MARKEL GROUP INC. — Director's Dealing 2023

Jun 28, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hagerty, Inc. (HGTY)
CIK: 0001840776
Period of Report: 2023-06-23

Reporting Person: MARKEL GROUP INC. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-23	Series A Preferred Stock	$	P	1590668	Acquired		Class A Common Stock (1590668)	Direct

Footnotes

F1: Each share of Series A Preferred Stock is exchangeable, at the holder's option, into shares of the Issuer's Class A Common Stock at an initial ratio of 1.25 shares of Series A Preferred Stock for 1 share of Class A Common Stock (the Conversion Rate). Dividends on Series A Preferred Stock are cumulative and accrue from the date of issuance at a rate per annum of 7.0% of the per share purchase price of Series A Preferred Stock ($9.43), plus the amount of previously accrued dividends, compounded annually (Accruing Dividends). The Issuer may elect to pay Accruing Dividends either in cash or additional shares of Series A Preferred Stock. Prior to the third anniversary of June 23, 2023 (the Closing), Series A Preferred Stock will participate on an as converted basis in dividends declared and paid on Class A Common Stock. Series A Preferred Stock votes together with Class A Common Stock on an as-converted basis (one vote per share), and not as a separate class.

F2: Series A Preferred Stock has no expiration date, but the Issuer has the option to require that all or any portion of the then-outstanding shares of Series A Preferred Stock be converted into Class A Common Stock at the Conversion Rate: (i) on or after the third anniversary of the Closing and prior to the seventh anniversary of the Closing, if the closing price of Class A Common Stock (the Closing Price) exceeds 150% of the Conversion Price (as defined in this footnote 2) for at least 20 out of 30 consecutive trading days; (ii) on or after the seventh anniversary of the Closing and prior to the tenth anniversary of the Closing, if the Closing Price exceeds 100% of the Conversion Price for at least 20 out of 30 consecutive trading days; or (iii) on the tenth anniversary of the Closing. The "Conversion Price" is the per share purchase price of Series A Preferred Stock ($9.43) multiplied by the Conversion Rate (initially, $11.79).

F3: The Issuer also has certain redemption rights with respect to Series A Preferred Stock, including in connection with (i) a change of control transaction (a Change of Control), (ii) an acquisition by the Issuer with a transaction value of at least $500.0 million or any equity or debt financing by the Issuer that raises at least $500.0 million (a Fundamental Transaction), or (iii) otherwise after the fifth anniversary of the Closing, as described further in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock. Each holder of Series A Preferred Stock, including the Reporting Person, may, individually, require the Issuer to redeem all or any portion of its Series A Preferred Stock in connection with a Change of Control or a Fundamental Transaction.