v3.26.3
Stockholders' Equity
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
Stockholders' Equity
16 — Stockholders' Equity

Class A Common Stock

Hagerty, Inc. is authorized to issue 500,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of Class A Common Stock are entitled to one vote for each share. As of September 30, 2026 and December 31, 2025, there were 120,569,434 and 100,706,893 shares of Class A Common Stock issued and outstanding, respectively.

Class V Common Stock

Hagerty, Inc. is authorized to issue 300,000,000 shares of Class V Common Stock with a par value of $0.0001 per share. Class V Common Stock represents voting, non-economic interests in Hagerty, Inc. Holders of Class V Common Stock are entitled to 10 votes for each share. In connection with the business combination that formed Hagerty, Inc. in 2021, shares of Class V Common Stock were issued to HHC and Markel (together, the "Legacy Unit Holders") along with an equivalent number of THG units. Each share of Class V Common Stock, together with the corresponding THG unit, is exchangeable for one share of Class A Common Stock. As of September 30, 2026 and December 31, 2025, there were 223,078,245 and 241,552,156 shares of Class V Common Stock issued and outstanding, respectively. Refer to "Exchange of THG Units" below for additional information.

Preferred Stock

Hagerty, Inc. is authorized to issue 20,000,000 shares of Preferred Stock with a par value of $0.0001 per share. The Board has the authority to issue shares of Preferred Stock with such designations, voting and other rights and preferences as may be determined from time to time.

As of September 30, 2026 and December 31, 2025, there were 8,483,561 shares of Preferred Stock issued and outstanding, which may, at the option of the holder, be converted at any time into shares of Class A Common Stock. Refer to Note 15 — Convertible Preferred Stock for additional information.
Non-controlling Interests

Hagerty, Inc. owns one THG unit for each share of Class A Common Stock outstanding, and is the sole managing member of THG. As a result, Hagerty, Inc. consolidates the financial statements of THG into its Condensed Consolidated Financial Statements. The Company reports a non-controlling interest representing the economic interest in THG held by other unit holders of THG. Refer to "Exchange of THG Units" below for additional information.
The following table summarizes the changes in ownership of THG units for the three and nine months ended September 30, 2026 and 2025:

Three months ended
September 30,		Nine months ended
September 30,
2026202520262025
THG units held by Hagerty, Inc.
Beginning of period101,804,93890,715,648100,706,89390,032,391
Issuance of shares under employee plans265,585226,575939,228831,530
Exchange of THG units for Class A Common Stock18,498,9119,484,25018,923,3139,562,552
End of period120,569,434100,426,473120,569,434100,426,473
Ownership percentage
Beginning of period29.4 %26.2 %29.1 %26.1 %
End of period34.7 %29.0 %34.7 %29.0 %
THG units held by other unit holders
Beginning of period244,996,392255,100,044245,420,794255,178,346
Exchange of THG units for Class A Common Stock(18,498,911)(9,484,250)(18,923,313)(9,562,552)
End of period226,497,481245,615,794226,497,481245,615,794
Ownership percentage
Beginning of period70.6 %73.8 %70.9 %73.9 %
End of period65.3 %71.0 %65.3 %71.0 %
Total THG units outstanding347,066,915346,042,267347,066,915346,042,267

At the end of each reporting period, THG equity attributable to Hagerty, Inc. and the non-controlling interest unit holders, respectively, is reallocated to reflect their current ownership in THG.
Shares Issued Under Employee Plans

Certain employees of THG subsidiaries are awarded share-based compensation in the form of restricted stock units ("RSUs") and performance restricted stock units ("PRSUs") under the 2021 Stock Incentive Plan. Upon the vesting of these awards, the employees receive shares of Class A Common Stock and the Company is issued an equivalent number of THG units, thereby increasing its ownership interest in THG. Employees of THG subsidiaries may also participate in the 2021 Employee Stock Purchase Plan (the "ESPP") under which these employees may purchase shares of Class A Common Stock at a discounted price and the Company is issued an equivalent number of THG units.

During the nine months ended September 30, 2026 and 2025, the Company received 908,702 and 797,980 THG units, respectively, in connection with shares of Class A Common Stock that were issued as a result of share-based compensation awards vesting under the 2021 Stock Incentive Plan. In addition, during the nine months ended September 30, 2026 and 2025, the Company received 30,526 and 33,550 THG units, respectively, in connection with shares of Class A Common Stock that were issued related to the ESPP.
Exchange of THG Units

Each THG unit and, if applicable, the associated share of Class V Common Stock, is exchangeable for, at the Company's option, one share of Class A Common Stock or cash. If the Company elects for an exchange to be settled in cash, the cash used to settle the exchange must be funded through a new equity offering of Class A Common Stock. Upon completion of any THG unit exchange, shares of any exchanged Class V Common Stock are cancelled and Hagerty, Inc. retains the exchanged THG units. Changes in Hagerty, Inc.'s ownership interest in THG while retaining its controlling interest are accounted for as equity transactions. Accordingly, exchanges of THG units by unit holders other than Hagerty, Inc. increase Hagerty, Inc.'s ownership in THG, thereby reducing the amount recorded as "Non-controlling interest" and increasing "Additional paid-in capital" on the Condensed Consolidated Balance Sheets.
In the third quarter of 2026, HHC and Markel collectively exchanged 18,473,911 THG units together with the corresponding shares of Class V Common Stock, for an equal number of shares of Class A Common Stock (the "2026 THG Unit Exchange"). Immediately following the 2026 THG Unit Exchange, pursuant to an underwriting agreement dated as of September 9, 2026, by and among the Company, THG, HHC, as the selling stockholder, and the underwriters named therein, HHC sold 10,637,500 shares of Class A Common Stock to the underwriters (the "2026 Secondary Offering").

In the third quarter of 2025, HHC exchanged 9,481,750 THG units together with the corresponding shares of Class V Common Stock for an equal number of shares of Class A Common Stock (the "2025 THG Unit Exchange"). Immediately following the 2025 THG Unit Exchange, pursuant to an underwriting agreement dated as of August 7, 2025, by and among the Company, THG, the underwriters, and the selling stockholders named therein, HHC sold 9,481,750 shares of Class A Common Stock to the underwriters (the "2025 Secondary Offering").

The following table summarizes exchanges of THG units for shares of Class A Common Stock for the three and nine months ended September 30, 2026 and 2025:

Three months ended
September 30,		Nine months ended
September 30,
2026202520262025
THG units exchanged:
HHC10,637,5009,481,75010,637,5009,481,750
Markel (1)
7,836,411—7,836,411—
Other (2)
25,0002,500449,40280,802
Total THG units exchanged18,498,9119,484,25018,923,3139,562,552
Shares of Class V Common Stock cancelled18,473,9119,481,75018,473,9119,481,750
(1)    Markel participated in the 2026 THG Unit Exchange in order to maintain compliance with regulatory requirements and did not participate in the 2026 Secondary Offering. Markel is a related party to the Company. Refer to Note 20 — Related-Party Transactions for additional information on related party transactions with Markel.
(2)    Certain other holders of THG units that do not hold corresponding shares of Class V Common Stock exchanged THG units for an equal number of shares of Class A Common Stock.

Collectively, the exchanges above resulted in reductions to "Non-controlling interest" and corresponding increases to "Additional paid-in capital" of $35.3 million and $16.6 million during the nine months ended September 30, 2026 and 2025, respectively.

During the nine months ended September 30, 2026 and 2025, the Company incurred $0.8 million and $1.2 million, respectively, in expenses associated with the THG unit exchanges and related secondary offerings, which were recorded within "Selling, general, and administrative expenses" in the Condensed Consolidated Statements of Operations.
THG Preferred Units

In connection with the Private Placement, the Fourth Amended and Restated Limited Liability Company Agreement of THG was amended and restated in the form of a Fifth Amended and Restated Limited Liability Company Agreement (as subsequently amended and restated, the "THG LLC Agreement"), to, among other things, create a new series of preferred units within THG (the "THG Preferred Units"). The terms of the THG Preferred Units parallel the terms of the Series A Convertible Preferred Stock and are held entirely by Hagerty, Inc.

The THG Preferred Units are recorded on the financial statements of THG based on their estimated redemption value, which represents the maximum cash payment, including cumulative dividends, that would be required to be paid to Hagerty, Inc. if the Optional Term Redemption of the Series A Convertible Preferred Stock is exercised. Amounts recognized to accrete the THG Preferred Units to their estimated redemption value are treated as a deemed dividend due to Hagerty, Inc. The amount of this deemed dividend is attributed entirely to Hagerty, Inc. prior to allocating the remainder of THG's consolidated net income or loss between controlling and non-controlling interests. In each of June 2026 and 2025, THG paid $5.6 million of cash dividends to Hagerty, Inc. on the THG Preferred Units. Refer to Note 15 — Convertible Preferred Stock for additional information on the Private Placement and the Series A Convertible Preferred Stock.
Distributions to Unit Holders of THG

Under the terms of the THG LLC Agreement, THG is obligated to make tax distributions to its unit holders. During the nine months ended September 30, 2026 and 2025, THG made tax distributions of $11.1 million and $30.5 million, respectively, to non-controlling interest unit holders and $5.1 million and $11.9 million, respectively, of tax distributions to Hagerty, Inc.