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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-03-07 · 535 added, 696 removed, 1961 unchanged (39% of the section changed)

4 unchanged sentences

Management’s Annual Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company’s independent registered public accounting firm due to a transition period established by the rules of SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control

Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as amended.

Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles and to reflect management’s judgments and estimates concerning effects of events and transactions that are accounted for or disclosed.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and the dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

There are inherent limitations to the effectiveness of any controls.

Our Board of Directors and management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud.

Our Board and management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud.

Controls, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls are met.

Further, we believe that the design of controls must reflect appropriate resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in controls, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Hamilton Group have been detected.

Because of the inherent limitations in controls, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed our internal control over financial reporting as of December 31, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.

Ernst & Young Ltd, the independent registered public accountants who audited our consolidated financial statements included in this Form 10-K, audited our internal control over financial reporting as of December 31, 2024 and their attestation report on our internal control over financial reporting is included herein.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Hamilton Insurance Group, Ltd.

Opinion on Internal Control Over Financial Reporting

We have audited Hamilton Insurance Group, Ltd.

and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Hamilton Insurance Group, Ltd.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and schedules and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young Ltd.

Hamilton, Bermuda

February 27, 2025

Other Information

Securities Trading Plans of Directors and Executive Officers

During the fiscal quarter ended December 31, 2024, the following directors and officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408:

On November 12, 2024 , Mr.

Adrian Daws , Chief Executive Officer Hamilton Global Specialty and an officer of the Company as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, adopted a Rule 10b5-1 trading arrangement for the sale of securities of the Company’s common shares.

Daws’ Rule 10b5-1 trading arrangement, which has a plan end date of September 2, 2025 , provides for the sale of up to 24,000 Class B common shares pursuant to the terms of the plan and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

On December 31, 2024, Ms.

Megan Graves , Chief Executive Officer Hamilton Re, Ltd .

and an officer of the Company as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, adopted a Rule 10b5-1 trading arrangement for the sale of securities of the Company’s common shares.

Graves’ Rule trading arrangement, which has a plan end date of September 15, 2025 , provides for the sale of up to 153,449 Class B common shares pursuant to the terms of the plan and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by this Item relating to our directors, executive officers and corporate governance shall be incorporated herein by reference to information found in our Proxy Statement for the Annual General Meeting of Shareholders to be held on June 4, 2024.

We have adopted an insider trading policy (“Insider Trading Policy”) governing the purchase, sale and other disposition of our securities by our directors, officers, employees, contractors, consultants, advisors and certain of their respective related persons or entities.

We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

The remaining information required by this Item relating to our directors, executive officers and corporate governance shall be incorporated herein by reference to information found in our Proxy Statement for the Annual General Meeting of Shareholders.

We intend to file our Proxy Statement no later than 120 days after the close of the fiscal year.

We have adopted a Code of Conduct and Ethics within the meaning of Item 406 of Regulation S-K of the Exchange Act that applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions.

The Code of Conduct and Ethics is available free of charge on our website www.hamiltongroup.com.

We will also provide a printed version of the Code of Conduct and Ethics to any shareholder who requests it.

We intend to disclose any amendments to our Code of Conduct and Ethics by posting such information on our website.

Any waivers of our Code of Conduct and Ethics applicable to our directors, principal executive officer, principal financial officer, principal accounting officer or controller and other persons who perform similar functions will be disclosed on our website or by filing a Form 8-K, as required.

Executive Compensation

The information required by this Item relating to executive compensation is incorporated herein by reference to information included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders to be held on June 4, 2024.

The information required by this Item relating to executive compensation is incorporated herein by reference to information included in our Proxy Statement for the 2025 Annual General Meeting of Shareholders.

We intend to file our Proxy Statement no longer than 120 days after the close of the fiscal year.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item relating to security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans is incorporated herein by reference to information included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders to be held on June 4, 2024.

We intend to file our Proxy Statement no longer than 120 days after the close of the fiscal year.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item relating to certain relationships and related transactions and director independence is incorporated herein by reference to information included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders to be held on June 4, 2024.

We intend to file our Proxy Statement no longer than 120 days after the close of the fiscal year.

Principal Accounting Fees and Services

The information required by this Item relating to principal accountant fees and services is incorporated herein by reference to information included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders to be held on June 4, 2024.

We intend to file our Proxy Statement no longer than 120 days after the close of the fiscal year.

1 unchanged sentence

Financial Statements

The audited consolidated financial statements of Hamilton Insurance Group, Ltd.

The accompanying audited consolidated financial statements of Hamilton Insurance Group, Ltd.

and related notes thereto are listed in the accompanying Index to the Consolidated Financial Statements and are filed as part of this Form 10-K.

Financial Statement Schedules

The Schedules to the audited consolidated financial statements of Hamilton Insurance Group, Ltd.

are listed in the accompanying Index to the Consolidated Financial Statements and are filed as a part of this Form 10-K.

The Schedules to the accompanying audited consolidated financial statements of Hamilton Insurance Group, Ltd.

are listed in the accompanying Index to Schedules to the Consolidated Financial Statements and are filed as a part of this Form 10-K.

Exhibit Index

3.1 Memorandum of Association of Hamilton Insurance Group, Ltd.

(incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit 3.1 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

3.2 Fourth Amended and Restated Bye-laws of Hamilton Insurance Group, Ltd.

(incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit 3.2 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

3.3 Certificate of Deposit of Memorandum of Increase of Share Capital of Hamilton Insurance Group, Ltd.

delivered to the Registrar of Companies on January 8, 2014

delivered to the Registrar of Companies on January 8, 2014 (incorporated by reference to Exhibit 3.3 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed March 7, 2024)

3.3.1 Certificate of Deposit of Memorandum of Increase of Share Capital of Hamilton Insurance Group, Ltd.

delivered to the Registrar of Companies on September 27, 2023

delivered to the Registrar of Companies on September 27, 2023 (incorporated by reference to Exhibit 3.3.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

4.1 Registration Rights Agreement, dated as of December 23, 2013, by and among Hamilton Insurance Group, Ltd.

and the parties set forth therein (incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (File No.

and the parties set forth therein (incorporated by reference to Exhibit 10.3 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

4.2 Shareholders Agreement, dated as of November 14, 2023, by and among Hamilton Insurance Group, Ltd.

and the parties set forth therein

4.3* Description of Securities

10.1 Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (File No.

and the parties set forth therein (incorporated by reference to Exhibit 4.2 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

4.3 Description of Hamilton Insurance Group, Ltd.’s Securities (incorporated by reference to Exhibit 4.3 to Hamilton Insurance Group, Ltd.'s Annual Report on Form 10-K filed on March 7, 2024)

10.1 Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.2 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.2† Hamilton Insurance Group, Ltd.

2013 Equity Incentive Plan and Form of Award Agreements (incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 (File No.

2013 Equity Incentive Plan and Form of Award Agreements (incorporated by reference to Exhibit 10.4 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.3† Hamilton Insurance Group, Ltd.

2023 Equity Incentive Plan and Form of Award Agreements (incorporated by reference to Exhibit 99 of the Registration Statement on Form S-8 (File No.

333-275463) filed on November 9, 2023)

2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.3.1† Form of Restricted Stock Unit Award Agreement (Time Vesting) and Hamilton Insurance Group, Ltd.

2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 of the Registration Statement on Form S-8 (File No.

2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-8 (File No.

333-275463) filed on November 9, 2023)

10.3.2† Form of Restricted Stock Unit Award Agreement (Performance Vesting) and Hamilton Insurance Group, Ltd.

2023 Equity Incentive Plan incorporated by reference to Exhibit 99.4 of the Registration Statement on Form S-8 (File No.

2023 Equity Incentive Plan incorporated by reference to Exhibit 99.4 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-8 (File No.

333-275463) filed on November 9, 2023)

10.4† Hamilton Insurance Group, Ltd.

Value Appreciation Pool Rules and Form of Award Agreement (incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 (File No.

Value Appreciation Pool Rules and Form of Award Agreement (incorporated by reference to Exhibit 10.11 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

1 unchanged sentence

and Giuseppina C.

Albo (incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 (File No.

Albo (incorporated by reference to Exhibit 10.6 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

1 unchanged sentence

and Giuseppina C.

Albo (incorporated by reference to Exhibit 10.5.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.6† Employment Agreement, dated as of April 27, 2021, between Hamilton U.S.

Services LLC and Craig Howie (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 (File No.

Services LLC and Craig Howie (incorporated by reference to Exhibit 10.7 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.6.1† Employment Agreement, dated as of March 6, 2024, between Hamilton Insurance Group, Ltd.

and Craig Howie

10.7† Employment Agreement, dated as of September 1, 2020, between Hamilton BDA Services Limited and Megan Thomas (incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.7.1*† Addendum A dated March 6, 2024 to Employment Agreement, dated as of September 1, 2020, between Hamilton BDA Services Limited and Megan Thomas

10.8† Contract of Employment, dated March 18, 2021, between Hamilton UK Services Limited and Adrian Daws (incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.8.1*† Addendum A dated March 6, 2024 to Contract of Employment, dated March 18, 2021, between Hamilton UK Services Limited and Adrian Daws

10.9† Employment Agreement, dated as of January 4, 2021, between Hamilton BDA Services Limited and Peter Skerlj (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.9.1† Separation Agreement, dated as of September 27, 2022, between Peter Skerlj and Hamilton BDA Services Limited, as amended as of December 20, 2022 (incorporated by reference to Exhibit 10.12 of the Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.10 Fifth Amendment to Term Loan Credit Agreement, dated as of June 23, 2022 (incorporated by reference to Exhibit 10.13 of the Registration Statement on Form S-1 (File No.

and Craig Howie (incorporated by reference to Exhibit 10.6.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.7† Employment Agreement, dated as of September 1, 2020, between Hamilton BDA Services Limited and Megan Thomas (incorporated by reference to Exhibit 10.8 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.11 Fifth Amended and Restated Credit Agreement, dated as of June 23, 2022 (incorporated by reference to Exhibit 10.14 of the Registration Statement on Form S-1 (File No.

10.7.1† Addendum A dated March 6, 2024 to Employment Agreement, dated as of September 1, 2020, between Hamilton BDA Services Limited and Megan Thomas (incorporated by reference to Exhibit 10.7.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.8*† Contract of Employment, dated March 18, 2021, between Hamilton UK Services Limited and Adrian Daws

10.8.1† Addendum A dated March 6, 2024 to Contract of Employment, dated March 18, 2021, between Hamilton UK Services Limited and Adrian Daws (incorporated by reference to Exhibit 10.8.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.9*† Amended and Restated Employment Agreement, dated August 6, 2022, between Hamilton BDA Services Limited and Gemma Carreiro

10.9.1*† Addendum A dated June 3, 2024 to Amended and Restated Employment Agreement, dated August 6, 2022, between Hamilton BDA Services Limited and Gemma Carreiro

10.10 Fifth Amendment to Term Loan Credit Agreement, dated as of June 23, 2022 (incorporated by reference to Exhibit 10.13 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.12 Amendment and Restatement Agreement, dated as of November 1, 2022 (incorporated by reference to Exhibit 10.15 of the Registration Statement on Form S-1 (File No.

10.11 Fifth Amended and Restated Credit Agreement, dated as of June 23, 2022 (incorporated by reference to Exhibit 10.14 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.12 Amendment and Restatement Agreement, dated as of October 28, 2024 (incorporated by reference to Exhibit 10.1 of Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K filed on October 29, 2024)

10.13 Letter of Credit, dated as of August 13, 2021, among Hamilton Re, Ltd., Hamilton Insurance Designated Activity Company, Hamilton Insurance Group, Ltd.

and Bank of Montreal, as amended by that certain First Amendment to Letter of Credit Agreement, dated as of August 11, 2023 (incorporated by reference to Exhibit 10.16 of the Registration Statement on Form S-1 (File No.

and Bank of Montreal, as amended by that certain First Amendment to Letter of Credit Agreement, dated as of August 11, 2023 (incorporated by reference to Exhibit 10.16 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.14.1* First Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2017

10.14.2* Second Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2018

10.14.3* Third Amendment to Third Amended and Restated Reimbursement Agreement, dated as of May 7, 2019

10.14.4* Fourth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 16, 2019

10.14.5* Fifth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2019

10.14.6 Sixth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 29, 2020

10.14.7* Seventh Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 28, 2021

10.14.8 Eighth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2022 (incorporated by reference to Exhibit 10.17 of the Registration Statement on Form S-1 (File No.

10.14 Second Amendment, dated as of August 12, 2024, to the Letter of Credit, dated as of August 13, 2021, among Hamilton Re, Ltd., Hamilton Insurance Designated Activity Company, Hamilton Insurance Group, Ltd.

and Bank of Montreal (incorporated by reference to Exhibit 10.1 to Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K filed on August 12, 2024)

10.15 Third Amended and Restated Reimbursement Agreement, dated as of August 30, 2017 (incorporated by reference to Exhibit 10.17 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.14.9 Ninth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of July 5, 2023 2022 (incorporated by reference to Exhibit 10.17.1 of the Registration Statement on Form S-1 (File No.

10.15.1 First Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2017 (incorporated by reference to Exhibit 10.14.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.15.2 Second Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2018 (incorporated by reference to Exhibit 10.14.2 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.15.3 Third Amendment to Third Amended and Restated Reimbursement Agreement, dated as of May 7, 2019 (incorporated by reference to Exhibit 10.14.3 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.15.4 Fourth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 16, 2019 (incorporated by reference to Exhibit 10.14.4 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.15.5 Fifth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2019 (incorporated by reference to Exhibit 10.14.5 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.15.6 Sixth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 29, 2020 (incorporated by reference to Exhibit 10.14.6 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.15.7 Seventh Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 28, 2021 (incorporated by reference to Exhibit 10.14.7 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.15.8* Eighth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2022

10.15.9 Ninth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of July 5, 2023 2022 (incorporated by reference to Exhibit 10.17.1 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on November 1, 2023)

10.14.10 Tenth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 26, 2023 (incorporated by reference to Exhibit 10.17.2 of the Registration Statement on Form S-1 (File No.

10.15.10 Tenth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 26, 2023 (incorporated by reference to Exhibit 10.17.2 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on November 1, 2023)

10.14.11* Eleventh Amendment to Third Amended and Restated Reimbursement Agreement, dated as of November 24, 2023

10.14.12* Twelfth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of January 30, 2024

10.15 Commitment Agreement with Two Sigma Investments, LP, effective as of July 1, 2023 (incorporated by reference to Exhibit 10.18 of the Registration Statement on Form S-1 (File No.

10.15.11 Eleventh Amendment to Third Amended and Restated Reimbursement Agreement, dated as of November 24, 2023 (incorporated by reference to exhibit 10.14.11 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.15.12 Twelfth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of January 30, 2024 (incorporated by reference to Exhibit 10.14.12 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

10.15.13 Thirteenth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of January 30, 2024 (incorporated by reference to Exhibit 10.1 to Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K filed on October 10, 2024)

10.16 Commitment Agreement with Two Sigma Investments, LP, effective as of July 1, 2023 (incorporated by reference to Exhibit 10.18 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.17 Amended and Restated Investment Management Agreement, dated as of July 1, 2023, between Two Sigma Hamilton Fund, LLC and Two Sigma Investments, LP.

(incorporated by reference to Exhibit 10.19 of the Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit 10.19 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.17 Fifth Amended and Restated Limited Liability Company Agreement of Two Sigma Hamilton Fund, LLC, dated as of July 1, 2023 (incorporated by reference to Exhibit 10.20 of the Registration Statement on Form S-1 (File No.

10.18 Fifth Amended and Restated Limited Liability Company Agreement of Two Sigma Hamilton Fund, LLC, dated as of July 1, 2023 (incorporated by reference to Exhibit 10.20 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.19 Investment Management Agreement, dated as of April 25, 2018 between DWS Investment Management Americas, Inc.

(formerly Deutsche Investment Management Americas Inc.) and Hamilton Insurance Group, Ltd., for itself and its subsidiaries and affiliates (incorporated by reference to Exhibit 10.21 of the Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.19 Amended and Restated Discretionary Investment Management Agreement, dated as of June 6, 2018, by and between Hamilton Managing Agency Limited (formerly Pembroke Managing Agency Limited) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.22 of the Registration Statement on Form S-1 (File No.

10.20 Amended and Restated Discretionary Investment Management Agreement, dated as of June 6, 2018, by and between Hamilton Managing Agency Limited (formerly Pembroke Managing Agency Limited) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.22 of Hamilton Group Insurance, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

10.20 Discretionary Investment Management Agreement, dates as of July 1, 2019, by and between Hamilton Insurance Designated Activity Company (formerly Ironshore Europe DAC) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.23 of the Registration Statement on Form S-1 (File No.

10.21 Discretionary Investment Management Agreement, dated as of July 1, 2019, by and between Hamilton Insurance Designated Activity Company (formerly Ironshore Europe DAC) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.23 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No.

333-275000) filed on October 16, 2023)

14.1* Code of Conduct and Ethics

10.22 Share Purchase Agreement dated May 8, 2024, by and among BSOF Master Fund L.P., BSOF Master Fund II L.P.

and Hamilton Insurance Group, Ltd.

(incorporated by reference to Exhibit 10.1 to Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K filed on May 8, 2024)

19* Hamilton Insurance Group, Ltd.

Insider Trading Policy

21* Subsidiaries of Hamilton Insurance Group, Ltd.

(incorporated by reference to Exhibit 21.1 of the Registration Statement on Form S-1 (File No.

333-275000) filed on November 1, 2023)

23* Consent of Ernst & Young Ltd.

31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Securities Exchange Act of 1934, as amended.

31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Securities Exchange Act of 1934, as amended .

32.1* Certification of Chief Executive Officer furnished pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2* Certification of Chief Financial Officer furnished pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-97* Hamilton Insurance Group, Inc.

Policy for the Recovery of Erroneously Awarded Compensation [adopted November 10, 2023]

31.1* Certification of Chief Executive Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of Chief Financial Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1* Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2* Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 Hamilton Insurance Group, Ltd.

Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)

* Filed herewith

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Form 10-K Summary

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 27, 2025.

HAMILTON INSURANCE GROUP, LTD.

March 7, 2024 /s/ Giuseppina Albo

/s/ Giuseppina Albo

Giuseppina Albo

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 27, 2025.

/s/ Giuseppina Albo

Giuseppina Albo

Chief Executive Officer and Director

(Principal Executive Officer)

March 7, 2024 /s/ Craig Howie

/s/ Craig Howie

Group Chief Financial Officer

(Principal Financial Officer)

March 7, 2024 /s/ Brian Deegan

/s/ Brian Deegan

Group Chief Accounting Officer

(Principal Accounting Officer)

March 7, 2024 /s/ David A.

March 7, 2024 /s/ H.

Hawes Bostic, III

March 7, 2024 /s/ Marvin Pestcoe

/s/ Bradley Cooper

Bradley Cooper

/s/ William C.

/s/ Anu Karna

/s/ Stephen W.

/s/ Neil Patterson

Neil Patterson

/s/ Marvin Pestcoe

Marvin Pestcoe

March 7, 2024 /s/ Russell Fradin

Russell Fradin

March 7, 2024 /s/ Stephen W.

March 7, 2024 /s/ William C.

March 7, 2024 /s/ John J.

March 7, 2024 /s/ Everard Barclay Simmons

/s/ Everard Barclay Simmons

Everard Barclay Simmons

March 7, 2024 /s/ Anu Karna

March 7, 2024 /s/ Antonio Ursano

Antonio Ursano

March 7, 2024 /s/ D.

Pauline Richards

/s/ Therese Vaughan

Therese Vaughan

GLOSSARY OF SELECTED TERMS

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Refer to “Basis of Presentation—Presentation of Financial Information–Non-GAAP Financial Measures” for further details.

Basic book value per common share Basic book value per common share is calculated by dividing total shareholders’ equity attributable to common shareholders by the number of common shares outstanding.

Book value per common share Book value per common share is calculated by dividing total shareholders’ equity attributable to common shareholders by the number of common shares outstanding.

BMA Bermuda Monetary Authority.

Bordereau A bordereau is a report prepared by an insurance company for a reinsurance company detailing either the policies that are covered by the reinsurance contract or the claims that are being submitted for payment under a reinsurance contract.

Bordereaux A report prepared by an insurance company for a reinsurance company detailing either the policies that are covered by the reinsurance contract or the claims that are being submitted for payment under a reinsurance contract.

These are usually for quota share treaties and are generally prepared on a quarterly basis.

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It includes, but is not limited to workers’ compensation, automobile liability and general liability.

Catastrophe and catastrophe losses A large loss, typically involving multiple claimants and includes both natural catastrophes such as earthquakes, hurricanes, tsunamis, hailstorms, severe winter weather, floods, wildfires, tornadoes, and manmade disasters such as explosions and fire.

Catastrophe losses A large loss, typically involving multiple claimants and includes both natural catastrophes such as earthquakes, hurricanes, tsunamis, hailstorms, severe winter weather, floods, wildfires, tornadoes, and manmade disasters such as explosions and fire.

Catastrophe losses may also arise from acts of war, acts of terrorism and political instability.

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Claims Frequency The number of claims notified of during a given coverage period.

Class of Business Class of business includes casualty, property and specialty business.

Collateralized Reinsurance Collateralized Reinsurance is a form of reinsurance in which the party assuming the risk is required to post collateral in order to cover any potential claim obligation.

Class of Business Class of business includes property, casualty, and specialty business.

Collateralized Reinsurance A form of reinsurance in which the party assuming the risk is required to post collateral in order to cover any potential claim obligation.

This allows non-traditional reinsurers, such as unrated carriers, to participate in the reinsurance market.

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A combined ratio under 100% indicates an underwriting profit, while a combined ratio over 100% indicates an underwriting loss.

Commercial lines The various kinds of insurance that are written for businesses, including property, general liability, automobile insurance and workers’ compensation.

Demand surge The temporary inflation of costs for building materials and labor resulting from increased demand for rebuilding services in the aftermath of a catastrophe.

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E&S Excess & Surplus lines.

Facultative Insurance Facultative reinsurance:

the cedant cedes, and the reinsurer assumes, all or part of the risk under a single insurance contract.

Facultative Insurance Reinsurance in which the cedant cedes, and the reinsurer assumes, all or part of the risk under a single insurance contract.

Facultative reinsurance is negotiated separately for each insurance contract that is reinsured and is usually intended to cover individual risks not covered by their reinsurance policies because of the limits involved or because the risk is unusual.

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domestic-based E&S carrier that is authorized to market and sell E&S products in all 50 states.

Hamilton Strategic Partnerships Hamilton’s third-party capital business, comprised of Turing Re, Ada Re and Hamilton Managing Agency Limited, solely in its capacity as managing agent for Lloyd’s Syndicate 1947.

Hamilton Strategic Partnerships Hamilton’s third-party capital business, comprised of Ada Re and Hamilton Managing Agency Limited, solely in its capacity as managing agent for Lloyd’s Syndicate 1947.

HIDAC Hamilton Insurance Designated Activity Company, a Dublin-based insurer regulated by the CBI with a U.K.

branch and a registered alien insurer with the NAIC affording access to write E&S business in all 50 states.

HMA Hamilton Managing Agency Limited, our Lloyd’s Managing Agent that manages syndicates including Hamilton Syndicate 4000 (wholly aligned syndicate).

HMA or Hamilton Managing Agency Hamilton Managing Agency Limited, our Lloyd’s Managing Agent that manages syndicates including Hamilton Syndicate 4000 (wholly aligned syndicate).

HMGA Americas Hamilton Managing General Agency Americas, LLC, our wholly-owned U.S.

subsidiary that has authority to write certain U.S.

property, specialty and casualty insurance and reinsurance on behalf of Hamilton Re, Lloyd’s Syndicate 4000 and HIDAC.

property, casualty, and specialty insurance and reinsurance on behalf of Hamilton Re, Lloyd’s Syndicate 4000 and HIDAC.

HUL Hamilton Underwriting Limited, a former Lloyd’s managing agent that managed Lloyd’s Syndicate 3334.

IELR Initial expected loss ratio.

Insurance-Linked Security or ILS A security that is tied to a specific event such as a hurricane or earthquake.

Lead In some insurance markets, the brokers find takers for insurance risks on the market and establish the policy terms with a leading underwriter, who also takes on a substantial share of the risk.

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Loss and loss adjustment expense reserves consist of “case reserves,” or reserves established with respect to individual reported claims, and “IBNR reserves.”

Loss portfolio transfer A loss portfolio transfer is a reinsurance contract or agreement in which an insurer cedes policies that have expired, often ones that have already incurred losses, to a reinsurer.

Loss and Loss Adjustment Expense Ratio Financial ratio calculated by dividing net losses and loss expenses by net premiums.

Loss portfolio transfer A reinsurance contract or agreement in which an insurer cedes policies that have expired, often ones that have already incurred losses, to a reinsurer.

Loss and Loss Adjustment Expense Ratio A financial ratio calculated by dividing net losses and loss expenses by net premiums.

Losses occurring Contracts that cover claims arising from loss events that occur during the term of the reinsurance contract, although not necessarily reported during the term of the contract.

Managing Member Two Sigma Principals, LLC., the managing member of the TS Hamilton Fund.

Memorandum of Association Hamilton’s memorandum of association.

NAIC National Association of Insurance Commissioners.

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Net premiums written Gross premiums written for a given period less premiums ceded to reinsurers and retrocessionaires during such period.

Other underwriting expense ratio Other underwriting expense ratio is calculated by dividing non-acquisition expenses by net premiums.

Other underwriting expense ratio A ratio calculated by dividing non-acquisition expenses by net premiums.

Examples of non-acquisition expenses include personnel costs, legal and professional fees, IT, travel and entertainment and communication costs.

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Personal lines Types of insurance or reinsurance written for individuals or families, rather than for businesses.

PMA and IEDAC Pembroke Managing Agency, Ironshore Europe DAC, and related companies acquired in 2019.

Premiums Premiums represent the cost of insurance that is paid by the policyholder or cedant to the insurer or the reinsurer for the risk being assumed.

Property catastrophe reinsurance Property catastrophe reinsurance contracts are typically “natural catastrophe” in nature, meaning that they protect against losses from earthquakes and hurricanes, as well as other natural catastrophes such as tornadoes, wildfires, winter storms, and floods (where the contract specifically provides for coverage).

Property catastrophe reinsurance Contracts that are typically “natural catastrophe” in nature, meaning they protect against losses from earthquakes and hurricanes, as well as other natural catastrophes such as tornadoes, wildfires, winter storms, and floods (where the contract specifically provides for coverage).

Losses on these contracts typically stem from direct property damage and business interruption.

Property lines Types of insurance or reinsurance which provide coverage to a person with an insurable interest in tangible property for that person’s property loss, damage or loss of use caused by an insured peril.

Property reinsurance Reinsurance that is primarily concerned with financial loss arising out of property loss, damage or loss of use caused by an insured peril, which could be either a natural catastrophe or man-made.

Property lines

Property reinsurance Types of insurance or reinsurance which provide coverage to a person with an insurable interest in tangible property for that person’s property loss, damage or loss of use caused by an insured peril.

Proportional reinsurance/Pro rata reinsurance/ Quota share reinsurance In proportional/pro rata/quota share treaty reinsurance, the reinsurer assumes a proportional share of the original premiums and losses incurred by the insurance company.

Prospectus The Company's prospectus dated November 9, 2023 and filed with the SEC on November 13, 2023 in connection with our initial public offering.

Reinstatement premiums The premium charged for the restoration of the reinsurance limit of an excess of loss contract to its full amount after payment by the reinsurer of losses as a result of an occurrence.

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Retrocessional reinsurance does not legally discharge the ceding reinsurer from its liability with respect to its obligations to the reinsured.

Return on average common shareholders’ equity or ROACE Return on average common shareholders’ equity is calculated by dividing net income (loss) attributable to common shareholders by average common shareholders’ equity for the same period.

Return on average common shareholders’ equity or ROACE Calculated by dividing net income (loss) attributable to common shareholders by average common shareholders’ equity for the same period.

Average common shareholders’ equity is the arithmetic mean of opening and closing total common shareholders’ equity for the stated periods.

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Specialty Lines (of Business) Include lines of business other than property or casualty, such as marine and energy, aviation, political violence and war and terror.

Submission An unprocessed application for (i) insurance, reinsurance or retrocessional coverage forwarded to an insurer, reinsurer or retrocessionaire by a broker or intermediary on behalf of such prospective ceding insurer, reinsurer or retrocessionaire.

Tangible book value Tangible book value is calculated as total common shareholders' equity less goodwill and intangible assets as at the same date.

Tangible book value per common share Tangible book value per common share is calculated by dividing tangible book value (as defined above) by the total number of common shares outstanding at the same date.

Submission An unprocessed application for insurance, reinsurance or retrocessional coverage forwarded to an insurer, reinsurer or retrocessionaire by a broker or intermediary on behalf of such prospective ceding insurer, reinsurer or retrocessionaire.

Tangible book value Calculated as total common shareholders' equity less goodwill and intangible assets as at the same date.

Tangible book value per common share Calculated by dividing tangible book value (as defined above) by the total number of common shares outstanding at the same date.

Treaty reinsurance The reinsurance of a specified type or category of risks defined in a reinsurance agreement (a “treaty”) between the primary insurer or other reinsured and a reinsurer.

1 unchanged sentence

A treaty is generally valid for a period of one year and contains common contract terms along with a specific risk definition, data on limit and retention, and provisions for premium and duration.

Turing Re Turing Re, Ltd., a Bermuda special purpose insurer sponsored by the Hamilton Group.

Two Sigma Two Sigma Investments, LP, an investment manager.

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Underwriting The insurer’s or reinsurer’s process of reviewing submissions for insurance or reinsurance coverage, deciding whether to accept all or part of the coverage requested and determining the applicable premiums.

Underwriting income (loss) Underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K.

Underwriting income (loss) A non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K.

The reconciliation to net income (loss), the most comparable GAAP financial measure, is presented in “Management's Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Results of Operations.” Refer also to “Basis of Presentation—Presentation of Financial Information—Non-GAAP Financial Measures” for further details.

1 unchanged sentence

Index to the Consolidated Financial Statements

Report of Independent Registered Public Accounting F irm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidate d Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Shareholders’ Equity

3 unchanged sentences

Variable Interest Entities

Change in Fiscal Year End Comparative Reporting

Goodwill and Intangible Assets

3 unchanged sentences

Share Capital

Stock Incentive Plans

S hare Incentive Plans

Earnings Per Share

Income Taxe s

Commitments and Contingencies

1 unchanged sentence

Statutory Requirements

EY Bermuda Ltd.

3 Bermudiana Road

Hamilton HM 08,

Hamilton HM BX, Bermuda

+1 441 295 7000

+1 441 295 5193

Subsequent Events

Report of Independent Registered Public Accounting Firm

The Shareholders and the Board of Directors

To the Shareholders and the Board of Directors of

Hamilton Insurance Group, Ltd.

1 unchanged sentence

We have audited the accompanying consolidated balance sheets of Hamilton Insurance Group, Ltd.

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity and cash flows for the years ended December 31, 2023, December 31, 2022 and November 30, 2021, and for the one month period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023, December 31, 2022 and November 30, 2021, and for the one month period ended December 31, 2021, in conformity with U.S.

(the Company) as of December 31, 2024, and 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Losses Incurred but not Reported

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At December 31, 2024, IBNR reserves represented a significant portion of the $3,532 million of reserves for losses and loss adjustment expenses.

There is significant uncertainty inherent in determining management’s estimate of ultimate losses and loss expenses associated with IBNR reserves.

Management estimates its IBNR reserves exposure for large loss events based upon discussions with brokers and cedants, use of proprietary loss modelling and pricing software, estimate of market loss and market share and experience from historical large events.

There is significant uncertainty inherent in determining management’s estimate of ultimate losses and loss adjustment expenses which is used to establish IBNR reserves.

Management estimates its IBNR reserves for large events based upon discussions with brokers and cedants, use of proprietary loss modelling and pricing software, estimates of market loss and market share and experience from historical large events.

IBNR reserves for attritional losses are established using actuarial loss reserving techniques.

2 unchanged sentences

The Company’s actuaries may use other approaches in addition to those described and supplement these methods with judgment depending upon the characteristics of the class of business and available data.

Inherent in the estimates of ultimate losses and loss expenses are expected trends in claim severity and frequency, the expected duration of the respective claims development period, inadequacies in the data provided by industry participants, the potential for further reporting lags, significant uncertainty as it relates to legal issues under the relevant terms of insurance and reinsurance contracts and other factors, which may vary significantly as claims are settled.

Inherent in the estimates of ultimate losses and loss adjustment expenses are expected trends in claim severity and frequency, the expected duration of the respective claims development period, inadequacies in the data provided by industry participants, the potential for further reporting lags, significant uncertainty as it relates to legal issues under the relevant terms of insurance and reinsurance contracts and other factors, which may vary significantly as claims are settled.

Auditing management’s estimate for IBNR reserves was complex and required the involvement of our actuarial specialists due to the high degree of subjectivity inherent in management’s methods and assumptions used in the calculations which have a significant effect on the valuation of IBNR reserves.

How We Addressed the Matter in Our Audit We obtained an understanding of the estimation process for IBNR reserves.

This included, among others, understanding management’s process over the actuarial methods and assumptions selected to determine their recorded estimate.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the relevant controls over the estimation process for IBNR reserves.

This included, among others, evaluating management’s controls over the actuarial methods and assumptions selected to determine their recorded estimate.

To test IBNR reserves, our procedures included, among others, the involvement of actuarial specialists to assist with the evaluation of the Company’s selection of significant actuarial methods and assumptions used in their analysis and a comparison of those methods used in prior periods and those used in the industry.

We independently calculated a range of reasonable reserve estimates including performing independent projections and compared the range of reserve estimates to the Company’s recorded loss and loss adjustment expense reserve.

/s/ Ernst & Young Ltd.

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Hamilton, Bermuda

March 7, 2024

February 27, 2025

Hamilton Insurance Group, Ltd.

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Receivables for investments sold

74,006 42,419

Prepaid reinsurance

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Payables to related parties

100,420 6,480

Total liabilities

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Consolidated Statements of Operations and Comprehensive Income (Loss)

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands, except per share information)

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Total net realized and unrealized gains (losses) on investments and net investment income (loss) 574,674 240,066 71,861

Net gain on sale of equity method investment

211 6,991 — 54,557

Other income (loss)

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Consolidated Statements of Shareholders' Equity

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands) 2024 2023 2022

Common shares

Balance, beginning of period

Balance, beginning of year

$ 1,101 $ 1,030 $ 1,025

2 unchanged sentences

( 112 ) ( 2 ) ( 2 )

Balance, end of period

Balance, end of year

1,015 1,101 1,030

Additional paid-in capital

Balance, beginning of period

Balance, beginning of year

1,249,817 1,120,242 1,110,248

5 unchanged sentences

30,384 48,547 10,784

Balance, end of period

Balance, end of year

1,163,609 1,249,817 1,120,242

Accumulated other comprehensive income (loss)

Balance, beginning and end of period

Balance, beginning and end of year

( 4,441 ) ( 4,441 ) ( 4,441 )

Retained earnings

Balance, beginning of period

Balance, beginning of year

801,373 547,352 645,769

1 unchanged sentence

613,158 280,287 ( 29,935 )

Net income attributable to non-controlling interest

Net income (loss) attributable to non-controlling interest

( 212,729 ) ( 21,560 ) ( 68,064 )

2 unchanged sentences

( 33,276 ) ( 537 ) ( 418 )

Balance, end of period

Balance, end of year

1,168,526 801,373 547,352

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Consolidated Statements of Cash Flows

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands) 2024 2023 2022

2 unchanged sentences

$ 613,158 $ 280,287 $ ( 29,935 )

Adjustments to reconcile net income (loss) to net cash

provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

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Impairment of goodwill — — 24,082

Net gain on sale of equity method investment

3,831 ( 6,529 ) 12,494

( 6,529 ) 12,494 ( 110 ) 7,103

Premiums receivable

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( 2,481,159 ) ( 2,554,888 ) ( 2,464,902 )

Net proceeds from sale of equity method investment — — — 57,428

Purchases of fixed maturity investments

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Issuance of common shares

Repurchases of common shares and options

Repurchases of common shares

( 150,350 ) ( 2,435 ) ( 1,518 )

2 unchanged sentences

Term loan, net of issuance costs

— ( 345 ) — —

Withdrawal of non-controlling interest

2 unchanged sentences

( 362,688 ) 59,016 ( 69,617 )

Effect of exchange rate changes on cash and cash equivalents

Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents

( 12,463 ) 3,574 ( 11,335 )

Net increase (decrease) in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents

199,992 ( 306,343 ) 243,077

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On November 14, 2023, the Company consummated an initial public offering ("IPO") of its Class B common shares, which are listed on the NYSE.

The Company’s net proceeds from the IPO were $ 80.6 million, after deducting underwriting discounts and specific incremental expenses directly attributable to the IPO.

Our Bermuda operations are led by Hamilton Re, Ltd.

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tax purposes and is registered with the U.S.

Internal Revenue Service, such that capital and profits allocated to Hamilton Re US are subject to applicable U.S.

Internal Revenue Service, such that underwriting and investment income derived from capital allocated to Hamilton Re US are subject to U.S.

Ada Capital Management Limited ("ACML"), a wholly owned insurance agent incorporated and regulated in Bermuda, is authorized to underwrite on behalf of Ada Re, Ltd.

Our London operations are comprised of Hamilton Managing Agency Limited ("HMA"), a Lloyd’s managing agency, which manages our wholly aligned Syndicate 4000 and certain other third-party funded Lloyd’s Syndicates.

Our London operations are comprised of Hamilton Managing Agency Limited ("HMA"), a Lloyd’s managing agency, which manages our wholly aligned Syndicate 4000 and a third-party funded Lloyd’s Syndicate.

Syndicate 4000 operates in the Lloyd’s market and underwrites property, casualty, and specialty insurance and reinsurance business on a subscription basis.

5 unchanged sentences

("Hamilton Select") is a U.S.

domestic excess and surplus lines carrier incorporated in Delaware and licensed to write excess and surplus business in all 50 states.

domestic excess and surplus lines carrier incorporated in Delaware and authorized to write excess and surplus business in all 50 states.

Two Sigma Hamilton Fund, LLC ("TS Hamilton Fund"), is a Delaware limited liability company.

5 unchanged sentences

Ada Re is a special purpose insurer funded by third party investors and formed to provide fully collateralized reinsurance and retrocession to both Hamilton Group and third party cedants.

Turing Re Ltd.

("Turing Re"), a Bermuda special purpose insurer funded by investors, provides collateralized reinsurance capacity for Hamilton Re’s property treaty business.

Easton Re is an industry loss index-triggered catastrophe bond that provides the Company's operating platforms with multi-year risk transfer capacity to protect against named storm risk in the United States and earthquake risk in the United States and Canada.

Easton Re has issued an industry loss index-triggered catastrophe bond that provides the Company's operating platforms with multi-year risk transfer capacity to protect against named storm risk in the United States and earthquake risk in the United States and Canada.

See Note 7, Reinsurance , for further details.

11 unchanged sentences

The major estimates recorded in the Company’s financial statements include, but are not limited to, premiums written, provisions for estimated future credit losses, the reserve for losses and loss adjustment expenses and the fair value of investments.

Change in Year End

On January 17, 2022, the Company changed its fiscal year from November 30 to December 31.

The current year consolidated

financial statements and accompanying footnotes cover the calendar year ended December 31, 2023.

As a result, our

comparative prior periods consist of the twelve month period from January 1, 2022 to December 31, 2022, the one-month transition period ended December 31, 2021, and the twelve month period from December 1, 2020 to November 30, 2021.

The transition period has been separately disclosed in the Company's Statements of Operations and Comprehensive Income (Loss), Statements of Shareholders' Equity, Statements of Cash Flows and throughout the footnotes.

Fair Value Measurements

2 unchanged sentences

Where the Company has elected to account for certain of its assets and liabilities at fair value in accordance with FASB ASC Topic Fair Value Measurements and Disclosures , the Company recognizes the change in unrealized gains and losses arising from changes in fair value in its statements of operations.

See Note 2k, Investments for further detail.

See Note 2j, Investments for further detail.

Premiums and Acquisition Costs

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Anticipated losses and loss adjustment expenses, based on historical and current experience, and anticipated net investment income related to the premiums are considered in determining the recoverability of deferred acquisition costs.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Concentrations of Credit Risk

4 unchanged sentences

The Company limits the amount of credit exposure with any one financial institution or issuer and believe that no significant concentration of credit risk exists with respect to cash and investments.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

In the normal course of business, the Company seeks to reduce the potential amount of loss arising from claims events by reinsuring certain levels of risk with other reinsurers.

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The reserve for IBNR losses and loss adjustment expenses is established by management based on estimates of ultimate losses and loss adjustment expenses.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

and reinsurance contracts, and other factors, which may vary significantly as claims are settled.

Inherent in the estimates of ultimate losses and loss adjustment expenses are expected trends in claim severity and frequency, the expected duration of the respective claims development period, inadequacies in the data provided by industry participants, the potential for further reporting lags, significant uncertainty as it relates to legal issues under the relevant terms of insurance and reinsurance contracts, and other factors, which may vary significantly as claims are settled.

Accordingly, ultimate losses and loss adjustment expenses may differ materially from the amounts recorded in the financial statements.

2 unchanged sentences

See Note 8, Reserve for Losses and Loss Adjustment Expenses , for further details.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash and cash equivalents include money market funds and highly liquid short-term deposits and securities with maturities of 90 days or less at the time of purchase.

Bank deposits are not considered to be fair value measurements and as such are not subject to the authoritative guidance on fair value measurement disclosures.

Money market funds are classified as Level 1 as these instruments are considered actively traded;

20 unchanged sentences

The specialized investment company accounting, as described above, is retained in the Company’s audited consolidated financial statements upon consolidation of TS Hamilton Fund.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Foreign Exchange

7 unchanged sentences

operations are sold, or substantially liquidated.

Stock-Based Compensation

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Share Based Compensation

The Company issues restricted stock units, performance stock units and warrants and may issue other equity-based awards to its employees.

The Black-Scholes pricing model is used to determine the fair value of warrants.

When using the Black-Scholes model, the volatility assumption is derived from the historical volatility of the share prices of a selection of publicly traded insurance companies of a similar business nature to the Company.

No allowance is made for any potential illiquidity associated with the private nature of the Company’s shares at the time of grant.

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

The expected lives of the awards are estimated at their maximum term.

Compensation cost is measured at the grant date fair value and expensed over the period for which the employee is required to provide services in exchange for the award.

For awards subject to graded vesting, the awards are separated into vesting tranches, which are amortized over their respective vesting periods.

The fair value of awards with performance conditions is remeasured at each reporting period with any changes in the expected outcome of the performance conditions recorded in compensation expense by a cumulative catch-up adjustment to apply the revised estimate.

Forfeitures are recognized as they occur.

See Note 13, Stock Incentive Plans, for further details of the accounting treatment for the Value Appreciation Pool ("VAP").

See Note 12, Share Incentive Plans , for further details of the accounting treatment for the Value Appreciation Pool ("VAP").

Intangible Assets

10 unchanged sentences

If finite lived intangible assets are impaired, they are written down to their estimated fair value with a corresponding expense recorded in the Company's consolidated statement of operations.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Variable Interest Entities

15 unchanged sentences

See Note 5, Variable Interest Entities , for further details.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Earnings Per Share

8 unchanged sentences

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02 Leases (as subsequently clarified in various Updates) which updated accounting guidance that applies to any entity that enters into a lease that does not meet certain scope exceptions.

The guidance requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance.

The Company adopted this guidance in the first quarter of 2022 by recording a gross-up of the balance sheet in recognition of an operating lease liability for future lease payments and the associated right-of-use asset for the right to use the underlying asset over the lease term.

This guidance did not have a material impact on the Company’s results of operations, financial position, cash flows or disclosures.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

In June 2016, the FASB issued ASU 2016-13 Measurement of Credit Losses on Financial Instruments (as subsequently clarified in various Updates), which requires the application of an incurred loss impairment methodology that reflects expected credit losses and requires consideration of a broad range of reasonable and supportable information to record credit loss estimates.

The Company adopted this guidance in the first quarter of 2022, and because it did not have a material impact on the Company’s results of operations, financial position, or cash flows, the Company did not record a cumulative effective adjustment to opening retained earnings as of January 1, 2022.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 Segment Reporting, which enhances the qualitative and quantitative disclosures related to reportable segments.

The guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

Early adoption is permitted.

This guidance will not have a material impact on the Company's results of operations, financial position, or cash flows.

The Company adopted this guidance for the year ended December 31, 2024 and it did not have a material impact on the Company’s results of operations, financial position, cash flows or disclosures.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 Income Taxes , which enhances the quantitative annual disclosures related to tax rate reconciliations and income taxes paid and requires additional qualitative discussion of applicable tax jurisdictions and the nature of certain reconciling items.

2 unchanged sentences

This guidance will not have a material impact on the Company's results of operations, financial position, or cash flows.

In November 2024, the FASB issued ASU 2024-03 Disaggregation of Income Statement Expenses , which enhances the quantitative and qualitative disclosures related to specified information about certain costs and expenses.

The guidance is effective for annual periods beginning after December 15, 2026.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Fixed Maturity and Short-Term Investments - Trading

The Company’s fixed maturity and short-term investments at December 31, 2023 and 2022 are as follows:

The Company’s fixed maturity and short-term investments are as follows:

December 31, 2024

($ in thousands)

13 unchanged sentences

Total $ 2,918,547 $ 9,545 $ ( 53,120 ) $ 2,874,972

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

December 31, 2023

($ in thousands)

13 unchanged sentences

Total $ 2,294,936 $ 17,667 $ ( 52,457 ) $ 2,260,146

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Contractual Maturities Summary

The following table presents contractual maturities of fixed maturity securities at December 31, 2023.

The following table presents contractual maturities of fixed maturity securities.

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

December 31, 2024

($ in thousands)

7 unchanged sentences

Due after ten years

Mortgage-backed

Mortgage-backed securities

346,555 329,051

Asset-backed securities

113,997 113,890

1 unchanged sentence

Investments in Two Sigma Funds

The Company’s investments in Two Sigma Funds at December 31, 2023 and 2022 are as follows:

The Company’s investments in Two Sigma Funds are as follows:

December 31, 2024 December 31, 2023

($ in thousands)

8 unchanged sentences

The Company, through its investments in FTV, STV and ESTV, seeks to achieve absolute dollar-denominated returns on a substantial capital base, primarily by combining multiple hedged and leveraged systematic investment strategies with proprietary risk management and execution techniques.

These systematic strategies include, but are not limited to, technical and

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

statistically-based, fundamental-based, event-based, market condition-based and spread-based strategies as well as contributor-based and/or sentiment-based strategies and blended strategies.

These systematic strategies include, but are not limited to, technical and statistically-based, fundamental-based, event-based, market condition-based and spread-based strategies as well as contributor-based and/or sentiment-based strategies and blended strategies.

• FTV primarily utilizes systematic strategies to gain broad macro exposure to FX, fixed income, equity and credit indices and commodities, predominantly by trading futures, spots, forwards, options, swaps, cash bonds and exchange traded products.

2 unchanged sentences

At December 31, 2024, the Company owns a 14.3 %, 17.8 % and 9.8 % interest in each of the FTV, STV and ESTV funds, respectively.

The following table summarizes certain investments of FTV, STV and ESTV where TS Hamilton Fund’s proportionate share of the fair value of the investment represents more than 5% of TS Hamilton Fund’s members’ equity at December 31, 2023:

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

December 31, 2024

($ in thousands)

Principal / Shares (1)

Fair Value (1)

% of Members' Equity

State Street Treasury Obligations Money Market Fund 145,005 $ 145,005 8.4 %

Goldman Sachs Financial Square Treasury Obligations Fund 111,926 $ 111,926 5.9 %

Morgan Stanley Institutional Liquidity Funds Treasury Portfolio 109,471 $ 109,471 5.8 %

JP Morgan U.S.

Treasury Plus Money Market Fund - Capital 101,940 $ 101,940 5.4 %

Treasury Securities, 0.0000% - 4.6250%, due 1/9/2025 - 11/15/2054 2,105,796 $ 2,086,814 110.6 %

Invesco Treasury Portfolio Money Market Fund 96,844 $ 96,844 5.1 %

Treasury Securities, 4.0000% - 4.6250%, due 12/31/2026 - 11/15/2054 ( 241,100 ) $ ( 236,974 ) ( 12.6 ) %

2 unchanged sentences

Effective July 1, 2023, a revised investment management agreement with Two Sigma requires TS Hamilton Fund to incur a management fee of 2.5 % of the non-managing members' equity in the net asset value of the TS Hamilton Fund per annum (previously 3 %).

The management fee for the years ended December 31, 2023 and 2022, the month ended December 31, 2021 and the year ended November 30, 2021 was $ 45.2 million, $ 53.1 million, $ 4.3 million and $ 48.7 million, respectively.

The management fee for the years ended December 31, 2024, 2023 and 2022 was $ 46.9 million, $ 45.2 million and $ 53.1 million, respectively.

Under the terms of the revised limited liability company agreement between Hamilton Re and the Managing Member, the Managing Member remains entitled to an incentive allocation equal to 30 % of TS Hamilton Fund’s net profits, subject to high watermark provisions, and adjusted for withdrawals and any incentive allocation to the Managing Member.

3 unchanged sentences

To the extent Hamilton Re contributes capital other than at the beginning of a fiscal year or withdraws capital other than at the end of a fiscal year, the additional incentive allocation hurdle with respect to such capital is prorated.

The aggregate incentive allocation (inclusive of the additional incentive allocation) for the years ended December 31, 2023 and 2022, the month ended December 31, 2021 and the year ended November 30, 2021 was $ 21.5 million, $ 68.0 million, $ Nil and $ 61.6 million, respectively.

The aggregate incentive allocation (inclusive of the additional incentive allocation) for the years ended December 31, 2024, 2023 and 2022 was $ 212.7 million, $ 21.5 million and $ 68.0 million, respectively.

Hamilton Re has a commitment with TS Hamilton Fund to maintain an amount up to the lesser of (i) $ 1.8 billion or

(ii) 60 % of Hamilton Insurance Group’s net tangible assets in TS Hamilton Fund, such lesser amount, the "Minimum Commitment Amount", for a three-year period (the "Initial Term") and for rolling three-year periods thereafter (each such three-year period the "Commitment Period"), subject to certain circumstances and the liquidity options described below, with the Commitment Period ending on June 30, 2027.

The Commitment Period consists of a three-year rolling term that automatically renews on an annual basis unless Hamilton Re or the Managing Member provide advance notice of non-renewal.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The Commitment Period consists of a 3-year rolling term that automatically renews on an annual basis unless Hamilton Re or the Managing Member provide advance notice of non-renewal.

The TS Hamilton Fund generally has two liquidity options, subject to Hamilton Re’s minimum investment commitment, which are as follows:

1 unchanged sentence

• Daily liquidity - Subject to certain limited circumstances, including the need to meet obligations pursuant to Hamilton Re’s underwriting operations, Hamilton Re may request a withdrawal of all or a portion of its capital account upon at least one business day’s written notice of such withdrawal request date to the Managing Member.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

At its discretion, the Managing Member may permit or require Hamilton Re to withdraw all or any portion of its respective capital account at other times, or waive or reduce certain notice periods, or allow a notice to be revoked.

2 unchanged sentences

The components of total net realized and unrealized gains (losses) on investments and net investment income (loss) are as follows:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

11 unchanged sentences

Interest and other 113,611 78,452 34,162

Loss on equity method investment — — — ( 7,285 )

Management fees ( 49,102 ) ( 47,049 ) ( 54,581 )

3 unchanged sentences

Total net realized and unrealized gains (losses) on investments and net investment income (loss) $ 574,674 $ 240,066 $ 71,861

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Net Realized Gains (Losses) on Investments

The components of net realized gains (losses) on investments are as follows:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

2 unchanged sentences

TS Hamilton Fund 470,091 100,930 266,630

Other 284 211 6,991

Net realized gains (losses) on investments $ 468,068 $ 84,513 $ 258,653

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Net Unrealized Gains (Losses) on Investments

The components of net unrealized gains (losses) on investments are as follows:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

5 unchanged sentences

At December 31, 2024 and 2023, pledged investments at fair value were comprised of $ 245.3 million and $ 232.2 million, respectively, securing a portion of the capital requirements for business written at Lloyd's, $ 89.1 million and $ 54.1 million, respectively, held in trust accounts for the benefit of U.S.

state regulatory authorities and $ 37.2 million and $ Nil , respectively, securing other underwriting obligations.

state regulatory authorities and $ 31.9 million and $ 37.2 million, respectively, securing other underwriting obligations.

In addition, certain investments were pledged as security for letter of credit facilities as described further in Note 10, Debt and Credit Facilities .

At December 31, 2023 and 2022, restricted cash and cash equivalents balances were comprised of $ 97.4 million and $ 126.8 million, respectively, securing other underwriting obligations, $ 7.2 million and $ 2.1 million, respectively, securing a portion of the capital requirements for business written at Lloyd's, $ 1.5 million and $ 1.3 million, respectively, in trust accounts for the benefit of regulatory authorities, and $ 0.3 million and $ 0.6 million, respectively, of escrow funds.

At December 31, 2024 and 2023, restricted cash and cash equivalents balances were comprised of $ 101.8 million and $ 97.4 million, respectively, securing other underwriting obligations, $ 1.1 million and $ 7.2 million, respectively, securing a portion of the capital requirements for business written at Lloyd's, $ 1.5 million and $ 1.5 million, respectively, in trust accounts for the benefit of regulatory authorities, and $ Nil and $ 0.3 million, respectively, of escrow funds.

Total cash and cash equivalents and restricted cash and cash equivalents of $ 1.1 billion presented in the statement of cash flows was comprised of cash and cash equivalents of $ 996.5 million and restricted cash and cash equivalents of $ 104.4 million on the balance sheet at December 31, 2024.

Total cash and cash equivalents and restricted cash and cash equivalents of $ 900.9 million presented in the statement of cash flows was comprised of cash and cash equivalents of $ 794.5 million and restricted cash and cash equivalents of $ 106.4 million on the balance sheet at December 31, 2023.

Total cash and cash equivalents and restricted cash and cash equivalents of $ 1.2 billion presented in the statement of cash flows was comprised of cash and cash equivalents of $ 1.1 billion and restricted cash and cash equivalents of $ 130.8 million on the balance sheet at December 31, 2022.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Financial Instruments Subject to Fair Value Measurements

11 unchanged sentences

• Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Assets Recorded at Fair Value - Fixed Maturity and Short-term Investments

13 unchanged sentences

fair value based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances and benchmark yields.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The following table presents the financial instruments measured on a recurring basis at fair value at December 31, 2023 and 2022:

The following table presents the financial instruments measured at fair value on a recurring basis:

December 31, 2024

($ in thousands)

13 unchanged sentences

Total $ — $ 2,874,972 $ — $ 2,874,972

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

December 31, 2023

($ in thousands)

12 unchanged sentences

Total $ — $ 2,260,146 $ — $ 2,260,146

The carrying values of cash and cash equivalents, restricted cash and cash equivalents, receivables for investments sold, certain other assets, payables for investments purchased, and certain other liabilities approximate their fair values.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accrued investment income, receivables for investments sold, certain other assets, payables for investments purchased, and certain other liabilities approximate their fair values.

Variable Interest Entities

TS Hamilton Fund

TS Hamilton Fund meets the definition of a VIE principally because the Managing Member does not hold substantive equity at risk in the entity but controls all of the decision making authority over it.

TS Hamilton Fund meets the definition of a variable interest entity ("VIE") principally because the Managing Member does not hold substantive equity at risk in the entity but controls all of the decision making authority over it.

Therefore, the Company assessed its ownership in the VIE to determine if it is the primary beneficiary.

3 unchanged sentences

Activity in the non-controlling interest of TS Hamilton Fund was as follows:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

2024 2023 2022

Balance - beginning of period

Balance - beginning of year

$ 133 $ 119 $ 124

1 unchanged sentence

Equity in earnings

14 14 ( 3 ) 31

Incentive allocation

212,686 21,546 68,050

Balance - end of period

Balance - end of year

$ 128 $ 133 $ 119

The following table represents the total assets and total liabilities of TS Hamilton Fund at December 31, 2023 and 2022.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The following table presents the total assets and total liabilities of TS Hamilton Fund.

Creditors or beneficial interest holders of TS Hamilton Fund have no recourse to the general credit of the Company as the Company’s obligation is limited to the amount of its committed investment.

7 unchanged sentences

Receivables for investments sold

Interest and dividends receivable

73,322 41,087

Accounts payable and accrued expenses

Withdrawal payable

Interest and dividends receivable

2,087,886 1,801,656

1 unchanged sentence

100,469 62,440

Withdrawal payable

100,420 6,480

Accounts payable and accrued expenses

Total liabilities

2 unchanged sentences

$ 1,886,764 $ 1,732,545

The withdrawal payable of $ 6.5 million and $ 145.7 million at December 31, 2023 and 2022, respectively, includes a redemption of $ Nil and $ 145.7 million, respectively, due to Hamilton Re.

The net balance is reported on the Company's consolidated balance sheet in "Payables to related parties".

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Change in Fiscal Year End Comparative Reporting

The Company changed its fiscal year end as discussed in Note 2, Summary of Significant Accounting Policies .

The following condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of cash flows and consolidated statements of shareholders' equity present the resulting one month transition period ended December 31, 2021 and the comparative results for the one month ended December 31, 2020.

The Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the one month period ended December 31, 2021 and 2020 are as follows:

One Month Ended

($ in thousands, except per share information)

2021 2020 (unaudited)

Net premiums earned

$ 98,631 $ 67,498

Net investment income (loss), net of income attributable to non-controlling interest ( 36,745 ) 72,048

Other income (loss)

Total revenues

64,033 143,303

Losses and loss adjustment expenses

56,650 44,925

Acquisition costs

23,992 17,534

General and administrative expenses

15,682 15,189

Other expenses

Total expenses

98,585 79,218

Income (loss) before income tax

( 34,552 ) 64,085

Income tax expense

Net income (loss) attributable to common shareholders

$ ( 35,887 ) $ 63,421

Per share data

Basic earnings (loss) per share attributable to common shareholders

$ ( 0.35 ) $ 0.62

Diluted earnings (loss) per share attributable to common shareholders

$ ( 0.35 ) $ 0.61

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The Condensed Consolidated Statements of Cash Flows for the one month period ended December 31, 2021 and 2020 are as follows:

One Month Ended

($ in thousands) 2021 2020 (unaudited)

Net cash used in operating activities

$ ( 33,913 ) $ ( 20,765 )

Net cash from investing activities

Net cash used in financing activities

( 23 ) ( 53 )

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

9,198 ( 17,268 )

Cash and cash equivalents and restricted cash and cash equivalents, beginning of period

954,928 660,079

Cash and cash equivalents and restricted cash and cash equivalents, end of period

$ 964,126 $ 642,811

The Consolidated Statements of Shareholders' Equity for the one month period ended December 31, 2021 and 2020 are as follows:

One Month Ended

($ in thousands) 2021 2020 (unaudited)

Common shares

Balance, beginning and end of period

$ 1,025 $ 1,024

Additional paid-in capital

Balance, beginning of period

1,109,205 1,104,803

Repurchases of common shares

Share compensation expense

Balance, end of period

1,110,248 1,105,599

Accumulated other comprehensive loss

Balance, beginning and end of period

( 4,441 ) ( 4,441 )

Retained earnings

Balance, beginning of period

681,656 495,364

Net income (loss)

( 35,890 ) 78,616

Net income attributable to non-controlling interest

Repurchases of common shares

Balance, end of period

645,769 558,767

Total shareholders’ equity

$ 1,752,601 $ 1,660,949

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Goodwill and Intangible Assets

2 unchanged sentences

Subject to Amortization Intangible Assets not Subject to Amortization Total

Net balance, November 30, 2021 $ 24,884 $ 54,920 $ 37,208 $ 117,012

additions — 800 — 800

amortization — ( 1,200 ) — ( 1,200 )

Net balance, December 31, 2022 $ — $ 49,750 $ 37,208 $ 86,958

additions — 14,821 — 14,821

impairment ( 24,082 ) — — ( 24,082 )

amortization — ( 10,783 ) — ( 10,783 )

9 unchanged sentences

Impairment charges are recorded in the consolidated statement of operations for the year ended December 31, 2022 in the line "Impairment of goodwill".

The following tables present the components of goodwill and intangible assets at December 31, 2023 and 2022:

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The following tables present the components of intangible assets:

December 31, 2024

($ in thousands) Gross Balance Accumulated Amortization and Impairment Net Balance

2 unchanged sentences

Internally developed software 62,166 ( 27,061 ) 35,105

Value of business acquired 13,309 ( 13,309 ) —

Managing general agency contracts 7,379 ( 7,379 ) —

Intangible assets not subject to amortization

2 unchanged sentences

$ 143,889 $ ( 50,768 ) $ 93,121

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

December 31, 2023

($ in thousands) Gross Balance Accumulated Amortization and Impairment Net Balance

2 unchanged sentences

Internally developed software 44,519 ( 15,991 ) 28,528

Value of business acquired 13,309 ( 12,675 ) 634

Managing general agency contracts 7,379 ( 7,379 ) —

Intangible assets not subject to amortization

6 unchanged sentences

The weighted-average amortization period is 2.5 years and the estimated amortization expense for each of the five succeeding fiscal years and thereafter related to these assets is as follows:

($ in thousands)

($ in thousands) Estimated Amortization Expense

Year Ending December 31,

Estimated Amortization Expense

2025 $ 15,656

Thereafter 3,000

Total $ 55,913

Intangible assets not subject to amortization consist of Lloyd's syndicate capacity and insurance licenses.

The Company did not recognize any impairment losses as a result of the annual impairment review of indefinite-lived assets for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021.

The Company did not recognize any impairment losses as a result of the annual impairment review of indefinite-lived assets for the years ended December 31, 2024, 2023 or 2022.

Hamilton Insurance Group, Ltd.

6 unchanged sentences

Premiums Written

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

5 unchanged sentences

Premiums Earned

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

5 unchanged sentences

Losses and Loss Adjustment Expenses

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

8 unchanged sentences

The Company assesses the risk of future default by evaluating current market conditions for the likelihood of default and calculates its provision for current expected credit losses under the probability of default and loss given default methodology.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Premiums Receivable

3 unchanged sentences

At December 31, 2023, the Company’s premiums receivable balance, net of credit provisions of $ 3.0 million, was $ 658.4 million.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The following table provides a roll forward of the provision for current expected credit losses of the Company's premiums receivable:

Years Ended December 31,

($ in thousands) 2024 2023 2022

Beginning balance $ 3,000 $ 2,856 $ 2,165

Increase (decrease) in allowance ( 7 ) 144 691

Ending balance $ 2,993 $ 3,000 $ 2,856

Reinsurance Balances Recoverable

3 unchanged sentences

At December 31, 2023, the Company’s paid and unpaid reinsurance recoverable balances net of credit provisions were $ 145.2 million and $ 1.2 billion, respectively, with a total corresponding provision for current expected credit losses of $ 0.7 million.

At December 31, 2023 and 2022, the distribution of the Company’s paid losses recoverable and unpaid losses and loss adjustment expenses recoverable as categorized by major rating agencies were as follows:

The following table provides a roll forward of the provision for current expected credit losses of the Company's reinsurance recoverable:

Years Ended December 31,

($ in thousands) 2024 2023 2022

Beginning balance $ 687 $ 777 $ 616

Increase (decrease) in allowance 782 ( 90 ) 161

Ending balance $ 1,469 $ 687 $ 777

The distribution of the Company’s paid losses recoverable and unpaid losses and loss adjustment expenses recoverable as categorized by major rating agencies were as follows:

Classification

3 unchanged sentences

100.0 % 100.0 %

At December 31, 2023 and 2022, the three largest balances by reinsurer accounted fo r 27 %, 20 % and 12 %, and 31 %, 17 % and 11 %, respectively, of paid and unpaid losses recoverable and loss adjustment expenses recoverable.

At December 31, 2024 and 2023, the three largest balances by reinsurer accounted fo r 22 % , 19 % and 13 % , and 27 %, 20 % and 12 %, respectively, of paid losses recoverable and unpaid losses and loss adjustment expenses recoverable.

Loss Portfolio Transfer

3 unchanged sentences

Consequently, cumulative adverse development subsequent to the signing of the LPT may result in significant losses from operations until periods when the deferred gain is recognized as a benefit to earnings.

At December 31, 2023 and 2022, the balance of reinsurance recoverable on unpaid losses due under this LPT was $ 49.8 million and $ 59.2 million, respectively.

Amortization of the deferred gain was income of $ 4.2 million, $ 1.9 million, $ 0.4 million and $ 18.0 million during the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively, which was recorded through losses and loss adjustment expenses in accordance with the actual loss payments and updated estimates of ultimate losses of the subject business.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

At December 31, 2024 and 2023, the balance of reinsurance recoverable on unpaid losses due under this LPT was $ 23.7 million and $ 49.8 million, respectively.

Amortization of the deferred gain was an expense of $ 9.4 million for the year ended December 31, 2024 and income of $ 4.2 million and $ 1.9 million for the years ended December 31, 2023 and 2022, respectively, which was recorded through losses and loss adjustment expenses in accordance with the actual loss payments and updated estimates of ultimate losses of the subject business.

Catastrophe Bond Reinsurance

In December 2023, Hamilton Group sponsored an industry loss index-triggered catastrophe bond through the issuance of Series 2024-1 Class A Principal-at-Risk Variable Rate Notes by Bermuda-domiciled Easton Re Ltd.

("Easton Re"), which provide the Company's operating platforms with multi-year risk transfer capacity of $ 200 million to protect against named storm risk in the United States and earthquake risk in the United States and Canada.

The risk period for Easton Re is from January 1, 2024 to December 31, 2026.

The Company recorded reinsurance premiums ceded of $ 14.6 million during the year ended December 31, 2024.

In December 2020, Hamilton Group sponsored an industry loss index-triggered catastrophe bond through the issuance of Series 2020-1 Class A Principal-at-Risk Variable Rate Notes by Singapore-domiciled Easton Re Pte, Ltd.

("Easton Re"), which provided the Company's operating platforms with multi-year risk transfer capacity of $ 150 million to protect against named storm and earthquake risk in the United States.

(also "Easton Re").

Easton Re provided the Company's operating platforms with multi-year risk transfer capacity of $ 150 million to protect against named storm and earthquake risk in the United States.

The risk period for Easton Re was from January 1, 2021 to December 31, 2023.

The Company recorded reinsurance premiums ceded of $ 7.2 million, $ 6.3 million, $ Nil and $ 7.8 million during the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.

In December 2023, Hamilton Group sponsored a new industry loss index-triggered catastrophe bond through the issuance of Series 2024-1 Class A Principal-at-Risk Variable Rate Notes by Bermuda-domiciled Easton Re Ltd.

(also "Easton Re"), which provide the Company's operating platforms with multi-year risk transfer capacity of $ 200 million to protect against named storm risk in the United States and earthquake risk in the United States and Canada.

The risk period for Easton Re is from January 1, 2024 to December 31, 2026.

See Note 1, Organization for further details.

The Company recorded reinsurance premiums ceded $ 7.2 million and $ 6.3 million during the years ended December 31, 2023 and 2022, respectively.

Hamilton Insurance Group, Ltd.

2 unchanged sentences

The following table presents a reconciliation of unpaid losses and loss adjustment expenses ("LAE"):

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

2024 2023 2022

Gross unpaid losses and loss adjustment expenses,

beginning of period $ 2,856,275 $ 2,415,491 $ 2,379,027 $ 2,054,628

Gross unpaid losses and loss adjustment expenses, beginning of year $ 3,030,037 $ 2,856,275 $ 2,415,491

Reinsurance recoverable on unpaid losses 1,161,077 1,177,863 1,112,543

Net unpaid losses and loss adjustment expenses,

beginning of period 1,678,412 1,302,948 1,260,754 978,565

Net losses and loss adjustment expenses incurred in respect

of losses occurring in:

Net unpaid losses and loss adjustment expenses, beginning of year 1,868,960 1,678,412 1,302,948

Net losses and loss adjustment expenses incurred in respect of losses occurring in:

Current year 1,030,612 730,220 778,936

1 unchanged sentence

Total incurred 1,010,173 714,603 758,333

Net losses and loss adjustment expenses paid in respect of

losses occurring in:

Net losses and loss adjustment expenses paid in respect of losses occurring in:

Current year 58,726 62,811 61,649

2 unchanged sentences

Foreign currency revaluation and other ( 916 ) 40,743 ( 5,683 )

Net unpaid losses and loss adjustment expenses,

end of period 1,868,960 1,678,412 1,302,948 1,260,754

Net unpaid losses and loss adjustment expenses, end of year 2,361,451 1,868,960 1,678,412

Reinsurance recoverable on unpaid losses 1,171,040 1,161,077 1,177,863

Gross unpaid losses and loss adjustment expenses,

end of period $ 3,030,037 $ 2,856,275 $ 2,415,491 $ 2,379,027

Gross unpaid losses and loss adjustment expenses, end of year $ 3,532,491 $ 3,030,037 $ 2,856,275

Net favorable prior year development of $ 20.4 million for the year ended December 31, 2024, was comprised of $ 21.2 million of favorable prior year development on catastrophe losses, partially offset by $ 0.8 million of unfavorable prior year development on attritional losses.

See below for further details:

• Net favorable development of $ 37.5 million on property contracts, primarily driven by favorable prior year development on catastrophe losses and overall lower than expected claims development across various classes;

partially offset by

• Net unfavorable development of $ 14.2 million on casualty contracts, primarily driven by higher than expected claims development across certain classes and unfavorable development of one specific large loss;

• Net unfavorable development of $ 8.8 million on specialty contracts, primarily driven by two specific large losses;

• In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance , benefited from favorable development in the underlying reserves of $ 15.3 million, which was partially offset by a change in the deferred gain of $ 9.4 million, for a total net positive earnings impact of $ 5.9 million.

Net favorable prior year development of $ 15.6 million for the year ended December 31, 2023 was comprised of $ 10.4 million and $ 5.2 million of favorable prior year development on attritional and catastrophe losses, respectively.

3 unchanged sentences

• Net unfavorable development of $ 4.6 million on property contracts, primarily driven by higher than expected claims related to Winterstorm Elliott and development on certain attritional claims, including claims arising from exited classes of business;

• Net unfavorable development of $ 3.4 million on casualty lines of business, reflecting modest unfavorable development on certain classes of business;

• In addition, casualty business protected by the LPT discussed in Note 8, Reinsurance, benefited from $ 4.2 million in amortization of the associated deferred gain and favorable development in the underlying reserves of $ 0.8 million, for a total net positive earnings impact of $ 5.0 million.

• Net unfavorable development of $ 3.4 million on casualty contracts, reflecting modest unfavorable development on certain classes of business;

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

• In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance , benefited from $ 4.2 million in amortization of the associated deferred gain and favorable development in the underlying reserves of $ 0.8 million, for a total net positive earnings impact of $ 5.0 million.

Net favorable prior year development of $ 20.6 million for the year ended December 31, 2022 was comprised of $ 17.4 million and $ 3.2 million of favorable prior year development on catastrophe and attritional losses, respectively.

3 unchanged sentences

partially offset by

• Net unfavorable development of $ 23.7 million on casualty lines of business, primarily related to discontinued business;

• Net unfavorable development of $ 23.7 million on casualty contracts, primarily related to discontinued business;

• In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance , recorded favorable gross development which was partially offset by amortization of the associated deferred gain, resulting in a net positive earnings impact of $ 7.0 million.

There was no prior year development for the month ended December 31, 2021.

Net unfavorable prior year development of $ 11.8 million for the year ended November 30, 2021 was comprised of $ 19.9 million of unfavorable prior year development on catastrophe losses, partially offset by $ 8.1 million of favorable prior year development on attritional losses.

See below for further details:

• Net unfavorable development of $ 23.2 million on property contracts, driven by increases in loss estimates for Covid-19 and Hurricanes Laura, Sally, and Zeta;

• Net unfavorable development of $ 15.2 million on casualty contracts, driven by increased loss estimates;

partially offset by

• Net favorable development of $ 33.4 million on specialty contracts, driven by lower than expected loss experience;

• Net favorable development of $ 7.8 million on loss adjustment reserves related to the 2019 business acquisition;

• In addition, casualty business protected by the LPT discussed in Note 8, Reinsurance, recorded unfavorable gross development which was partially offset by amortization of the associated deferred gain, resulting in a net negative earnings impact of $ 14.6 million.

Reinsurance recoverable on unpaid losses related to the LPT discussed in Note 7, Reinsurance was recognized in the reconciliation of beginning and ending gross and net loss and LAE reserves.

The Company amortized acquisition costs of $ 309.1 million, $ 271.2 million, $ 24.0 million and $ 229.2 million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.

Acquisition Costs

The Company amortized acquisition costs of $ 388.9 million, $ 309.1 million and $ 271.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Baltimore Bridge

Our net reserves for losses and loss adjustment expenses related to the Francis Scott Key Baltimore Bridge collapse on March 26, 2024 are subject to significant uncertainty.

As at December 31, 2024 and 2023, our net recorded reserves

totaled $ 34.8 million and $ Nil , respectively.

Ukraine Conflict

The estimate of net reserves for losses and loss adjustment expenses related to the ongoing Ukraine conflict is subject to significant uncertainty.

As at December 31, 2023 and 2022, recorded reserves relating to the Ukraine conflict totaled $ 64.9 million and $ 79.3 million, respectively.

Our Covid-19 losses also remain subject to significant uncertainty.

Actual ultimate losses for these events may differ materially from the Company's current estimates.

As at December 31, 2023 and 2022, recorded reserves relating to Covid-19 totaled $ 14.1 million and $ 39.0 million, respectively.

Our net reserves for losses and loss adjustment expenses related to the ongoing Ukraine conflict are also subject to significant uncertainty.

As at December 31, 2024 and 2023, our net recorded reserves totaled $ 63.2 million and $ 64.9 million, respectively.

Our Covid-19 losses are also subject to significant uncertainty.

As at December 31, 2024 and 2023, our net recorded reserves relating to Covid-19 totaled $ 13.3 million and $ 14.1 million, respectively.

While the Company believes, based on current facts and circumstances, that its estimates of net reserves for losses and loss adjustment expenses are adequate for losses and loss adjustment expenses that have been incurred at December 31, 2024, the Company will continue to monitor its assumptions as new information becomes available and will adjust its estimate of net reserves for losses and loss adjustment expenses as appropriate.

53 unchanged sentences

Cumulative Number of Reported Claims

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024

2015 $ 1 $ 1 $ 1 $ — $ — $ — $ — $ — $ — $ — $ — 2

7 unchanged sentences

2023 53,085 48,480 10,278 681

2024 73,513 55,074 598

Total $ 557,164 $ 77,597 10,787

3 unchanged sentences

November 30, December 31,

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024

2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —

6 unchanged sentences

2022 9,996 46,856 57,551

2023 5,502 29,362

Total $ 446,488

8 unchanged sentences

(unaudited) 8

(unaudited) 9

16 % 44 % 19 % 12 % 5 % 3 % 3 % 1 % 0 %

9 unchanged sentences

Cumulative Number of Reported Claims

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024

2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — —

7 unchanged sentences

2023 145,783 147,005 108,769 5,639

2024 198,705 182,784 3,909

Total $ 645,870 $ 452,426 24,066

3 unchanged sentences

November 30, December 31,

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024

2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —

6 unchanged sentences

2022 3,240 9,452 27,217

2023 5,240 19,429

Total $ 121,737

8 unchanged sentences

(unaudited) 8

(unaudited) 9

3 % 9 % 12 % 16 % 6 % 8 % 1 % 0 % 0 %

8 unchanged sentences

Cumulative Number of Reported Claims

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024

2015 $ — $ 93 $ 138 $ 218 $ 212 $ 144 $ 149 $ 94 $ 100 $ 101 $ — 65

7 unchanged sentences

2023 178,429 178,984 68,974 2,529

2024 221,168 201,273 1,580

Total $ 942,174 $ 309,086 19,589

3 unchanged sentences

November 30, December 31,

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023

year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024

2015 $ — $ 16 $ 62 $ 119 $ 147 $ 150 $ 150 $ 94 $ 94 $ 94

6 unchanged sentences

2022 9,001 41,596 77,303

2023 17,943 72,227

Total $ 531,768

8 unchanged sentences

(unaudited) 8

(unaudited) 9

8 % 32 % 24 % 12 % 7 % 6 % 6 % 8 % 13 %

150 unchanged sentences

The Company has determined its reportable business segments based on the information used by management in assessing performance and allocating resources to underwriting operations and has identified two reportable business segments - International and Bermuda.

Each of the Company's identified reportable segments has a Chief Executive Officer who is responsible for the overall profitability of their segment and who regularly reports and is directly accountable to the chief operating decision maker:

the Chief Executive Officer of the consolidated group.

The Company evaluates reportable segment performance based on their respective underwriting income or loss.

The CODM's responsibilities include providing leadership to all levels of employees;

developing culture, values, and ethos;

setting the Company's strategy, vision and direction;

and overall responsibility for the success and profitability of the Company, including evaluating segment performance.

The CODM evaluates reportable segment performance based on the segments' respective underwriting income or loss.

Underwriting income or loss is calculated as net premiums earned less losses and loss adjustment expenses, acquisition costs, and other underwriting expenses, net of third party fee income.

5 unchanged sentences

The Company considers many factors, including the nature of each segment’s products, client types, production sources, distribution methods and the regulatory environment, in determining the aggregated operating segments.

Corporate includes net realized and unrealized gains (losses) on investments, net investment income (loss), net gain on sale of equity method investment, other income (loss) not incurred by the reportable segments, net foreign exchange gains (losses), general and administrative expenses not incurred by the reportable segments, impairment of goodwill, amortization of intangible assets, interest expense, and income tax expense (benefit).

Corporate includes net realized and unrealized gains (losses) on investments, net investment income (loss), other income (loss) not incurred by the reportable segments, net foreign exchange gains (losses), general and administrative expenses not incurred by the reportable segments, impairment of goodwill, amortization of intangible assets, interest expense, and income tax expense (benefit).

Hamilton Insurance Group, Ltd.

12 unchanged sentences

Net investment income (loss) 63,267 63,267

Net gain on sale of equity method investment 211 211

Other income (loss), excluding third party fee income 397 397

Net foreign exchange gains (losses) ( 3,231 ) ( 3,231 )

29 unchanged sentences

Net investment income (loss) 30,456 30,456

Net gain on sale of equity method investment 6,991 6,991

Other income (loss), excluding third party fee income 397 397

1 unchanged sentence

Corporate expenses ( 76,691 ) ( 76,691 )

Impairment of goodwill ( 24,082 ) ( 24,082 )

Amortization of intangible assets ( 10,783 ) ( 10,783 )

16 unchanged sentences

($ in thousands)

One Month Ended December 31, 2021 International Bermuda Corporate Total

Gross premiums written $ 87,294 $ 34,519 $ — $ 121,813

Net premiums written $ 67,599 $ 30,322 $ — $ 97,921

Net premiums earned $ 62,372 $ 36,259 $ — $ 98,631

Third party fee income 1,386 ( 37 ) — 1,349

Losses and loss adjustment expenses 33,888 22,762 — 56,650

Acquisition costs 17,192 6,800 — 23,992

Other underwriting expenses 10,377 3,480 — 13,857

Underwriting income (loss) $ 2,301 $ 3,180 $ — $ 5,481

Net realized and unrealized gains (losses) on investments ( 33,526 ) ( 33,526 )

Net investment income (loss) ( 3,222 ) ( 3,222 )

Other income (loss), excluding third party fee income 782 782

Net foreign exchange gains (losses) 16 16

Corporate expenses ( 1,825 ) ( 1,825 )

Amortization of intangible assets ( 1,200 ) ( 1,200 )

Interest expense ( 1,061 ) ( 1,061 )

Income (loss) before income tax ( 34,555 )

Income tax (expense) benefit ( 1,335 ) ( 1,335 )

Net income (loss) ( 35,890 )

Net income (loss) attributable to non-controlling interest ( 3 ) ( 3 )

Net income (loss) attributable to common shareholders $ ( 35,887 )

Attritional loss ratio - current year 46.1 % 51.3 % 48.0 %

Attritional loss ratio - prior year development — % — % — %

Catastrophe loss ratio - current year 8.2 % 11.5 % 9.4 %

Catastrophe loss ratio - prior year development — % — % — %

Loss and loss adjustment expense ratio 54.3 % 62.8 % 57.4 %

Acquisition cost ratio 27.6 % 18.8 % 24.3 %

Other underwriting expense ratio 14.4 % 9.7 % 12.7 %

Combined ratio 96.3 % 91.3 % 94.4 %

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

($ in thousands)

For the Year Ended November 30, 2021 International Bermuda Corporate Total

For the Year Ended December 31, 2022 International Bermuda Corporate Total

Gross premiums written $ 933,241 $ 713,432 $ — $ 1,646,673

8 unchanged sentences

Net investment income (loss) ( 21,487 ) ( 21,487 )

Net gain on sale of equity method investment 54,557 54,557

Other income (loss), excluding third party fee income ( 315 ) ( 315 )

18 unchanged sentences

The following table presents gross premiums written by the geographical location of the Company's subsidiaries:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands) 2024 2023 2022

10 unchanged sentences

On June 23, 2022, Hamilton Group renewed its unsecured $ 150 million term loan credit arrangement, as amended from time to time (the "Facility"), with various lenders as arranged by Wells Fargo Securities, LLC.

All or a portion of the loan issued under the renegotiated Facility bears interest at either (a) the Base Rate plus the Applicable Margin or (b) the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus the Applicable Margin, at Hamilton Group's discretion.

All or a portion of the loan issued under the Facility bears interest at either (a) the Base Rate plus the Applicable Margin or (b) the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus the Applicable Margin, at Hamilton Group's discretion.

In the event of default, an additional 2 % interest in excess of (a) or (b) will be levied, not to exceed the highest rate permissible under applicable law, and certain types of loans may not be available for borrowing by Hamilton Group under the Facility.

2 unchanged sentences

The net worth requirement is recalculated effective as of the end of each fiscal quarter.

As of December 31, 2023, the outstanding loan balance was $ 150.0 million, the fair value was $ 151.0 million, the unamortized issuance costs were $ 0.2 million, and the Company was in compliance with all covenants .

Debt issuance costs are amortized over the period during which the Facility is outstanding, as an offset to investment income.

The Company amortized debt issuance costs of $ 0.1 million or less in each of the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021.

As of December 31, 2024, the Company was in compliance with all covenants .

The following table presents the gross outstanding loan balance, loan fair value and unamortized loan issuance costs:

($ in thousands) 2024 2023

Outstanding loan balance $ 150,000 $ 150,000

Loan fair value 150,463 150,981

Unamortized loan issuance costs $ 55 $ 170

Debt issuance costs are amortized over the period during which the Facility is outstanding, as an offset to net investment income (loss).

The Company amortized debt issuance costs of $ 0.1 million or less in each of the years ended December 31, 2024, 2023 and 2022.

The Company’s debt is classified as Level 3 within the fair value hierarchy because it is valued using an income approach, which utilizes a discounted cash flow technique that considers the credit profile of the Company.

1 unchanged sentence

The Company has several available letter of credit facilities and a revolving loan facility provided by commercial banks.

The letter of credit facilities are utilized to provide collateral to reinsureds of Hamilton Re and its affiliates to the extent required under reinsurance agreements and to support capital requirements at Lloyd’s.

On December 5, 2018 and December 27, 2018, Hamilton Re Ltd entered into a Master Agreement for Issuance of Payment Instruments and a Facility Letter for Issuance of Payment Instruments respectively, with CitiBank Europe Plc ("CitiBank Europe"), under which CitiBank Europe agreed to provide an uncommitted secured letter of credit facility for the issuance of standby letters of credit or similar instruments in multiple currencies.

On August 8, 2023, letter of credit capacity under this facility was increased to $ 200 million.

The letter of credit facilities are utilized to provide collateral to reinsureds of Hamilton Re and its affiliates to the extent required under insurance and reinsurance agreements and to support capital requirements at Lloyd’s.

On December 5, 2018 and December 27, 2018, Hamilton Re entered into a Master Agreement for Issuance of Payment Instruments and a Facility Letter for Issuance of Payment Instruments respectively, with CitiBank Europe Plc ("CitiBank Europe"), under which CitiBank Europe agreed to provide an uncommitted secured letter of credit facility for the issuance of standby letters of credit or similar instruments in multiple currencies.

On November 15, 2024, letter of credit capacity under this facility was increased to $ 250 million.

At all times during which it is a party to the facility, Hamilton Re is obligated to pledge to CitiBank Europe cash and/or securities with a value that equals or exceeds the aggregate face amount of its then-outstanding letters of credit.

1 unchanged sentence

In the facility letter, Hamilton Re makes representations and warranties that are customary for facilities of this type and agrees that it will comply with certain informational and other undertakings.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

On June 23, 2022, Hamilton Group and Hamilton Re amended and restated their unsecured credit agreement with a syndication of lenders (the "Unsecured Facility").

1 unchanged sentence

At December 31, 2024, there were no loan amounts outstanding under this facility.

Letters of credit issued under the facility bear interest at a rate of 150 basis points, while revolving loans, if issued, are subject to a fee of SOFR plus a margin of 185 basis points.

Margin rates reflect contractually agreed rates, which are based on Hamilton Re’s current Financial Strength Rating as assigned by A.M.

As of April 30, 2024, letters of credit issued under the facility bear interest at a rate of 137.5 basis points (previously 150 basis points), while revolving loans if issued are subject to a fee of SOFR plus a margin of 162.5 basis points (previously 185 basis points).

To the extent such loans are issued, the available letter of credit capacity shall decrease proportionally, such that the aggregate credit exposure for the lenders under the credit agreement is $ 415 million.

Amounts unutilized under the facility are subject to a fee of 22.5 basis points.

Amounts unutilized under the facility are subject to a fee of 17.5 basis points (previously 22.5 basis points).

Capacity is provided by Wells Fargo, National Association, Truist Bank, BMO Harris Bank N.A., Commerzbank AG, New York Branch, HSBC Bank USA, N.

1 unchanged sentence

Unless renewed or otherwise terminated in accordance with its terms, the Unsecured Facility is scheduled to terminate on June 23, 2025.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

On August 12, 2024, Hamilton Re and HIDAC amended their committed letter of credit facility agreement with Bank of Montreal ("BMO"), with Hamilton Group as guarantor, under which BMO agreed to make available a secured letter of credit facility of $ 50 million for a term that will expire on August 13, 2025.

The facility bears a fee of 40 basis points for letters of credit issued and 15 basis points on any unutilized portion of the facility.

On October 26, 2023, Hamilton Re amended its letter of credit facility agreement with UBS AG ("UBS") under which UBS and certain of its affiliates agreed to make available to Hamilton Re a secured letter of credit facility of $ 100 million for a term that will expire on October 26, 2024.

Effective October 25, 2024, Hamilton Re amended its letter of credit facility agreement with UBS AG ("UBS") under which UBS and certain of its affiliates agreed to make available to Hamilton Re a secured letter of credit facility of $ 100 million for a term that will expire on October 25, 2025.

The facility bears a fee of 140 basis points on the total available capacity.

1 unchanged sentence

Capacity is provided by Barclays Bank PLC, ING Bank N.V., London Branch, and Bank of Montreal, London Branch.

The FAL LOC Facility was increased to $ 230 million for an additional one year term that expires on October 27, 2024.

The FAL LOC Facility of $ 230 million was renewed for an additional one year term that expires on October 28, 2025.

The facility bears a fee of 162.5 basis points on the borrowed amount.

2 unchanged sentences

Certain of the Company's credit facilities are secured by pledged interests in the TS Hamilton Fund, the Company's fixed income security portfolio, or cash.

The Company’s credit facilities at December 31, 2023, and associated securities pledged, were as follows:

The Company’s credit facilities and associated securities pledged, were as follows:

($ in thousands)

4 unchanged sentences

Pledged interests in fixed income portfolio

The Company has recognized interest expense related to the above debt and credit facilities of $ 21.4 million, $ 15.7 million, $ 1.1 million and $ 14.9 million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.

The Company has recognized interest expense related to the above debt and credit facilities of $ 22.6 million, $ 21.4 million and $ 15.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Hamilton Insurance Group, Ltd.

2 unchanged sentences

Authorized and Issued

Hamilton Group’s share capital at December 31, 2023 and 2022 is comprised as follows:

Hamilton Group’s share capital is comprised as follows:

($ in thousands, except share information)

Common shares of $ 0.01 par value each (2023:

150,000,000 and 2022:

Common shares of $ 0.01 par value each (2024 and 2023:

150,000,000 )

9 unchanged sentences

Class A Class B Class C Unclassified Total

Balance - November 30, 2020 53,793,690 81,206,310 — — 135,000,000

Balance - December 31, 2021 53,793,690 46,898,612 34,307,698 — 135,000,000

Share class conversions 200,000 3,582,072 ( 3,782,072 ) — —

Balance - November 30, 2021 53,793,690 46,898,612 34,307,698 — 135,000,000

Balance - December 31, 2022 53,993,690 50,480,684 30,525,626 — 135,000,000

Increase in authorized share capital — 15,000,000 — — 15,000,000

Share class conversions ( 25,348,883 ) 6,856,668 ( 4,981,397 ) 23,473,612 —

Balance - December 31, 2023 28,644,807 72,337,352 25,544,229 23,473,612 150,000,000

Increased in authorized share capital — 15,000,000 — — 15,000,000

Share class conversions ( 1,700,000 ) 7,868,559 ( 6,168,559 ) — —

4 unchanged sentences

Class A Class B Class C Total

Balance - November 30, 2020 30,320,078 72,134,229 — 102,454,307

Balance - December 31, 2021 30,320,078 37,935,266 34,307,698 102,563,042

Share class conversions 200,000 3,582,072 ( 3,782,072 ) —

3 unchanged sentences

Share repurchases — ( 104,673 ) — ( 104,673 )

Balance - November 30, 2021 30,320,078 37,912,993 34,307,698 102,540,769

Director share awards granted — 22,273 — 22,273

Balance - December 31, 2022 30,520,078 42,042,155 30,525,626 103,087,859

Share class conversions ( 1,875,271 ) 6,856,668 ( 4,981,397 ) —

IPO shares issued — 6,250,000 — 6,250,000

Vesting of awards — 735,013 — 735,013

Employee and director share purchases — 22,750 — 22,750

Exercise of warrants — 271,097 — 271,097

Director share awards granted — 44,892 — 44,892

2 unchanged sentences

Share class conversions ( 1,700,000 ) 7,868,559 ( 6,168,559 ) —

IPO shares issued — 6,250,000 — 6,250,000

Vesting of awards — 2,291,495 — 2,291,495

3 unchanged sentences

Balance - December 31, 2024 17,820,078 64,271,249 19,375,670 101,466,997

On May 8, 2024, the Company entered into an agreement to repurchase 9.1 million Class A common shares at $ 12.00 per share.

The total purchase price was $ 109.5 million.

The common shares purchased by the Company were cancelled following the repurchase transaction.

On August 7, 2024, the Board of Directors authorized a repurchase of the Company's common shares in the aggregate amount of $ 150.0 million (the "Authorization"), under which the Company may repurchase shares through open market repurchases and/or privately negotiated transactions.

The Authorization will expire when the Company has repurchased the full value of shares authorized, unless terminated earlier by the Board of Directors.

For the year ended December 31, 2024, 1.5 million Class B common shares at an aggregate cost of $ 28.1 million and an average price of $ 18.89 per common share were repurchased and cancelled and $ 121.9 million remained available for purchase under the Authorization.

In general, holders of Class A common shares and Class B common shares have one vote for each common share held while the Class C common shares have no voting rights, except as required by law.

However, each holder of Class A common shares and Class B common shares is limited to voting (directly, indirectly or constructively, as determined for U.S.

federal income tax purposes) that number of common shares equal to 9.5 % of the total combined voting power of all classes of shares of the Company (or, in the case of a class vote by the holders of the Class B common shares, such as in respect of the election or removal of directors other than for directors who are appointed by certain shareholders pursuant to the Shareholders Agreement and the Bye-laws, a maximum of 14.92 % of the total combined voting power).

In addition, the Board of Directors may limit a shareholder’s voting rights when it deems it appropriate to do so to avoid certain material adverse tax, legal or regulatory consequences to the Company or any direct or indirect shareholder or its affiliates.

federal income tax purposes) that number of common shares equal to 9.5 % of the total combined voting power of all classes of shares of the Company (or, in the case of a class vote by the holders of our Class B common shares, such as in respect of the election or removal of directors other than for directors who are appointed by certain shareholders pursuant to the Shareholders Agreement and our Bye-laws, a maximum of 14.92 % of the total combined voting power, calculated by multiplying (a) 9.5 % and (b) the quotient of dividing (x) the total number of directors by (y) the number of directors elected by holders of Class B common shares).

In addition, the Board of Directors may, in its absolute discretion, limit a shareholder’s voting rights when it deems it appropriate to do so to avoid certain material adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company, or any direct or indirect shareholder or its affiliates.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The Company Bye-laws provide for the automatic redesignation of shares upon any transfer, whether or not for value, from (i) Class A common shares to Class B common shares and from (ii) Class C common shares to Class B common shares.

5 unchanged sentences

In such instance, the authorized and issued number of Class C common shares shall be reduced by the aggregate number of such Class C common shares so converted and the number of authorized and issued Class B common shares shall be correspondingly increased by the same amount.

On September 13, 2024, 1.7 million Class A common shares were converted into Class C common shares at the request of the Class A Members and as approved by the Board.

During the year ended December 31, 2024, 7.9 million Class C common shares were converted into Class B common shares at the request of the respective Class C Members and as approved by the Board.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Stock Incentive Plans

The Company was authorized to issue restricted stock units ("RSUs"), performance stock units ("PSUs"), restricted stock awards ("RSAs"), warrants, stock options ("options"), stock appreciation rights, and stock bonus awards to its employees and directors under the 2013 Equity Incentive Plan.

In connection with the Company's IPO, the Company's Board of Directors adopted, and the shareholders approved, the 2023 Equity Incentive Plan, under which the Company is authorized to issue RSUs, PSUs, RSAs, options (including incentive stock options and non-qualified stock options), stock appreciation rights, stock bonus awards, other stock-based awards, or any combination thereof.

Share Incentive Plans

The Company is authorized to issue restricted stock units ("RSUs"), performance stock units ("PSUs"), restricted stock awards ("RSAs"), options (including incentive stock options and non-qualified stock options), stock appreciation rights, stock bonus awards, other stock based awards, or any combination thereof to its employees and directors under the 2023 Equity Incentive Plan, which was adopted by the Board of Directors and approved by the shareholders in connection with the Company's IPO.

The 2023 Equity Incentive Plan became effective upon the completion of the IPO and replaced the 2013 Equity Incentive Plan.

No new awards will be granted under the 2013 Equity Incentive Plan.

The total number of Class B common shares available for issuance under the 2023 Equity Incentive Plan will be increased on the first day of each fiscal year for a period of not more than nine years , commencing on the first day of the second fiscal year following the date on which the 2023 Equity Incentive Plan is adopted in an amount equal to the lesser of (i) two percent ( 2 %) of the outstanding Class B common shares on the last day of the immediately preceding fiscal year, and (ii) such number of Class B common shares as determined by the Company's Board of Directors (or a committee thereof) in its discretion.

The total number of Class B common shares available for issuance under the 2023 Equity Incentive Plan may be increased on the first day of each fiscal year for a period of not more than nine years , commencing on the first day of the second fiscal year following the date on which the 2023 Equity Incentive Plan is adopted in an amount equal to the lesser of (i) two percent ( 2 %) of the outstanding Class B common shares on the last day of the immediately preceding fiscal year, and (ii) such number of Class B common shares as determined by the Company's Board of Directors (or a committee thereof) in its discretion.

As of December 31, 2024, 6,690,374 Class B common shares are available for issuance of awards of all types.

Separately, the Value Appreciation Pool ("VAP") is a long-term incentive compensation plan that rewarded employees with 10 % of the increase in the multiple of the Company's estimated fair market value to GAAP shareholders' equity between the December 1, 2020 VAP inception date and the Company's Initial Public Offering on November 10, 2023.

The following table presents the compensation expense recognized relating to each award type:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

9 unchanged sentences

$ 28,634 $ 43,127 $ 9,710

The following table presents the unrecognized compensation expense relating to each award type as at December 31, 2023 and the weighted-average period in years over which it is expected to be recognized.

The following table presents the unrecognized compensation expense relating to each award type and the weighted-average period in years over which it is expected to be recognized.

December 31, 2024

5 unchanged sentences

Total unrecognized share based compensation expense:

The aggregate fair value of vested awards for the years ended December 31, 2024, 2023 and 2022 was $ 38.6 million, $ 10.1 million, and $ 8.6 million, respectively.

Hamilton Insurance Group, Ltd.

1 unchanged sentence

Restricted Stock Units

During the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021 , the Company granted employees and directors RSUs with a total estimated fair value of $ 14.2 million, $ 11.8 million, $ Nil , and $ 9.6 million, respectively, which generally vest over a three-year period.

The grant date fair value of restricted stock awards is established at the fair market value of the Company’s Class B common shares on the date of grant.

During the years ended December 31, 2024, 2023 and 2022 , the Company granted employees RSUs with a total estimated fair valu e of $ 14.5 million, $ 14.2 million, and $ 11.8 million, respectively, which generally vest over a three-year period.

During the year ended December 31, 2024, the Company granted non-employee directors RSUs with a total fair value of $ 1.4 million , which vest over a one -year period.

The following table presents a roll forward of the Company’s RSUs based on expected vesting:

9 unchanged sentences

Value Appreciation Pool Restricted Stock Units

The Value Appreciation Pool ("VAP") was a long-term incentive compensation plan that rewarded employees with 10 % of any increase in the multiple of the Company's estimated fair market value to GAAP shareholders' equity between the December 1, 2020 VAP inception date, and either an interim trigger event or the ultimate plan maturity on December 31, 2025.

A total of 10.0 million units were available for issuance under this plan.

With effect from March 10, 2023, the VAP was revised to include an Underpin, such that if the ratio of the Company's estimated fair market value to GAAP shareholders' equity on the trigger event date was less than 1.15 , the value of the award was to be calculated with reference to a minimum ratio of 1.15 in order to provide for a minimum payment in respect of the award.

As a then-nonpublic entity, the VAP was initially measured as a liability award at intrinsic value and therefore no compensation cost was recorded over the period December 1, 2020 to March 31, 2023.

On May 15, 2023, the Company became a public entity as defined in ASC 718, Stock Compensation , and the VAP was remeasured at fair value.

The resulting catch-up expense relating to the period December 1, 2020 to May 15, 2023 was recorded as an adjustment to opening retained earnings.

The fair value of the compensation cost was re-estimated at each subsequent reporting date and recognized over the period for which the employee was required to provide services in exchange for the award, with any changes recorded in compensation expense by a cumulative catch-up adjustment.

In the fourth quarter of 2023, the Company consummated an IPO of its Class B common shares and, on November 10, 2023, closed its first day of trading.

Completion of the IPO is one of the specified VAP trigger events and the Underpin came into effect for all VAP participants ( 528 at the time of the IPO).

The fair value of the VAP on November 10, 2023, as calculated with reference to the terms of the VAP plan, was $ 5.16 per VAP unit and there were 9.5 million units issued and outstanding on that date.

In accordance with the Compensation Committee's decision that VAP award would be settled in shares if triggered by an IPO, the VAP became subject to equity award accounting and the total trigger event date VAP value of $ 49.1 million was divided by the 30-day post IPO average closing market share price of $ 15.32 to determine the number of RSUs (the "VAP RSUs") granted in extinguishment of the VAP units.

The VAP, which was granted by a then nonpublic company, was initially measured as a liability award at intrinsic value and no compensation cost was recorded over the period December 1, 2020 to March 31, 2023.

On May 15, 2023, the Company became a public business entity and the VAP was remeasured at fair value.

The fair value of the compensation cost was estimated at each reporting date and expensed over the period for which the employee is required to provide services in exchange for the award, with any changes recorded in compensation expense by a cumulative catch-up adjustment.

The Company consummated an IPO of its Class B common shares and, on November 10, 2023, closed its first day of trading.

In accordance with the Compensation Committee's decision that the VAP award would be settled in shares if triggered by an IPO, the VAP became subject to equity award accounting.

The VAP RSUs vest in two tranches, subject to continued service:

1 unchanged sentence

Participants who leave prior to vesting forfeit any previously unsettled portion of their awards.

During the year ended December 31, 2023, the Company recorded compensation expense of $ 34.5 million.

$ 4.2 million of this expense was recorded as an adjustment to retained earnings in "Share compensation expense" in the second quarter of 2023.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The Company recorded a compensation expense of $ 9.2 million and $ 34.5 million, for the years ended December 31, 2024 and 2023, respectively.

Of the total expense recognized for the year ended December 31, 2023, $ 4.2 million was recorded as an adjustment to retained earnings in "Share compensation expense" in the second quarter of 2023.

The following table presents a roll forward of the Company’s VAP RSUs based upon expected vesting:

4 unchanged sentences

( 1,530,234 ) $ 15.32

( 88,464 ) $ 15.32

Balance, end of year

1,528,809 $ 15.32

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Performance Stock Units

During the years ended December 31, 2023 and 2022, and the year ended November 30, 2021, the Company granted PSUs that vest and settle on the third January 1st following their grant dates and entitle participants to between 0 - 200 % of the target award.

During the year ended December 31, 2024, the Company granted PSUs that vest over three years and entitle participants to between 0 - 200 % of the target award.

Settlement of the PSUs is subject to achievement of defined performance metrics and to each participant's continued employment through each vesting date.

The performance payout calculation is subject to specified adjustments and is ultimately adjustable at the discretion of the Compensation Committee.

During the year ended December 31, 2023, the Company also granted PSUs that vest and settle on November 10, 2026, subject to achievement of defined performance metrics and the participant's continued employment through each vesting date.

All other significant terms and conditions are consistent with the PSUs described above.

There were no PSUs granted during the month ended December 31, 2021.

During the year ended November 30, 2018, the Company also granted PSUs that vest in equal installments on the third, fourth and fifth January 1st following their respective grant dates, subject to achievement of defined performance metrics and the participant's continued employment through each vesting date.

During the years ended December 31, 2023 and 2022, the Company granted PSUs that vest on the third January 1st following their grant dates and entitle participants to between 0 - 200 % of the target award.

All other significant terms and conditions are consistent with the PSUs described above.

The following table presents a grant-date summary of the PSUs awarded to certain employees of the Company:

Years Ended Years Ended

December 31, November 30,

($ in thousands) 2023 2022 2021 2020 2019

Performance units granted

516,542 206,166 188,796 228,135 123,207

Potential maximum share payout

1,033,084 412,332 377,592 456,270 246,414

Aggregate grant date fair value

$ 7,392 $ 2,732 $ 2,502 $ 4,022 $ 2,209

The following table presents an inception-to-date roll forward of the Company’s unvested PSUs based upon expected vesting percentages:

Years Ended Years Ended

December 31, November 30,

2023 2022 2021 2020 2019 2018

Unvested PSUs at target, grant date

516,542 206,166 188,796 228,135 123,207 258,951

— — — ( 51,469 ) ( 10,904 ) ( 74,673 )

— ( 24,494 ) ( 58,960 ) ( 137,109 ) ( 97,245 ) ( 161,240 )

Change in expected performance factor

— ( 36,334 ) ( 97,377 ) ( 39,557 ) ( 15,058 ) ( 23,038 )

Unvested PSUs at current expected

performance percentage

516,542 145,338 32,459 — — —

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The Company's outstanding warrants were issued in 2014, have a 10-year term and are all vested and exercisable.

Each warrant entitles the holder to purchase one common share of Hamilton Group at an exercise price of $ 10.00 .

Prior to August 7, 2024, the PSU performance payout calculation was subject to specified adjustments and was ultimately adjustable at the discretion of the Compensation Committee.

The fair value of awards with performance conditions was remeasured at each reporting period with any changes in the expected outcome of the performance conditions recorded in compensation expense by a cumulative adjustment to apply the revised estimate.

On August 7, 2024, the Compensation Committee formally ceded their discretion over the ultimate settlement of the PSUs and a grant date fair value of $ 15.47 was established for all PSU awards outstanding at that date.

The following table presents a roll forward of the Company's PSUs based upon expected vesting:

Year Ended December 31, 2024

Number of PSUs

Balance, beginning of year

Granted 289,804

Vested ( 41,418 )

Change in performance factor 610,723

Balance, end of year

The Company's remaining outstanding and exercisable warrants were issued in 2014, had a 10-year term and were fully exercised during the year ended December 31, 2024.

Each warrant entitled the holder to purchase one common share of Hamilton Group at an exercise price of $ 10.00 .

The following table presents a summary of the Company's outstanding and exercisable warrants:

(Intrinsic value in $ in thousands)

(Intrinsic value in $ in thousands) Year Ended December 31, 2024

Warrants Outstanding and Exercisable

Number of Warrants Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Total Intrinsic Value Weighted-Average Remaining Contractual Term

Warrants outstanding and exercisable, beginning of year

At December 31, 2022 1,152,500 $ 10.00 $ 4.44 $ 4,287 1.3

Exercised ( 342,500 ) $ 10.00 $ 4.27 $ 2,398

At December 31, 2023

810,000 $ 10.00 $ 4.52 $ 4,010 0.3

Exercised ( 810,000 ) $ 10.00 $ 4.52 $ 4,140

Warrants outstanding and exercisable, end of year

At December 31, 2024

— $ — $ — $ — 0.0

Board of Directors' Fees

The Company pays a portion of its board of directors fees in shares at each director's option.

Expense relating to stock-settled directors' fees for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021 was $ 0.6 million, $ 0.7 million, less than $ 0.1 million, and $ 0.7 million, respectively.

The Company settled a portion of its board of directors fees in shares at each director's option.

Expense relating to stock-settled directors' fees for the years ended December 31, 2024, 2023 and 2022 was $ 0.6 million, $ 0.6 million, and $ 0.7 million, respectively.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Earnings Per Share

The following table sets forth the computation of basic and diluted income (loss) per common share:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

($ in thousands, except share information) 2023 2022 2021 2021

Years Ended December 31,

($ in thousands, except share and per share information) 2024 2023 2022

Net income (loss) attributable to common shareholders

3 unchanged sentences

Weighted average common shares outstanding - diluted 109,101 106,203 103,062

Income (loss) per common share - basic:

$ 2.47 $ ( 0.95 ) $ ( 0.35 ) $ 1.83

Income (loss) per common share - diluted:

$ 2.44 $ ( 0.95 ) $ ( 0.35 ) $ 1.82

For the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, common shares available for issuance under share-based compensation plans of 0.4 million, 3.0 million, 2.7 million and fewer than 0.1 million, respectively, were excluded from the calculation of diluted income (loss) per share because the assumed exercise or issuance of such shares would be anti-dilutive.

Basic income (loss) per share attributable to common shareholders $ 3.81 $ 2.47 $ ( 0.95 )

Diluted income (loss) per share attributable to common shareholders $ 3.67 $ 2.44 $ ( 0.95 )

For the years ended December 31, 2024, 2023 and 2022, common shares available for issuance under share based compensation plans of Nil , 0.4 million, and 3.0 million, respectively, were excluded from the calculation of diluted income (loss) per share because the assumed exercise or issuance of such shares would be anti-dilutive.

Hamilton Insurance Group, Ltd.

1 unchanged sentence

Hamilton Group and its Bermuda domiciled subsidiaries were not subject to income tax in Bermuda in 2023 and prior.

On December 27, 2023, Bermuda enacted a 15% corporate income tax that will generally become effective on January 1, 2025.

On December 27, 2023, Bermuda enacted a 15% corporate income tax that generally became effective on January 1, 2025.

The legislation defers the effective date until 2030 for Bermuda companies that meet certain requirements.

Hamilton Group expects to meet the requirements to remain exempt until 2030.

The legislation includes a provision referred to as the economic transition adjustment, which is intended to provide a fair and equitable transition into the tax regime with respect to which the Company has recorded a deferred tax asset in the fourth quarter of 2023 of $ 35.1 million which it expects to utilize to reduce future taxes paid.

The Company expects to incur increased taxes in Bermuda beginning in 2030.

The legislation includes a provision referred to as the economic transition adjustment, which is intended to provide a fair and equitable transition into the tax regime.

As of December 31, 2024, the Company holds a deferred tax asset of $ 35.4 million relating to economic transition adjustment on its balance sheet, which it expects to utilize to reduce future taxes paid.

The Company expects to incur increased taxes beginning in 2030.

Hamilton Group has global subsidiaries and branches that are subject to tax in the jurisdictions in which they operate.

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Income (loss) before taxes by tax jurisdiction is as follows:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

4 unchanged sentences

Ireland ( 1,726 ) ( 1,991 ) ( 2,901 )

Dubai — — ( 975 ) 559

Income (loss) before income tax $ 621,560 $ 255,221 $ ( 26,831 )

Income tax expense (benefit) consists of the following components:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

2024 2023 2022

Current - Bermuda $ 10,376 $ 2,625 $ 1,033 $ 10,488

Current - United States 537 1,818 165 2,418

Current - United Kingdom 61 48 221 ( 1,754 )

Current - Ireland 92 ( 122 ) — 48

Total current tax 11,066 4,369 1,419 11,200

Deferred - Bermuda ( 35,063 ) — — —

Deferred - United States — 705 73 ( 776 )

Deferred - United Kingdom ( 1,087 ) ( 1,927 ) ( 153 ) 1,984

Deferred - Ireland 18 ( 43 ) ( 4 ) ( 43 )

Total deferred tax ( 36,132 ) ( 1,265 ) ( 84 ) 1,165

Current income tax expense (benefit)

Bermuda $ 9,276 $ 10,376 $ 2,625

United States 652 537 1,818

United Kingdom 91 61 48

Ireland ( 111 ) 92 ( 122 )

Total current tax expense (benefit) 9,908 11,066 4,369

Deferred income tax expense (benefit)

Bermuda ( 375 ) ( 35,063 ) —

United States — — 705

United Kingdom ( 1,027 ) ( 1,087 ) ( 1,927 )

Ireland ( 104 ) 18 ( 43 )

Total deferred tax expense (benefit) ( 1,506 ) ( 36,132 ) ( 1,265 )

Total income tax expense (benefit) $ 8,402 $ ( 25,066 ) $ 3,104

2 unchanged sentences

The following table presents a reconciliation of taxes calculated using the 0% Bermudian statutory rate (the tax rate at which the majority of Hamilton Group's worldwide operations are taxed) to the income tax expense (benefit) on pre-tax income (loss):

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

2 unchanged sentences

Permanent differences:

Taxes on earnings subject to rate other than

Bermuda statutory rate 2,182 ( 18,077 ) ( 355 ) ( 8,706 )

Taxes on earnings subject to rate other than Bermuda statutory rate 9,762 2,182 ( 18,077 )

Change in valuation allowance ( 12,496 ) ( 3,567 ) 17,060

8 unchanged sentences

$ 8,402 $ ( 25,066 ) $ 3,104

Cash taxes paid by Hamilton Group are primarily comprised of withholding taxes on investment income from TS Hamilton Fund in the amount of $ 4.2 million, $ 10.0 million, $ 0.2 million, and $ 12.3 million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.

Deferred tax assets and liabilities are valued at the tax rate at which they are expected to be recognized.

In December 2023, Ireland enacted a tax rate of 15% with an effective date of January 1, 2024, an increase from the current corporation tax rate of 12.5%.

Net income tax (refunds) payments, primarily comprised of withholding taxes on investment income from TS Hamilton Fund, totaled $ 10.7 million, $ 4.2 million and $ 10.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Deferred tax assets and liabilities are valued at the tax rate at which they are expected to be realized.

In June 2021, the U.K.

enacted a tax rate of 25% with an effective date of April 1, 2023, an increase from the previous corporation tax rate of 19%.

Accordingly, for the years ended December 31, 2023 and November 30, 2021, the Company revalued all of its deferred tax assets and liabilities that are expected to reverse after December 31, 2023 in Ireland and after April 1, 2023 in the U.K.

The revaluation of the deferred tax assets resulted in a tax expense (benefit) of $ 0.3 million, $( 2.7 ) million, $ Nil and $( 10.1 ) million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.

The financial statement impact of the rate changes were offset in each period by a valuation allowance, resulting in a related net tax expense (benefit) after valuation allowance of $ 0.1 million, $( 0.2 ) million, $ Nil , and $ 3.8 million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.

Accordingly, for the year ended November 30, 2021, the Company revalued all of its U.K.

deferred tax assets and liabilities that were expected to reverse after December 31, 2023.

Revaluations of U.K.

deferred tax assets and liabilities were recognized until January 1, 2024, when both the current and deferred tax rates were 25%.

The revaluation of the deferred tax assets resulted in a tax expense (benefit) of $ 0.0 million , $ 0.3 million and $( 2.7 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

The financial statement impact of the rate changes were offset in each period by a valuation allowance, resulting in a related net tax expense (benefit) after valuation allowance of $ Nil , $ 0.1 million, and $( 0.2 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

Hamilton Insurance Group, Ltd.

1 unchanged sentence

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for tax purposes.

The following table presents Hamilton Group’s significant deferred tax assets and liabilities at December 31, 2023 and 2022:

The following table presents Hamilton Group’s significant deferred tax assets and liabilities:

($ in thousands) 2024 2023

1 unchanged sentence

net operating loss carryforwards $ 45,590 $ 50,845

Ireland net operating loss carryforwards 275 404

net operating loss carryforwards 3,255 7,121

Ireland net operating loss carryforwards 218 275

Bermuda intangible assets 28,875 28,500

Reserve for losses and loss adjustment expenses 9,198 7,935

Loss portfolio transfer 2,356 5,292

Share-based compensation 7,524 3,564

Unearned premium reserve 5,486 4,384

Share based compensation 5,213 7,524

Foreign tax credit 1,949 925

Capital loss carryforward 1,733 419

deferred interest 685 5,278

Unrealized investment income ( 43 ) 1,454

Deferred acquisition costs 547 ( 1,540 )

Loss portfolio transfer 263 2,356

Other 2,763 1,609

2 unchanged sentences

intangible assets ( 14,233 ) ( 15,364 )

Depreciation ( 2,573 ) ( 2,421 )

Fixed assets ( 3,520 ) ( 2,573 )

Lloyd's deferred taxable income ( 3,340 ) —

Other ( 446 ) ( 2,468 )

6 unchanged sentences

When evaluating the Company’s ability to realize the benefit of its deferred tax assets and liabilities, the Company considers the relevant impact of all available positive and negative evidence, including historical operating results and forecasts of future taxable income.

A significant piece of objectively verifiable negative evidence considered in the Company’s evaluation is current period pre-tax loss.

Based on all available evidence, management has concluded that a valuation allowance of $ 75.5 million should be recorded as of December 31, 2023.

A significant piece of objectively verifiable negative evidence considered in the Company’s evaluation is a three-year cumulative pre-tax loss.

Based on all available evidence, management has concluded that a valuation allowance of $ 63.0 million should be recorded against all deferred tax assets in the U.K., the U.S.

and Ireland, net of any reversing tax liabilities, as of December 31, 2024.

Future realization of the Company’s deferred tax asset will ultimately depend on the existence of objectively verifiable positive evidence including sufficient taxable income of the appropriate character (ordinary income versus capital gains) within the applicable carry-forward periods provided under the tax law.

The Company had the following net operating loss carry-forwards, inclusive of cumulative currency translation adjustments, as of December 31, 2023:

($ in thousands) 2023

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The Company had the following net operating loss carry-forwards, inclusive of cumulative currency translation adjustments:

($ in thousands) December 31, 2024

Tax jurisdiction Losses Carried Forward Tax

4 unchanged sentences

United Kingdom $ 182,360 $ 45,590 No expiry

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Recognition of the benefit of a given tax position is based upon whether a company determines that it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.

At December 31, 2024, the Company believes that it has no uncertain tax positions that, if challenged on technical merits, would cause a material effect on the Company's audited consolidated financial statements.

Hamilton Group classifies all interest and penalties on unrecognized tax benefits as part of income tax expense (benefit).

During the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, the Company did not recognize any net interest income or expense on unrecognized tax benefits.

Hamilton Group classifies all interest and penalties on income taxes as part of income tax expense (benefit).

During the years ended December 31, 2024, 2023 and 2022, the Company did not recognize any interest income or expense.

There was no accrued interest as of December 31, 2024.

10 unchanged sentences

The Company evaluates the financial condition of its reinsurers, whom primarily consist of highly rated reinsurers and may require collateralization of those recoverable balances.

See Note 2h, Credit Loss Provisions and Note 8, Reinsurance , for further details.

See Note 2g, Credit Loss Provisions and Note 7, Reinsurance , for further details.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Operating Leases

1 unchanged sentence

These leases expire at various dates through 2030, with a weighted average lease term of 2.5 years.

As a result of the Company's January 1, 2022 adoption of ASU 2016-02 Leases , the balance sheet reflects a $ 6.9 million and $ 7.8 million right of use asset in " Other assets " and a lease liability of $ 6.7 million and $ 7.8 million in " Accounts payable and accrued expenses ", as at December 31, 2023 and 2022, respectively, calculated with reference to a weighted average discount rate of 3.75 % in each period.

As a result of the Company's adoption of ASU 2016-02 Leases , the balance sheet reflects a $ 9.1 million and $ 6.9 million right of use asset in " Other assets " and a discounted lease liability of $ 9.2 million and $ 6.7 million in " Accounts payable and accrued expenses ", as at December 31, 2024 and 2023, respectively.

The discounted lease liability was calculated with reference to weighted average discount rates of 5.30 % and 3.75 % as at December 31, 2024 and 2023, respectively.

Leases including renewal options are recorded on the balance sheet when management is reasonably certain the options will be exercised.

Operating lease expense for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021 was $ 3.8 million, $ 3.8 million, $ 0.3 million, and $ 4.0 million, respectively.

Operating lease expense for the years ended December 31, 2024, 2023 and 2022 was $ 3.4 million, $ 3.8 million and $ 3.8 million, respectively.

Future minimum lease payments under the leases are expected to be as follows:

2 unchanged sentences

Year ended December 31,

Thereafter 118

Total undiscounted lease liabilities 10,138

1 unchanged sentence

Total recorded lease liability at present value $ 9,172

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Lloyd's Capital Requirements

1 unchanged sentence

Capital is in the form of Funds at Lloyd's ("FAL") which is generally available to settle the obligations of the corporate members.

Syndicate 4000 is solely supported by HCML for the 2020 underwriting YOA and all years thereafter.

For the 2020 underwriting YOA onwards, the Company's operations consist of a managing agent, Hamilton Managing Agency Limited, which manages the affairs of Syndicate 4000 on behalf of HCML.

At December 31, 2023, the total available capital in support of the capital requirements for Syndicate 4000 is comprised of the following FAL:

Syndicate 4000 is solely supported by HCML.

The Company's operations consist of a managing agent, Hamilton Managing Agency Limited, which manages the affairs of Syndicate 4000 on behalf of HCML.

The total available capital in support of the capital requirements for Syndicate 4000 is comprised of the following FAL:

($ in thousands)

6 unchanged sentences

Management currently believes that the likelihood of such an event is remote.

Related Party Transactions

In 2017, Hamilton Re established Turing Re, a special purpose insurer, to provide collateralized reinsurance capacity for Hamilton Re’s property treaty business.

The following tables summarize the impact of transactions with Turing Re:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

($ in thousands)

2023 2022 2021 2021

Reinsurance premiums ceded $ 70 $ ( 208 ) $ ( 79 ) $ ( 556 )

Net premiums earned 70 ( 208 ) ( 79 ) ( 2,095 )

Losses and loss adjustment expenses ( 575 ) ( 888 ) 16 ( 7,935 )

Acquisition costs 72 ( 30 ) 13 664

Net gain (loss) on related party reinsurance $ ( 433 ) $ ( 1,126 ) $ ( 50 ) $ ( 9,366 )

($ in thousands) December 31, 2023 December 31, 2022

Paid losses recoverable $ 371 $ 818

Unpaid losses and loss adjustment expenses recoverable 1,528 8,699

Reinsurance balances payable $ 367 $ 1,085

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Litigation and Regulatory Matters

The Company is subject to legal and regulatory investigations in the ordinary course of business.

As at December 31, 2024, the Company was not a party to any material legal proceeding or investigation which is expected to have a material adverse effect on our results of operations, financial condition or liquidity.

Related Party Transactions

Ada Capital Management Limited

1 unchanged sentence

The following tables summarize the impact of transactions with Ada Re:

Years Ended Month Ended Year Ended

December 31, December 31, November 30,

Years Ended December 31,

($ in thousands)

6 unchanged sentences

Net gain (loss) on related party reinsurance $ ( 1,349 ) $ 632 $ ( 2,091 )

($ in thousands) December 31, 2023 December 31, 2022

($ in thousands) 2024 2023

Paid losses recoverable $ 2,278 $ 4,319

Deferred acquisition costs — ( 413 )

Unpaid losses and loss adjustment expenses recoverable 13,262 11,149

Prepaid reinsurance — 2,219

Other assets 970 8,765

Reinsurance balances payable $ 1,670 $ 3,759

Insurance Advisory Partners LLC

Antonio Ursano, Jr.

has served as a director of the Company since October 15, 2023.

Ursano previously served as the Group Chief Financial Officer of the Company from September 2019 to July 2021.

He is also the Managing Partner and Co-Founder of Insurance Advisory Partners LLC.

The Company retained Insurance Advisory Partners LLC ("IAP") to act as financial advisor to us with respect to evaluating various strategic and financial alternatives including any capital raise by us, including the IPO.

The Company agreed to paid IAP a retainer of $ 0.1 million and a transaction fee of $ 1.0 million in connection with the IPO.

The Company also reimbursed IAP for all reasonable and documented out-of-pocket expenses incurred in connection with specified matters, and have provided for indemnification of IAP.

The advisory agreement expired on January 8, 2024 and was not renewed.

Hamilton Insurance Group, Ltd.

8 unchanged sentences

Hamilton Group is dependent on dividends from its subsidiaries to pay its operating and financing expenses.

The actual and minimum required statutory capital and surplus for the Company’s principal operating subsidiaries by regulatory jurisdiction at December 31, 2023 and 2022 were as follows:

The actual and minimum required statutory capital and surplus for the Company’s principal operating subsidiaries by regulatory jurisdiction were as follows:

United Kingdom (2)

United States (4)

As at December 31,

($ in thousands) 2024 2023 2024 2023 2024 2023 2024 2023

10 unchanged sentences

The statutory net income (loss) for the Company’s principal operating subsidiaries by regulatory jurisdiction was as follows:

Years Ended Year Ended

December 31, November 31,

Years Ended December 31,

($ in thousands)

16 unchanged sentences

At December 31, 2024, the actual statutory capital and surplus of Hamilton Re was $ 2.2 billion and the MSM was $ 739.6 million.

Hamilton Re received approval from the BMA to treat its investment in TS Hamilton Fund as a "Relevant Asset" for the purpose of computing its "Liquidity Ratio" (under which relevant assets must be maintained at not less than 75% of relevant liabilities) in respect of 2024 and 2023.

Hamilton Re is in compliance with the Liquidity Ratio at December 31, 2024.

36 unchanged sentences

insurance subsidiary did not have retained profits available for distribution.

In 2016, the Company entered into an agreement to form Attune Holdings LLC ("Attune"), a related party and a corporate joint venture with a technology-enabled platform in which the Company had a 33.33 % ownership.

On September 20, 2021, a purchaser acquired for cash certain units of Attune.

$ 65.2 million of the net consideration was allocated to Class A shares held by the Company.

The Company's net gain on sale of $ 54.6 million was calculated with reference to the post-escrow funds received and was recorded in the consolidated statement of operations for the year ended November 30, 2021 as a net gain on sale of equity method investment.

Proceeds of sale were settled on closing, with a portion of the balance owing to the Company held in escrow for the benefit of the purchaser pursuant to terms of the escrow agreements.

In the years ended December 31, 2023 and 2022, escrow funds of $ 0.2 million and $ 7.0 million, respectively, were received and recorded in the consolidated statement of operations as an incremental net gain on sale of equity method investment.

As of December 31, 2023, escrow funds of $ 0.3 million were recorded in "Restricted cash and cash equivalents" and "Accounts payable and accrued expenses" on the consolidated balance sheets.

Prior to the sale on September 20, 2021, changes in the investment in Attune for the period ended September 20, 2021 were as follows:

($ in thousands) 2021

Balance - beginning of period

Contributions

Loss on equity method investment

Sale of investment in Attune ( 2,871 )

Balance - end of period

Subsequent Events

California Wildfires

The Company estimates that losses from the California wildfires, net of reinsurance and reinstatement premiums, will be in the range of $ 120 million to $ 150 million, based on an insured industry loss range of $ 35 billion to $ 45 billion.

The level of uncertainty within the Company’s loss estimates is increased by the recent occurrence of the event and the preliminary nature of the information available, among other factors.

The estimated losses for this event will be reported in the Company’s first quarter 2025 financial results.

Index to Schedules to the Consolidated Financial Statements

6 unchanged sentences

VI Supplementary Insurance Information Concerning Property-Casualty Insurance Operations

Schedules other than those listed above are omitted for the reason that they are not applicable.

EY Bermuda Ltd.

3 Bermudiana Road

Hamilton HM 08,

Hamilton HM BX, Bermuda

+1 441 295 7000

+1 441 295 5193

Schedules other than those listed above are omitted because they are not applicable.

Report of Independent Registered Public Accounting Firm

The Shareholders and the Board of Directors

To the Shareholders and the Board of Directors of

Hamilton Insurance Group, Ltd.

We have audited the consolidated financial statements of Hamilton Insurance Group, Ltd.

(the Company) as of December 31, 2023 and 2022, for each of the years ended December 31, 2023, December 31, 2022 and November 30, 2021, and for the one month period ended December 31, 2021 and have issued our report thereon dated March 7, 2024, included elsewhere in this Form 10-K.

Our audits of the consolidated financial statements included the financial statement schedules I to VI of this Form 10-K (schedules).

(the Company) as of December 31, 2024, and 2023, for each of the three years in the period ended December 31, 2024, and have issued our report thereon dated February 27, 2025, included elsewhere in this Form 10-K.

Our audits of the consolidated financial statements included the financial statement schedules I to VI of this Form 10-K (the “schedules”).

These schedules are the responsibility of the Company’s management.

3 unchanged sentences

Hamilton, Bermuda

March 7, 2024

February 27, 2025

HAMILTON INSURANCE GROUP, LTD.

54 unchanged sentences

(THOUSANDS OF UNITED STATES DOLLARS)

Years Ended Month Ended Year Ended

($ in thousands) December 31, 2023 December 31, 2022 December 2021 November 30, 2021

Years Ended December 31,

($ in thousands) 2024 2023 2022

Intercompany loan interest $ 7,393 $ 7,296 $ 6,784

16 unchanged sentences

(THOUSANDS OF UNITED STATES DOLLARS)

Years Ended Month Ended Year Ended

($ in thousands) December 31, 2023 December 31, 2022 December 31, 2021 November 30, 2021

Years Ended December 31,

($ in thousands) 2024 2023 2022

Cash flows provided by (used in) operating activities

3 unchanged sentences

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

Net realized and unrealized (gains) losses on investments — — — —

Other operating inflows (outflows) 18,927 63,035 7,033

33 unchanged sentences

Total $ 156,895 $ 3,030,037 $ 911,222 $ 1,318,533 $ 239,855 $ 714,603 $ 309,148 $ 183,165 $ 1,480,438

December 31, 2021 Month Ended December 31, 2021

($ in thousands) Deferred policy acquisition costs Future policy benefits, losses, claims and

loss adjustment expenses Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss) 1

Benefits, claims, losses, and settlement expenses Amortization of deferred policy acquisition costs Other operating expenses Net premiums written

International n/a n/a n/a $ 62,372 $ 33,888 $ 17,192 $ 10,377 $ 67,599

Bermuda n/a n/a n/a 36,259 22,762 6,800 3,480 30,322

Total n/a n/a n/a $ 98,631 $ ( 36,748 ) $ 56,650 $ 23,992 $ 13,857 $ 97,921

November 30, 2021 Year Ended November 30, 2021

December 31, 2022 Year Ended December 31, 2022

($ in thousands) Deferred policy acquisition costs Future policy benefits, losses, claims and

14 unchanged sentences

Premiums earned 1,016,762 440,607 742,378 1,318,533 56 %

Month ended December 31, 2021

Premiums earned 64,190 23,290 57,731 98,631 59 %

Year ended November 30, 2021

Year ended December 31, 2022

Premiums earned 886,488 413,046 670,272 1,143,714 59 %

11 unchanged sentences

Allowance for expected credit losses (1)

November 30, 2021

Allowance for expected credit losses (1)

(1) Deducted from Premiums Receivable, Paid and Unpaid losses and loss adjustment expenses recoverable.

— 3,633 — 3,633

(1) Deducted from Premiums Receivable and Paid and Unpaid losses and loss adjustment expenses recoverable.

HAMILTON INSURANCE GROUP, LTD.

10 unchanged sentences

Year ended December 31, 2023 156,895 3,030,037 — 911,222 1,318,533 240,066

Month ended December 31, 2021 n/a n/a — n/a 98,631 ( 36,748 )

Year ended November 30, 2021 96,085 2,379,027 — 620,994 942,549 308,976

Year ended December 31, 2022 115,147 2,856,275 — 718,188 1,143,714 71,861

Claims and claims adjustment expenses incurred related to

5 unchanged sentences

Year ended December 31, 2023 730,220 ( 15,617 ) 309,148 564,798 1,480,438

Month ended December 31, 2021 56,650 — 23,992 14,849 97,921

Year ended November 30, 2021 628,781 11,779 229,213 311,522 1,085,428

Year ended December 31, 2022 778,936 ( 20,603 ) 271,189 377,186 1,221,864

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures