Hamilton director sells 37,300 HG shares at $32.16

Hamilton Insurance Group director David A. Brown reported an open-market sale of Class B common shares indirectly held through an investment vehicle.

Accepted by SEC EDGAR 05/20/2026 - 05:08 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Hamilton Insurance Group director David A. Brown reported an open-market sale of Class B common shares indirectly held through an investment vehicle. On May 18, 2026, Leyton Ltd. sold 37,300 Class B shares at a weighted average price of $32.1623 per share, with individual trades ranging from $32.00 to $32.41. Following this transaction, Brown’s indirect holdings through Leyton Ltd. totaled 450,000 Class B shares, while his direct holdings were 110,308 Class B shares, which include restricted stock units.

Insider Trade Summary

Net Seller: 37,300 shares

Net Sell 1 txn

Insider BROWN DAVID A

Role Director

Sold 37,300 shs ($1.20M)

Share of Position Sold 7.7%

Type	Security	Shares	Price	Value
Sale	Class B Common Shares	37,300	$32.1623	$1.20M
Holding	Class B Common Shares	--	--	--

Holdings After Transaction: Class B Common Shares — 450,000 shares (Indirect, By Leyton Ltd.); Class B Common Shares — 110,308 shares (Direct)

Holdings Before and After: Class B Common Shares, 487,300 to 450,000 shares (Indirect, By Leyton Ltd.)

Other Insiders: 2 other insiders reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (3)

1. F1. The price reported in Column 4 represents a weighted average price. These Class B common shares were sold in multiple transactions at prices ranging from $32.00 to $32.41, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
2. F2. An investment holding company held by Thelwall Trust, a family trust established for the benefit of the reporting person and his family.
3. F3. Includes restricted stock units.

Key Figures

Shares sold: 37,300 shares Weighted average sale price: $32.1623/share Sale price range: $32.00–$32.41 +2 more

5 metrics

Shares sold 37,300 shares Class B common shares sold on May 18, 2026

Weighted average sale price $32.1623/share Open-market sale of Class B common shares

Sale price range $32.00–$32.41 Range of prices for multiple sale transactions

Indirect holdings after sale 450,000 shares Class B shares held through Leyton Ltd.

Direct holdings after sale 110,308 shares Class B shares held directly, includes RSUs

Key Terms

weighted average price, restricted stock units, open-market sale, family trust

4 terms

weighted average price financial

"The price reported in Column 4 represents a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units financial

"Includes restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

family trust financial

"a family trust established for the benefit of the reporting person and his family."

FAQ

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

What insider transaction did Hamilton Insurance Group (HG) disclose for David A. Brown?

Hamilton Insurance Group disclosed that director David A. Brown reported an indirect open-market sale of Class B common shares. The sale was executed through Leyton Ltd., an investment holding company associated with Thelwall Trust, which benefits Brown and his family.

How many Hamilton Insurance Group (HG) shares were sold and at what price?

Leyton Ltd. sold 37,300 Hamilton Insurance Group Class B common shares at a weighted average price of $32.1623 per share. Individual sale prices ranged from $32.00 to $32.41, reflecting multiple transactions aggregated into a single reported average price.

What are David A. Brown’s remaining indirect holdings in Hamilton Insurance Group (HG)?

After the reported sale, David A. Brown’s indirect holdings through Leyton Ltd. totaled 450,000 Class B common shares. These shares are held by an investment holding company owned by Thelwall Trust, a family trust established for the benefit of Brown and his family.

What are David A. Brown’s direct holdings of Hamilton Insurance Group (HG) shares?

David A. Brown’s direct ownership position was reported as 110,308 Class B common shares. This direct position includes restricted stock units, which are equity-based awards that typically convert into shares subject to vesting or other specified conditions.

How were the sale prices for Hamilton Insurance Group (HG) shares determined in this filing?

The filing reports a weighted average sale price of $32.1623 per share for the 37,300 Class B shares. These shares were sold in multiple transactions, with individual trade prices ranging from $32.00 to $32.41, as detailed in the accompanying footnote.

Who actually held and sold the Hamilton Insurance Group (HG) shares in this Form 4?

The sold shares were held by Leyton Ltd., an investment holding company owned by Thelwall Trust. Thelwall Trust is a family trust established for the benefit of David A. Brown and his family, and the Form 4 attributes the indirect holdings and sale to this structure.

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

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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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BROWN DAVID A

(Last) (First) (Middle)

C/O HAMILTON INSURANCE GROUP, LTD.

WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD

(Street)

PEMBROKE HM08

(City) (State) (Zip)

BERMUDA

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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

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

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

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	05/18/2026		S		37,300(1)	D	$32.1623	450,000	I	By Leyton Ltd.(2)
Class B Common Shares								110,308(3)	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. The price reported in Column 4 represents a weighted average price. These Class B common shares were sold in multiple transactions at prices ranging from $32.00 to $32.41, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. An investment holding company held by Thelwall Trust, a family trust established for the benefit of the reporting person and his family.

3. Includes restricted stock units.

Remarks:

	s/ Gemma Carreiro, Attorney-in-Fact	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)