SCHEDULE: Markel Group Adjusts Hagerty Stake in Secondary Offering

Markel Group Inc. has amended its Schedule 13D filing to reflect a significant exchange of Class V Common Stock and OpCo Units for Class A Common Stock in connection with Hagerty, Inc.'s November 2026 Secondary Offering.

Summary

• Markel Group Inc. (Reporting Person) filed Amendment No. 7 to its Schedule 13D concerning Hagerty, Inc. (Company).
• On November 12, 2026, Markel Group exchanged 4,693,570 shares of Class V Common Stock and associated OpCo Units for an equal number of Class A Common Stock shares.
• This exchange occurred in connection with Hagerty's November 2026 Secondary Offering.
• Markel Group entered into a lock-up agreement on November 10, 2026, restricting the sale of its Capital Stock for 60 days after the final prospectus supplement date.
• As of the filing date, Markel Group beneficially owns 79,380,264 shares of Class A Common Stock, representing approximately 39.6% of the outstanding shares.
• This beneficial ownership includes Class V Common Stock/OpCo Units, Series A Preferred Stock, and directly held Class A Common Stock.
• Class V Common Stock carries ten votes per share until December 2, 2036, or transfer, after which it has one vote per share.
• The Series A Preferred Stock votes with Class A Common Stock on an as-converted basis.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting ongoing strategic adjustments and a significant stake held by a major investor, with clear disclosures on share exchanges and lock-up agreements.

Positives

• Markel Group's continued strategic involvement and significant beneficial ownership (39.6%) in Hagerty, Inc.
• The exchange of Class V and OpCo Units for Class A shares demonstrates a clear path for Markel's stake to be represented in the publicly traded stock.
• The lock-up agreement, while restrictive, indicates a commitment to market stability during the secondary offering period.
• The filing clarifies voting power, noting Markel Group controls approximately 29.0% of the voting power, despite holding 39.6% of shares on a potential conversion basis.

Negatives

• The lock-up agreement imposes a 60-day restriction on the disposal of a substantial number of shares, limiting Markel Group's immediate flexibility.
• The complex structure of Class V Common Stock and OpCo Units, while providing significant voting power, adds complexity to understanding the true economic ownership and its eventual conversion.

Risks

• The lock-up agreement restricts the sale of Lock-Up Securities for 60 days post-prospectus supplement, potentially impacting liquidity for Markel Group.
• Future market conditions could affect the value of Hagerty's Class A Common Stock during the lock-up period.
• The voting power of Class V Common Stock changes after December 2, 2036, or upon transfer, which could alter control dynamics.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Hagerty, Inc. It primarily details a transaction by Markel Group Inc. and associated lock-up provisions.

Management Comments

• Markel Group Inc. (f/k/a Markel Corporation), a Virginia corporation ("Markel Group" or the "Reporting Person"), is hereby filing this Amendment No. 7 (this "Amendment No. 7") 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"), Amendment No. 4 filed by the Reporting Person on November 5, 2025 ("Amendment No. 4"), Amendment No. 5 filed by the Reporting Person on April 15, 2026 ("Amendment No. 5"), and Amendment No. 6 filed by the Reporting Person on September 14, 2026 ("Amendment No. 6" 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" or the "Issuer").
• "The undersigned acknowledges and agrees that the Representatives have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Shares and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate."
• "The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to you to participate in the Public Offering, enter into this Letter Agreement or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation."

Industry Context

StockSavvy.ai notes that this filing pertains to a significant shareholder's strategic adjustments within the specialty insurance and automotive lifestyle sector. The exchange of shares and the lock-up agreement are common mechanisms used during secondary offerings to manage market perception and provide stability.

Stakeholder Impact

• Shareholders: The exchange of shares and the secondary offering may impact the supply and demand dynamics of Class A Common Stock. The lock-up agreement temporarily limits the resale of a significant block of shares.
• Markel Group Inc.: The transaction solidifies its stake in Hagerty, Inc. in a more liquid form (Class A Common Stock) while adhering to market stabilization measures.
• Underwriters: The lock-up agreement is crucial for the underwriters to manage the secondary offering and maintain price stability.

Next Steps

• The lock-up period for Markel Group's restricted securities will end 60 days after the date of the final prospectus supplement relating to the November 2026 Secondary Offering.
• The voting power of Markel Group's Class V Common Stock will change after December 2, 2036, or upon transfer to a non-qualified transferee.

Key Dates

Recommendation

StockSavvy.ai recommends a 'hold' based on this filing. While Markel Group's continued significant stake and strategic exchange are positive indicators, the primary event is a secondary offering with associated lock-up restrictions. The filing itself does not provide new operational or financial performance data for Hagerty, Inc. that would warrant a buy or sell recommendation. The focus is on share structure and investor actions, making 'hold' the most prudent stance pending further operational updates from the company.

Keywords

Schedule 13D, Markel Group Inc., Hagerty, Inc., Class A Common Stock, Class V Common Stock, OpCo Units, Secondary Offering, Lock-Up Agreement