SCHEDULE: Markel Group Updates Hagerty Stake to 44.9%

Markel Group Inc. filed an amendment to its Schedule 13D, updating its beneficial ownership in Hagerty, Inc. to 44.9% of Class A Common Stock and 29.9% of total voting power.

Summary

• Markel Group Inc. (the "Reporting Person") filed Amendment No. 4 to its Schedule 13D regarding its holdings in Hagerty, Inc.
• The amendment updates Markel Group's beneficial ownership and voting power percentages in Hagerty, Inc.
• The change resulted solely from an increase in Hagerty's Class A Common Stock outstanding and a corresponding decrease in Class V Common Stock due to a conversion by another holder.
• As of November 4, 2025, Markel Group beneficially owns 79,380,265 shares of Hagerty's Class A Common Stock.
• This represents approximately 44.9% of Hagerty's Class A Common Stock outstanding.
• Markel Group controls approximately 29.9% of the total voting power of Hagerty, Inc.
• Markel Group's beneficial ownership is composed of 75,000,000 shares of Class V Common Stock and an equal number of OpCo Units (exchangeable 1:1 for Class A or cash), 1,590,668 shares of Series A Preferred Stock (exchangeable for 1,272,265 Class A shares), and 3,108,000 shares of Class A Common Stock.
• The beneficial ownership percentage calculation is based on 100,511,893 Class A shares outstanding as of October 24, 2025, plus potential conversions from Markel Group's Class V and Series A Preferred holdings.

Sentiment

Score: 6

Explanation: The filing is a routine update of beneficial ownership percentages, reflecting a technical adjustment due to external conversions rather than a new strategic move. While the percentage of voting power decreased, the overall significant stake remains, indicating continued commitment. No major positive or negative operational news is presented.

Positives

• Markel Group maintains a significant beneficial ownership stake in Hagerty, Inc., demonstrating continued strategic interest.
• The conversion of Class V Common Stock by another holder into Class A Common Stock could potentially increase liquidity for Class A shares in the market.

Negatives

• Markel Group's voting power percentage decreased to 29.9% due to an increase in Hagerty's Class A Common Stock outstanding, which technically dilutes Markel's relative control.

Risks

• The Class V Common Stock held by Markel Group has no incidents of economic ownership, meaning its value is tied solely to its convertibility and voting rights.
• The option for Hagerty, Inc. to pay an equivalent value in cash instead of Class A Common Stock upon conversion of Class V Common Stock and OpCo Units introduces a potential variable in Markel Group's future equity stake.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the structural details of Markel Group's ownership and voting rights in Hagerty, Inc.

Industry Context

This filing reflects a routine update to a significant institutional investor's stake in a publicly traded company. It highlights the ongoing strategic relationship between Markel Group, a diversified financial holding company, and Hagerty, Inc., a specialty insurance provider for classic and enthusiast vehicles. The adjustment in ownership percentages is a technical consequence of other market activities (conversion by another holder) rather than a direct strategic move by Markel Group, suggesting stability in their investment thesis for Hagerty.

Stakeholder Impact

• Shareholders (Hagerty, Inc.): The update clarifies the significant, albeit slightly diluted, voting power of a major institutional investor, Markel Group Inc., which could influence corporate decisions. The conversion of Class V to Class A by another holder might slightly increase the float of Class A shares.
• Shareholders (Markel Group Inc.): Provides transparency on a key investment holding.
• Management (Hagerty, Inc.): Awareness of Markel Group's substantial voting power (29.9%) is crucial for strategic planning and corporate governance.

Key Dates

Recommendation

This filing is a routine amendment to a Schedule 13D, primarily updating beneficial ownership percentages due to conversions by other holders, not a new strategic move by Markel Group. While Markel Group's voting power percentage in Hagerty, Inc. has slightly decreased, its overall significant stake remains substantial. There are no new material financial or operational details to warrant a change in investment thesis based solely on this filing. Investors should continue to hold their positions, awaiting more substantive operational or financial updates from Hagerty, Inc. or strategic announcements from Markel Group regarding its investment.

Keywords

Hagerty Inc., Markel Group Inc., Schedule 13D, beneficial ownership, Class A Common Stock, Class V Common Stock, Series A Preferred Stock, OpCo Units, voting power, SEC filing, equity stake