Hamilton Insurance Group (HG) executive granted PSUs; shares withheld for tax

Rhea-AI Filing Summary

Hamilton Insurance Group, Ltd. reported that Alexander James Baker, CEO of Hamilton Global Specialty, received a grant of 26,370 Class B common shares on certification of performance stock units under the HG Equity Incentive Plan. These PSUs were tied to HG’s annualized underwriting return on capital for a 3-year period ending December 31, 2025, which was confirmed at 8.6%, producing a 200% of target performance payout. To cover related tax obligations from the PSU vesting, 12,394 Class B common shares were withheld at a price of $30.55 per share. Following these transactions, Baker directly owned 96,046 Class B common shares, including restricted stock units.

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

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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^*

Baker Alexander James

(Last) (First) (Middle)

C/O HAMILTON INSURANCE GROUP, LTD.

WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD

(Street)

PEMBROKE D0 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)
	CEO, Hamilton Global Specialty

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Shares	02/24/2026		A		26,370(1)	A	$0	108,440(2)	D
Class B Common Shares	02/24/2026		F		12,394(3)	D	$30.55(4)	96,046(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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).
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FAQ

What insider equity award did HG executive Alexander James Baker receive?

Alexander James Baker received a grant of 26,370 Class B common shares from performance stock units. The award vested under the HG Equity Incentive Plan after performance criteria were certified for a three-year period ending December 31, 2025.

What performance metric determined Alexander James Baker’s PSU payout at Hamilton Insurance Group (HG)?

The payout was based on HG’s annualized underwriting return on capital over a three-year period. For the period ending December 31, 2025, HG confirmed an 8.6% return, which resulted in a 200% of target performance payout on Baker’s PSUs.

How many Hamilton Insurance Group shares were withheld for Alexander James Baker’s tax obligations?

A total of 12,394 Class B common shares were withheld to satisfy tax obligations arising from the vesting of Baker’s performance stock units. The shares were valued using a $30.55 per share closing price when determining the withholding amount.

What is Alexander James Baker’s share ownership after these Form 4 transactions for HG?

After the grant and tax-withholding disposition, Alexander James Baker directly owned 96,046 Class B common shares of Hamilton Insurance Group. This figure includes restricted stock units as noted in the ownership footnote accompanying the filing details.

How were Alexander James Baker’s performance stock units at HG structured?

His performance stock units were earned based on HG’s annualized underwriting return on capital over a three-year performance period ending December 31, 2025. Achieving an 8.6% return produced a 200% of target performance payout and resulted in 26,370 shares being delivered.