[8-K] Hamilton Insurance Group, Ltd. Reports Material Event

Rhea-AI Filing Summary

Hamilton Insurance Group (HG) reported new and amended letter-of-credit arrangements supporting Lloyd’s Syndicate 4000. On October 20, 2025, Hamilton Re entered into an amendment and restatement to its Letter of Credit Facility, substituting a previously issued unsecured letter of credit with a new $260 million letter of credit that expires on December 31, 2029. Issued letters of credit under this facility bear a fee of 150.0 basis points per annum.

Separately, effective October 23, 2025, Hamilton Re executed a fifteenth amendment with UBS, renewing a letter-of-credit facility in an amount equal to the greater of $25 million and the issued-and-outstanding letter-of-credit amount, capped at $75 million, through October 23, 2026. These facilities are used to provide Funds at Lloyd’s to meet FAL requirements.

Insights

Insurance capital & liquidity analyst

LOC capacity extended: $260M to 2029; UBS up to $75M to 2026.

Hamilton Re substituted an unsecured letter with a new $260 million letter of credit expiring December 31, 2029, carrying a fee of 150.0 basis points per annum on issued amounts. This supports Funds at Lloyd’s for Syndicate 4000, a common capital mechanism at Lloyd’s.

A separate UBS facility was renewed at the greater of $25 million and the issued-and-outstanding amount, capped at $75 million, through October 23, 2026. The documents list lenders (ING, Commerzbank, Deutsche Bank, UBS) and extend availability and tenor but do not change core usage.

Key dated items are the LOC maturity on December 31, 2029 and the UBS renewal through October 23, 2026. Actual utilization and fee expense will depend on letters issued under these facilities.

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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

October 20, 2025

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

Amendment and Restatement Agreement

On October 20, 2025, Hamilton Re, Ltd. (“Hamilton Re”), as Borrower, Hamilton Corporate Member Limited, as Applicant, Hamilton Insurance Group, Ltd., as Guarantor, and ING Bank N.V., London Branch, Commerzbank AG, New York Branch and Deutsche Bank AG, London Branch, as Lenders, entered into an Amendment and Restatement Agreement (the “Amendment”) to the Letter of Credit Facility Agreement dated November 7, 2019, as amended (the “Facility Agreement”). The Facility Agreement is utilized to provide a letter of credit to be applied towards Funds at Lloyd's (“FAL”) to support the FAL requirements of Lloyd’s Syndicate 4000. Pursuant to the Amendment, an unsecured letter of credit previously issued to Lloyd’s is being substituted with a new letter of credit issued under the Facility Agreement and such letter of credit will expire on December 31, 2029. The amount of the letter of credit is $260 million and the facility bears a fee of 150.0 basis points per annum on issued letters of credit.

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Amendment to Third Amended and Restated Reimbursement Agreement

On October 22, 2025, and effective October 23, 2025, Hamilton Re amended its Third Amended and Restated Reimbursement Agreement dated as of August 30, 2017 (as amended from time to time) (the “Reimbursement Agreement”) with UBS AG, Stamford Branch (“UBS”) by way of a Fifteenth Amendment to the Reimbursement Agreement (the “Fifteenth Amendment”). Pursuant to the Fifteenth Amendment, UBS renewed the letter of credit facility in an amount equal to the greater of (i) $25 million and (ii) the letter of credit amount issued and outstanding, provided that such amount shall not exceed $75 million, for a term that will expire on October 23, 2026. All other terms and conditions remain substantially unchanged.

The foregoing summary of the Fifteenth Amendment is qualified in its entirety by reference to the full text of the Fifteenth Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item

2.03.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.						Description
10.1						Amendment and Restatement Agreement, dated as of October 20, 2025
10.2						Fifteenth Amendment to Third Amended and Restated Reimbursement Agreement dated October 22, 2025
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: October 24, 2025						HAMILTON INSURANCE GROUP, LTD.
			By:			/s/ Gemma Carreiro
						Gemma Carreiro
						Group General Counsel

FAQ

What did Hamilton Insurance Group (HG) announce in this 8-K?

Hamilton Re amended its letter-of-credit facility to issue a new $260 million LOC expiring December 31, 2029, and renewed a UBS LOC facility up to $75 million through October 23, 2026.

What is the fee on Hamilton Re’s $260 million letter of credit?

Issued letters of credit under the facility bear a fee of 150.0 basis points per annum.

What is the purpose of these letter-of-credit facilities for HG (HG)?

They provide Funds at Lloyd’s to support the FAL requirements of Lloyd’s Syndicate 4000.

What are the terms of the UBS letter-of-credit renewal for HG?

The UBS facility equals the greater of $25 million and the issued-and-outstanding amount, capped at $75 million, expiring October 23, 2026.

Which banks are involved in Hamilton Re’s amended LOC facility?

Lenders include ING Bank N.V., London Branch, Commerzbank AG, New York Branch, and Deutsche Bank AG, London Branch.

Does this filing involve a direct financial obligation for HG?

Yes. Under Item 2.03, the creation of obligations related to these letter-of-credit arrangements is disclosed.

When do the new and renewed LOC facilities expire for HG?

The $260 million LOC expires on December 31, 2029; the UBS facility expires on October 23, 2026.