Hamilton director granted $150K in RSUs

Vaughan Therese M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Vaughan Therese M reported acquisition or exercise transactions in this Form 4 filing.

Hamilton Insurance Group director Therese M. Vaughan received an annual equity award in the form of restricted stock units (RSUs). On May 5, 2026 she was granted 4,929 Class B common share RSUs, based on a target grant value of $150,000 and the closing share price of $30.43.

The RSUs were issued as compensation under the company’s Non-Employee Director Compensation Program and carry no cash purchase price. They cliff vest on the earlier of one year from the grant date or the next annual general meeting. Following this grant, Vaughan directly holds 25,821 Class B common shares, a total that includes RSUs.

Insider Trade Summary

Grant/Award: 4,929 shares

Grant/Award 1 txn

Insider Vaughan Therese M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Shares	4,929	$0.00	$0.00

Holdings After Transaction: Class B Common Shares — 25,821 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes restricted stock units.

Key Figures

RSU grant size: 4,929 RSUs Target grant value: $150,000 Share price on grant date: $30.43 per share +1 more

4 metrics

RSU grant size 4,929 RSUs Annual director grant on May 5, 2026

Target grant value $150,000 Basis for determining number of RSUs

Share price on grant date $30.43 per share Closing price used to calculate RSU count on May 5, 2026

Total shares after grant 25,821 shares Director’s direct holdings following RSU grant, including RSUs

Key Terms

restricted stock units, cliff vest, Non-Employee Director Compensation Program

3 terms

restricted stock units financial

"Represents an annual grant of restricted stock units ("RSUs") awarded to the reporting person"

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.

cliff vest financial

"The RSUs cliff vest on the earlier of the one-year anniversary of the grant date"

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.

Non-Employee Director Compensation Program financial

"awarded to the reporting person pursuant to the Hamilton Insurance Group, Ltd. ... Non-Employee Director Compensation Program"

FAQ

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

What did Hamilton Insurance Group (HG) director Therese M. Vaughan receive in this Form 4?

Therese M. Vaughan received an annual grant of 4,929 restricted stock units (RSUs) linked to Class B common shares, issued as compensation. The grant is valued using a $150,000 target and forms part of the company’s Non-Employee Director Compensation Program.

How was the number of RSUs for Hamilton Insurance Group (HG) calculated?

The company set a target grant value of $150,000 and divided it by the $30.43 closing price of Hamilton Insurance Group common shares on May 5, 2026. This calculation resulted in an award of 4,929 restricted stock units to the director.

When do Therese M. Vaughan’s Hamilton Insurance Group (HG) RSUs vest?

The restricted stock units cliff vest in full on the earlier of two dates: the one-year anniversary of the May 5, 2026 grant date or the date of Hamilton Insurance Group’s subsequent annual general meeting, aligning vesting with the director’s service period.

Did Therese M. Vaughan buy Hamilton Insurance Group (HG) shares on the market?

No, the Form 4 reflects a grant of restricted stock units at no cash purchase price, not an open-market share purchase. The transaction is classified as a compensation-related grant or award, rather than a discretionary buy in the public market.

How many Hamilton Insurance Group (HG) shares does Therese M. Vaughan hold after this grant?

After receiving 4,929 restricted stock units, Therese M. Vaughan directly holds 25,821 Class B common shares. This total includes the newly granted restricted stock units as part of her overall equity-based compensation and holdings in the company.

What program governs this Hamilton Insurance Group (HG) RSU award?

The grant was made under Hamilton Insurance Group, Ltd.’s Non-Employee Director Compensation Program. This program provides annual equity awards to outside directors, using restricted stock units whose value is tied to the company’s common share price on the grant date.

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

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Accepted by SEC EDGAR 05/07/2026 - 06:48 PM Learn about SEC filing dates

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^*

Vaughan Therese M

(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)
05/05/2026

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	05/05/2026		A		4,929(1)	A	$0	25,821(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 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.

Remarks:

	/s/ Gemma Carreiro, Attorney-in-Fact	05/07/2026
	** 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)