HG Form 4: Chief Risk Officer Sells 6,000 Class B Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Alexander James Baker, Chief Risk Officer of Hamilton Insurance Group, Ltd. (HG), reported the sale of 6,000 Class B common shares on 08/13/2025 at a weighted average price of $23.7873 per share under a transaction coded "S". After the sale the reporting person beneficially owned 116,338 Class B shares in a direct capacity. The filer indicated the sale was made pursuant to a Rule 10b5-1 plan and disclosed that the reported price is a weighted average from multiple trades between $23.75 and $23.81.

Positive

• Sale reported under a Rule 10b5-1 plan, indicating the transaction was prearranged and providing an affirmative defense
• Weighted-average price disclosed with a footnote offering to provide per-trade details, increasing transparency
• Clear post-transaction beneficial ownership reported: 116,338 Class B shares held directly

Negative

• Disposition of 6,000 Class B shares reduces the reporting person's holdings
• Form 4 provides no prior holding total, so the relative size of the sale versus prior position is unclear

Insights

Corporate Governance Expert

TL;DR: Routine insider sale executed under a 10b5-1 plan; disclosure is clear about weighted-average pricing.

The filing documents a voluntary disposition by an executive officer rather than any unusual corporate action. The checkbox indicating a Rule 10b5-1 plan provides the reporting person an affirmative defense against insider trading allegations, which reduces governance concerns related to timing. The footnote clarifying the weighted-average price and the offer to supply per-trade details increases transparency.

Securities Analyst

TL;DR: Small-size insider sale with transparent pricing; limited market-impact information provided.

The sale of 6,000 Class B shares at a weighted average of $23.7873 is a clearly disclosed, specific transaction. Because the form states the sale was pursuant to a 10b5-1 plan, it appears prearranged rather than opportunistic. The filing shows the reporting person retained 116,338 shares after the sale, but it does not provide prior holdings or context for the size relative to total outstanding shares, limiting market-impact assessment.

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).

X

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)
	Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		S		6,000	D	$23.7873(1)	116,338	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 $23.75 to $23.81, 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.

Remarks:

	/s/ Gemma Carreiro, Attorney-in-Fact	08/14/2025
	** 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.

FAQ

What did Hamilton Insurance (HG) insider Alexander James Baker sell?

He sold 6,000 Class B common shares on 08/13/2025 as reported on Form 4.

At what price were the HG shares sold?

Weighted average price $23.7873 per share; trades ranged between $23.75 and $23.81.

Was the sale for HG made under a 10b5-1 trading plan?

Yes, the filer checked the box indicating the transaction was made pursuant to a Rule 10b5-1(c) plan.

How many HG shares does the reporting person own after the sale?

116,338 Class B shares beneficially owned in a direct capacity following the reported transaction.

Who signed the Form 4 filing for this transaction?

Gemma Carreiro, Attorney-in-Fact, signed the Form 4 on 08/14/2025.