SCHEDULE: State Farm Updates Hagerty Class A Common Stock Ownership to 53.5%
Beneficial Ownership Update
State Farm Mutual Automobile Insurance Company has updated its beneficial ownership in Hagerty, Inc., now holding 53.5% of Class A Common Stock, primarily due to an increase in outstanding shares.
Summary
- State Farm Mutual Automobile Insurance Company (the "Reporting Person") filed Amendment No. 6 to its Schedule 13D regarding its beneficial ownership in Hagerty, Inc. (the "Issuer").
- The amendment updates State Farm's beneficial ownership percentage, which changed solely due to an increase in the number of Class A Common Stock shares outstanding as disclosed in Hagerty's Form 10-Q for the quarterly period ended September 30, 2025.
- State Farm beneficially owns 56,040,881 shares of Hagerty's Class A Common Stock.
- This ownership includes 4,240,881 shares of Class A Common Stock that State Farm has the right to acquire within 60 days upon conversion of 5,302,226 shares of Series A Preferred Stock.
- State Farm's beneficial ownership represents approximately 53.5% of the Class A Common Stock outstanding, calculated based on 100,511,893 Class A shares outstanding as of October 24, 2025, plus the convertible shares.
- Despite holding a majority of Class A Common Stock, State Farm controls approximately 2.2% of the total voting power of Hagerty, Inc., considering both Class A and Class V Common Stock outstanding and their assigned voting powers.
- State Farm has not engaged in any transactions involving Hagerty's Class A Common Stock during the past sixty days.
Sentiment
Score: 5
Explanation: The filing is a factual update on beneficial ownership, not containing operational news or financial results that would typically drive a positive or negative sentiment. It's a routine regulatory disclosure.
Positives
- State Farm maintains a significant, majority stake in Hagerty's Class A Common Stock, indicating continued strategic interest and investment in the company.
- The increase in State Farm's reported beneficial ownership percentage is a result of an increase in Hagerty's overall outstanding Class A shares, rather than a reduction in State Farm's holdings.
Negatives
- Despite holding a majority of the Class A Common Stock, State Farm's overall voting power in Hagerty is limited to approximately 2.2% due to the company's dual-class share structure, which could limit its influence on corporate governance and strategic decisions.
Risks
- The information provided in this Schedule 13D is not deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, which is a standard disclaimer for such filings.
Future Outlook
This filing does not contain any forward-looking statements or guidance from Hagerty, Inc. or State Farm Mutual Automobile Insurance Company regarding future performance or strategic direction.
Industry Context
This filing is a routine disclosure of a significant shareholder's updated ownership stake and does not provide specific insights into broader industry trends or competitive landscape within the insurance or automotive enthusiast markets. It primarily reflects State Farm's continued, albeit structurally limited, investment in Hagerty.
Legal Proceedings
- Neither State Farm nor, to its knowledge, any of its directors or executive officers listed on Schedule A, has been convicted in a criminal proceeding (excluding traffic violations) or been a party to a civil proceeding resulting in a judgment, decree, or final order related to federal or state securities laws within the last five years.
Related Party Transactions
- State Farm Mutual Automobile Insurance Company is a significant shareholder of Hagerty, Inc., holding a majority of its Class A Common Stock. The filing updates this existing relationship.
Stakeholder Impact
- Shareholders: Provides updated transparency on the ownership structure and the significant stake held by State Farm in Hagerty's Class A Common Stock, while also clarifying State Farm's limited overall voting power.
- Management: Confirms the continued presence of a major institutional investor, State Farm, as a dominant Class A shareholder.
Key Dates
| Date | Description |
|---|---|
| 2021-12-10 | Original Schedule 13D filed by State Farm |
| 2023-02-10 | Schedule 13D Amendment No. 1 filed by State Farm |
| 2023-03-01 | Schedule 13D Amendment No. 2 filed by State Farm |
| 2023-06-23 | Schedule 13D Amendment No. 3 filed by State Farm |
| 2024-06-05 | Schedule 13D Amendment No. 4 filed by State Farm |
| 2024-07-10 | Schedule 13D Amendment No. 5 filed by State Farm |
| 2025-10-24 | Date as of which 100,511,893 shares of Class A Common Stock were outstanding, per Hagerty's Form 10-Q |
| 2025-11-04 | Date of event which required filing of this statement (related to Hagerty's Form 10-Q filing) |
| 2025-11-06 | Date of signing of this Amendment No. 6 by State Farm |
Keywords
Hagerty Inc, State Farm, Class A Common Stock, Beneficial Ownership, Schedule 13D, SEC Filing, Equity Stake, Voting Power, Series A Preferred Stock
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