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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

August 6, 2025

Date of Report (date of earliest event reported)

 

 

HAGERTY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40244   86-1213144
(State or other jurisdiction
of incorporation or organization)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

121 Drivers Edge

Traverse City, Michigan 49684

(Address of principal executive offices and zip code)

(800) 922-4050

Registrant’s telephone number, including area code

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbols

 

Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share   HGTY   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


ITEM 7.01

Regulation FD Disclosure.

On August 6, 2025, Hagerty, Inc. (the “Company”) issued a press release announcing the commencement of a secondary public offering (the “Offering”) of shares of its Class A Common Stock, offered by Aldel LLC and Hagerty Holding Corp. A copy of the Company’s press release announcing the Offering is attached as Exhibit 99.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

 

ITEM 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release
104    Cover Page Interactive Data File (formatted as Inline XBRL)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      HAGERTY, INC.
     

/s/ Diana M. Chafey

Date: August 6, 2025       Diana M. Chafey
      Chief Legal Officer and Corporate Secretary
EX-99.1 2 d21566dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

For Immediate Release

Hagerty Announces Secondary Offering of its Class A Common Stock

TRAVERSE CITY, Michigan, August 6, 2025 /PRNewswire/ – Hagerty, Inc. (NYSE: HGTY) (“Hagerty”), an automotive enthusiast brand and leading specialty vehicle insurance provider, announced that Hagerty Holding Corp. (“HHC”) and Aldel LLC (“Aldel” and together with HHC, the “Selling Stockholders”) intend to offer 8,700,000 shares of Hagerty’s Class A Common Stock in an underwritten secondary public offering. In connection with the offering, the Selling Stockholders also intend to grant the underwriters a 30-day option to purchase up to an additional 1,305,000 shares of Hagerty’s Class A Common Stock.

Hagerty will not receive any proceeds from the sale of shares of its Class A Common Stock by the Selling Stockholders. The Selling Stockholders will bear the underwriting discount attributable to their sale of the Class A Common Stock, and Hagerty will bear the remaining expenses. HHC has advised us that the net proceeds from the sale of its shares in this offering will be used to effect a redemption, for the benefit of the estate of Kim Hagerty, of a corresponding number of its HHC shares. Keefe, Bruyette & Woods, a Stifel Company, and J.P. Morgan are acting as representatives of the underwriters and lead bookrunning managers of the offering. BMO Capital Markets, Citizens Capital Markets and Wells Fargo Securities are acting as additional book running managers of the offering and Oppenheimer & Co. is acting as co-manager of the offering.

Hagerty has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents, including a prospectus supplement, when available, that Hagerty has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, Hagerty, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Keefe, Bruyette & Woods, Inc., 787 Seventh Ave., 4th Floor, New York, New York 10019, Attention: Equity Capital Markets by telephone: (800) 966-1559 or email: kbwsyndicatedesk@kbw.com, or J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements provided, other than statements of historical fact, are forward-looking statements, including those relating to the offering, including the timing and size of the offering and the grant of the option to purchase additional shares. The words “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” “contemplate,” and similar expressions, and the negative of these expressions, are intended to identify forward-looking statements.

Hagerty has based these forward-looking statements largely on current expectations about future events, which may not materialize. Actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. These factors include, among other things, Hagerty’s ability to: (i) compete effectively within our industry and attract and retain our insurance policyholders and paid Hagerty Drivers Club (“HDC”) subscribers; (ii) maintain key strategic relationships with our insurance distribution and underwriting carrier partners; (iii) prevent, monitor, and detect fraudulent activity; (iv) manage risks associated with disruptions, interruptions, outages or other issues with our technology platforms or our use of third-party services; (v) accelerate the adoption of our membership and marketplace products and services, as well as any new insurance programs and products we offer; (vi) complete the proposed fronting arrangement with Markel Group Inc. and achieve its intended benefits, (vii) manage the cyclical nature of the insurance business, including through any periods of recession, economic downturn or inflation; (viii) address unexpected increases in the frequency or severity of claims, and (ix) comply with the numerous laws and regulations applicable to our business, including state, federal and foreign laws relating to insurance and rate increases, privacy, the internet, and accounting matters.


The forward-looking statements herein represent the judgment of Hagerty as of the date of this release and Hagerty disclaims any intent or obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise. This press release should be read in conjunction with the information included in the Hagerty’s other press releases, reports and other filings with the Securities and Exchange Commission.

About Hagerty, Inc. (NYSE: HGTY)

Hagerty is an automotive enthusiast brand committed to saving driving and to fueling car culture for future generations. The company is a leading provider of specialty vehicle insurance, expert car valuation data and insights, live and digital car auction services, immersive events and automotive entertainment custom made for the 67 million Americans who self-describe as car enthusiasts. Hagerty also operates in Canada and the U.K. and is home to Hagerty Drivers Club, a community of over 900,000 who can’t get enough of cars. For more information, please visit www.hagerty.com or connect with us on Facebook, Instagram, Twitter and LinkedIn.

More information can be found at newsroom.hagerty.com.

Contact: Jay Koval, investor@hagerty.com

Hagerty Media Contact: Andrew Heller, aheller@hagerty.com

Category: Financial

Source: Hagerty

 

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