Hagerty, Inc.HGTY
Hagerty, Inc. Stock Compensation Disclosure
21 — Share-Based Compensation
The 2021 Stock Incentive Plan provides for the issuance of up to approximately 38.3 million shares of Class A Common Stock to certain employees and non-employee directors. The 2021 Stock Incentive Plan allows for the issuance of incentive stock options, non-qualified stock options, restricted stock awards, stock appreciation rights, RSUs, and PRSUs. As of December 31, 2025, there were approximately 25.9 million shares available for future grants under the 2021 Stock Incentive Plan.
Share-based compensation expense related to employees is recognized within "Salaries and benefits" in the Consolidated Statements of Operations. Share-based compensation expense related to non-employee directors is recognized within "General and administrative expenses" in the Consolidated Statements of Operations. The Company recognizes forfeitures of share-based compensation awards in the period in which they occur.
The following table summarizes share-based compensation expense recognized during the years ended December 31, 2025, 2024, and 2023:
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| in thousands | |||||||||||||||||
| Restricted stock units | $ | 13,458 | $ | 13,142 | $ | 14,991 | |||||||||||
| Performance restricted stock units | 5,450 | 4,215 | 2,861 | ||||||||||||||
| Employee stock purchase plan | — | — | 165 | ||||||||||||||
| Total share-based compensation expense | $ | 18,908 | $ | 17,357 | $ | 18,017 | |||||||||||
Restricted Stock Units
RSUs typically vest over a to five-year period based on the requisite service period. The grant date fair value is determined based on the closing market price of the Class A Common Stock on the business day prior to the grant date and the related share-based compensation expense is recognized over the requisite service period on a straight-line basis.
The following table provides a summary of RSU activity during the year ended December 31, 2025:
| Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||||||||
Unvested balance as of January 1, 2025 | 3,682,679 | $ | 9.65 | |||||||||||
| Granted | 1,255,586 | 9.28 | ||||||||||||
Vested (1) | (1,263,332) | 9.58 | ||||||||||||
| Forfeited | (126,842) | 9.20 | ||||||||||||
Unvested balance as of December 31, 2025 | 3,548,091 | $ | 9.56 | |||||||||||
(1) For the year ended December 31, 2025, 860,238 shares of Class A Common Stock were issued related to the vesting of RSUs in the period, net of shares withheld for the funding of employee tax obligations.
The following table provides additional data related to RSU activity during the years ended December 31, 2025 and 2024:
| Year ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| in thousands (except years) | ||||||||||||||
Total fair value of shares vested (1) | $ | 12,101 | $ | 18,621 | ||||||||||
| Unrecognized compensation expense | $ | 23,198 | $ | 26,640 | ||||||||||
| Weighted average period awards are expected to be recognized (in years) | 2.42 | 2.88 | ||||||||||||
(1) The tax impact related to vested RSUs for the years ended December 31, 2025 and 2024 was not material to the Consolidated Financial Statements.
Performance Restricted Stock Units
Market Condition PRSUs
In April 2022, the Company's CEO was granted 3,707,136 market condition PRSUs, which provide him the opportunity to receive up to 3,707,136 shares of Class A Common Stock. The award had a grant date fair value of approximately $19.2 million, which was estimated using a Monte Carlo simulation model. These PRSUs have both market-based and service-based vesting conditions. Shares of Class A Common Stock issuable under this award can be earned based on the achievement of the following stock price targets: (i) 25% of the shares can be earned when the stock price of the Class A Common Stock exceeds $20.00 per share for 60 consecutive days; (ii) 25% of the shares can be earned when the stock price of the Class A Common Stock exceeds $25.00 per share for 60 consecutive days; and (iii) 50% of the shares can be earned when the stock price of the Class A Common Stock exceeds $30.00 per share for 60 consecutive days. These market-based conditions must be met in order for the PRSUs to vest; therefore, it is possible that no shares will ultimately vest. If any of the market-based conditions are met, the PRSUs will vest contingent upon continued service through the earlier of three years after achievement of the stock price target or the end of the seven-year performance period. As of December 31, 2025, no market condition PRSUs had vested.
The Company will recognize the entire $19.2 million of compensation expense for this award over the requisite service period, regardless of whether such market-based conditions are met. As of December 31, 2025, unrecognized compensation expense related to this award was $8.5 million, which the Company expects to recognize over a period of 3.25 years.
The following table summarizes the assumptions and related information used to determine the grant-date fair value of the market condition PRSUs awarded in April 2022:
| Inputs | Performance Restricted Stock Units | |||||||
| Weighted average grant-date fair value per share | $5.19 | |||||||
| Expected stock volatility | 35% | |||||||
| Expected term (in years) | 7.0 | |||||||
| Risk-free interest rate | 2.5% | |||||||
| Dividend yield | —% | |||||||
Performance Condition PRSUs
In March 2024, the Talent, Culture, and Compensation Committee (the "Compensation Committee") of the Board adopted another form of PRSU award agreement (the "Performance Condition PRSU Agreement") to be used for awards of PRSUs to certain employees under the 2021 Stock Incentive Plan.
PRSUs granted under the Performance Condition PRSU Agreement will be eligible to vest subject to the satisfaction of both performance-based and service-based conditions. The performance-based vesting condition will be satisfied contingent upon the Company's level of performance over the designated performance period (the "Performance Period") as measured against a financial performance target (the "Performance Target"), each as determined by the Compensation Committee. Following the end of the Performance Period, the Compensation Committee will determine the applicable attained performance level with payout percentages ranging from 35% to 200% (each, a "Payout Percentage") of the target number of PRSUs awarded. In the event of a Change in Control (as defined in the Performance Condition PRSU Agreement) before the end of a scheduled Performance Period, the Compensation Committee retains discretion to end the Performance Period early and measure performance levels as of a revised measurement date.
If both the service-based and performance-based vesting conditions are satisfied, the PRSU holder will be entitled to receive the number of shares of Class A Common Stock, if any, determined by multiplying the aggregate number of PRSUs subject to the applicable PRSU Agreement by the applicable Payout Percentage that corresponds to the level of achievement of the Performance Target pursuant to the payout formula approved by the Compensation Committee.
The amount of compensation expense ultimately recognized for PRSUs issued under the Performance Condition PRSU Agreement will be based on the Company's ultimate performance relative to the Performance Target. The amount of compensation expense recognized prior to the end of the Performance Period is dependent upon management's assessment of the likelihood of achieving the applicable payout levels. If, as a result of management's assessment, it is projected that a greater number of PRSUs will vest than previously anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period when such determination is made. Conversely, if, as a result of management's assessment, it is projected that a lower number of PRSUs will vest than previously anticipated, a life-to-date adjustment to decrease compensation expense is recorded in the period when such determination is made.
The following table provides a summary of the activity related to PRSUs granted under the Performance Condition PRSU Agreement during the year ended December 31, 2025:
| Performance Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||
Unvested balance as of January 1, 2025 | 295,166 | $ | 9.33 | ||||||||
| Granted | 243,365 | 9.04 | |||||||||
Unvested balance as of December 31, 2025 | 538,531 | $ | 9.20 | ||||||||
As of December 31, 2025, the maximum number of shares of Class A Common Stock that may be issued with respect to PRSUs granted under the Performance Condition PRSU Agreement is 1,077,062, assuming full achievement of the Performance Target.
The following table provides additional data related to performance condition PRSU award activity during the years ended December 31, 2025 and 2024:
| Year ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| in thousands (except years) | ||||||||||||||
| Unrecognized compensation expense | $ | 4,401 | $ | 4,165 | ||||||||||
| Weighted average period awards are expected to be recognized (in years) | 1.76 | 2.25 | ||||||||||||
Employee Stock Purchase Plan
The ESPP allows substantially all of the Company's employees to purchase shares of Class A Common Stock at a discount. As of December 31, 2025, 285,028 shares had been purchased under the ESPP and there were approximately 11.2 million shares available for future purchases.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.