What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-27 · 343 added, 270 removed, 2226 unchanged (22% of the section changed)

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Hamilton Insurance Group, Ltd.

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).

We have audited Hamilton Insurance Group, Ltd.’s internal control over financial reporting as of December 31, 2025, 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.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, 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, 2025 and 2024, 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, 2025, and the related notes and financial statement schedules listed in the Index at Item 15 and our report dated February 25, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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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.

On October 31, 2025 , Mr.

Alexander Baker , Chief Executive Officer of Hamilton Global Specialty (formerly Group Chief Risk Officer) and an officer of the Company as defined in Rule 16a-1(f) under the Exchange Act, terminated a Rule 10b5-1 trading plan relating to the sale of the Company’s Class B common shares.

The trading plan had originally been adopted on August 25, 2025, with an end date of August 31, 2026, and provided for the sale of up to 25,000 Class B common shares pursuant to its terms.

The plan was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

No shares were sold under the plan prior to its termination.

No other directors or officers of the Company adopted , modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fiscal quarter.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

Directors, Executive Officers and Corporate Governance

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.

The Company maintains 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.

A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024.

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 2026 Annual General Meeting of Shareholders.

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The information required by this Item relating to executive compensation is incorporated herein by reference to information included in our Proxy Statement for the 2026 Annual General Meeting of Shareholders.

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

We intend to file our Proxy Statement no later 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 2026 Annual General Meeting of Shareholders.

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

We intend to file our Proxy Statement no later 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 2026 Annual General Meeting of Shareholders.

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

We intend to file our Proxy Statement no later 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 2026 Annual General Meeting of Shareholders.

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

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

Exhibits and Financial Statement Schedules

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10.3*† Hamilton Insurance Group, Ltd.

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 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 Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-8 (File No.

333-275463) filed on November 9, 2023)

2023 Equity Incentive Plan, as amended

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

2023 Equity Incentive Plan

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

2023 Equity Incentive Plan

10.4† Hamilton Insurance Group, Ltd.

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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 (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.

10.7† Employment Agreement, dated as of September 1, 2020, between Hamilton BDA Services Limited and Megan Graves (formerly 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)

10.7.1† 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

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

10.7.2† Retirement Agreement, dated as of June 16, 2025, between Hamilton BDA Services Limited and Megan Graves (incorporated by reference to Exhibit 10.1 to Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K filed on June 17, 2025)

10.8† Contract of Employment, dated March 18, 2021, between Hamilton UK Services Limited and Adrian Daws (incorporated by reference to Exhibit 10.8 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on February 27, 2025)

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

10.8.2*† Employment Agreement, dated as of June 13, 2025 between Hamilton BDA Services Limited and Adrian Daws

10.9*† Contract of Employment, dated as of January 1, 2023 between Hamilton UK Services Limited and Alexander Baker

10.9.1*† Amended and Restated Contract of Employment, dated as of June13, 2025 between Hamilton UK Services Limited and Alexander Baker

10.10† Amended and Restated Employment Agreement, dated August 6, 2022, between Hamilton BDA Services Limited and Gemma Carreiro (incorporated by reference to Exhibit 10.9 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on February 27, 2025)

10.10.1† Addendum A dated June 3, 2024 to Amended and Restated Employment Agreement, dated August 6, 2022, between Hamilton BDA Services Limited and Gemma Carreiro (incorporated by reference to Exhibit 10.9.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on February 27, 2025)

10.11 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 Amended and Restated Term Loan Credit Agreement dated June 10, 2025 (incorporated by reference to Exhibit 10.2 to Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K filed on June 10, 2025)

10.13 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)

10.14 Sixth Amended and Restated Credit Agreement, dated as of June 10, 2025 (incorporated by reference to Exhibit 10.1 of Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K filed on June 10, 2025)

10.15 Amendment and Restatement Agreement, dated as of October 20, 2025 (incorporated by reference to Exhibit 10.1 of Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K dated October 20, 2025)

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

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10.18.7 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

10.18.8 Eighth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2022 (incorporated by reference to Exhibit 10.15.8 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on February 27, 2025)

10.18.9 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.

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10.18.13 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)

10.18.14* Fourteenth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of March 5, 2025

10.18.15 Fifteenth Amendment to Third Amended and Restated Reimbursement Agreement dated as of October 22, 2025 (incorporated by reference to Exhibit 10.2 of Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K dated October 20, 2025)

10.19* Master Agreement for Issuance of Payment Instruments, dated as of December 5, 2018, between Hamilton Rd, Ltd.

and Citibank Europe Plc

10.19.1*+ Fee Letter for Issuance of Payment Instruments, dated as of December 27, 2018, between Hamilton Rd, Ltd.

and Citibank Europe Plc

10.19.2*+ Facility Letter for Issuance of Payment Instruments, dated as of December 27, 2018, between Hamilton Rd, Ltd.

and Citibank Europe Plc

10.19.3* Amended and Restated Pledge Agreement, dated as of December 27, 2018, between Hamilton Rd, Ltd.

and Citibank Europe Plc

10.19.4*+ First Amendment to the Fee Letter for Issuance of Payment Instruments, dated as of January 13, 2026, between Hamilton Rd, Ltd.

and Citibank Europe Plc

10.19.5*+ First Amendment to the Facility Letter for Issuance of Payment Instruments, dated as of January 13, 2026, between Hamilton Rd, Ltd.

and Citibank Europe Plc

10.20 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)

10.20.1* First Amendment to the Commitment Agreement with Two Sigma Investments, LP dated January 1, 2025

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

10 unchanged sentences

333-275000) filed on October 16, 2023)

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

Insider Trading Policy (incorporated by reference to Exhibit 19 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on February 27, 2025)

21* Subsidiaries of Hamilton Insurance Group, Ltd.

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† Management contract or compensatory plan or arrangement

+ Certain identified information has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company hereby undertakes to furnish supplemental copies of any of the omitted information to the SEC upon request.

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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(Principal Accounting Officer)

Hawes Bostic, III

/s/ Bradley Cooper

Bradley Cooper

/s/ William C.

/s/ Karen Green

/s/ Anu Karna

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Marvin Pestcoe

/s/ David Priebe

/s/ Everard Barclay Simmons

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Ada Re Ada Re, Ltd.

is a non-consolidated Bermuda special purpose insurer funded by investors and formed to provide fully collateralized natural catastrophe reinsurance and retrocession cover to both Hamilton Re and third-party cedants.

is a non-consolidated Bermuda special purpose insurer funded by investors and formed to provide fully collateralized reinsurance and retrocession cover to both Hamilton Re and third-party cedants.

Attritional losses and loss ratio – current year and prior year development Attritional Loss Ratio – current year is the attritional losses incurred by the company relating to the current year divided by net premium earned.

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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 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.

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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.

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

Property lines

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 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.

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Unearned premium The portion of premiums written that is allocable to the unexpired portion of the policy term.

Holder As it relates to the tax treatment of an investment of our Class B common shares, a U.S.

Person other than a partnership who beneficially owns Class B common shares.

Person As it relates to the tax treatment of an investment of our Class B common shares, “U.S.

Person” means:

(i) an individual citizen or resident of the United States, (ii) a partnership or corporation, created in or organized under the laws of the United States, or organized under the laws of any political subdivision thereof, (iii) an estate the income of which is subject to U.S.

federal income taxation regardless of its source, or (iv) a trust if either (x) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S.

Persons have the authority to control all substantial decisions of such trust, or (y) the trust has a valid election in effect under applicable U.S.

Treasury Regulations to be treated as a U.S.

Person for U.S.

federal income tax purposes or (z) any other person or entity that is treated for U.S.

federal income tax purposes as if it were one of the foregoing.

Index to the Consolidated Financial Statements

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Variable Interest Entities

Goodwill and Intangible Assets

Intangible Assets

Reserve for Losses and Loss Adjustment Expenses

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Share Capital

S hare Incentive Plans

Share Incentive Plans

Earnings Per Share

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Hamilton Insurance Group, Ltd.

To the Shareholders and the Board of Directors of Hamilton Insurance Group Ltd.

Opinion on the Financial Statements

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

(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”).

(the Company) as of December 31, 2025 and 2024, 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, 2025, and the related notes and financial statement schedules listed in the Index at Item 15 (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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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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.

Management estimates its IBNR reserves for large events based upon information from brokers and cedants, 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.

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$ 1,355,563 ;

1,587,658 939,381

Total investments

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278,910 271,124 259,856

Impairment of goodwill — — 24,082

Amortization of intangible assets

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( 169,964 ) ( 43,339 ) ( 125,097 )

Impairment of goodwill — — 24,082

( 28,668 ) 3,831 ( 6,529 )

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71,238 199,992 ( 306,343 )

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

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

1,100,852 900,860 1,207,203

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

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

$ 1,172,090 $ 1,100,852 $ 900,860

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("Hamilton Group", the "Group" or the "Company"), the ultimate group holding company, was incorporated on September 4, 2013, under the laws of Bermuda.

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

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

Our Bermuda operations are led by Hamilton Re, Ltd.

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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 a third-party funded Lloyd’s Syndicate.

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

HMA also managed a third-party funded Lloyd’s syndicate until July 1, 2025.

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

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In 2013, Hamilton Re entered into a limited liability company agreement with TS Hamilton Fund and Two Sigma Principals, LLC (the "Managing Member") as the managing member of TS Hamilton Fund.

Effective July 1, 2023, Hamilton Re has committed to an investment in TS Hamilton Fund in an amount up to the lesser of (i) $ 1.8 billion or (ii) 60 % of Hamilton Group’s net tangible assets (previously equal to a minimum of 95 % of the consolidated net tangible assets of Hamilton Group).

Hamilton Re has committed to an investment in TS Hamilton Fund in an amount up to the lesser of (i) $ 1.8 billion or (ii) 60 % of Hamilton Group’s net tangible assets.

TS Hamilton Fund has engaged Two Sigma Investments, LP ("Two Sigma"), a related party Delaware limited partnership, to serve as its investment manager.

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Unconsolidated Related Parties

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.

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

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.

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Actual results could differ from those estimates.

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.

The major estimates recorded in the Company’s financial statements include, but are not limited to, the reserve for losses and loss adjustment expenses, premiums written and earned, ceded reinsurance, unpaid losses and loss adjustment expenses recoverable and the fair value of investments.

Fair Value Measurements

Details on assets and liabilities that have been included under the requirements of authoritative guidance on fair value

measurements to illustrate the bases for determining the fair values of these items held by the Company are included in Note 4, Fair Value and each respective section of this significant accounting policies note.

Details on assets and liabilities that have been included under the requirements of authoritative guidance on fair value measurements to illustrate the bases for determining the fair values of these items held by the Company are included in Note 4, Fair Value and each respective section of this significant accounting policies note.

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.

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For these agreements, the excess of the amounts ultimately collectible under the agreement over the consideration paid is recognized as a deferred gain liability which is amortized into income as a reduction of losses and loss adjustment expenses over the estimated ceded reserve settlement period.

The amount of the deferred gain is recalculated each period based on actual loss payments and updated estimates of ultimate losses.

If cumulative adverse development occurs subsequent to signing of a retroactive reinsurance agreement, it may result in significant losses from operations until periods when the recalculated deferred gain is recognized as a benefit to earnings.

The amount of the deferred gain is recalculated each reporting period based on actual loss payments and updated estimates of ultimate losses.

If cumulative adverse development occurs subsequent to the signing of a retroactive reinsurance agreement, it may result in significant losses from operations until periods when the recalculated deferred gain is recognized as a benefit to earnings.

If the consideration paid for a retroactive reinsurance agreement exceeds the ultimate losses collectible under the agreement, the net loss on the retroactive reinsurance agreement is immediately recognized in income.

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Intangible Assets

The Company accounts for goodwill and other intangible assets that arise from business combinations in accordance with FASB ASC Topic Intangibles - Goodwill and Other .

A purchase price that is in excess of the fair value of the net assets acquired arising from a business combination is recorded as goodwill or other intangible assets, according to their nature.

Goodwill and other intangible assets with indefinite useful lives are not amortized.

The Company accounts for intangible assets that arise from business combinations in accordance with FASB ASC Topic Intangibles - Goodwill and Other .

Other intangible assets with indefinite useful lives are not amortized.

Other intangible assets with a finite life are amortized over the estimated useful lives of the assets.

All recorded goodwill was written down in the year ended December 31, 2022, primarily as a result of the annual impairment assessment, and the Company has no recorded goodwill at December 31, 2024 or 2023.

The Company's indefinite lived intangible assets are tested for impairment on an annual basis or more frequently if events or changes in circumstances warrant.

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

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Earnings Per Share

1 unchanged sentence

Basic earnings per share are based on weighted average common shares outstanding during the period and exclude any dilutive effects of restricted stock units and warrants.

Diluted earnings per share includes the estimated impact under the Treasury Stock method where all dilutive restricted stock grants to vest and all dilutive warrants to be exercised during the period.

Diluted earnings per share includes the estimated impact under the Treasury Stock method where all dilutive restricted stock grants are assumed to vest and all dilutive warrants to be exercised during the period.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The Company records deferred income taxes that reflect the tax effect of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases.

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The valuation allowance assessment considers tax planning strategies, where applicable.

Government Grants - Bermuda Substance Based Tax Credit

The Bermuda Tax Credits Act 2025 (the "Credits Act") became effective on December 11, 2025.

The Company qualifies for the Credits Act Accrued Substance Based Tax Credit ("SBTC") which rewards Bermuda based insurers who demonstrate significant investment in the Bermuda economy through employment of Bermuda based employees and patronage of local businesses where the Bermuda group include at least one Bermuda Monetary Authority ("BMA") regulated insurer and where the group derives more than 50% of its aggregate gross revenues from insurance activities in the fiscal year.

The SBTC is calculated with reference to both job-based and expense-based components.

The credit may be applied against corporate income tax and/or be refunded to the extent the Company has paid employer based payroll expenses.

To the extent the credits have not been fully utilized after four years, it is refundable to the Bermuda entity in cash.

Implementation is subject to a transition factor, with full benefit to be phased in for fiscal years beginning in 2027.

Unused credits may be carried forward and applied over a three-year benefit period.

The SBTC is accrued in line with the underlying qualifying payroll and other eligible expenses.

The SBTC is recorded as an offset to "General and administrative expenses" on the Consolidated Statements of Operations and Comprehensive Income (Loss) and in "Other assets" on the Consolidated Balance Sheets, while the change in accrual is reflected in operating cash flows on the Consolidated Statements of Cash Flows.

The Company recorded an SBTC of $ 20.8 million for the year ended December 31, 2025.

Recent Accounting Pronouncements

Recently Adopted 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 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.

The Company adopted this guidance for the year ended December 31, 2025 and it did not have a material impact on the Company’s results of operations, financial position or cash flows.

In December 2025, the FASB issued ASU 2025-10 Government Grants , which establishes authoritative guidance on the accounting for government grants received by business entities.

The Company elected to adopt this guidance for the year ended December 31, 2025.

See Note 2r, Government Grants- Bermuda Substance Based Tax Credit for further details.

Recently Issued Accounting Pronouncements

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.

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

The Company is currently evaluating the impact of this guidance.

In September 2025, the FASB issued ASU 2025-06 Targeted Improvements to the Accounting for Internal-Use Software , which better aligns the accounting for internally-developed software with modern software development practices.

The guidance is effective for annual periods beginning after December 15, 2027.

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Notes to the Consolidated Financial Statements

In December 2025, the FASB issued ASU 2025-11 Interim Reporting , which clarifies the nature and applicability of existing interim disclosures.

The guidance is effective for annual periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance.

Fixed Maturity and Short-Term Investments - Trading

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Due after ten years

18,028 17,258

Mortgage-backed securities

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Investments in Two Sigma Funds

TS Hamilton Fund invests in Two Sigma Funds ("Two Sigma Funds"), which are stated at their estimated fair values, which generally represent the Company’s proportionate interest in the members’ equity of the Two Sigma Funds as reported by the respective funds based on the net asset value ("NAV") provided by the fund administrator.

The Company accounts for its investment in Two Sigma Funds under the variable interest model at NAV as a practical expedient for fair value in the consolidated balance sheet.

The Company owns the following interest in each of the Two Sigma Funds:

December 31, 2025

Two Sigma Funds Abbreviation %

Two Sigma Spectrum Portfolio, LLC STV 13.3 %

Two Sigma Equity Spectrum Portfolio, LLC ESTV 8.2 %

Two Sigma Absolute Return Portfolio, LLC ATV 1.9 %

Two Sigma Futures Portfolio, LLC FTV 6.4 %

Two Sigma Horizon Portfolio, LLC HTV 5.4 %

Two Sigma Navigator Portfolio, LLC NTV 6.1 %

Two Sigma Kuiper Portfolio, LLC KTV 5.2 %

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

These 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.

At December 31, 2024, the Company's investment in the Two Sigma Funds consisted of STV, ESTV and FTV;

effective January 1, 2025, the Company amended its existing investment in Two Sigma Funds to include an allocation to ATV, HTV, NTV and KTV.

• STV primarily utilizes systematic strategies to trade U.S.-listed equity securities, exchange traded funds, money market funds, swap contracts and government debt securities.

• ESTV primarily utilizes systematic strategies to trade non-U.S.-listed equity securities, swap contracts, money market funds, government debt securities, futures and foreign currency forward contracts.

• ATV primarily utilizes systematic strategies to trade a diversified, global, equity market neutral portfolio, predominantly of equity securities, equity-related derivatives and other related instruments.

• FTV primarily utilizes systematic macro strategies to trade exchange traded funds, exchange memberships, government debt securities, money market funds, option contracts, swap contracts, futures and forward contracts.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

• HTV primarily utilizes systematic strategies and non-systematic discretionary strategies to trade futures, futures options, foreign currency spot, forward and option contracts, exchange-traded products ("ETPs") and ETP options, debt securities, and various types of derivatives and other instruments.

• NTV primarily utilizes non-systematic discretionary macro strategies that combine human discretion with quantitative analysis for purposes of trading globally across various asset classes.

• KTV primarily utilizes non-systematic discretionary strategies that combine human discretion with quantitative analysis to trade futures, futures options, foreign currency spot, forward and option contracts, ETPs and ETP options, debt securities, and various types of derivatives and other instruments.

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

December 31, 2024 December 31, 2023

($ in thousands)

December 31, 2025 December 31, 2024

Two Sigma Funds

Cost Net Unrealized Gains (Losses) Fair Value Cost Net Unrealized Gains (Losses) Fair Value

Two Sigma Futures Portfolio, LLC (FTV)

$ 308,061 $ ( 15,520 ) $ 292,541 $ 433,911 $ ( 38,105 ) $ 395,806

Two Sigma Spectrum Portfolio, LLC (STV)

360,997 102,267 463,264 193,299 88,228 281,527

Two Sigma Spectrum Portfolio, LLC $ 500,616 $ 131,996 $ 632,612 $ 360,997 $ 102,267 $ 463,264

Two Sigma Equity Spectrum Portfolio, LLC 187,718 49,906 237,624 136,565 47,011 183,576

136,565 47,011 183,576 142,981 31,156 174,137

Two Sigma Absolute Return Portfolio, LLC 93,092 8,882 101,974 — — —

Two Sigma Futures Portfolio, LLC 192,064 44,998 237,062 308,061 ( 15,520 ) 292,541

Two Sigma Horizon Portfolio, LLC 241,090 4,585 245,675 — — —

Two Sigma Navigator Portfolio, LLC 110,577 ( 9,585 ) 100,992 — — —

Two Sigma Kuiper Portfolio, LLC 30,406 1,313 31,719 — — —

$ 1,355,563 $ 232,095 $ 1,587,658 $ 805,623 $ 133,758 $ 939,381

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 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.

• STV primarily utilizes systematic strategies to trade U.S.-listed equity securities and related instruments and derivatives.

• ESTV primarily utilizes systematic strategies to trade non-U.S.-listed equity securities and related instruments and derivatives.

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.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

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:

The following table summarizes certain investments of the Two Sigma Funds 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:

December 31, 2025

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% of Members' Equity

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 %

State Street Treasury Obligations Money Market Fund 135,670 $ 135,670 6.2 %

BlackRock Liquidity Funds T-Fund Portfolio 173,686 $ 173,686 8.0 %

Treasury Securities, 0.0000% - 4.8750%, due 1/13/2026 - 11/15/2055 1,926,111 $ 1,924,634 88.4 %

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

Treasury Securities, 1.1250% - 4.8750%, due 1/31/2027 - 11/15/2055 ( 545,630 ) $ ( 540,988 ) ( 24.8 ) %

(1) Values represent TS Hamilton Fund’s proportionate share of the aggregate of FTV, STV and ESTV total holdings.

(1) Values represent TS Hamilton Fund’s proportionate share of the aggregate of the Two Sigma Funds' total holdings.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Two Sigma and the Managing Member are related parties to the Company as described further in Note 1, Organization .

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 %).

Effective July 1, 2023, an 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.

The management fee for the years ended December 31, 2025, 2024 and 2023 was $ 52.6 million, $ 46.9 million and $ 45.2 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.

Under the terms of the limited liability company agreement between Hamilton Re and the Managing Member, the Managing Member is 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.

In the event there is a net loss during a quarter and a net profit during any subsequent quarter, the Managing Member is entitled to a modified incentive allocation whereby the regular incentive allocation will be reduced by 50 % until subsequent cumulative net profits are credited in an amount equal to 200 % of the previously allocated net losses.

The Managing Member is also entitled to receive a revised additional incentive allocation as of the end of each fiscal year (or on any date Hamilton Re withdraws all or a portion of its capital), in an amount equal to 25 % of the Excess Profits (previously 20 %).

"Excess Profits" for any given fiscal year (or other such accounting period) means the net profits over 10 % for such fiscal year (previously 15 %), net of management fees and expenses and gross of incentive allocations, but only after recouping previously unrecouped net losses.

The Managing Member is also entitled to receive an additional incentive allocation as of the end of each fiscal year (or on any date Hamilton Re withdraws all or a portion of its capital), in an amount equal to 25 % of the Excess Profits.

"Excess Profits" for any given fiscal year (or other such accounting period) means the net profits over 10 % for such fiscal year, net of management fees and expenses and gross of incentive allocations, but only after recouping previously unrecouped net losses.

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, 2025, 2024 and 2023 was $ 263.3 million, $ 212.7 million and $ 21.5 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 3-year rolling term that automatically renews on an annual basis unless Hamilton Re or the Managing Member provide advance notice of non-renewal.

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 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 current Commitment Period ending on June 30, 2028.

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.

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

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• 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.

The Managing Member may withdraw all or any portion of its capital account at any time.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)

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Net realized gains (losses) on investments $ 517,147 $ 468,068 $ 84,513

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Net Unrealized Gains (Losses) on Investments

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Net unrealized gains (losses) on investments $ 169,964 $ 43,339 $ 125,097

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Pledged Assets

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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, 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.

At December 31, 2025 and 2024, restricted cash and cash equivalents balances were comprised of $ 106.2 million and $ 101.8 million, respectively, securing other underwriting obligations, $ 1.4 million and $ 1.1 million, respectively, securing a portion of the capital requirements for business written at Lloyd's and $ 2.1 million and $ 1.5 million, respectively, in trust accounts for the benefit of regulatory authorities.

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 $ 109.7 million on the balance sheet at December 31, 2025.

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.

Financial Instruments Subject to Fair Value Measurements

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• 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

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fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

sovereign governments and supranationals :

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Total $ — $ 3,439,002 $ — $ 3,439,002

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

December 31, 2024

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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.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Variable Interest Entities

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$ 172 $ 128 $ 133

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

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

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$ 2,178,361 $ 1,886,764

Goodwill and Intangible Assets

The following table provides a summary of the Company's goodwill and intangible assets:

($ in thousands) Goodwill Intangible Assets

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Intangible Assets

The following table provides a summary of the Company's intangible assets:

($ in thousands) Intangible Assets

Subject to Amortization Intangible Assets not Subject to Amortization Total

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Net balance, December 31, 2025 $ 49,416 $ 37,208 $ 86,624

As at December 31, 2024, there was no goodwill recorded on the balance sheet.

In the year ended December 31, 2022, the Company conducted its annual evaluation of recorded goodwill for impairment using both a market model and an income model and concluded that the associated reporting units’ fair value did not exceed their carrying value, and consequently recorded an impairment to goodwill of $ 24.1 million in the International segment.

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

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The following tables present the components of intangible assets:

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

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The Company's finite-lived intangible assets are amortized on a straight-line basis over their useful lives.

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The weighted-average amortization period is 2.3 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) Estimated Amortization Expense

Estimated Amortization Expense

($ in thousands)

Year Ending December 31,

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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, 2025, 2024 or 2023.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The Company purchases reinsurance and other protection to manage its risk portfolio and to reduce its exposure to large losses.

19 unchanged sentences

Net $ 2,109,776 $ 1,734,729 $ 1,318,533

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Losses and Loss Adjustment Expenses

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At December 31, 2024, the Company’s premiums receivable balance, net of credit provisions of $ 3.0 million, was $ 771.7 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:

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($ in thousands) 2025 2024 2023

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

Balance - beginning of year $ 2,993 $ 3,000 $ 2,856

Increase (decrease) in allowance 450 ( 7 ) 144

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

Balance - end of year $ 3,443 $ 2,993 $ 3,000

Reinsurance Balances Recoverable

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($ in thousands) 2025 2024 2023

Beginning balance $ 687 $ 777 $ 616

Balance - beginning of year $ 1,469 $ 687 $ 777

Increase (decrease) in allowance 249 782 ( 90 )

Ending balance $ 1,469 $ 687 $ 777

Balance - end of year $ 1,718 $ 1,469 $ 687

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

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:

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This transaction was accounted for as retroactive reinsurance under which cumulative ceded losses exceeding the LPT premium are recognized as a deferred gain liability and amortized into income over the settlement period of the ceded reserves in proportion to cumulative losses collected over the estimated ultimate reinsurance recoverable.

The amount of the deferral is recalculated each reporting period based on updated ultimate loss estimates.

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.

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

The amount of the deferred gain is recalculated each reporting period based on updated ultimate loss estimates.

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

At December 31, 2025 and 2024, the balance of reinsurance recoverable on unpaid losses due under this LPT was $ 22.7 million and $ 23.7 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.

Amortization of the deferred gain was an expense of $ 0.8 million and $ 9.4 million for the years ended December 31, 2025 and 2024, and income of $ 4.2 million for the year ended December 31, 2023, 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

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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.

The Company recorded reinsurance premiums ceded of $ 15.2 million and $ 14.6 million during the years ended December 31, 2025 and 2024, respectively.

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.

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

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

The Company recorded reinsurance premiums ceded of $ 7.2 million during the year ended December 31, 2023.

Hamilton Insurance Group, Ltd.

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Gross unpaid losses and loss adjustment expenses, end of year $ 4,415,176 $ 3,532,491 $ 3,030,037

Net favorable prior year development of $ 64.9 million for the year ended December 31, 2025 was comprised of $ 46.4 million and $ 18.5 million of favorable prior year development on attritional and catastrophe losses, respectively.

See below for further details:

• Net favorable development of $ 65.5 million on property contracts, primarily driven by favorable prior year development on Hurricane Ian, the June 2023 severe convective storms, Hurricane Idalia and various other weather-related events, in addition to favorable attritional loss development;

• Net favorable development of $ 25.4 million on specialty contracts, primarily driven by a reduction in loss estimates on certain classes;

partially offset by

• Net unfavorable development of $ 27.7 million on casualty contracts, primarily driven by unfavorable prior year development on discontinued lines of business and additional information on certain large losses.

• In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance , benefited from favorable development in the underlying reserves of $ 2.5 million, which was partially offset by a change in the deferred gain of $ 0.8 million, for a total net positive earnings impact of $ 1.7 million.

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.

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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;

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 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.

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partially offset by

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

• 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.

See below for further details:

• Net favorable development of $ 36.9 million on specialty contracts, driven by reductions in loss estimates across multiple classes;

• Net favorable development of $ 0.4 million on property contracts, related to $ 9.5 million of favorable development on Hurricane Ida that was partially offset by $ 7.0 million of unfavorable attritional loss development and $ 2.1 million of unfavorable development on various other catastrophes;

partially offset by

• 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.

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.

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

Reinsurance recoverable on unpaid losses related to the LPT discussed in Note 7, Reinsurance was recognized for the years ended December 31, 2025, 2024 and 2023 in the reconciliation of beginning and ending gross and net loss and LAE reserves.

Acquisition Costs

The Company amortized acquisition costs of $ 507.3 million, $ 388.9 million and $ 309.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

California Wildfires

Our net reserves for losses and loss adjustment expenses related to the California wildfires are subject to significant uncertainty.

As at December 31, 2025 and 2024, our net recorded reserves relating to the California wildfires totaled $ 57.5 million and $ Nil , 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.

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

As at December 31, 2025 and 2024, our net recorded reserves

totaled $ 34.8 million and $ Nil , respectively.

totaled $ 20.5 million and $ 34.8 million, respectively.

Ukraine Conflict

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As at December 31, 2025 and 2024, our net recorded reserves totaled $ 59.5 million and $ 63.2 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, 2025, 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.

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IBNR Reserves

The Company establishes IBNR reserves for large events based on a number of different factors, including discussions with brokers and cedants, proprietary loss modelling and pricing software, estimates of market loss and market share, experience from historical large events and other information that can guide the estimates of loss reserves.

The Company establishes IBNR reserves for large events based on a number of different factors, including information from brokers and cedants, proprietary loss modelling and pricing software, estimates of market loss and market share, experience from historical large events and other information that can guide the estimates of loss reserves.

The Company's actuaries may use other approaches in addition to those described, and supplement these methods with judgement where they deem appropriate, depending upon the characteristics of the class of business and available data.

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Claims Development and Frequency

For incurred and paid accident year claims denominated in foreign currency, the Company used the current year-end balance sheet foreign exchange rate for all periods provided, thereby eliminating the effects of changes in foreign currency translation rates from the incurred and paid accident year claims development information included in the following tables.

In determining the cumulative number of reported claims, the Company measures claim counts on its insurance business by individual claimant where information is available.

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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), 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, amortization of intangible assets, interest expense, and income tax expense (benefit).

Hamilton Insurance Group, Ltd.

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

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

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

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

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

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

26 unchanged sentences

Debt and Credit Facilities

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 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.

On June 10, 2025, Hamilton Group entered into a $ 150 million term loan credit arrangement (the "Facility") with various lenders as arranged by Wells Fargo Securities, LLC.

The Facility replaces Hamilton Group's $ 150 million term loan credit agreement, as amended through and including June 23, 2022, between Hamilton Group and the lenders thereto (as amended the "Existing Loan Agreement").

The Facility will be used to refinance the indebtedness outstanding under the Existing Loan Agreement.

All or a portion of the loan issued under the Facility bears interest, at the option of Hamilton Group, at either (a) a base rate plus an applicable margin or (b) the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus an applicable margin, in each case with the applicable margin determined with reference to the Company's long-term issuer default rating as assigned by Fitch.

The Facility matures on June 9, 2028, unless accelerated pursuant to the terms of the Facility, and it contains usual and customary representations, warranties, conditions and covenants for bank loan facilities of this type.

The Facility also contains certain financial covenants which cap the ratio of consolidated debt to capital and require that Hamilton Group maintain a certain minimum consolidated net worth.

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

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

The Facility also includes financial covenants, including a financial strength rating test, a minimum consolidated tangible net worth test and a maximum consolidated indebtedness to total capitalization ratio.

As at December 31, 2025, 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:

7 unchanged sentences

Credit Facilities

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

The Company has several available letter of credit ("LOC") 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 insurance and reinsurance agreements and to support capital requirements at Lloyd’s.

6 unchanged sentences

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").

On June 10, 2025, Hamilton Group and Hamilton Re entered into a $ 450 million credit agreement with a syndication of lenders (the "Unsecured Facility").

Under the Unsecured Facility, the lenders have agreed to provide up to an aggregate of $ 450 million of letter of credit capacity for Hamilton Re, up to $ 150 million of which may be utilized for revolving loans to be issued to Hamilton Group.

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

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 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.

A., and Barclays Bank PLC.

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

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.

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.

At December 31, 2025, there were no loan amounts outstanding under the Unsecured Facility.

Letters of credit issued under the Unsecured Facility bear interest at a rate determined by Hamilton Group’s long-term issuer default rating, while revolving loans, if drawn, accrue interest at the option of Hamilton Group at either (a) a base rate plus an applicable margin or (b) Adjusted Term SOFR plus an applicable margin.

In each case, the applicable margin is determined based on Hamilton Group’s long-term issuer default rating as assigned by Fitch.

Currently, any letters of credit issued under the facility bear interest at a rate of 125 basis points.

Revolving loans, if issued, are subject to a fee equal to the prime rate plus 50 basis points or Adjusted Term SOFR plus a margin of 150 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 Unsecured Facility is $ 450 million.

Amounts unutilized under the Unsecured Facility are subject to a fee based upon Hamilton Group's long-term issuer default rating as assigned by Fitch.

This currently bears a fee of 17.5 basis points.

The Unsecured Facility is subject to representations and warranties, affirmative and negative covenants and events of default that the Company considers customary for similar facilities.

The Unsecured Facility also includes financial covenants, including a financial strength rating test, a minimum consolidated tangible net worth test and a maximum consolidated indebtedness to total capitalization ratio.

Capacity is provided by Wells Fargo, National Association, Truist Bank, Commerzbank AG, New York Branch, Citizens Bank, N.A., HSBC Bank USA, National Association, and Barclays Bank PLC.

Unless renewed or otherwise terminated in accordance with its terms, the Unsecured Facility has a maturity date of June 9, 2028.

On October 23, 2025, 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 in an amount that is equal to the greater of (i) $ 25 million and (ii) the LOC amount issued and outstanding, provided that the amount shall not at any time be greater than $ 75 million, for a term that will expire on October 23, 2026.

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

In addition, on October 20, 2025, Hamilton Re amended the unsecured letter of credit facility agreement that it utilizes to provide Funds at Lloyd's ("FAL") ("FAL LOC Facility") to support the FAL requirements of Syndicate 4000.

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

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

Capacity is provided by ING Bank N.V., London Branch, Commerzbank AG, New York Branch, and Deutsche Bank AG, London Branch.

The FAL LOC Facility was renewed in the amount of $ 260 million for a term that expires on December 31, 2029.

The facility bears a fee of 150 basis points on the borrowed amount.

9 unchanged sentences

Pledged interests in fixed income portfolio

(1) Cash pledged as security under letter of credit and revolving loan facilities is included in restricted cash securing other underwriting obligations under Pledged Assets in Note 3 , Investments.

The Company has recognized interest expense related to the above debt and credit facilities of $ 20.2 million, $ 22.6 million and $ 21.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

18 unchanged sentences

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

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

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

8 unchanged sentences

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

5 unchanged sentences

Vesting of awards — 2,612,957 — 2,612,957

Exercise of warrants — 245,779 — 245,779

Director share awards granted — 20,383 — 20,383

Share repurchases — ( 5,050,520 ) — ( 5,050,520 )

Balance - December 31, 2025 17,320,078 66,305,707 15,403,649 99,029,434

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

On November 4, 2025, the Board of Directors authorized the repurchase of the Company's common shares in the aggregate amount of $ 150.0 million, in addition to remaining amounts under the prior authorization (collectively, 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.

All shares repurchased under the Authorization were subsequently cancelled.

As of December 31, 2025, $ 178.5 million remained available for repurchase under the Authorization.

Years Ended December 31,

($ in thousands except per share amounts) 2025 2024

Class B Shares repurchased 4,222,195 1,485,813

Aggregate repurchase price $ 93,445 $ 28,067

Average price per share $ 22.13 $ 18.89

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 "Share Repurchase").

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 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).

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, an amount 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.

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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.

During the years ended December 31, 2025 and 2024, 0.5 million and 1.7 million, respectively, Class A common shares were converted into Class B common shares at the request of the Class A Members and as approved by the Board.

During the years ended December 31, 2025 and 2024, 4.0 million and 7.9 million, respectively, 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.

25 unchanged sentences

RSUs $ 9,926 0.9

VAP RSUs 3,134 0.9

PSUs 9,111 1.4

6 unchanged sentences

During the years ended December 31, 2025, 2024 and 2023 , the Company granted employees RSUs with a total estimated fair valu e of $ 15.8 million, $ 14.5 million, and $ 14.2 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.

During the years ended December 31, 2025 and 2024, the Company granted non-employee directors RSUs with a total fair value of $ 1.5 million and $ 1.4 million, respectively , which vest over a one -year period.

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

14 unchanged sentences

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:

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

50 % on each of the first and second anniversaries of the November 10, 2023 trigger event.

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

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

Participants who left prior to vesting forfeited any unsettled portion of their awards.

The Company recorded VAP compensation expense of $ 1.8 million, $ 9.2 million and $ 34.5 million for the years ended December 31, 2025, 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:

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

Year Ended December 31, 2025

5 unchanged sentences

Balance, end of year

1,528,809 $ 15.32

Hamilton Insurance Group, Ltd.

1 unchanged sentence

Performance Stock Units

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.

During the years ended December 31, 2025 and 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.

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.

During the year ended December 31, 2023, 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.

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:

1 unchanged sentence

Number of PSUs

Weighted-Average Grant Date Fair Value

Balance, beginning of year

1,303,448 $ 15.47

Granted 254,766 $ 18.41

2 unchanged sentences

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.

1,622,224 $ 16.39

The Company's warrants were issued in 2014, had a 10-year term and were fully exercised by 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:

The following table presents a summary of those warrants:

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

2 unchanged sentences

At December 31, 2023

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

At December 31, 2023

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

3 unchanged sentences

Board of Directors' Fees

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.

Prior to the 2025 inception of non-employee director RSU Grants, 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 and 2023 was $ 0.6 million and $ 0.6 million, respectively.

Hamilton Insurance Group, Ltd.

3 unchanged sentences

Years Ended December 31,

($ in thousands, except share and per share information) 2024 2023 2022

($ and shares in thousands, except per share information) 2025 2024 2023

Net income (loss) attributable to common shareholders

5 unchanged sentences

Diluted income (loss) per share attributable to common shareholders $ 5.55 $ 3.67 $ 2.44

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.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025, 2024 and 2023, common shares available for issuance under share based compensation plans of fewer than 0.1 million, Nil , and 0.4 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 Group and its Bermuda domiciled subsidiaries were not subject to income tax in Bermuda in 2024 and prior.

2 unchanged sentences

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.

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.

The legislation includes a provision referred to as the Economic Transition Adjustment ("ETA"), which is intended to provide a fair and equitable transition into the tax regime.

As of December 31, 2025, the Company holds a deferred tax asset of $ 35.4 million relating to the ETA on its balance sheet, which it expects to utilize to reduce future taxes paid.

The Company expects to incur increased taxes on its Bermuda-sourced income beginning in 2030.

Hamilton Group has global subsidiaries and branches that are subject to tax in the jurisdictions in which they operate.

12 unchanged sentences

Income (loss) before income tax $ 824,905 $ 621,560 $ 255,221

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

Income tax expense (benefit) consists of the following components:

17 unchanged sentences

Notes to the Consolidated Financial Statements

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):

The following table reconciles taxes pursuant to the format prescribed by ASU 2023-09 Income Taxes , which requires expanded disclosures for all years beginning after December 15, 2024.

Although the Company is not an in-scope company for purposes of the Bermuda Corporate income tax, the reconciliation is presented using Bermuda’s statutory income tax rate for in-scope companies of 15%.

This presentation as an in-scope company with adjustment for the effect of the Bermuda Limited International Footprint exemption aligns with the intent of ASU 2023-09.

Year Ended December 31, 2025

($ in thousands)

Bermuda statutory tax rate at 15% $ 123,736 15.0 %

Foreign tax effects:

United Kingdom:

Statutory tax rate differential 7,116 0.9 %

Change in valuation allowance ( 43,392 ) ( 5.3 ) %

United States:

Statutory tax rate differential 1,834 0.2 %

State and local income taxes, net of federal benefit 3 0.0 %

Change in valuation allowance ( 2,429 ) ( 0.3 ) %

Withholding tax 9,179 1.1 %

Statutory tax rate differential ( 25 ) 0.0 %

Change in valuation allowance ( 128 ) 0.0 %

Nontaxable or Nondeductible Items:

Bermuda Limited International Footprint Exemption ( 68,820 ) ( 8.3 ) %

Non-controlling interest ( 39,504 ) ( 4.8 ) %

Share based compensation ( 2,582 ) ( 0.3 ) %

Other 242 0.0 %

Other adjustments ( 354 ) 0.0 %

Total income tax expense (benefit):

$ ( 15,124 ) ( 1.8 ) %

Hamilton Insurance Group, Ltd.

Notes to the Consolidated Financial Statements

For comparative purposes, the following table presents a reconciliation of taxes calculated using the historical 0% Bermudian statutory rate (the tax rate at which the majority of Hamilton Group's worldwide operations are effectively taxed) to the income tax expense (benefit) on pre-tax income (loss):

Years Ended December 31,

5 unchanged sentences

Change in valuation allowance ( 45,948 ) ( 12,496 ) ( 3,567 )

Impairment of goodwill — — 4,161

Other permanent adjustments ( 2,316 ) ( 318 ) ( 42 )

6 unchanged sentences

$ ( 15,124 ) $ 8,402 $ ( 25,066 )

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.

The following table presents net income tax (refunds) payments by jurisdiction for the years ended December 31, 2025, 2024 and 2023, respectively.

Years Ended December 31,

2025 2024 2023

Bermuda corporate income tax $ — $ — $ —

Foreign taxes

United States 16,723 10,661 4,415

Other foreign ( 254 ) ( 240 ) ( 204 )

Total net income tax payments (refunds) $ 16,469 $ 10,421 $ 4,211

Deferred tax assets and liabilities are valued at the tax rate at which they are expected to be realized.

4 unchanged sentences

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.

deferred tax assets and liabilities continued to occur until January 1, 2024, when both the current and deferred tax rates were aligned at 25%.

The revaluation of the deferred tax assets resulted in a tax expense (benefit) of $ Nil , $ Nil and $ 0.3 million for the years ended December 31, 2025, 2024 and 2023, 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 , $ Nil , and $ 0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Hamilton Insurance Group, Ltd.

13 unchanged sentences

Capital loss carryforward 1,472 1,733

deferred interest 685 5,278

Deferred acquisition costs 547 ( 1,540 )

Loss portfolio transfer 263 2,356

Other — 4,258

Total deferred tax assets 105,775 115,631

Total gross deferred tax assets 103,208 105,775

valuation allowance ( 17,084 ) ( 63,032 )

Total net deferred tax assets 86,124 42,743

Deferred tax liabilities:

4 unchanged sentences

Total deferred tax liabilities ( 35,767 ) ( 21,539 )

Net deferred tax asset (liability) before valuation allowance 84,236 95,226

Valuation allowance ( 63,032 ) ( 75,528 )

Net deferred tax asset (liability) $ 50,357 $ 21,204

1 unchanged sentence

Changes in valuation allowances from period to period are included in income tax expense (benefit) in the period of change.

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 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.

When evaluating the Company’s ability to realize the benefit of its deferred tax assets, the Company considers the relevant impact of all available positive and negative evidence, including historical earnings, expected future earnings, carryback and carryforward periods and strategies (if available) that would result in the realization of a deferred tax asset.

Future realization of the Company’s deferred tax asset depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income versus capital gains) to utilize the deferred tax assets within the applicable carry-forward periods provided under the tax law.

Of the $ 17.1 million valuation allowance recorded at December 31, 2025, $ 9.2 million related to deferred tax assets on net operating losses and other deferred tax benefits in the U.K., $ 7.0 million related to deferred tax assets on net operating losses and other deferred tax benefits in the U.S.

and $ 0.9 million related to deferred tax assets on net operating losses and other deferred tax benefits in Ireland.

It is not expected that these companies will generate sufficient future taxable income to utilize their deferred tax assets.

In the fourth quarter of 2025, the Company recorded tax benefits of $ 43.4 million, $ 2.4 million and $ 0.2 million arising from the net release of valuation allowances against deferred tax assets in its U.K., U.S.

and Irish domiciled subsidiaries, respectively.

The Company's U.K.

domiciled entities had previously built up substantial deferred tax assets, primarily due to net operating loss carryforwards, which primarily related to prior years' pre-tax losses in these entities.

Valuation allowances had been established on these deferred tax assets prior to the fourth quarter of 2025 because the subsidiaries did not expect to earn sufficient future taxable income to utilize them.

The profitability of the U.K.

subsidiaries improved significantly in the past few years, supporting the conclusion that the majority of their deferred tax assets are realizable.

Hamilton Insurance Group, Ltd.

11 unchanged sentences

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.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized less than $ 0.1 million interest income or expense.

There was no accrued interest as of December 31, 2025.

9 unchanged sentences

Government related entities, none of the Company’s fixed maturity and short-term investments exceeded 10% of shareholders’ equity at December 31, 2025.

The Company evaluates the financial condition of its reinsurers, whom primarily consist of highly rated reinsurers and may require collateralization of those recoverable balances.

The Company evaluates the financial condition of its reinsurers, who primarily consist of highly rated reinsurers and may require collateralization of those recoverable balances.

See Note 2g, Credit Loss Provisions and Note 7, Reinsurance , for further details.

4 unchanged sentences

These leases expire at various dates through 2030, with a weighted average lease term of 2.0 years.

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.

In accordance with ASU 2016-02 Leases, the Company's balance sheet reflects a $ 6.7 million and $ 9.1 million right of use asset in " Other assets " and a discounted lease liability of $ 7.1 million and $ 9.2 million in " Accounts payable and accrued expenses ", as at December 31, 2025 and 2024, respectively.

The discounted lease liability was calculated with reference to weighted average discount rates of 5.38 % and 5.30 % as at December 31, 2025 and 2024, respectively.

5 unchanged sentences

Year ended December 31,

Thereafter 118

Total undiscounted lease liabilities 8,012

22 unchanged sentences

Ada Capital Management Limited

In 2020, the Company established ACML, an insurance agent authorized to underwrite on behalf of Ada Re, as more fully described in Note 1, Organization .

ACML is the Company's insurance agent authorized to underwrite on behalf of Ada Re, as more fully described in Note 1, Organization .

The following tables summarize the impact of transactions with Ada Re:

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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.

Special Dividend

On February 18, 2026, the Company’s Board of Directors declared a special dividend of $ 2.00 per common share outstanding, which will result in an aggregate payment of approximately $ 206.0 million.

The dividend is payable on March 30, 2026, to common shareholders of record on March 6, 2026.

Share Repurchases

From January 1 to February 24, 2026, the Company repurchased 0.1 million Class B common shares at an aggregate cost of $ 1.9 million.

As of February 24, 2026, $ 176.6 million remained available for repurchase under the Authorization.

Index to Schedules to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm on Schedules

I Summary of Investments other than Investments in Related Parties

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III Supplementary Insurance Information

IV Supplemental Schedule of Reinsurance Premiums

IV Supplemental Schedule of Reinsurance

V Valuation and Qualifying Accounts

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Schedules other than those listed above are omitted because they are not applicable.

Report of Independent Registered Public Accounting Firm

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, 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.

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

In our opinion, the schedules present fairly, in all material respects, the information set forth therein when considered in conjunction with the consolidated financial statements.

/s/ Ernst & Young Ltd.

Hamilton, Bermuda

February 27, 2025

HAMILTON INSURANCE GROUP, LTD.

AND SUBSIDIARIES

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(THOUSANDS OF UNITED STATES DOLLARS)

($ in thousands) December 31, 2024 December 31, 2023

($ in thousands) 2025 2024

Cash and cash equivalents $ 28,753 $ 13,624

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3,633 54 — 3,687

(1) Deducted from Premiums Receivable and Paid and Unpaid losses and loss adjustment expenses recoverable.

(1) Deducted from Premiums receivable, and Paid losses recoverable and Unpaid losses and loss adjustment expenses recoverable.

HAMILTON INSURANCE GROUP, LTD.

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(THOUSANDS OF UNITED STATES DOLLARS)

($ in thousands)

Affiliation with Registrant

Deferred policy

acquisition costs Reserves for unpaid claims and claim adjustments expenses Discount, if any, deducted Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss)

($ in thousands)

Affiliation with Registrant

Consolidated subsidiaries

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Year ended December 31, 2023 $ 156,895 $ 3,030,037 $ — $ 911,222 $ 1,318,533 $ 240,066

Claims and claims adjustment expenses incurred related to

($ in thousands)

Amortization of deferred policy acquisition costs Paid claims and claim adjusted expenses Net premiums written

($ in thousands) Claims and claims adjustment expenses incurred related to

Affiliation with Registrant

Current Year Prior Year Amortization of deferred policy acquisition costs Paid claims and claim adjusted expenses Net premiums written

Current Year Prior Year

Consolidated subsidiaries

3 unchanged sentences

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