Markel updates 44.8% Hagerty stake, board designee

Markel Group Inc. filed Amendment No. 5 to its Schedule 13D on Hagerty, Inc., reporting beneficial ownership of 79,380,265 shares of Hagerty Class A Common Stock, or about 44.8% of the class.

Rhea-AI Filing Summary

Markel Group Inc. filed Amendment No. 5 to its Schedule 13D on Hagerty, Inc., reporting beneficial ownership of 79,380,265 shares of Hagerty Class A Common Stock, or about 44.8% of the class. This reflects various convertible securities and gives Markel Group roughly 29.9% of the company’s voting power.

The filing also notes governance changes: Michael R. Heaton resigned from Hagerty’s board on April 13, 2026, and Markel Group selected former employee Henrik Bjornstad as its new board designee, with the board appointing him effective April 14, 2026.

Key Figures

Beneficial ownership: 79,380,265 shares Ownership percentage: 44.8% Class A shares outstanding: 101,066,533 shares +5 more

8 metrics

Beneficial ownership 79,380,265 shares Hagerty Class A Common Stock beneficially owned by Markel Group as of Amendment No. 5

Ownership percentage 44.8% Percent of Hagerty Class A Common Stock represented by Markel Group’s beneficial ownership

Class A shares outstanding 101,066,533 shares Hagerty Class A Common Stock outstanding as of February 20, 2026

Class V and OpCo Units 75,000,000 shares/units Class V Common Stock and equal OpCo Units exchangeable one-for-one into Class A or cash

Series A Preferred conversion 1,272,265 shares Class A shares issuable upon conversion of 1,590,668 Series A Preferred Stock at the Conversion Rate

Direct Class A holdings 3,108,000 shares Class A Common Stock directly held by Markel Group included in beneficial ownership

Voting power 29.9% Approximate voting power in Hagerty controlled by Markel Group based on all voting classes

Series A Preferred Stock 1,590,668 shares Series A Preferred Stock held by Markel Group, convertible into Class A Common at the Conversion Rate

Key Terms

beneficial owner, Class V Common Stock, OpCo Units, Series A Preferred Stock, +2 more

6 terms

beneficial owner financial

"the Reporting Person may be deemed to be the beneficial owner of 79,380,265 shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Class V Common Stock financial

"includes 75,000,000 shares of Class V Common Stock and an equal number of OpCo Units"

OpCo Units financial

"75,000,000 shares of Class V Common Stock and an equal number of OpCo Units"

Series A Preferred Stock financial

"1,590,668 shares of Series A Preferred Stock, which are exchangeable, at the option of the Reporting Person"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Conversion Rate financial

"into 1,272,265 shares of Class A Common Stock at the Conversion Rate, which is subject to customary anti-dilution"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

Rule 13d-3(d)(1)(i) financial

"added to the total shares of Class A Common Stock outstanding for purposes of calculating the Reporting Person's beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many HGTY shares does Markel Group beneficially own according to this filing?

Markel Group is reported as the beneficial owner of 79,380,265 Hagerty Class A Common shares. This total combines Class V Common Stock, OpCo Units, Series A Preferred Stock on an as-converted basis, and directly held Class A Common Stock, as defined under Rule 13d-3(d)(1)(i).

What percentage of Hagerty (HGTY) does Markel Group’s stake represent?

Markel Group’s beneficial ownership represents approximately 44.8% of Hagerty’s Class A Common Stock. This percentage is calculated using 101,066,533 Class A shares outstanding plus shares issuable from Markel’s Class V Common, OpCo Units, and Series A Preferred Stock conversion rights.

How much voting power does Markel Group hold at Hagerty (HGTY)?

Markel Group controls approximately 29.9% of Hagerty’s total voting power. This figure reflects the combined voting rights of Class A and Class V Common Stock, including the ten-votes-per-share structure of Class V shares until certain time and transfer conditions are met.

What board changes at Hagerty (HGTY) are disclosed in this Schedule 13D/A?

The filing states that Michael R. Heaton resigned from Hagerty’s board on April 13, 2026. Markel Group selected Henrik Bjornstad, a former employee, as its new designee, and Hagerty’s board appointed him as a director effective April 14, 2026.

What securities make up Markel Group’s beneficial stake in Hagerty (HGTY)?

Markel’s stake comprises 75,000,000 shares of Class V Common Stock with an equal number of OpCo Units, 1,590,668 shares of Series A Preferred Stock convertible into 1,272,265 Class A shares, and 3,108,000 directly held Class A Common shares, all treated under beneficial ownership rules.

How is the 44.8% Hagerty (HGTY) ownership percentage calculated for Markel Group?

The 44.8% is based on 101,066,533 Class A shares outstanding plus 75,000,000 Class A shares issuable from Class V/Common OpCo Units and 1,272,265 Class A shares issuable from Series A Preferred, all attributed to Markel under Rule 13d-3(d)(1)(i) calculations.

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

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Accepted by SEC EDGAR 04/15/2026 - 06:55 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Hagerty, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

405166109

(CUSIP Number)

Richard R. Grinnan
Markel Group Inc., 4521 Highwoods Parkway
Glen Allen, VA, 23060
(804) 747-0136

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 405166109

1

Name of reporting person

MARKEL GROUP INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGINIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 79,380,265.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 79,380,265.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

79,380,265.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) The quantity reported in Row 7, Row 9, and Row 11 includes 75,000,000 shares of Class V Common Stock (as defined in the Original Schedule 13D) and an equal number of OpCo Units (as defined in the Original Schedule 13D), which are, together, exchangeable, at the option of the holder, on a one-for-one basis for a share of Class A Common Stock (as defined herein) or, if certain conditions set forth in the Amended and Restated Exchange Agreement (as defined in Amendment No. 1) are met, an equivalent value in cash at the option of the Company (as defined herein). (2) The quantity reported in Row 7, Row 9, and Row 11 includes 1,272,265 shares of Class A Common Stock that the Reporting Person has the right to acquire within 60 days as a result of the conversion mechanisms of the Series A Preferred Stock (as defined in Amendment No. 1), which are exchangeable, at the option of the Reporting Person, into shares of Class A Common Stock at the Conversion Rate (as defined in Amendment No. 1). (3) Percent of class represented by amount in Row 11 is based on the sum of (i) 101,066,533 shares of Class A Common Stock outstanding as of February 20, 2026, based on the Company's annual report on Form 10-K filed with the SEC (as defined in the Original Schedule 13D) on February 26, 2026; (ii) 75,000,000 shares of Class A Common Stock that could be issued upon conversion of Class V Common Stock and OpCo Units held by the Reporting Person; and (iii) 1,272,265 shares of Class A Common Stock that could be issued upon conversion of Series A Preferred Stock held by the Reporting Person, each of (ii) and (iii) of which have been added to the total shares of Class A Common Stock outstanding for purposes of calculating the Reporting Person's beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act. Notwithstanding the percentage reported herein, based on the aggregate total of Class A Common Stock and Class V Common Stock outstanding, and the voting power assigned to each class, the Reporting Person controls approximately 29.9% of the voting power of the Company.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Hagerty, Inc.
(c)	Address of Issuer's Principal Executive Offices: 121 Drivers Edge, Traverse City, MICHIGAN , 49684.
Item 1 Comment: Markel Group Inc. (f/k/a Markel Corporation), a Virginia corporation ("Markel Group" or the "Reporting Person") is hereby filing this Amendment No. 5 (this "Amendment No. 5") to the Schedule 13D filed by the Reporting Person on December 10, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed by the Reporting Person on June 27, 2023 ("Amendment No. 1"), Amendment No. 2 filed by the Reporting Person on July 8, 2024 ("Amendment No. 2"), Amendment No. 3 filed by the Reporting Person on April 18, 2025 ("Amendment No. 3"), and Amendment No. 4 filed by the Reporting Person on November 5, 2025 ("Amendment No. 4" and collectively, the "Schedule 13D"), relating to the Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of Hagerty, Inc., a Delaware corporation (the "Company"). Capitalized terms used in this Amendment No. 5 and not otherwise defined herein have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D.
Item 2.	Identity and Background
(c)	(c) Item 2(c) of the Schedule 13D is hereby amended and supplemented as follows: The name, business address, present principal occupation or employment, and citizenship of each director and each executive officer of Markel Group, as well as the number of shares of Class A Common Stock beneficially owned by each person, as applicable, are set forth in Annex A hereto and are incorporated by reference herein.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On April 13, 2026, Michael R. Heaton, formerly the Executive Vice President and Chief Operating Officer of Markel Group, resigned as a director on the Company's board of directors (the "Board"), effective immediately. Following Mr. Heaton's resignation, Markel Group selected Henrik Bjornstad, a former employee of Markel Group, to replace Mr. Heaton as Markel Group's designee on the Board, and the Board appointed Mr. Bjornstad as a director on the Board, effective April 14, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date of this Amendment No. 5, the Reporting Person may be deemed to be the beneficial owner of 79,380,265 shares of Class A Common Stock, or approximately 44.8% of the shares of Class A Common Stock outstanding. The Reporting Person's beneficial ownership is composed of (i) 75,000,000 shares of Class V Common Stock and an equal number of OpCo Units, which are, together, exchangeable, at the option of the holder, on a one-for-one basis for a share of Class A Common Stock or, if certain conditions set forth in the Amended and Restated Exchange Agreement are met, an equivalent value in cash at the option of the Company; (ii) 1,590,668 shares of Series A Preferred Stock, which are exchangeable, at the option of the Reporting Person, into 1,272,265 shares of Class A Common Stock at the Conversion Rate, which is subject to customary anti-dilution protections; and (iii) 3,108,000 shares of Class A Common Stock. 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. The Series A Preferred Stock votes together with the Class A Common Stock on an as-converted basis (one vote per share), and not as a separate class. The beneficial ownership percentage reported herein was calculated based on the sum of (i) 101,066,533 shares of Class A Common Stock outstanding as of February 20, 2026, based on the Company's annual report on Form 10-K filed with the SEC on February 26, 2026; (ii) 75,000,000 shares of Class A Common Stock that could be issued upon conversion of Class V Common Stock and OpCo Units held by the Reporting Person; and (iii) 1,272,265 shares of Class A Common Stock that could be issued upon conversion of Series A Preferred Stock held by the Reporting Person, each of (ii) and (iii) of which have been added to the total shares of Class A Common Stock outstanding for purposes of calculating the Reporting Person's beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act. Notwithstanding the percentage reported herein, based on the aggregate total of Class A Common Stock and Class V Common Stock outstanding, and the voting power assigned to each class, the Reporting Person controls approximately 29.9% of the voting power of the Company.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 4 of this Amendment No. 5 is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.15: Annex A, dated April 15, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MARKEL GROUP INC.

Signature:	/s/ Richard R. Grinnan
Name/Title:	Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary
Date:	04/15/2026