Hamilton Insurance resets large fund commitment terms

Hamilton Insurance Group, Ltd. entered into a new Investment Agreement on April 1, 2026 governing Hamilton Re’s investment in the Two Sigma Hamilton Fund.

Accepted by SEC EDGAR 04/02/2026 - 04:19 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Hamilton Insurance Group, Ltd. entered into a new Investment Agreement on April 1, 2026 governing Hamilton Re’s investment in the Two Sigma Hamilton Fund. Hamilton Re will use reasonable best efforts to keep at least the lesser of $1.8 billion or 60% of the Group’s net tangible assets invested as a Minimum Commitment Amount.

The agreement creates two capital tiers: Sub‑Series A Interests, representing amounts above the minimum, and Sub‑Series B Interests, representing capital at or below that threshold. Sub‑Series A withdrawals are allowed quarterly with 55 days’ notice, while Sub‑Series B withdrawals are allowed monthly but require six months’ prior notice and are capped at 1/12 of Sub‑Series B per month.

At the same time, the parties terminated the prior commitment agreement dated July 1, 2023, as amended January 1, 2025, which had different rolling commitment periods, withdrawal mechanics, allocation parameters and monthly certification requirements. The new Investment Agreement fully replaces the prior arrangement.

Insights

Insurance sector and capital management analyst

Hamilton restructures a very large fund commitment with tighter withdrawal rules.

Hamilton Insurance Group has replaced its prior commitment agreement with a new Investment Agreement tying Hamilton Re’s investment in the Two Sigma Hamilton Fund to the lesser of $1.8 billion or 60% of net tangible assets. This formalizes a sizable strategic allocation to the external fund.

The two‑tier structure distinguishes capital above and at/below this Minimum Commitment Amount. Sub‑Series A Interests can be withdrawn quarterly with 55 days’ notice, while Sub‑Series B Interests face monthly withdrawals but require six months’ notice and a cap of 1/12 per month, slowing potential de‑allocation from the core commitment.

The termination of the prior commitment agreement and removal of certain earlier withdrawal rights indicate a reset of liquidity and governance terms around this relationship. Actual balance sheet impact will depend on the Group’s net tangible assets and future capital allocation decisions disclosed in subsequent reports.

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Minimum Commitment Amount cap: $1.8 billion Minimum Commitment percentage: 60% of net tangible assets Quarterly withdrawal notice: 55 days +5 more

8 metrics

Minimum Commitment Amount cap $1.8 billion Upper bound of minimum commitment under Investment Agreement

Minimum Commitment percentage 60% of net tangible assets Alternative measure for Minimum Commitment Amount

Quarterly withdrawal notice 55 days Notice required to withdraw Sub‑Series A Interests

Sub‑Series B notice period 6 months Advance notice required for Sub‑Series B withdrawals

Monthly Sub‑Series B withdrawal cap 1/12 of Sub‑Series B Maximum monthly withdrawal of Sub‑Series B Interests

Investment Agreement date April 1, 2026 Effective date of new Investment Agreement

Prior agreement original date July 1, 2023 Original date of Prior Commitment Agreement

Prior agreement amendment date January 1, 2025 Amendment date of Prior Commitment Agreement

Key Terms

Material Definitive Agreement, Minimum Commitment Amount, net tangible assets, Sub‑Series A Interests, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01.Entry into a Material Definitive Agreement On April 1, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Minimum Commitment Amount financial

"net tangible assets (the “Minimum Commitment Amount”). The Investment Agreement"

net tangible assets financial

"lesser of (i) $1.8 billion or (ii) 60% of the Group’s net tangible assets"

Net tangible assets are what remains of a company’s physical, measurable assets (cash, buildings, equipment, inventory) after subtracting its debts and other obligations, excluding intangible items like goodwill, patents or brand value. For investors it provides a conservative snapshot of the company’s minimum real-world worth—like the resale value of all physical things after paying bills—and helps judge balance-sheet strength and downside risk.

Sub‑Series A Interests financial

"amounts in excess of the Minimum Commitment Amount (“Sub‑Series A Interests”)"

Sub‑Series B Interests financial

"capital at or below such amount (“Sub‑Series B Interests”). Withdrawals"

withdrawal limitations financial

"six‑month notice requirement and monthly withdrawal limitations, including a maximum withdrawal"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Hamilton Insurance Group (HG) change in its fund relationship?

Hamilton Insurance Group entered a new Investment Agreement for Hamilton Re’s investment in the Two Sigma Hamilton Fund and terminated the prior commitment agreement. The new deal refreshes minimum commitment, withdrawal mechanics, allocation targets, certification requirements and notice obligations for changes in control or business operations.

How large is Hamilton Re’s minimum commitment under the new Investment Agreement?

Hamilton Re agreed to maintain an investment at least equal to the lesser of $1.8 billion or 60% of Hamilton Insurance Group’s net tangible assets. This Minimum Commitment Amount anchors the strategic allocation size and directly links fund exposure to the Group’s underlying balance sheet strength.

What are Sub‑Series A and Sub‑Series B Interests in the Two Sigma Hamilton Fund?

Sub‑Series A Interests represent capital attributable to amounts above the Minimum Commitment Amount, while Sub‑Series B Interests cover capital at or below that level. The Investment Agreement applies different withdrawal timing and limits to each tier, distinguishing more flexible excess capital from core committed capital.

What withdrawal rights does Hamilton Re have under the new agreement?

Withdrawals of Sub‑Series A Interests can be made on the last calendar day of each quarter with at least 55 days’ prior notice. Sub‑Series B withdrawals are allowed monthly but require six months’ notice and are limited to a maximum of 1/12 of Sub‑Series B Interests each month.

When was the prior commitment agreement with the fund terminated?

The prior commitment agreement, originally dated July 1, 2023 and amended January 1, 2025, was terminated effective April 1, 2026. The new Investment Agreement between Hamilton Insurance Group, Hamilton Re and the Two Sigma entities fully replaces and supersedes that earlier arrangement.

What other provisions are included in Hamilton’s new Investment Agreement?

The Investment Agreement includes allocation targets, notice requirements for certain changes in control or business operations, quarterly certification requirements, confidentiality obligations and detailed withdrawal mechanics. These terms collectively govern how Hamilton Re’s investment in the Two Sigma Hamilton Fund is managed and monitored over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000159327500015932752026-02-202026-02-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 2, 2026

Date of Report (date of earliest event reported)

___________________________________

Hamilton Insurance Group, Ltd.

(Exact name of registrant as specified in its charter)

___________________________________

Bermuda (State or other jurisdiction of incorporation or organization)			001-41862 (Commission File Number)			98-1153847 (I.R.S. Employer Identification Number)
Wellesley House North, 1st Floor 90 Pitts Bay Road Pembroke, Bermuda HM 08
(Address of principal executive offices and zip code)
(441) 405-5200
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class B common shares, par value $0.01 per share

HG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.                                

Emerging growth company                                            ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                                 ☐

Item 1.01.Entry into a Material Definitive Agreement

On April 1, 2026, Hamilton Insurance Group, Ltd. (the “Group”), Hamilton Re, Ltd. (“Hamilton Re”), Two Sigma Hamilton Fund, LLC (the “Fund”), Two Sigma Principals, LLC (the “Managing Member”), and Two Sigma Investments, LP (the “Investment Manager”) entered into a letter agreement (the “Investment Agreement”) governing Hamilton Re’s investment in the Fund. The Investment Agreement replaces and supersedes the Commitment Agreement dated July 1, 2023, as amended on January 1, 2025 (collectively, the “Prior Commitment Agreement”).

Under the Investment Agreement, Hamilton Re has agreed to use reasonable best efforts to maintain an investment in the Fund in an amount not less than the lesser of (i) $1.8 billion or (ii) 60% of the Group’s net tangible assets (the “Minimum Commitment Amount”). The Investment Agreement establishes a two‑tier withdrawal structure distinguishing between capital attributable to amounts in excess of the Minimum Commitment Amount (“Sub‑Series A Interests”) and capital at or below such amount (“Sub‑Series B Interests”). Withdrawals of Sub‑Series A Interests may be made as of the last calendar day of each calendar quarter upon at least 55 days’ prior notice, and withdrawals of Sub‑Series B Interests may be made monthly, subject to a six‑month notice requirement and monthly withdrawal limitations, including a maximum withdrawal of 1/12th of the Sub‑Series B Interests per month.

The Investment Agreement also contains provisions regarding, among other things, allocation targets, notice requirements for certain changes in control or business operations, quarterly certification requirements and confidentiality.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8‑K.

Item 1.02 Termination of a Material Definitive Agreement

Pursuant to and in connection with entering into the Investment Agreement, the Group, Hamilton Re and the other parties thereto agreed to terminate, effective April 1, 2026, the Prior Commitment Agreement. The Prior Commitment Agreement previously governed Hamilton Re’s investment in the Fund and included, among other things, minimum commitment provisions, rolling commitment periods, withdrawal mechanics, allocation parameters, monthly certification requirements, and certain withdrawal rights that are not contained in the Investment Agreement. The Investment Agreement described in Item 1.01 replaces and supersedes the Prior Commitment Agreement

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.						Description
10.1						Investment Agreement, dated April 1, 2026, by and among Hamilton Insurance Group, Ltd., Hamilton Re, Ltd., Two Sigma Hamilton Fund, LLC, Two Sigma Principals, LLC, and Two Sigma Investments, LP
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: April 2, 2026						HAMILTON INSURANCE GROUP, LTD.
			By:			/s/ Gemma Carreiro
						Gemma Carreiro
						Group General Counsel

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 33.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB