Hamilton Insurance Group (HG) CFO earns PSU payout and withholds shares for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hamilton Insurance Group, Ltd. Chief Financial Officer Craig Howie reported a stock award tied to performance goals. He acquired 87,464 Class B common shares at $0.00 per share upon certification of performance stock units earned under the company’s equity incentive plan.

The PSUs were based on annualized underwriting return on capital for the 3-year period ending on December 31, 2025, which HG confirmed at 8.6%, resulting in a 200% of target payout. To cover tax obligations from this vesting, 34,374 shares were disposed of at a price of $30.55 per share, leaving 261,629 shares held directly, including restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Howie Craig

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Shares	87,464	$0.00	--
Tax Withholding	Class B Common Shares	34,374	$30.55	$1.05M

Holdings After Transaction: Class B Common Shares — 296,003 shares (Direct)

Footnotes (1)

Represents shares acquired upon the certification by Hamilton Insurance Group, Ltd. ("HG") for the satisfaction of performance criteria underlying an award of performance stock units ("PSUs") previously granted to the reporting person under the terms of the HG Equity Incentive Plan. The reporting person's PSUs are earned based on the HG annualized underwriting return on capital for the 3-year performance period ending on December 31, 2025. HG confirmed the annualized underwriting return on capital for the 3-year performance period ending on December 31, 2025, was 8.6%, resulting in a performance payout at 200% of target. Includes restricted stock units. Represents shares withheld to satisfy tax obligations arising out of the vesting of the reporting person's PSUs. Represents the closing price per share on February 24, 2025, used to determine the number of shares to be withheld by the issuer to satisfy tax withholding obligations.

Form 4 Insider Transactions: What Each Field Means →

02/26/2026 - 05:55 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Howie Craig

(Last)

(First)

(Middle)

C/O HAMILTON INSURANCE GROUP, LTD.

WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD

(Street)

PEMBROKE

HM08

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hamilton Insurance Group, Ltd. [ HG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Shares	02/24/2026		A		87,464⁽¹⁾	A	$0	296,003⁽²⁾	D
Class B Common Shares	02/24/2026		F		34,374⁽³⁾	D	$30.55⁽⁴⁾	261,629⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares acquired upon the certification by Hamilton Insurance Group, Ltd. ("HG") for the satisfaction of performance criteria underlying an award of performance stock units ("PSUs") previously granted to the reporting person under the terms of the HG Equity Incentive Plan. The reporting person's PSUs are earned based on the HG annualized underwriting return on capital for the 3-year performance period ending on December 31, 2025. HG confirmed the annualized underwriting return on capital for the 3-year performance period ending on December 31, 2025, was 8.6%, resulting in a performance payout at 200% of target.

2. Includes restricted stock units.

3. Represents shares withheld to satisfy tax obligations arising out of the vesting of the reporting person's PSUs.

4. Represents the closing price per share on February 24, 2025, used to determine the number of shares to be withheld by the issuer to satisfy tax withholding obligations.

Remarks:

	/s/ Gemma Carreiro, Attorney-in-Fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Hamilton Insurance Group (HG) CFO Craig Howie report on this Form 4?

Craig Howie reported a performance-based stock award vesting and related tax withholding transactions. He received 87,464 Class B common shares from performance stock units and had 34,374 shares withheld to satisfy tax liabilities, all under Hamilton Insurance Group’s equity incentive plan.

How many Hamilton Insurance Group (HG) shares did the CFO acquire in this transaction?

The CFO acquired 87,464 Class B common shares at a price of $0.00 per share. These shares came from performance stock units that vested after Hamilton Insurance Group certified its performance against return-on-capital targets for a three-year period ending December 31, 2025.

Why were some Hamilton Insurance Group (HG) shares disposed of in this Form 4?

A total of 34,374 Class B common shares were disposed of to cover tax obligations from the vesting of performance stock units. The shares were valued at $30.55 per share, representing the closing price used by Hamilton Insurance Group to calculate the tax withholding amount.

What performance result triggered the Hamilton Insurance Group (HG) PSU payout?

Hamilton Insurance Group confirmed an annualized underwriting return on capital of 8.6% for the three-year period ending December 31, 2025. This outcome produced a performance payout at 200% of target for the CFO’s performance stock units under the company’s equity incentive plan.

How many Hamilton Insurance Group (HG) shares does the CFO hold after these transactions?

After the award vesting and tax withholding, the CFO directly holds 261,629 Class B common shares. This figure includes restricted stock units, as noted in the filing footnotes, reflecting his ongoing equity stake in Hamilton Insurance Group following the performance share settlement.

What do the performance stock units (PSUs) represent for Hamilton Insurance Group (HG)?

The PSUs represent equity awards earned based on Hamilton Insurance Group’s underwriting return on capital over a defined three-year period. When performance conditions are met, the PSUs convert into Class B common shares, aligning executive compensation with the company’s multi-year underwriting profitability.