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Hagerty Reports Full Year 2025 Results; Provides 2026 Growth Outlook

February 26, 2026
Hagerty Reports Full Year 2025 Results; Provides 2026 Growth Outlook

Full year 2025 Highlights

  • Total Revenue increased 17% to $1,456 million
  • Written Premium increased 14% to $1,194 million
  • Added a record 371,000 new members in 2025
  • Marketplace revenue increased 119% to $119 million
  • Income before taxes increased 49% to $139 million
  • Net Income increased 91% to $149 million
  • Adjusted EBITDA increased 46% to $237 million
  • Basic and Diluted Earnings Per Share was $0.41 and $0.37, respectively
  • 2026 Outlook for sustained Written Premium growth of 15% to 16%

TRAVERSE CITY, MI, February 26, 2026 /PRNewswire/ – Hagerty, Inc. (NYSE: HGTY), an automotive enthusiast brand and leading specialty vehicle insurance provider, announced today financial results for the three and twelve months ended December 31, 2025.

“2025 was a standout year for Hagerty, defined by accelerating momentum and record new business count. Top-line gains of 17% were fueled by written premium growth of 14%, and we efficiently converted this revenue into a 91% surge in net income. We also reinvested significantly in our business, including our technology transformation, the launch of Enthusiast+, the roll-out of State Farm to 27 states, as well as our Marketplace expansion into Europe,” said McKeel Hagerty, Chief Executive Officer and Chairman of Hagerty.

“In 2026, we will continue to invest back into our member-centric model to drive durable, compounding growth, with written premiums expected to increase 15% to 16%. 2026 also marks a major milestone for Hagerty as we move to a 100% quota share with our long-term partner, Markel. We believe this evolution, combined with our technology-led efficiency initiatives, positions us to generate even higher rates of underlying profit growth and cash flow for our shareholders over the coming years,” added Mr. Hagerty.

FOURTH QUARTER AND FULL YEAR 2025 FINANCIAL HIGHLIGHTS

  • Fourth quarter 2025 Total Revenue increased 19% year-over-year to $357 million, and full year 2025 Total Revenue increased 17% year-over-year to $1,456 million
  • Fourth quarter 2025 Written Premium increased 19% year-over-year to $259 million, and full year 2025 Written Premium increased 14% year-over-year to $1,194 million
  • Fourth quarter 2025 Commission and fee revenue increased 18% year-over-year to $106 million, and full year 2025 Commission and fee revenue increased 15% year-over-year to $486 million
  • Policies in Force Retention was 88.7% as of December 31, 2025 compared to 89.0% in the prior year period, and total insured vehicles increased 9% year-over-year to 2.8 million
  • Fourth quarter 2025 Earned Premium increased 14% year-over-year to $193 million, and full year 2025 Earned Premium increased 13% year-over-year to $727 million
  • Fourth quarter 2025 Marketplace revenue increased 80% year-over-year to $29 million, and full year 2025 Marketplace revenue increased 119% year-over-year to $119 million
  • The increase was primarily due to growth in private sales and additional auctions with the Company’s expansion into Europe
  • Fourth quarter 2025 Membership and other revenue increased 8% year-over-year to $19 million, and full year 2025 Membership and other revenue increased 4% year-over-year to $82 million
  • Hagerty Drivers Club (HDC) paid members increased 6% year-over-year to approximately 930,000 compared to 876,000
  • Fourth quarter 2025 Net investment income was $10 million, an increase of 7% year-over-year.
  • Fourth quarter 2025 Income before taxes increased 186% year-over-year to $40 million, and full year 2025 Income before taxes increased 49% year-over-year to $139 million
  • Fourth quarter 2025 Income before tax margin increased by approximately 650 bps, and full year 2025 margin increased by approximately 200 bps compared to the prior year periods
  • Fourth quarter 2025 Loss Ratio was 31.4% compared to 42.8% in the prior year period. Full year 2025 Loss Ratio was 39.3% compared to 46.4% in the prior year period
  • Full year 2025 Combined Ratio for Hagerty Re was 86.6% compared to 94.1% in the prior year period
  • Fourth quarter 2025 and full year 2025 loss expense includes a $21 million reduction in reserves, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience (10.6 percentage points impact to combined ratio in the fourth quarter and 2.8 percentage points for the full year)
  • Full year 2025 Salary and benefits increased 19% due to higher accrued incentive compensation reflecting stronger performance in 2025 compared to the prior year period when accruals were negatively impacted by hurricane activity
  • Full year 2025 General and administrative expenses increased 15% due to an increase in professional fees related to the secondary offering, the Markel Fronting Arrangement and Marketplace expansion into Europe, as well as software-related costs
  • Full year 2025 Depreciation and amortization was $38 million compared to $39 million in the prior year period
  • Full year 2025 Interest expense and other, net was $41 million of expense, which included a $32 million expense related to a change in our TRA liability and $8 million of interest expense.
  • Fourth quarter 2025 Net Income increased 238% year-over-year to $29 million, and full year 2025 Net Income increased 91% year-over-year to $149 million
  • Fourth quarter Income tax expense of $11 million, and full year 2025 Income tax benefit of $10 million which included the release of a portion of the valuation allowance against our deferred tax assets which decreased taxes by $42 million for the year.
  • Fourth quarter 2025 Adjusted EBITDA (a non-GAAP measure) increased 97% year-over-year to $57 million, and full year 2025 Adjusted EBITDA increased 46% year-over-year to $237 million
  • Fourth quarter 2025 Adjusted Earnings Per Share (a non-GAAP measure) was $0.08, and full year 2025 Adjusted Earnings Per Share was $0.37
  • Fourth quarter 2025 Basic and Diluted Earnings Per Share were $0.06, and full year 2025 Basic and Diluted Earnings Per Share was $0.41 and $0.37, respectively
  • The Company ended the quarter with $160 million of unrestricted cash and $178 million of total debt, $68 million of which was back leverage for Broad Arrow Capital’s portfolio of loans collateralized by collector cars

The definitions and reconciliations of non-GAAP financial measures are provided under the heading Key Performance Indicators and Certain Non-GAAP Financial Measures at the end of this press release.

2026 OUTLOOK – SUSTAINED COMPOUNDING GROWTH

We believe 2026 is on track to be another great year for Hagerty as our team executes on our long-term plan to deliver compounding premium growth through investing in our long-term competitive advantages with a member-centric approach. In 2026, we will move to a 100% quota share arrangement with our long-term partner, Markel, where we retain 100% of the premium and risk from our high quality, low volatility underwriting. We also remain focused on delivering this growth more efficiently through the benefits of scale, continued cost discipline, and investments in our technology platform.

  • For full year 2026, Hagerty anticipates:
  • Written Premium growth of 15% to 16%
  • Total Revenue change of (12)% to (11)%, as Markel related commission revenue is eliminated under the new fronting arrangement1
  • Net Income of $(51) million to $(41) million, including ~$190 million of pre-tax Markel fronting arrangement transition costs2
  • Adjusted EBITDA of $236 million to $247 million
2026 Outlook ($)2026 Outlook (%)
in thousands2025 ResultsLow EndHigh EndLow EndHigh End
Total Written Premium$1,193,548$1,373,000$1,385,00015%16%
Total Revenue1$1,456,389$1,280,000$1,300,000(12)%(11)%
Net Income (Loss)2, 3$149,225$(51,000)$(41,000)N/MN/M
Adjusted EBITDA4$236,791$236,000$247,000—%4%

1     Revenue guidance reflects the accounting impact of the Markel Fronting Arrangement. Beginning in 2026, we now control the Markel book of business with the benefit of our MGA services received by Hagerty Re and not Markel. As a result commission revenue and the associated ceding commission expense for policies issued through the Markel Fronting Arrangement will be eliminated in consolidation. Although we expect the arrangement to result in increased profitability (as reflected in Adjusted EBITDA), reported commission revenue and ceding commission expense will be significantly lower than prior periods, affecting period-to-period comparability. 2025 commission revenue associated with our alliance agreement with Markel was $437 million and ceding commission expense related to the Company’s reinsurance quota share agreement with Markel was $344 million in 2025.

2     The projected Net Loss includes approximately $190 million of transitional, non-cash costs related to the Markel Fronting Arrangement representing deferred ceding commissions paid to Markel in 2025 for policies written prior to January 1, 2026, which will be fully amortized ratably over the remaining term of those policies throughout 2026. This amortization will decline from approximately $90 million in Q1 2026 to approximately $10 million in Q4 2026 as 2025 policies expire. Excluding these transitional costs, we expect 2026 to reflect underlying profitability improvement.

3     Full year 2025 Net Income includes (i) the benefit from the $42 million release of a portion of our valuation allowance, partially offset by a $32 million loss related to the change in value of the TRA liability; and (ii) a $21 million reduction in reserves in the fourth quarter, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience.

4   See Non-GAAP Financial Measures below for additional information regarding this non-GAAP financial measure.

N/M = Not meaningful

Conference Call Details

Hagerty will hold a conference call to discuss the financial results on Thursday, February 26, 2026 10:00 am Eastern Time. A webcast of the conference call, including its Investor Presentation highlighting full year 2025 financial results, will be available on Hagerty’s investor relations website at investor.hagerty.com. The dial-in for the conference call is (877) 423-9813 (toll-free) or (201) 689-8573 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at investor.hagerty.com following the call.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements we provide, other than statements of historical fact, are forward-looking statements, including those regarding Hagerty’s future operating results and financial position, Hagerty’s business strategy and plans, products, services, and technology implementations, market conditions, growth and trends, expansion plans and opportunities, and Hagerty’s objectives for future operations. The words “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” “contemplate,” and similar expressions, and the negatives of these expressions, are intended to identify forward-looking statements.

Hagerty has based these forward-looking statements largely on current expectations about future events, which may not materialize. Actual results could differ materially and adversely from those anticipated or implied in forward-looking statements. These factors include, among other things, Hagerty’s ability to: (i) compete effectively within Hagerty’s industry and attract and retain insurance policyholders and paid Hagerty Drivers Club (“HDC”) subscribers; (ii) maintain key strategic relationships with Hagerty’s insurance distribution and underwriting carrier partners; (iii) prevent, monitor, and detect fraudulent activity; (iv) manage risks associated with disruptions, interruptions, outages, or other issues with Hagerty’s technology platforms or use of third-party services; (v) accelerate the adoption of Hagerty’s membership and marketplace products and services, as well as any new insurance programs and products offered; (vi) successfully implement the fronting arrangement consummated with Markel and realize the anticipated benefits while also managing the increased exposure to underwriting volatility, catastrophes, reinsurance counterparty risk, and legal, compliance, and regulatory risks resulting from the shift to Hagerty Re assuming 100% of the risk for policies written through this arrangement; (vii) underwrite and price new products, including Enthusiast+, consistent with expected loss ratios and risk tolerances; (viii) execute Broad Arrow’s private sale, auction, and financing strategies; (ix) manage the cyclical nature of the insurance business and broader macroeconomic conditions, including inflation, interest rates, and potential recessionary pressures; (x) achieve Hagerty’s investment objectives and avoid losses in the investment portfolio; (xi) address unexpected increases in the frequency or severity of claims, including catastrophe losses; and (xii) comply with numerous laws and regulations applicable to Hagerty’s business, including without limitation state, federal, and foreign laws relating to insurance and rate increases, privacy and cybersecurity, marketing and advertising, digital services, accounting matters, tax, anti-money laundering, and economic sanctions.

The forward-looking statements in this release represent Hagerty’s views as of the date hereof. You should not rely on forward-looking statements as predictions of future events. We operate in a very competitive and rapidly changing environment and new risks emerge from time to time. This presentation should be read in conjunction with the information included in filings with the SEC and press releases. Understanding the information contained in these filings is important in order to fully understand Hagerty’s reported financial results and business outlook for future periods. In addition, this presentation contains certain “non-GAAP financial measures”. The non-GAAP measures are presented for supplemental informational purposes only. These financial measures are not recognized measures under GAAP and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Reconciliations to the most directly comparable financial measure calculated and presented in accordance with GAAP are provided in the appendix to this presentation.

About Hagerty, Inc. (NYSE: HGTY)

Hagerty is a company built by drivers for drivers, protecting 2.8 million vehicles in the United States, Canada and the UK. We make it easier and more enjoyable for car enthusiasts to drive and celebrate the machines they love through innovative vehicle insurance products, live and digital auctions, engaging media and events, and the Hagerty Drivers Club, the world’s largest membership community of car lovers.

For more information, please visit www.hagerty.com or www.newsroom.hagerty.com. Never Stop Driving®.

Hagerty Investor Contact: Jay Koval, investor@hagerty.com

Hagerty Media Contact: Andrew Heller, aheller@hagerty.com

Category: Financial

Source: Hagerty

Hagerty, Inc.

Consolidated Statements of Operations

​Three months ended December 31,
2025​2024$ Change​% Change
REVENUES:in thousands (except percentages and per share amounts)
Commission and fee revenue$ 105,699$ 89,423​$ 16,276​18.2 %
Earned premium, net192,547168,40724,140​14.3 %
Marketplace revenue28,87116,048​12,823​79.9 %
Membership and other revenue19,27417,853​1,421​8.0 %
Net investment income10,0229,329693​7.4 %
Net investment gains913412501​121.6 %
Total revenue357,326301,47255,854​18.5 %
EXPENSES:​​​​
Losses and loss adjustment expenses60,42572,078​(11,653)​(16.2) %
Ceding commissions, net89,40579,842​9,563​12.0 %
Sales expense58,52443,73214,792​33.8 %
Salaries and benefits72,31260,46211,850​19.6 %
General and administrative expenses25,31320,4324,881​23.9 %
Depreciation and amortization9,7909,147​643​7.0 %
Interest expense and other, net1,8571,878(21)​(1.1) %
Total expenses317,626287,57130,055​10.5 %
INCOME BEFORE TAXES39,70013,90125,799​185.6 %
Income tax expense(11,141)(5,461)(5,680)​(104.0) %
NET INCOME28,5598,44020,119​238.4 %
Net income attributable to non-controlling interest(19,733)(5,335)14,398269.9 %
Accretion of Series A Convertible Preferred Stock(1,902)(1,875)271.4 %
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS$ 6,924$ 1,230$ 5,694462.9 %
Earnings per share of Class A Common Stock:
Basic$ 0.06$ 0.01
Diluted$ 0.06$ 0.01
Weighted average shares of Class A Common Stock outstanding:
Basic100,57090,032
Diluted102,32190,032

 

Hagerty, Inc.

Consolidated Statements of Operations

Year ended December 31,
2025​2024$ Change​% Change
REVENUES:in thousands (except percentages and per share amounts)
Commission and fee revenue$ 486,376$ 423,240​$ 63,13614.9 %
Earned premium, net726,726643,324​83,40213.0 %
Marketplace revenue119,19954,54964,650118.5 %
Membership and other revenue82,37678,925​3,4514.4 %
Net investment income38,64839,249(601)(1.5) %
Net investment gains3,0642,22384137.8 %
Total revenue1,456,3891,241,510214,87917.3 %
EXPENSES:​​​
Losses and loss adjustment expenses1285,394298,593​(13,199)(4.4) %
Ceding commissions, net337,087301,719​35,36811.7 %
Sales expense258,202190,523​67,67935.5 %
Salaries and benefits263,587221,463​42,12419.0 %
General and administrative expenses94,51782,50412,01314.6 %
Depreciation and amortization37,52438,905(1,381)(3.5) %
Gain related to divestiture—(87)87N/M
Loss related to warrant liabilities, net—8,544(8,544)N/M
Interest expense and other, net240,8965,66435,232N/M
Total expenses1,317,2071,147,828169,37914.8 %
INCOME BEFORE TAXES139,18293,68245,50048.6 %
Income tax benefit (expense)310,043(15,379)25,422165.3 %
NET INCOME149,22578,30370,92290.6 %
Net income attributable to non-controlling interest(100,207)(61,286)38,92163.5 %
Accretion of Series A Convertible Preferred Stock(7,555)(7,427)1281.7 %
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS$ 41,463$ 9,590$ 31,873332.4 %
Earnings per share of Class A Common Stock:
Basic$ 0.41$ 0.10
Diluted$ 0.37$ 0.10
Weighted average shares of Class A Common Stock outstanding:
Basic94,40487,529
Diluted346,97388,504

N/M = Not meaningful

1 Includes a $21 million reduction in reserves, primarily related to favorable development for the 2024 accident year and improvement in current accident year experience.

2 Includes a $32 million loss related to changes in the value of the TRA liability.

3 Includes $42 million benefit related to the release of a portion of the valuation allowance.

Hagerty, Inc.

Consolidated Balance Sheets

December 31,
20252024
ASSETSin thousands (except share amounts)
Fixed maturity securities available-for-sale, at fair value (amortized cost: $687,813 in 2025, $578,669 in 2024)$ 696,271$ 577,688
Equity securities, at fair value34,87111,839
Total investments731,142589,527
Cash and cash equivalents160,177104,784
Restricted cash and cash equivalents138,823128,061
Accounts receivable96,20584,763
Commissions receivable28,90420,430
Premiums receivable180,529153,748
Deferred acquisition costs, net179,224156,466
Reinsurance recoverables15,29611,927
Prepaid reinsurance premiums21,95018,521
Notes receivable113,88756,972
Intangible assets, net88,91590,107
Goodwill114,164114,123
Deferred tax assets43,011—
Other assets181,749179,909
TOTAL ASSETS$ 2,093,976$ 1,709,338
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses$ 111,947$ 58,892
Advance premiums and due to insurers123,217108,352
Losses payable95,35398,386
Reserves for unpaid losses and loss adjustment expenses168,851168,492
Unearned premiums412,058357,539
Ceding commissions payable86,16577,389
Debt, net177,907105,760
Contract liabilities46,45047,239
Deferred tax liability23,48918,065
Tax receivable agreement liability39,8292,180
Other liabilities61,68458,875
TOTAL LIABILITIES1,346,9501,101,169
Commitments and Contingencies——
TEMPORARY EQUITY
Preferred stock, $0.0001 par value (20,000,000 shares authorized, 8,483,561 Series A Convertible Preferred Stock issued and outstanding as of December 31, 2025 and December 31, 2024)186,61884,663
STOCKHOLDERS’ EQUITY
Class A Common Stock, $0.0001 par value (500,000,000 shares authorized, 100,706,893 and 90,032,391 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively)109
Class V Common Stock, $0.0001 par value (300,000,000 authorized, 241,552,156 and 251,033,906 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively)2425
Additional paid-in capital623,013603,780
Accumulated earnings (deficit)(402,960)(451,978)
Accumulated other comprehensive income (loss)1,229(1,514)
Total stockholders’ equity221,316150,322
Non-controlling interest439,092373,184
Total equity660,408523,506
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY$ 2,093,976$ 1,709,338

1 The Series A Convertible Preferred Stock is recorded within Temporary Equity because it has equity conversion and cash redemption features.

Hagerty, Inc.

Consolidated Statements of Cash Flows

Year ended December 31,
​20252024
OPERATING ACTIVITIES:in thousands
Net income$ 149,225$ 78,303
Adjustments to reconcile net income to net cash from operating activities:
Loss on disposals of equipment, software, and other assets1,912500
Loss related to warrant liabilities, net—8,544
Change in TRA Liability32,2351,602
Depreciation and amortization37,52438,905
Provision for deferred taxes(34,503)2,929
Share-based compensation expense18,90817,357
Non-cash lease expense8,9118,053
Net investment gains(3,064)(2,223)
(Accretion) amortization of discount and premium, net(4,146)(3,386)
Other1,2973,698
Changes in assets and liabilities:
Accounts, commissions, and premiums receivable(62,595)26,498
Deferred acquisition costs, net(22,758)(14,829)
Reinsurance recoverables(3,369)(9,144)
Prepaid reinsurance premiums(3,429)(8,047)
Advance premiums and due to insurers14,1758,418
Losses payable(3,033)36,385
Reserves for unpaid losses and loss adjustment expenses35931,985
Unearned premiums54,51940,264
Ceding commissions payable8,776(31,350)
Other assets and liabilities, net28,042(57,438)
Net Cash Provided by Operating Activities218,986177,024
INVESTING ACTIVITIES:​
Capital expenditures(24,535)(21,344)
Acquisitions, net of cash acquired, and other investments(1,619)(25,120)
Issuance of notes receivable(74,714)(65,770)
Collection of notes receivable37,73359,788
Purchases of fixed maturity securities(333,050)(669,452)
Purchases of equity securities(21,890)(10,861)
Proceeds from maturities and sales of fixed maturity securities229,899113,216
Other investing activities2,979979
Net Cash Used in Investing Activities(185,197)(618,564)
FINANCING ACTIVITIES:​​
Repayments of debt(187,881)​(90,775)
Proceeds from debt, net of issuance costs257,191​61,972
Distributions paid to non-controlling interest unit holders(30,257)(6,683)
Payment of Series A Convertible Preferred Stock dividends(5,600)(5,600)
Funding of TRA Liability payments(223)—
Funding of employee tax obligations upon vesting of share-based payments(3,854)(5,836)
Other financing activities552—
Net Cash Provided by (Used in) Financing Activities29,928(46,922)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents2,438​(2,969)
​
Change in cash and cash equivalents and restricted cash and cash equivalents66,155​(491,431)
Beginning cash and cash equivalents and restricted cash and cash equivalents232,845​724,276
Ending cash and cash equivalents and restricted cash and cash equivalents$ 299,000$ 232,845

 

Key Performance Indicators and Certain Non-GAAP Financial Measures

Key Performance Indicators

The tables below present a summary of our Key Performance Indicators, which include important operational metrics, as well as certain financial measures prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and non-GAAP financial measures. We use these Key Performance Indicators to evaluate our business, measure our performance, identify trends against planned initiatives, prepare financial projections, and make strategic decisions. We believe these Key Performance Indicators are useful in evaluating our performance when read together with our Consolidated Financial Statements prepared in accordance with GAAP.

Year ended December 31,
20252024Change
GAAP Financial Measuresdollars in thousands (except per share amounts)
Total Revenue1$ 1,456,389$ 1,241,510$ 214,87917.3 %
Income before taxes$ 139,182$ 93,682$ 45,50048.6 %
Net Income$ 149,225$ 78,303$ 70,92290.6 %
Basic Earnings Per Share$ 0.41$ 0.10$ 0.31N/M
Diluted Earnings Per Share$ 0.37$ 0.10$ 0.27N/M
Non-GAAP Financial Measures
Adjusted EBITDA$ 236,791$ 161,662$ 75,12946.5 %
Adjusted Net Income$ 132,577$ 76,204$ 56,37374.0 %
Adjusted Diluted EPS$ 0.37$ 0.21$ 0.1676.2 %
Insurance Operational Metrics
Total Written Premium$ 1,193,548$ 1,044,492$ 149,05614.3 %
Hagerty Re Loss Ratio39.3 %46.4 %(7.1) %N/M
Hagerty Re Combined Ratio86.6 %94.1 %(7.5) %N/M
New Business Count—Insurance371,203278,55692,64733.3 %
Marketplace Operational Metrics
Auction sales:
Aggregate Auction Sales$ 278,694$ 178,199$ 100,49556.4 %
Net Auction Sales$ 252,363$ 163,312$ 89,05154.5 %
Private Sales$ 286,763$ 77,281$ 209,482271.1 %
BAC Average Loan Portfolio$ 85,468$ 65,045$ 20,42331.4 %

N/M = Not meaningful

1     Total Revenue for 2024 has been recast to include Net investment income and Net investment gains as components of revenue in accordance with the Article 7 reporting standards adopted in 2025. Total revenue as previously presented in accordance with Article 5 was $1,200 million for the year ended December 31, 2024.

December 31,
20252024Change
Insurance Operational Metrics
Policies in Force1,684,9351,506,451178,48411.8 %
Policies in Force Retention88.7 %89.0 %(0.3) %N/M
Vehicles in Force2,819,1792,576,700242,4799.4 %
HDC Paid Member Count929,895875,82254,0736.2 %
Marketplace Operational Metrics
BAC Loan Portfolio Balance$ 103,338$ 56,972$ 46,36681.4 %

N/M = Not meaningful

Non-GAAP Financial Measures

Adjusted EBITDA

We define EBITDA as consolidated Net income, excluding Interest expense and other, net, Income tax expense (benefit), and Depreciation and amortization. We define Adjusted EBITDA as EBITDA, further adjusted to (i) exclude net investment gains and losses; (ii) deduct interest expense related to the State Farm Term Loan; (iii) exclude net gains and losses related to our warrant liabilities prior to the Warrant Exchange; (iv) exclude share-based compensation expense; and when applicable, exclude (v) restructuring, impairment and related charges; (vi) gains, losses and impairments related to divestitures; and (vii) certain other unusual items.

How This Measures is Useful

When used in conjunction with GAAP financial measures, Adjusted EBITDA is a supplemental measure of operating performance that we believe is a useful measure to evaluate our performance period over period and relative to our competitors and peers. Management uses Adjusted EBITDA to evaluate our operating performance on a consistent basis, as it removes the impact of items not directly resulting from our core operations. We believe the presentation of Adjusted EBITDA provides securities analysts, investors, and other interested parties with a supplemental view of our operating performance that enhances their understanding of our business and our results operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

Limitations of the Usefulness of This Measure

Adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation, which could reduce the usefulness of this non-GAAP financial measure when comparing our performance to that of other companies. Presentation of Adjusted EBITDA is not intended to be considered in isolation or a substitute for, or superior to, the financial information prepared in accordance with GAAP. A reconciliation of Adjusted EBITDA to Net income, the most directly comparable GAAP measure, is presented below.

202520242025​2024
in thousands
Net income$ 28,559$ 8,440$ 149,225$ 78,303
Interest expense and other, net1, 21,8571,87840,8965,664
Income tax expense (benefit)311,1415,461(10,043)15,379
Depreciation and amortization9,7909,14737,52438,905
EBITDA51,34724,926217,602138,251
Net investment gains(913)(412)(3,064)(2,223)
Interest expense related to State Farm Term Loan4(515)(515)(2,060)(2,060)
Loss related to warrant liabilities, net———8,544
Share-based compensation expense4,2814,33918,90817,357
Gain related to divestiture———(87)
Other unusual items52,4443445,4051,880
Adjusted EBITDA$ 56,644$ 28,682$ 236,791$ 161,662
20242024
in thousands
Prior presentation of Adjusted EBITDA$ 19,868$ 124,473
Net investment income9,32939,249
Interest expense related to State Farm Term Loan(515)(2,060)
Current presentation of Adjusted EBITDA$ 28,682$ 161,662
2026 Low​2026 High
in thousands
Net loss1$ (51,000)$ (41,000)
Interest expense and other, net25,0005,000
Income tax expense33,00034,000
Depreciation and amortization40,00040,000
Share-based compensation expense19,00019,000
Markel Fronting Arrangement transition costs190,000190,000
Adjusted EBITDA$ 236,000$ 247,000
2025202420252024
Numerator:in thousands (except per share amounts)
Net income attributable to Class A Common Stockholders$ 6,924$ 1,230$ 41,463$ 9,590
Adjustments:
Accretion of Series A Convertible Preferred Stock1,9021,8757,5557,427
Net income attributable to non-controlling interest19,7335,335100,20761,286
Net investment gains(913)(412)(3,064)(2,223)
Loss related to warrant liabilities, net———8,544
Change in TRA Liability(40)28032,2351,602
Gain related to divestiture———(87)
Other unusual items12,4443445,4051,880
Tax impact of above adjustments21862,214(51,224)(11,815)
Adjusted Net Income$ 30,236$ 10,866$ 132,577$ 76,204
Denominator:
Weighted average shares of Class A Common Stock outstanding — Diluted102,32190,032346,97388,504
Adjustments:
Assumed exchange of non-controlling interest THG units for shares of Class A Common Stock245,554255,178—255,328
Assumed conversion of shares of Series A Convertible Preferred Stock into shares of Class A Common Stock6,7856,7856,7856,785
Assumed vesting of share-based compensation awards6,4458,1017,0627,162
Adjusted weighted average shares of Class A Common Stock outstanding — Diluted361,105360,096360,820357,779
Adjusted Diluted EPS$ 0.08$ 0.03$ 0.37$ 0.21
2025202420252024
in thousands
Diluted earnings per share$ 0.06$ 0.01$ 0.37$ 0.10
Impact of assumed exchange, conversion, or vesting of remaining potentially dilutive securities30.020.010.050.12
Non-GAAP adjustments4—0.01(0.05)(0.01)
Adjusted Diluted EPS$ 0.08$ 0.03$ 0.37$ 0.21
Financial