If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 155,914,656 shares of Class V Common Stock (as defined herein) and an equal number of OpCo Units (as defined herein) that the reporting person is entitled to surrender in exchange for an equal number of shares of Class A Common Stock (as defined herein) or, at the option of the issuer, cash. For purposes of Rule 13d-3(d) under the Act, the reporting person may not have the right to acquire the shares of Class A Common Stock underlying the Class V Common Stock and OpCo Units, and the reporting person does not concede that it is the beneficial owner of any shares of Class A Common Stock; however, such shares of Class A Common Stock have been included in the reporting person's reported beneficial ownership throughout this Schedule 13D to show the result if the issuer were to elect to settle an exchange of the reporting person's Class V Common Stock and OpCo Units by delivering shares of Class A Common Stock. The reporting person is owned by members of the Hagerty family and related trusts, including McKeel Hagerty, the issuer's Chief Executive Officer, Tammy Hagerty, the sister of McKeel Hagerty, and the Kim Hagerty Revocable Trust, a trust established for the benefit of the late Kim Hagerty's family and charitable purposes. The stockholders of the reporting person have the power to direct the disposition and voting of the shares of Class V Common Stock held by the reporting person. Each of McKeel Hagerty, Tammy Hagerty and the Goldman Sachs Trust Company, N.A., as the Voting Trustee for the Kim Hagerty Revocable Trust, has voting power on matters submitted to the stockholders of reporting person, and except in limited circumstances, decisions will be made by the holders of a majority of the voting power. In addition, during each annual period commencing on the third anniversary of December 2, 2021, any of McKeel Hagerty, Tammy Hagerty or the Kim Hagerty Revocable Trust may require the reporting person to surrender for exchange Class V Common Stock and OpCo Units for Class A Common Stock in an amount up to 2% of the fully-diluted outstanding shares of Class A Common Stock and to use the net proceeds of such exchange to redeem a corresponding portion of shares of the reporting person; provided, that, in no event will the reporting person be required to surrender such interests for exchange if, prior to the 15th anniversary of December 2, 2021, as a result of the exchange, the reporting person would cease to hold at least 55% of the voting power of the issuer. Also, in the event that either of McKeel Hagerty or Tammy Hagerty dies, the estate of the deceased stockholder of the reporting person may cause the reporting person to surrender for exchange Class V Common Stock and OpCo Units in an amount necessary to cover the estate obligations of the deceased stockholder's estate after taking into account certain other resources available to the estate, including the amount of any life insurance proceeds received by the estate. (2) Percentage based on the sum of (i) 101,804,938 shares of Class A Common Stock reported by the issuer to be outstanding as of June 30, 2026, (ii) 18,473,911 shares of Class A Common Stock issued by the issuer on September 11, 2026 in exchange for (x) 10,637,500 shares of Class V Common Stock and an equal number of OpCo Units surrendered by the reporting person and (y) 7,836,411 shares of Class V Common Stock and an equal number of OpCo Units surrendered by Markel Group, Inc. (the "Exchange Transactions") and (iii) 155,914,656 shares of Class A Common Stock that could be issued to the reporting person if the issuer were to elect to settle an exchange of the reporting person's Class V Common Stock and OpCo Units by delivering shares of Class A Common Stock. Based on the aggregate number of shares of Class A Common Stock and Class V Common Stock reported by the issuer to be outstanding, adjusted to give effect to the Exchange Transactions, and based on the voting power assigned to each class, the reporting person controls approximately 66.1% of the voting power of the issuer.


SCHEDULE 13D


 
HAGERTY HOLDING CORP.
 
Signature:/S/ Jessica Sullivan
Name/Title:Secretary
Date:09/11/2026