Item 4 — Purpose of Transaction
The responses to Item 3 and Item 6 of this Schedule 13D are incorporated by reference herein. HHC acquired the shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of the Company for investment purposes. HHC expects to review from time to time its investment in the Company and, depending on its applicable legal, regulatory and contractual obligations (including as described in Item 6 herein), the Company's financial position, business prospects and investment strategy, and prevailing market, economic and industry conditions, HHC may in the future take such actions with respect to its investment in the Company as it deems appropriate, including, among other things: (i) purchasing shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Company, and other securities of the Company in the open market, in privately negotiated transactions or otherwise; (ii) surrendering shares of Class V Common Stock and limited liability company interests ("OpCo Units") of The Hagerty Group, LLC ("OpCo") in exchange for shares of Class A Common Stock or, at the option of the Company, cash, including, without limitation, as described in the following paragraph; or (iii) changing its intention with respect to any and all matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. During each annual period commencing on the third anniversary of the closing (the "BC Closing") of the Company's initial business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of August 17, 2021, with Aldel Financial Inc. and Aldel Merger Sub LLC, any of McKeel Hagerty, Tammy Hagerty or the KH Trust may require HHC to exchange Class V Common Stock and OpCo Units for Class A Common Stock in an amount up to 2% of the shares of Class A Common Stock then outstanding on a fully-diluted basis, and to use the net proceeds of such exchange to redeem a corresponding portion of shares of HHC; provided that, in no event shall HHC be required to exchange such interests if, prior to the 15th anniversary of the BC Closing, as a result of the exchange, HHC would cease to hold at least 55% of the voting power of the Company. Also, in the event that either of McKeel Hagerty or Tammy Hagerty dies, the deceased stockholder's estate may cause HHC to surrender 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. Underwriting Agreement. On August 7, 2025, the Company, OpCo, HHC and Aldel LLC ("Aldel") entered in an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule 1 thereto (collectively, the "Underwriters"), pursuant to which (i) HHC sold 8,245,000 shares of Class A Common Stock, and agreed to sell up to an additional 1,236,750 shares of Class A Common Stock pursuant to a 30-day option to purchase such shares granted to the Underwriters, and (ii) Aldel sold 1,455,000 shares of Class A Common Stock and agreed to sell up to an additional 218,250 shares of Class A Common Stock pursuant to a 30-day option to purchase such shares granted to the Underwriters, in each case at a public offering price of $9.34 per share (the "Offering"). The Offering was made pursuant to the Company's effective registration statement, previously filed with the Securities and Exchange Commission. The Underwriting Agreement contains customary representations, warranties and agreements of the parties, conditions to closing, and indemnification obligations of the parties. The foregoing is a summary description of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2025, and incorporated herein by reference. Lock-Up Agreement. In connection with the Offering, HHC also entered into a customary lock-up agreement with the representatives of the Underwriters pursuant to which HHC has agreed that, for a period of 90 days after August 7, 2025, it will not, without the prior written consent of the representatives on behalf of the Underwriters, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of the Company's capital stock or any securities convertible into or exercisable or exchangeable for the Company's capital stock (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or