Aldel Financial Inc.

Reported revenue falls while premium grows because the Markel arrangement moves the economics from commission income to assumed premium and eliminates $247 million of intercompany commission in the half — a presentation change, not a business decline. The $153 million of first-half transitional costs is what turns a growing book into a reported net loss.

The company states that Hagerty Re now assumes 100% of the risk on policies written through the Markel arrangement, which moves underwriting risk onto its own balance sheet. This summary is drawn from the cover page and cautionary statement; the financial statements are not covered here.

The consent is the part that binds holders who do nothing: if adopted, the amendments let the Company force every warrant still outstanding after the offer to be exchanged at 0.18 shares — a ratio 10% below the 0.20 offered to those who tender. Support agreements already cover roughly 44.3% of the public warrants, 57.2% of the private placement warrants and 81.5% of the PIPE warrants, so only about another 5.7% of public warrant consents are needed. The IPO warrants trace to the warrant agreement dated April 8, 2021 and the PIPE warrants to the one dated December 2, 2021.

In an Up-C the cover understates the issuance, and here the NYSE Proposal states it: approximately 250,000,000 shares of Class A Common Stock issuable on exchange of the Class V Common Stock and OpCo Units, plus 70,385,000 shares sold in a concurrent private offering that is contingent on the closing. The charter proposal raises authorised capital from 401,000,000 shares to 500,000,000 Class A, 300,000,000 Class V and 20,000,000 preferred, and gives each Class V share ten votes until the earlier of a transfer to anyone other than a Qualified Transferee or 15 years from effectiveness.

This is an Up-C: Hagerty's holders take OpCo Units plus Class V Common Stock rather than listed Class A stock, so their votes sit at the public company while their economics sit in the operating LLC, and Aldel becomes a member of the OpCo through an amended and restated limited liability company agreement. The $10.01 used for the fee is the New York Stock Exchange average of the high and low prices on August 24, 2021 — a fee construct rather than the deal price, which the filing states as total value including equity and cash consideration.

What changed: Exhibit 99.2 to an 8-K of Hagerty, Inc. (NYSE: HGTY): the August 5, 2026 press release reporting Q2 and first-half 2026 results. Written premium rose 19% to $425 million in the quarter and 19% to $713 million for the half; Hagerty Re earned premium rose 42% to $252 million and $492 million, which the company attributes to the Markel Fronting Arrangement raising Hagerty Re's U.S. quota share from 80% to 100% including in-force policies written in 2025. Policies in force rose 19% to 1.9 million with retention of 88.2% against 88.7%, and 279,000 new members were added in the half. Why it matters: Reported revenue falls while premium grows because the Markel arrangement moves the economics from commission income to assumed premium and eliminates $247 million of intercompany commission in the half — a presentation change, not a business decline. The $153 million of first-half transitional costs is what turns a growing book into a reported net loss.

What changed: Q2 2026 10-Q of Hagerty, Inc. (NYSE: HGTY), with 102,070,523 Class A and 241,552,156 Class V shares outstanding as of July 24, 2026. Why it matters: The company states that Hagerty Re now assumes 100% of the risk on policies written through the Markel arrangement, which moves underwriting risk onto its own balance sheet. This summary is drawn from the cover page and cautionary statement; the financial statements are not covered here.

What changed: Hagerty, Inc., the Aldel Financial successor, filed an amended and restated employment agreement, effective July 15, 2026, between Hagerty Inc. and its subsidiary Hagerty Management, LLC and McKeel O Hagerty as Chief Executive Officer. It amends and supersedes in its entirety the employment agreement effective January 1, 2018 as amended on March 10, 2023. The agreement runs for the term of employment, preserves specified provisions after termination, allows termination under its Sections 4 and 5, and provides severance pay under Section 7 where the termination circumstances qualify. Why it matters: No trust, redemption right or deadline is affected — this is ordinary executive contracting at a de-SPAC. The point of interest is continuity: the founder-CEO's terms are being reset for the first time in over three years, which usually accompanies a new compensation or retention package rather than a departure, since the agreement expressly contemplates his continuing service. The severance economics that matter to a shareholder sit in Section 7 of the agreement rather than in the captured text.