Marc Roston joins Hamilton (NYSE: HG) board, replacing Bostic
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Hamilton Insurance Group, Ltd. announced a board change under a shareholder designation right held by the Magnitude Investor. Effective February 20, 2026, Marc N. Roston succeeded H. Hawes Bostic, III as the Magnitude Investor’s shareholder‑appointed director on Hamilton’s Board of Directors.
The company states that Mr. Bostic’s departure was not related to any disagreement regarding operations, policies or practices. Mr. Roston is expected to serve on the Board’s Investments and Technology Committees, will not receive board compensation from Hamilton, and will be reimbursed only for reasonable out‑of‑pocket expenses.
Hamilton notes that Mr. Roston is not party to any transaction requiring disclosure under Item 404(a) of Regulation S‑K. The company also issued a press release on February 25, 2026, furnished as Exhibit 99.1, describing this director appointment.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the director designation right held by the Magnitude Investor (as such term is defined in the Shareholders Agreement dated November 14, 2023 among Hamilton Insurance Group, Ltd. (the “Company”) and the parties thereto), and exercised on its behalf by Magnitude Capital, LLC, the Company was notified on February 20, 2026 that the Magnitude Investor had effected a change in its designated director, with Marc N. Roston succeeding H. Hawes Bostic, III as the Magnitude Investor’s shareholder‑appointed director on the Company’s Board of Directors (the “Board”), effective as of February 20, 2026. Mr. Bostic’s departure was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Mr. Roston is expected to serve on the Board’s Investments and Technology Committees.
As a shareholder‑appointed director, Mr. Roston will not receive compensation from the Company for his service on the Board. The Company will, however, reimburse him for reasonable and necessary out‑of‑pocket expenses incurred in attending Board or committee meetings or performing other services as a director.
Mr. Roston is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S‑K.
Item 7.01 - Regulation FD Disclosure
The Company issued a press release on February 25, 2026, announcing the director change described in Item 5.02 above. A copy of the press release making this announcement is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit No. | Description | |||||||
| 99.1 | Press Release dated February 25, 2026, issued by the Company | |||||||
101 | Interactive Data File (formatted in Inline XBRL and includes the Cover Page Interactive Data File) | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 25, 2026 | HAMILTON INSURANCE GROUP, LTD. | |||||||
| By: | /s/ Gemma Carreiro | |||||||
| Gemma Carreiro | ||||||||
| Group General Counsel | ||||||||
Marc Roston Appointed to Hamilton Board of Directors PEMBROKE, BERMUDA, February 25, 2026 — Hamilton Insurance Group, Ltd. (NYSE: HG) (“Hamilton” or the “Company”), today announced that Marc Roston has been appointed to its Board of Directors as a shareholder director by Magnitude Capital, LLC, replacing Hawes Bostic, effective February 20, 2026. “I am pleased to welcome Marc to the Hamilton Board,” said Hamilton Chair David A. Brown. “We are confident his experience and insights will further enhance our Board’s effectiveness. “I extend my gratitude to Hawes for serving on our Board and for his invaluable support in the pivotal growth years during the lead-up to and following our listing on the New York Stock Exchange.” Roston joins Hamilton with more than 30 years of experience as an investment professional, with extensive experience analyzing and evaluating financial performance and business strategy across a wide range of companies. He is a Senior Research Scholar at Stanford University, where he has been affiliated since 2020. He is also Operating Partner of DFW Capital Partners, a private equity firm, a role he has held since 2020. Since 2009, he has advised hedge funds, private equity firms, insurance companies and family offices through MNR Capital LLC, his advisory and investment firm. About Hamilton Insurance Group, Ltd. Hamilton is a Bermuda-headquartered specialty insurance and reinsurance company that underwrites risks on a global basis through its wholly owned subsidiaries. Its three underwriting platforms: Hamilton Global Specialty, Hamilton Select and Hamilton Re, each with dedicated and experienced leadership, provide access to diversified and profitable business around the world. For more about our company, visit www.hamiltongroup.com or find us on LinkedIn at Hamilton Media contact Kelly Corday Ferris kelly.ferris@hamiltongroup.com Investor contact Darian Niforatos investor.relations@hamiltongroup.com
FAQ
What board change did Hamilton Insurance Group (HG) disclose in this 8-K?
Hamilton Insurance Group disclosed that Marc N. Roston was appointed to its Board as a shareholder‑appointed director, replacing H. Hawes Bostic, III, effective February 20, 2026. The change arises from a director designation right held by the Magnitude Investor.
Was Hawes Bostic’s departure from Hamilton Insurance Group’s board related to any disagreement?
The company states that Hawes Bostic’s departure from the Board was not related to any disagreement on Hamilton’s operations, policies, or practices. This suggests an orderly transition under the Magnitude Investor’s director designation right described in the filing.
What roles will Marc Roston have on Hamilton Insurance Group (HG)’s board committees?
Marc Roston is expected to serve on Hamilton’s Investments Committee and Technology Committee. These assignments place him in oversight roles related to the company’s investment activities and technology matters as part of his responsibilities as a shareholder‑appointed director.
How will Hamilton Insurance Group (HG) compensate Marc Roston for his board service?
Marc Roston, as a shareholder‑appointed director, will not receive board compensation from Hamilton. The company will only reimburse him for reasonable and necessary out‑of‑pocket expenses incurred in attending board or committee meetings or performing other director services.
Does Hamilton Insurance Group report any related-party transactions involving Marc Roston?
Hamilton states that Marc Roston is not a party to any transaction with the company that would require disclosure under Item 404(a) of Regulation S‑K. This indicates no disclosable related‑party transactions involving him at the time of the filing.
How did Hamilton Insurance Group (HG) communicate the board change to the market?
Hamilton Insurance Group issued a press release on February 25, 2026, announcing Marc Roston’s appointment and Hawes Bostic’s departure. The press release is furnished as Exhibit 99.1 and is incorporated by reference into the current report.
Filing Exhibits & Attachments
4 documents
Hamilton Insurance Group