Hamilton Insurance director entity sells 12,700 HG shares

Hamilton Insurance Group director David A. Brown reported an indirect sale of Class B Common Shares through an affiliated entity.

Accepted by SEC EDGAR 05/19/2026 - 06:50 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Hamilton Insurance Group director David A. Brown reported an indirect sale of Class B Common Shares through an affiliated entity. On May 15, 2026, investment holding company Leyton Ltd., held by Thelwall Trust for the benefit of Brown and his family, sold 12,700 Class B Common Shares in open-market transactions at a weighted average price of $31.8202 per share, with individual trade prices ranging from $31.52 to $32.09.

After these transactions, Leyton Ltd. indirectly holds 487,300 Class B Common Shares, and Brown directly owns 110,308 Class B Common Shares, which include restricted stock units.

Insider Trade Summary

Net Seller: 12,700 shares

Net Sell 1 txn

Insider BROWN DAVID A

Role Director

Sold 12,700 shs ($404K)

Share of Position Sold 2.5%

Type	Security	Shares	Price	Value
Sale	Class B Common Shares	12,700	$31.8202	$404K
Holding	Class B Common Shares	--	--	--

Holdings After Transaction: Class B Common Shares — 487,300 shares (Indirect, By Leyton Ltd.); Class B Common Shares — 110,308 shares (Direct)

Holdings Before and After: Class B Common Shares, 500,000 to 487,300 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 $31.52 to $32.09, 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: 12,700 shares Weighted average sale price: $31.8202 per share Indirect holdings after sale: 487,300 shares +2 more

5 metrics

Shares sold 12,700 shares Class B Common Shares sold on May 15, 2026

Weighted average sale price $31.8202 per share Open-market sale range $31.52–$32.09

Indirect holdings after sale 487,300 shares Class B Common Shares held by Leyton Ltd.

Direct holdings 110,308 shares Class B Common Shares directly owned, includes RSUs

Price range of trades $31.52–$32.09 Range of individual trade prices on May 15, 2026

Key Terms

Class B Common Shares, weighted average price, restricted stock units, investment holding company, +1 more

5 terms

Class B Common Shares financial

"These Class B common shares were sold in multiple transactions at prices ranging"

Class B common shares are one of multiple types of a company’s ordinary stock that usually differ from other classes in voting power, dividend priority, or transferability. For investors, the difference matters because owning Class B may mean less control over corporate decisions or different income potential compared with other share classes—like having a seat with fewer votes at a board meeting while still sharing in the company’s profits.

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.

investment holding company financial

"An investment holding company held by Thelwall Trust, a family trust"

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?

Hamilton Insurance Group disclosed that an entity associated with director David A. Brown sold 12,700 Class B Common Shares. The sale was reported as an open-market transaction conducted by Leyton Ltd., an investment holding company linked to a family trust benefiting Brown and his family.

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

Leyton Ltd. sold 12,700 Hamilton Insurance Group Class B Common Shares at a weighted average price of $31.8202. Individual trades occurred in a price range between $31.52 and $32.09 per share, according to the disclosure’s detailed pricing footnote.

Who actually sold the Hamilton Insurance Group (HG) shares reported for David A. Brown?

The shares were sold by Leyton Ltd., an investment holding company held by Thelwall Trust. The trust is a family trust established for the benefit of director David A. Brown and his family, so the transaction is reported as Brown’s indirect ownership activity.

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

Following the reported transactions, the filing shows Leyton Ltd. holds 487,300 Class B Common Shares indirectly attributable to David A. Brown. This figure represents his reported indirect ownership interest through the investment holding structure after the 12,700-share sale.

How many Hamilton Insurance Group (HG) shares does David A. Brown hold directly?

The filing shows David A. Brown directly owns 110,308 Class B Common Shares of Hamilton Insurance Group. This direct position includes restricted stock units, which are equity awards that typically convert into shares upon vesting under the company’s compensation arrangements.

Were the Hamilton Insurance Group (HG) shares sold in a single trade or multiple trades?

The shares were sold in multiple trades, not a single transaction. The weighted average sale price was $31.8202 per share, with individual trade prices ranging from $31.52 to $32.09, as detailed in the pricing footnote of the disclosure.

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)
05/15/2026

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	05/15/2026		S		12,700	D	$31.8202(1)	487,300	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 $31.52 to $32.09, 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	05/19/2026
	** 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)