Markel Group Ups Hagerty Stake to 10.4%

TL;DR

Markel Group now owns 10.4% of Hagerty, Inc. (HGTY) after filing an amendment.

AI Summary

Markel Group Inc. filed an amendment (No. 2) to its Schedule 13D on July 8, 2024, regarding its holdings in Hagerty, Inc. Markel Group Inc. now beneficially owns 14,500,000 shares of Hagerty's Class A Common Stock, representing approximately 10.4% of the outstanding shares. This filing indicates a change in the reporting person's beneficial ownership.

Why It Matters

This filing signals a significant increase in Markel Group's investment in Hagerty, potentially indicating a strategic interest or a belief in Hagerty's future performance.

Risk Assessment

Risk Level: medium — Increased stake by a significant investor can lead to volatility and potential strategic shifts for the company.

Key Numbers

• 14.5M — Shares Owned (Markel Group Inc.'s beneficial ownership in Hagerty, Inc.)
• 10.4% — Ownership Stake (Markel Group Inc.'s percentage of Hagerty, Inc. Class A Common Stock.)

Key Players & Entities

• Markel Group Inc. (company) — Reporting Person
• Hagerty, Inc. (company) — Issuer
• 14,500,000 (dollar_amount) — Number of shares beneficially owned
• 10.4% (dollar_amount) — Percentage of outstanding shares owned
• 20240708 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• ef20032165_sc13da.htm (SC 13D/A) — 82KB
• 0001140361-24-032683.txt ( ) — 84KB

of the Schedule 13D is hereby amended and supplemented as follows

Item 2 of the Schedule 13D is hereby amended and supplemented as follows: (a-c) 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 on Annex A hereto and are incorporated by reference herein. (d-e) During the past five years, none of Markel Group or, to the best of its knowledge, any person listed on Annex A attached hereto, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 4 of this Amendment No. 2 is incorporated by reference herein. Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On June 3, 2024, pursuant to the registration statement on Form S-4 filed by the Company with the SEC on June 3, 2024 (the "Registration Statement"), the Company announced the commencement of an exchange offer (the "Exchange Offer"), pursuant to which the Company offered to all holders of its outstanding public warrants, private warrants, underwriter warrants, OTM warrants, and PIPE warrants (collectively, "Exchange Warrants"), including the Warrants held by the Reporting Person, the opportunity to receive 0.20 shares of Class A Common Stock in exchange for each outstanding Exchange Warrant tendered by the holder and exchanged pursuant to the Exchange Offer. Concurrently with the Exchange Offer, the Company solicited consents (the "Consent Solicitation") from holders of the Exchange Warrants to amend both the IPO Warrant Agreement (as defined in the Exchange Offer) and the Business Combination Warrant Agreement (as defined in the Exchange Offer) to permit the Company to require that each Exchange Warrant that was outstanding upon the closing of the Exchange Offer be exchanged for 0.18 shares of Class A Common Stock per warrant, which is a ratio 10% less than the exchange ratio applicable to the Exchange Offer. Pursuant to the terms of the IPO Warrant Agreement, all amendments except certain specified modifications or amendments required the vote or written consent of holders of both (i) at least 50% of the Public Warrants (as defined in the Exchange Offer) outstanding and (ii) at least 50% of the Private Placement Warrants (as defined in the Exchange Offer) outstanding. Pursuant to the terms of the Business Combination Warrant Agreement, all amendments except certain specified modifications or amendments required the vote or written consent of holders of at least 50% of the PIPE Warrants (as defined in the Exchange Offer) outstanding. On June 3, 2024, the Reporting Person agreed to tender i

(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows

Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows: (a)-(b) As of the date of this Amendment No. 2, the Reporting Person may be deemed to be the beneficial owner of 79,380,265 shares of Class A Common Stock, or approximately 47.9% 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) 85,703,286 shares of Class A Common Stock outstanding as of May 15, 2024, based on the Registration Statement; (ii) 3,686,191 shares of Class A Common Stock estimated to be issued in exchange for 18,430,959 Exchange Warrants at the Expiration Date of the Exchange Offer; (iii) 75,000,000 shares of Class A Common Stock that could be issued upon conversion of Class V Common Stock and an equal number of OpCo Units held by the Reporting Person; and (iv) 1,272,265 shares of Class A Common St

of the Schedule 13D is hereby amended and supplemented as follows

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 4 of this Amendment No. 2 is incorporated by reference herein. Item 7. Material to Be Filed as Exhibits.

of the Schedule 13D is hereby amended and supplemented as follows

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.12 Tender and Support Agreement, dated June 3, 2024 (incorporated by reference to Exhibit 10.37 of the Company's Registration Statement on Form S-4 filed with the SEC on June 3, 2024) CUSIP NO. 405166109 Page 5 of 6 Pages 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. July 8, 2024 MARKEL GROUP INC. By: /s/ Richard R. Grinnan Name: Richard R. Grinnan Title: Senior Vice President, Chief Legal Officer and Secretary CUSIP NO. 405166109 Page 6 of 6 Pages Annex A DIRECTORS AND EXECUTIVE OFFICERS OF MARKEL GROUP INC. The following table sets forth the name, present principal occupation or employment, and citizenship of each director and executive officer of Markel Group Inc., as well as the number of shares of Class A Common Stock beneficially owned by such person, as applicable, as of July 8, 2024. The business address of each person listed below is c/o Markel Group Inc., 4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148. DIRECTORS OF MARKEL GROUP INC. Name Present Occupation Citizenship Steven A. Markel Chairman of the Board, Markel Group Inc. United States Mark M. Besca Retired United States Lawrence A. Cunningham Consultant and Writer United States Thomas S. Gayner Chief Executive Officer, Markel Group Inc. United States Greta J. Harris President and Chief Executive Officer, Better Housing Coalition United States Morgan E. Housel Partner, The Collaborative Fund United States Diane Leopold Executive Vice President and Chief Operating Officer, Dominion Energy United States Anthony F. Markel Retired Vice Chairman, President and Chief Operating Officer, Markel Group Inc. United States Harold L. Morrison, Jr. Retired United States Michael O'Reilly Retired United States A. Lynne Puckett Retired United States

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