLC/Robert I. Kauffman. The filer lists a proposed sale of 7,356 common shares with an aggregate market value of $79,224, against 90,942,223 shares outstanding, and names Merrill Lynch as broker with an approximate sale date of 08/21/2025. The filing discloses that Aldel LLC acquired 3,500,000 shares on 12/02/2021 as part of a PIPE financing tied to the company’s business combination with Hagerty.

The document also provides a detailed list of sale transactions by Robert I. Kauffman/Aldel LLC covering multiple dates from April through July 2025, including several large single-day dispositions (for example, 110,600 shares on 07/24/2025 with gross proceeds of $1,156,876). The filer affirms compliance statements required by the form.

Hagerty, Inc. (HGTY) director and reporting person exchanged 1,236,750 Paired Interests for an equal number of Class A common shares and then sold those 1,236,750 Class A shares on 08/13/2025 at $8.9197 per share. The filing shows 1,236,750 shares issued via the Amended and Restated Exchange Agreement and the same number sold the same day. After the transactions, the reporting person beneficially owns 166,552,156 shares of Class A common stock.

Hagerty Holding Corp. (HHC) reported an additional sale of 1,236,750 shares of Hagerty, Inc. Class A common stock on August 13, 2025, at $8.9197 per share pursuant to an underwriters' option. HHC continues to hold 166,552,156 Class V Common Stock and an equal number of OpCo Units that HHC may surrender for the same number of Class A shares or cash. Those interests are presented as potentially convertible into 166,552,156 Class A shares, representing approximately 62.4% of Class A on a pro forma basis, and HHC controls roughly 66.0% of the voting power due to the dual-class structure where each Class V share currently carries ten votes. The filing disclaims broader beneficial ownership under Rule 13d-4 while describing family ownership and voting arrangements within HHC.

Hagerty, Inc. received a joint Schedule 13G/A filing from Polar Capital Holdings Plc, Polar Capital LLP and Polar Capital Funds PLC - Biotechnology Fund stating they do not beneficially own any Class A common shares of the company. The filers report zero sole or shared voting power and zero sole or shared dispositive power, representing 0.00% of the class. The filing identifies each reporting person’s regulatory classification (holding company, investment adviser and other organization) and includes a joint filing statement confirming shared responsibility for future amendments and a certification that the securities were not acquired to influence control of the issuer.

Robert I. Kauffman, a director of Hagerty, Inc. (HGTY), reported sales of Class A common stock in August 2025. The filing discloses dispositions of 1,455,000 shares on 08/11/2025 and 218,250 shares on 08/13/2025 sold pursuant to a registered secondary offering, including the exercise in full of the underwriters' option. The filing states the net proceeds per share were $8.9197, which reflects the $9.34 public offering price less underwriting discounts of $0.4203 per share.

The shares sold were held by Aldel LLC; Kauffman is identified as manager of Aldel LLC and disclaims beneficial ownership except to the extent of his pecuniary interest. The table also lists an additional disposition of 67,302 shares without a transaction date or price in the form.

Hagerty, Inc. entered into an underwriting agreement under which the Selling Stockholders sold an aggregate of 9,700,000 shares of Class A common stock and granted the underwriters a 30-day option to purchase up to 1,455,000 additional shares. The shares were offered at a public price of $9.34 per share and the offering closed. The underwriting was led by Keefe, Bruyette & Woods and J.P. Morgan Securities.

The filing attaches the underwriting agreement, a legal opinion from DLA Piper LLP (US), a consent, and a press release regarding pricing. This is a material definitive agreement reflecting a significant secondary sale by existing stockholders.

Hagerty Holding Corp. reports ownership of 167,788,906 Class V Common Stock and an equal number of OpCo Units that may be surrendered for Class A Common Stock or, at the issuer's option, cash. If converted or settled in shares, those interests represent approximately 62.9% of Class A on a stated basis and give HHC control of about 66.2% of the Company's voting power, meaning HHC effectively retains majority control over corporate decisions.

The filing discloses an underwritten offering in which HHC sold 8,245,000 shares of Class A Common Stock to underwriters at $8.9197 per share and references an underwriter public offering price of $9.34 per share; a 30-day option to purchase additional shares was granted to the underwriters. HHC agreed to a customary 90-day lock-up with defined exceptions. Material agreements described include an Investor Rights Agreement giving HHC director nomination and preemptive rights, an Amended Exchange Agreement governing redemptions/exchanges of paired interests, and a Tax Receivable Agreement under which the Company would pay legacy holders 85% of cash tax benefits realized from certain exchanges.

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.

Hagerty, Inc. (HGTY) – 9.7 M-share secondary offering The prospectus supplement registers 9,700,000 Class A shares (plus a 1,455,000-share option) to be sold by Hagerty Holding Corp. (HHC) and Aldel LLC at $9.34, raising $90.6 M for the sellers. Hagerty receives no proceeds; HHC will use its $76.5 M net after-tax cash to redeem shares for the estate of Kim Hagerty. Settlement is set for 11 Aug 2025.

Following the exchange of paired OpCo units, the public float rises to ~99.0 M Class A shares while 242.8 M Class V shares (10 votes each) remain outstanding; insiders will still control ~96 % of aggregate voting power, so HGTY retains NYSE “controlled company” status. The company is an emerging-growth filer under the JOBS Act.

Strategic updates • A non-binding LOI with Markel would shift 100 % of underwriting risk to Hagerty Re (vs. 80 % today) for a 2 % fronting fee, aiming to boost margins from Q1-26 once definitive documents and regulatory approvals are secured. • The new “Enthusiast+” policy, launched in Colorado Q3-25 via Drivers Edge, targets modern collectible vehicles with higher premiums and rollout planned nationwide over 3-4 yrs.

Snapshot Insures 2.7 M vehicles; >900 k Drivers Club members; Hagerty Re equity $294 M, trailing-12-m ROE 20.9 %. US TAM estimated at $19 B premiums. Public offer price implies an 11 % discount to the 5 Aug close ($11.12).

Key risks secondary sale increases supply without funding growth; dual-class governance; execution and regulatory risk around the Markel fronting deal; higher loss ratios expected for Enthusiast+.