STOCK TITAN

Hamilton Insurance (HG) director granted 4,929 RSUs and holds 610k shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BROWN DAVID A reported acquisition or exercise transactions in this Form 4 filing.

Hamilton Insurance Group, Ltd. director David A. Brown received an annual equity grant of 4,929 Class B common share RSUs on May 5, 2026, as part of the company’s Non-Employee Director Compensation Program. The grant was based on a target value of $150,000 using the $30.43 closing share price. These RSUs cliff vest on the earlier of one year from the grant date or the next annual general meeting. Following the grant, Brown directly holds 110,308 Class B common shares, including restricted stock units, and indirectly holds 500,000 Class B common shares through Leyton Ltd., an investment holding company owned by Thelwall Trust, a family trust for his benefit and that of his family.

Positive

  • None.

Negative

  • None.
Insider BROWN DAVID A
Role null
Type Security Shares Price Value
Grant/Award Class B Common Shares 4,929 $0.00 --
holding Class B Common Shares -- -- --
Holdings After Transaction: Class B Common Shares — 110,308 shares (Direct, null); Class B Common Shares — 500,000 shares (Indirect, By Leyton Ltd.)
Footnotes (1)
  1. Represents an annual grant of restricted stock units ("RSUs") awarded to the reporting person pursuant to the Hamilton Insurance Group, Ltd. (the "Company") Non-Employee Director Compensation Program. The number of RSUs was determined based on a target grant value of $150,000 and the closing price of the Company's common shares on May 5, 2026, which was $30.43 per share. The RSUs cliff vest on the earlier of the one-year anniversary of the grant date or the date of the subsequent annual general meeting. Includes restricted stock units. An investment holding company held by Thelwall Trust, a family trust established for the benefit of the reporting person and his family.
RSU grant size 4,929 RSUs Annual grant of Class B Common Shares on May 5, 2026
Target grant value $150,000 Basis for determining number of RSUs awarded
Reference share price $30.43 per share Closing price on May 5, 2026 used to size grant
Direct holdings after grant 110,308 shares Class B Common Shares, includes restricted stock units
Indirect holdings 500,000 shares Class B Common Shares held through Leyton Ltd.
Grant vesting schedule Cliff vest after ~1 year Earlier of one-year anniversary or next annual general meeting
restricted stock units financial
"Represents an annual grant of restricted stock units ("RSUs") awarded"
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.
RSUs financial
"The number of RSUs was determined based on a target grant value"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Non-Employee Director Compensation Program financial
"pursuant to the Hamilton Insurance Group, Ltd. (the "Company") Non-Employee Director Compensation Program"
cliff vest financial
"The RSUs cliff vest on the earlier of the one-year anniversary"
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
family trust financial
"a family trust established for the benefit of the reporting person and his family"
SEC Form 4
FORM 4UNITED 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)
PEMBROKEHM08

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class B Common Shares05/05/2026A4,929(1)A$0110,308(2)D
Class B Common Shares500,000IBy Leyton Ltd.(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents an annual grant of restricted stock units ("RSUs") awarded to the reporting person pursuant to the Hamilton Insurance Group, Ltd. (the "Company") Non-Employee Director Compensation Program. The number of RSUs was determined based on a target grant value of $150,000 and the closing price of the Company's common shares on May 5, 2026, which was $30.43 per share. The RSUs cliff vest on the earlier of the one-year anniversary of the grant date or the date of the subsequent annual general meeting.
2. Includes restricted stock units.
3. An investment holding company held by Thelwall Trust, a family trust established for the benefit of the reporting person and his family.
Remarks:
/s/ Gemma Carreiro, Attorney-in-Fact05/07/2026
** Signature of Reporting PersonDate
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)

FAQ

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

Hamilton Insurance Group reported that director David A. Brown received an annual grant of 4,929 restricted stock units in Class B common shares. The grant is part of the company’s Non-Employee Director Compensation Program and represents equity-based compensation rather than an open-market share purchase.

How was the size of David A. Brown’s RSU grant at Hamilton Insurance (HG) determined?

The grant size was determined using a target value of $150,000 divided by the $30.43 closing price of Hamilton Insurance Group’s common shares on May 5, 2026. This calculation resulted in 4,929 restricted stock units being awarded under the director compensation program.

When do David A. Brown’s newly granted RSUs in Hamilton Insurance (HG) vest?

The 4,929 restricted stock units cliff vest on the earlier of the one-year anniversary of the May 5, 2026 grant date or the date of Hamilton Insurance Group’s subsequent annual general meeting. Until vesting, the RSUs generally represent a contingent right to receive Class B common shares.

How many Hamilton Insurance (HG) shares does David A. Brown hold after this Form 4 filing?

After the reported transactions, David A. Brown directly holds 110,308 Class B common shares, including restricted stock units. He also indirectly holds 500,000 Class B common shares through Leyton Ltd., providing a combined view of his direct and indirect economic exposure to Hamilton Insurance Group.