Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(b) and 15d-15(b) of the Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, at December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in Company reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as amended. Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and to reflect management’s judgments and estimates concerning effects of events and transactions that are accounted for or disclosed.
Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
There are inherent limitations to the effectiveness of any controls. Our Board and management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. Controls, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls are met. Further, we believe that the design of controls must reflect appropriate resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in controls, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed our internal control over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
Ernst & Young Ltd, the independent registered public accountants who audited our consolidated financial statements included in this Form 10-K, audited our internal control over financial reporting as of December 31, 2025 and their attestation report on our internal control over financial reporting is included herein.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Hamilton Insurance Group, Ltd.
Opinion on Internal Control Over Financial Reporting
We have audited Hamilton Insurance Group, Ltd.’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. (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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young Ltd.
Hamilton, Bermuda
February 25, 2026
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Item 9B. Other Information
Securities Trading Plans of Directors and Executive Officers
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.
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
None.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
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 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. We intend to file our Proxy Statement no later than 120 days after the close of the fiscal year.
Item 11. Executive Compensation
The information required by this Item relating to executive compensation is incorporated herein by reference to information included in our Proxy Statement for the 2026 Annual General Meeting of Shareholders. We intend to file our Proxy Statement no later than 120 days after the close of the fiscal year.
Item 12. 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 later than 120 days after the close of the fiscal year.
Item 13. 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 later than 120 days after the close of the fiscal year.
Item 14. 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 later than 120 days after the close of the fiscal year.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
The accompanying audited consolidated financial statements of Hamilton Insurance Group, Ltd. and related notes thereto are listed in the accompanying Index to the Consolidated Financial Statements and are filed as part of this Form 10-K.
Financial Statement Schedules
The Schedules to the accompanying audited consolidated financial statements of Hamilton Insurance Group, Ltd. are listed in the accompanying Index to Schedules to the Consolidated Financial Statements and are filed as a part of this Form 10-K.
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Exhibit Index
Exhibit No. Description
3.1 Memorandum of Association of Hamilton Insurance Group, Ltd. (incorporated by reference to Exhibit 3.1 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
3.2 Fourth Amended and Restated Bye-laws of Hamilton Insurance Group, Ltd. (incorporated by reference to Exhibit 3.2 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
3.3 Certificate of Deposit of Memorandum of Increase of Share Capital of Hamilton Insurance Group, Ltd. delivered to the Registrar of Companies on January 8, 2014 (incorporated by reference to Exhibit 3.3 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed March 7, 2024)
3.3.1 Certificate of Deposit of Memorandum of Increase of Share Capital of Hamilton Insurance Group, Ltd. delivered to the Registrar of Companies on September 27, 2023 (incorporated by reference to Exhibit 3.3.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
4.1 Registration Rights Agreement, dated as of December 23, 2013, by and among Hamilton Insurance Group, Ltd. and the parties set forth therein (incorporated by reference to Exhibit 10.3 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
4.2 Shareholders Agreement, dated as of November 14, 2023, by and among Hamilton Insurance Group, Ltd. and the parties set forth therein (incorporated by reference to Exhibit 4.2 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
4.3 Description of Hamilton Insurance Group, Ltd.’s Securities (incorporated by reference to Exhibit 4.3 to Hamilton Insurance Group, Ltd.'s Annual Report on Form 10-K filed on March 7, 2024)
10.1 Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.2 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.2† Hamilton Insurance Group, Ltd. 2013 Equity Incentive Plan and Form of Award Agreements (incorporated by reference to Exhibit 10.4 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.3*† Hamilton Insurance Group, Ltd. 2023 Equity Incentive Plan, 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. Value Appreciation Pool Rules and Form of Award Agreement (incorporated by reference to Exhibit 10.11 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.5† Amended and Restated Employment Agreement, dated as of September 12, 2023, between Hamilton Insurance Group, Ltd. and Giuseppina C. Albo (incorporated by reference to Exhibit 10.6 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.5.1† Addendum A dated March 6, 2024 to Amended and Restated Employment Agreement, dated as of September 12, 2023, between Hamilton Insurance Group, Ltd. and Giuseppina C. Albo (incorporated by reference to Exhibit 10.5.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
10.6† Employment Agreement, dated as of April 27, 2021, between Hamilton U.S. Services LLC and Craig Howie (incorporated by reference to Exhibit 10.7 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
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 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)
135
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)
10.8.2*† 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)
10.14 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. and Bank of Montreal, as amended by that certain First Amendment to Letter of Credit Agreement, dated as of August 11, 2023 (incorporated by reference to Exhibit 10.16 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.17 Second Amendment, dated as of August 12, 2024, to the Letter of Credit, dated as of August 13, 2021, among Hamilton Re, Ltd., Hamilton Insurance Designated Activity Company, Hamilton Insurance Group, Ltd. and Bank of Montreal (incorporated by reference to Exhibit 10.1 to Hamilton Insurance Group, Ltd.’s Current Report on Form 8-K filed on August 12, 2024)
10.18 Third Amended and Restated Reimbursement Agreement, dated as of August 30, 2017 (incorporated by reference to Exhibit 10.17 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.18.1 First Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2017 (incorporated by reference to Exhibit 10.14.1 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
10.18.2 Second Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2018 (incorporated by reference to Exhibit 10.14.2 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
10.18.3 Third Amendment to Third Amended and Restated Reimbursement Agreement, dated as of May 7, 2019 (incorporated by reference to Exhibit 10.14.3 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
10.18.4 Fourth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 16, 2019 (incorporated by reference to Exhibit 10.14.4 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
10.18.5 Fifth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2019 (incorporated by reference to Exhibit 10.14.5 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
10.18.6 Sixth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 29, 2020 (incorporated by reference to Exhibit 10.14.6 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
10.18.7 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)
136
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. 333-275000) filed on November 1, 2023)
10.18.10 Tenth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 26, 2023 (incorporated by reference to Exhibit 10.17.2 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on November 1, 2023)
10.18.11 Eleventh Amendment to Third Amended and Restated Reimbursement Agreement, dated as of November 24, 2023 (incorporated by reference to exhibit 10.14.11 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
10.18.12 Twelfth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of January 30, 2024 (incorporated by reference to Exhibit 10.14.12 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
10.18.13 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. (incorporated by reference to Exhibit 10.19 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.22 Fifth Amended and Restated Limited Liability Company Agreement of Two Sigma Hamilton Fund, LLC, dated as of July 1, 2023 (incorporated by reference to Exhibit 10.20 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.23 Investment Management Agreement, dated as of April 25, 2018 between DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) and Hamilton Insurance Group, Ltd., for itself and its subsidiaries and affiliates (incorporated by reference to Exhibit 10.21 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.24 Amended and Restated Discretionary Investment Management Agreement, dated as of June 6, 2018, by and between Hamilton Managing Agency Limited (formerly Pembroke Managing Agency Limited) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.22 of Hamilton Group Insurance, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.25 Discretionary Investment Management Agreement, dated as of July 1, 2019, by and between Hamilton Insurance Designated Activity Company (formerly Ironshore Europe DAC) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.23 of Hamilton Insurance Group, Ltd.’s Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
19 Hamilton Insurance Group, Ltd. 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.
137
23* Consent of Ernst & Young Ltd.
31.1* Certification of Chief Executive Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97 Hamilton Insurance Group, Ltd. Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to Hamilton Insurance Group, Ltd.’s Annual Report on Form 10-K filed on March 7, 2024)
* Filed herewith
† 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.
101.INS
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)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File
(embedded within the Inline XBRL document and included in Exhibit 101)
Item 16. Form 10-K Summary
None.
138
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 25, 2026.
HAMILTON INSURANCE GROUP, LTD.
(Registrant)
/s/ Giuseppina Albo
Giuseppina Albo
Chief Executive Officer
139
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 25, 2026.
By: /s/ Giuseppina Albo
Giuseppina Albo
Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ Craig Howie
Craig Howie
Group Chief Financial Officer
(Principal Financial Officer)
By: /s/ Brian Deegan
Brian Deegan
Group Chief Accounting Officer
(Principal Accounting Officer)
By: /s/ David A. Brown
David A. Brown
Director
By: /s/ Bradley Cooper
Bradley Cooper
Director
By: /s/ John J. Gauthier
John J. Gauthier
Director
By: /s/ Karen Green
Karen Green
Director
By: /s/ Anu Karna
Anu Karna
Director
140
By: /s/ Stephen W. Pacala
Stephen W. Pacala
Director
By: /s/ Neil Patterson
Neil Patterson
Director
By: /s/ Marvin Pestcoe
Marvin Pestcoe
Director
By: /s/ David Priebe
David Priebe
Director
By: /s/ Marc. N. Roston
Marc N. Roston
Director
By: /s/ Everard Barclay Simmons
Everard Barclay Simmons
Director
By: /s/ Therese Vaughan
Therese Vaughan
Director
141
GLOSSARY OF SELECTED TERMS
ACML Ada Capital Management Limited, our wholly owned subsidiary that provides underwriting agency services to Ada Re.
Acquisition expenses The aggregate expenses incurred by a company that relate directly to acquiring business, including broker commissions and other costs paid to distribution partners.
Ada Re Ada Re, Ltd. 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. Attritional Loss Ratio – prior year development is the attritional losses incurred by the company relating to prior years divided by net premium earned. Attritional losses and loss ratio – current year and prior year development are non-GAAP financial measures as defined in Item 10(e) of SEC Regulation S-K. Refer to “Basis of Presentation—Presentation of Financial Information–Non-GAAP Financial Measures” for further details.
Book value per common share Book value per common share is calculated by dividing total shareholders’ equity attributable to common shareholders by the number of common shares outstanding.
BMA Bermuda Monetary Authority.
Bordereaux A report prepared by an insurance company for a reinsurance company detailing either the policies that are covered by the reinsurance contract or the claims that are being submitted for payment under a reinsurance contract. These are usually for quota share treaties and are generally prepared on a quarterly basis.
Broker An intermediary who negotiates contracts of insurance or reinsurance, receiving a commission for placement and other services rendered, between (1) a policyholder and a primary insurer, on behalf of the policyholder, (2) a primary insurer and reinsurer, on behalf of the primary insurer, or (3) a reinsurer and a retrocessionaire, on behalf of the reinsurer.
Bye-laws The Company's fourth amended and restated bye-laws.
Capacity The amount of potential claims exposure that an insurer or reinsurer chooses to place at risk, or the dollar amount of exposure, that an insurer or reinsurer is willing or able to place at risk. Capacity may apply to a single risk, a program, a line of business or an entire book of business. Capacity may be constrained by legal restrictions, corporate restrictions, or indirect financial restrictions such as capital adequacy requirements.
Case reserves Loss reserves, established with respect to specific, individual reported claims that have not yet been paid.
Casualty Lines Types of insurance or reinsurance that is primarily concerned with the losses caused by injuries to third persons and their property (in other words, persons other than the policyholder) and the legal liability imposed on the policyholder resulting therefrom. Also referred to as liability reinsurance. It includes, but is not limited to workers’ compensation, automobile liability and general liability.
Catastrophe losses A large loss, typically involving multiple claimants and includes both natural catastrophes such as earthquakes, hurricanes, tsunamis, hailstorms, severe winter weather, floods, wildfires, tornadoes, and manmade disasters such as explosions and fire. Catastrophe losses may also arise from acts of war, acts of terrorism and political instability.
Catastrophe loss ratio – current year and prior year development Catastrophe Loss Ratio – current year is the catastrophe losses incurred by the company relating to the current year divided by net premium earned. Catastrophe Loss Ratio – prior year development is the catastrophe losses incurred by the company relating to prior years divided by net premium earned. Catastrophe losses and loss ratio – current year and prior year development are non-GAAP financial measures as defined in Item 10(e) of SEC Regulation S-K. Refer to “Basis of Presentation—Presentation of Financial Information—Non-GAAP Financial Measures” for further details.
CBI Central Bank of Ireland.
Cede; cedant; ceding company When a party reinsures some or all of its liability with another, it “cedes” business and is referred to as the “ceding company” or “cedant.”
142
Claim Request by an insured or reinsured for indemnification by an insurance or reinsurance company for loss incurred from an insured peril or event.
Claims Frequency The number of claims notified of during a given coverage period.
Class of Business Class of business includes property, casualty, and specialty business.
Collateralized Reinsurance A form of reinsurance in which the party assuming the risk is required to post collateral in order to cover any potential claim obligation. This allows non-traditional reinsurers, such as unrated carriers, to participate in the reinsurance market.
Combined Ratio Combined ratio is a measure of our underwriting profitability and is expressed as the sum of the losses and loss adjustment expense ratio, acquisition cost ratio and other underwriting expense ratio. A combined ratio under 100% indicates an underwriting profit, while a combined ratio over 100% indicates an underwriting loss.
Demand surge The temporary inflation of costs for building materials and labor resulting from increased demand for rebuilding services in the aftermath of a catastrophe.
Direct Insurance Direct Insurance means an insurance contract between an insurance company and a policyholder.
Excess of loss reinsurance Reinsurance which indemnifies the reinsured against that portion of losses and loss adjustment expenses incurred on the underlying policies in excess of a specified dollar or percentage loss ratio amount. Also known as non-proportional reinsurance.
Exclusions A listing of specific types of coverage or loss that are not covered by a given insurance, reinsurance or retrocession contract.
E&S Excess & Surplus lines.
Facultative Insurance Reinsurance in which the cedant cedes, and the reinsurer assumes, all or part of the risk under a single insurance contract. Facultative reinsurance is negotiated separately for each insurance contract that is reinsured and is usually intended to cover individual risks not covered by their reinsurance policies because of the limits involved or because the risk is unusual.
Gross premiums earned The portion of gross premiums written during or prior to a given period that was actually recognized as income revenue under U.S. GAAP accounting during such period.
Gross premiums written Total premiums for assumed insurance, reinsurance or retrocession cover that was contractually agreed to during a given period.
Incurred but not reported (IBNR) Expected payments for losses relating to insured events that have occurred but have not been reported to the reporting entity as of the statement date. As a practical matter, IBNR may include losses that have been reported to the reporting entity but have not yet been entered to the claims system or bulk provisions. Bulk provisions are reserves included with other IBNR reserves to reflect deficiencies in known case reserves.
Hamilton Group The Company and its subsidiaries and affiliates.
Hamilton ILS Hamilton ILS Holdings Limited, a Bermuda-based affiliate of Hamilton Re and the direct parent of Ada Capital Management Limited.
Hamilton Re Hamilton Re, Ltd., our Bermuda-based wholly-owned subsidiary that is regulated by the BMA and licensed to write property, casualty, and specialty insurance and reinsurance.
Hamilton Re US An arrangement between Hamilton Re and Hamilton ILS pursuant to which certain U.S. casualty and specialty reinsurance risks are written on the books of Hamilton Re.
Hamilton Select Hamilton Select Insurance Inc., our wholly-owned U.S. domestic-based E&S carrier that is authorized to market and sell E&S products in all 50 states.
HIDAC Hamilton Insurance Designated Activity Company, a Dublin-based insurer regulated by the CBI with a U.K. branch and a registered alien insurer with the NAIC affording access to write E&S business in all 50 states.
HMA or Hamilton Managing Agency Hamilton Managing Agency Limited, our Lloyd’s Managing Agent that manages syndicates including Hamilton Syndicate 4000 (wholly aligned syndicate).
HMGA Americas Hamilton Managing General Agency Americas, LLC, our wholly-owned U.S. subsidiary that has authority to write certain U.S. property, casualty, and specialty insurance and reinsurance on behalf of Hamilton Re, Lloyd’s Syndicate 4000 and HIDAC.
143
IELR Initial expected loss ratio.
Lead In some insurance markets, the brokers find takers for insurance risks on the market and establish the policy terms with a leading underwriter, who also takes on a substantial share of the risk. The broker then looks for further cover providers, known as following underwriters, who accept the terms established by the leading underwriter and accept a share of the risk. When a leading underwriter establishes the policy terms, it is called the “lead.”
Line of business Insurance or reinsurance line of business such as property, general liability, professional liability, automobile liability, or workers’ compensation.
Long tail Types of insurance or reinsurance contracts under which claims tend to take a relatively long time to be reported and/or settle. Examples include several types of casualty lines.
Loss adjustment expenses The expenses involved in settling claims, including legal and other fees, and the portion of general expenses allocated to claim settlement costs. Also known as claim adjustment expenses.
Loss and loss adjustment expense reserves/loss reserves Liabilities established by insurers and reinsurers to reflect the estimated costs of claim payments and the related expenses that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance policies it has issued. Loss and loss adjustment expense reserves consist of “case reserves,” or reserves established with respect to individual reported claims, and “IBNR reserves.”
Loss portfolio transfer A reinsurance contract or agreement in which an insurer cedes policies that have expired, often ones that have already incurred losses, to a reinsurer.
Loss and Loss Adjustment Expense Ratio A financial ratio calculated by dividing net losses and loss expenses by net premiums.
Losses occurring Contracts that cover claims arising from loss events that occur during the term of the reinsurance contract, although not necessarily reported during the term of the contract.
Managing Member Two Sigma Principals, LLC., the managing member of the TS Hamilton Fund.
NAIC National Association of Insurance Commissioners.
Net premiums earned The portion of net premiums written during or prior to a given period that was actually recognized as income during such period.
Net premiums written Gross premiums written for a given period less premiums ceded to reinsurers and retrocessionaires during such period.
Other underwriting expense ratio A ratio calculated by dividing non-acquisition expenses by net premiums. Examples of non-acquisition expenses include personnel costs, legal and professional fees, IT, travel and entertainment and communication costs. It also includes certain income items such as third-party fee income.
Personal lines Types of insurance or reinsurance written for individuals or families, rather than for businesses.
Premiums Premiums represent the cost of insurance that is paid by the policyholder or cedant to the insurer or the reinsurer for the risk being assumed.
Property catastrophe reinsurance Contracts that are typically “natural catastrophe” in nature, meaning they protect against losses from earthquakes and hurricanes, as well as other natural catastrophes such as tornadoes, wildfires, winter storms, and floods (where the contract specifically provides for coverage). Losses on these contracts typically stem from direct property damage and business interruption.
Property lines Types of insurance or reinsurance which provide coverage to a person with an insurable interest in tangible property for that person’s property loss, damage or loss of use caused by an insured peril.
Property reinsurance Types of insurance or reinsurance which provide coverage to a person with an insurable interest in tangible property for that person’s property loss, damage or loss of use caused by an insured peril.
Proportional reinsurance/Pro rata reinsurance/ Quota share reinsurance In proportional/pro rata/quota share treaty reinsurance, the reinsurer assumes a proportional share of the original premiums and losses incurred by the insurance company.
Reinstatement premiums The premium charged for the restoration of the reinsurance limit of an excess of loss contract to its full amount after payment by the reinsurer of losses as a result of an occurrence.
144
Reinsurance An arrangement in which an insurance company, the reinsurer, agrees to indemnify another insurance or reinsurance company, commonly referred to as the ceding company or cedant, for all or a portion of the insurance or reinsurance risks underwritten by the ceding company under one or more policies. Reinsurance does not legally discharge the primary insurer from its liability with respect to its obligations to the insured.
Retention Specific amount of loss that the ceding company or insured retains before the reinsurance limit applies.
Retrocession; retrocessional coverage A transaction whereby a reinsurer cedes to another reinsurer, commonly referred to as the retrocessionaire, all or part of the reinsurance that the first reinsurer has assumed. Retrocessional reinsurance does not legally discharge the ceding reinsurer from its liability with respect to its obligations to the reinsured.
Return on average common shareholders’ equity or ROACE Calculated by dividing net income (loss) attributable to common shareholders by average common shareholders’ equity for the same period. Average common shareholders’ equity is the arithmetic mean of opening and closing total common shareholders’ equity for the stated periods.
Short-tail Types of insurance or reinsurance contracts under which claims tend to take a relatively short time to be reported and/or settle. Examples include several types of property lines.
Specialty Insurance Types of insurance and reinsurance that provide coverage for risks that are often unusual or difficult to place and do not fit the underwriting criteria of standard commercial products carriers.
Specialty Lines (of Business) Include lines of business other than property or casualty, such as marine and energy, aviation, political violence and war and terror.
Submission An unprocessed application for insurance, reinsurance or retrocessional coverage forwarded to an insurer, reinsurer or retrocessionaire by a broker or intermediary on behalf of such prospective ceding insurer, reinsurer or retrocessionaire.
Tangible book value Calculated as total common shareholders' equity less goodwill and intangible assets as at the same date.
Tangible book value per common share Calculated by dividing tangible book value (as defined above) by the total number of common shares outstanding at the same date.
Treaty reinsurance The reinsurance of a specified type or category of risks defined in a reinsurance agreement (a “treaty”) between the primary insurer or other reinsured and a reinsurer. Typically, in treaty reinsurance, the primary insurer or reinsured is obligated to offer and the reinsurer is obligated to accept a specified portion of all of that type or category of risk originally written by the primary insurer or reinsured. A treaty is generally valid for a period of one year and contains common contract terms along with a specific risk definition, data on limit and retention, and provisions for premium and duration.
Two Sigma Two Sigma Investments, LP, an investment manager.
TS Hamilton Fund Two Sigma Hamilton Fund, LLC, a dedicated investment fund managed by Two Sigma for the Hamilton Group.
Underwriter An employee of an insurance or reinsurance company who examines, accepts or rejects risks and classifies accepted risks in order to charge an appropriate premium for each accepted risk.
Underwriting The insurer’s or reinsurer’s process of reviewing submissions for insurance or reinsurance coverage, deciding whether to accept all or part of the coverage requested and determining the applicable premiums.
Underwriting income (loss) A non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to net income (loss), the most comparable GAAP financial measure, is presented in “Management's Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Results of Operations.” Refer also to “Basis of Presentation—Presentation of Financial Information—Non-GAAP Financial Measures” for further details.
Unearned premium The portion of premiums written that is allocable to the unexpired portion of the policy term.
145
U.S. 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.
U.S. 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.
146
Index to the Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1277 )
F- 2
Consolidated Balance Sheets
F- 4
Consolidated Statements of Operations and Comprehensive Income (Loss)
F- 5
Consolidated Statements of Shareholders’ Equity
F- 6
Consolidated Statements of Cash Flows
F- 7
Notes to the Consolidated Financial Statements
Note 1. Organization
F- 8
Note 2. Summary of Significant Accounting Policies
F- 9
Note 3. Investments
F- 14
Note 4. Fair Value
F- 19
Note 5. Variable Interest Entities
F- 21
Note 6. Intangible Assets
F- 22
Note 7. Reinsurance
F- 23
Note 8. Reserve for Losses and Loss Adjustment Expenses
F- 26
Note 9. Segment Reporting
F- 37
Note 10. Debt and Credit Facilities
F- 41
Note 11. Share Capital
F- 43
Note 12. Share Incentive Plans
F- 46
Note 13. Earnings Per Share
F- 49
Note 14. Income Taxes
F- 49
Note 15. Commitments and Contingencies
F- 54
Note 16. Related Party Transactions
F- 56
Note 17. Statutory Requirements
F- 57
Note 18. Subsequent Events
F- 59
F-1
Report of Independent Registered Public Accounting Firm
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, 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. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
F-2
Valuation of Losses Incurred but not Reported
Description of
the Matter
As disclosed in Notes 2 and 8 of the consolidated financial statements, reserves for losses and loss adjustment expenses includes reserves for unpaid reported losses (Case reserves) and for losses incurred but not reported (IBNR reserves). At December 31, 2025, IBNR reserves represented a significant portion of the $4,415 million of reserves for losses and loss adjustment expenses.
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 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. These techniques include the loss development factor method, Bornheutter Ferguson method, the Initial Expected Loss Ratio method, and other techniques. These techniques rely on estimates of paid and reported loss development patterns and estimates of the loss ratio at the inception of the contract. The Company’s actuaries may use other approaches in addition to those described and supplement these methods with judgment depending upon the characteristics of the class of business and available data. Inherent in the estimates of ultimate losses and loss adjustment expenses are expected trends in claim severity and frequency, the expected duration of the respective claims development period, inadequacies in the data provided by industry participants, the potential for further reporting lags, significant uncertainty as it relates to legal issues under the relevant terms of insurance and reinsurance contracts and other factors, which may vary significantly as claims are settled.
Auditing management’s estimate for IBNR reserves was complex and required the involvement of our actuarial specialists due to the high degree of subjectivity inherent in management’s methods and assumptions used in the calculations which have a significant effect on the valuation of IBNR reserves.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the relevant controls over the estimation process for IBNR reserves. This included, among others, evaluating management’s controls over the actuarial methods and assumptions selected to determine their recorded estimate.
To test IBNR reserves, our procedures included, among others, the involvement of actuarial specialists to assist with the evaluation of the Company’s selection of significant actuarial methods and assumptions used in their analysis and a comparison of those methods used in prior periods and those used in the industry. We independently calculated a range of reasonable reserve estimates including performing independent projections and compared the range of reserve estimates to the Company’s recorded loss and loss adjustment expense reserves.
/s/ Ernst & Young Ltd.
We have served as the Company’s auditor since 2013.
Hamilton, Bermuda
February 25, 2026
F-3
Hamilton Insurance Group, Ltd.
Consolidated Balance Sheets
December 31,
($ in thousands, except share information)
2025 2024
Assets
Fixed maturity investments, at fair value
(amortized cost 2025: $ 3,210,940 ; 2024: $ 2,422,917 )
$ 3,238,543 $ 2,377,862
Short-term investments, at fair value (amortized cost 2025: $ 200,052 ; 2024: $ 495,630 )
200,459 497,110
Investments in Two Sigma Funds, at fair value (cost 2025: $ 1,355,563 ; 2024: $ 805,623 )
1,587,658 939,381
Total investments
5,026,660 3,814,353
Cash and cash equivalents
1,062,359 996,493
Restricted cash and cash equivalents
109,731 104,359
Premiums receivable
939,777 771,707
Paid losses recoverable
93,659 134,406
Deferred acquisition costs
257,203 208,985
Unpaid losses and loss adjustment expenses recoverable
1,375,857 1,171,040
Receivables for investments sold
58,029 74,006
Prepaid reinsurance
296,351 218,921
Intangible assets
86,624 93,121
Other assets
265,363 208,642
Total assets
$ 9,571,613 $ 7,796,033
Liabilities, non-controlling interest, and shareholders’ equity
Liabilities
Reserve for losses and loss adjustment expenses
$ 4,415,176 $ 3,532,491
Unearned premiums
1,377,474 1,122,277
Reinsurance balances payable
296,400 261,275
Payables for investments purchased
209,853 115,427
Term loan, net of issuance costs
149,743 149,945
Accounts payable and accrued expenses
177,320 185,361
Payables to related parties
123,376 100,420
Total liabilities
6,749,342 5,467,196
Non-controlling interest – TS Hamilton Fund
172 128
Shareholders’ equity
Common shares:
Class A, authorized (2025: 26,444,807 and 2024: 26,944,807 ), par value $ 0.01 ;
issued and outstanding (2025: 17,320,078 and 2024: 17,820,078 )
173 178
Class B, authorized (2025: 84,677,932 and 2024: 80,205,911 ), par value $ 0.01 ;
issued and outstanding (2025: 66,305,707 and 2024: 64,271,249 )
663 643
Class C, authorized (2025: 15,403,649 and 2024: 19,375,670 ), par value $ 0.01 ;
issued and outstanding (2025: 15,403,649 and 2024: 19,375,670 )
154 194
Additional paid-in capital
1,134,985 1,163,609
Accumulated other comprehensive loss
( 4,441 ) ( 4,441 )
Retained earnings
1,690,565 1,168,526
Total shareholders’ equity
2,822,099 2,328,709
Total liabilities, non-controlling interest, and shareholders’ equity
$ 9,571,613 $ 7,796,033
See accompanying notes to the consolidated financial statements.
F-4
Hamilton Insurance Group, Ltd.
Consolidated Statements of Operations and Comprehensive Income (Loss)
Years Ended December 31,
($ in thousands, except per share information)
2025 2024 2023
Revenues
Gross premiums written
$ 2,923,145 $ 2,422,582 $ 1,951,038
Reinsurance premiums ceded
( 635,602 ) ( 501,413 ) ( 470,600 )
Net premiums written
2,287,543 1,921,169 1,480,438
Net change in unearned premiums
( 177,767 ) ( 186,440 ) ( 161,905 )
Net premiums earned
2,109,776 1,734,729 1,318,533
Net realized and unrealized gains (losses) on investments 687,111 511,407 209,610
Net investment income (loss) 88,021 63,267 30,456
Total net realized and unrealized gains (losses) on investments and net investment income (loss) 775,132 574,674 240,066
Other income (loss)
26,601 23,752 18,631
Net foreign exchange gains (losses)
( 5,985 ) ( 3,231 ) ( 6,185 )
Total revenues
2,905,524 2,329,924 1,571,045
Expenses
Losses and loss adjustment expenses
1,258,521 1,010,173 714,603
Acquisition costs
507,290 388,931 309,148
General and administrative expenses
278,910 271,124 259,856
Amortization of intangible assets
15,709 15,520 10,783
Interest expense
20,189 22,616 21,434
Total expenses
2,080,619 1,708,364 1,315,824
Income (loss) before income tax
824,905 621,560 255,221
Income tax expense (benefit)
( 15,124 ) 8,402 ( 25,066 )
Net income (loss)
840,029 613,158 280,287
Net income (loss) attributable to non-controlling interest
263,359 212,729 21,560
Net income (loss) and other comprehensive income (loss) attributable to common shareholders
$ 576,670 $ 400,429 $ 258,727
Per share data
Basic income (loss) per share attributable to common shareholders
$ 5.75 $ 3.81 $ 2.47
Diluted income (loss) per share attributable to common shareholders
$ 5.55 $ 3.67 $ 2.44
See accompanying notes to the consolidated financial statements.
F-5
Hamilton Insurance Group, Ltd.
Consolidated Statements of Shareholders' Equity
Years Ended December 31,
($ in thousands) 2025 2024 2023
Common shares
Balance, beginning of year
$ 1,015 $ 1,101 $ 1,030
Issuance of common shares
25 26 73
Repurchases of common shares
( 50 ) ( 112 ) ( 2 )
Balance, end of year
990 1,015 1,101
Additional paid-in capital
Balance, beginning of year
1,163,609 1,249,817 1,120,242
Issuance of common shares
( 26 ) 370 82,924
Repurchases of common shares
( 57,858 ) ( 116,962 ) ( 1,896 )
Share compensation expense
29,260 30,384 48,547
Balance, end of year
1,134,985 1,163,609 1,249,817
Accumulated other comprehensive income (loss)
Balance, beginning and end of year
( 4,441 ) ( 4,441 ) ( 4,441 )
Retained earnings
Balance, beginning of year
1,168,526 801,373 547,352
Net income (loss)
840,029 613,158 280,287
Net income (loss) attributable to non-controlling interest
( 263,359 ) ( 212,729 ) ( 21,560 )
Share compensation expense — — ( 4,169 )
Repurchases of common shares
( 54,631 ) ( 33,276 ) ( 537 )
Balance, end of year
1,690,565 1,168,526 801,373
Total shareholders’ equity
$ 2,822,099 $ 2,328,709 $ 2,047,850
See accompanying notes to the consolidated financial statements.
F-6
Hamilton Insurance Group, Ltd.
Consolidated Statements of Cash Flows
Years Ended December 31,
($ in thousands) 2025 2024 2023
Operating activities
Net income (loss)
$ 840,029 $ 613,158 $ 280,287
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
15,931 16,466 12,410
Share compensation expense
29,260 30,384 44,378
Net realized (gains) losses on investments
( 517,147 ) ( 468,068 ) ( 84,513 )
Change in net unrealized (gains) losses on investments
( 169,964 ) ( 43,339 ) ( 125,097 )
Other items
( 28,668 ) 3,831 ( 6,529 )
Change in:
Premiums receivable
( 168,070 ) ( 113,344 ) ( 135,693 )
Paid losses recoverable
40,747 10,796 ( 54,547 )
Deferred acquisition costs
( 48,218 ) ( 52,090 ) ( 41,748 )
Prepaid reinsurance
( 77,430 ) ( 24,615 ) ( 29,993 )
Unpaid losses and loss adjustment expenses recoverable
( 204,817 ) ( 9,963 ) 16,786
Other assets
( 57,225 ) 1,158 ( 42,669 )
Reserve for losses and loss adjustment expenses
882,685 502,454 173,762
Unearned premiums
255,197 211,055 193,034
Reinsurance balances payable
35,125 ( 11,035 ) 27,990
Accounts payable and accrued expenses and other
14,915 92,455 55,297
Net cash provided by (used in) operating activities
842,350 759,303 283,155
Investing activities
Proceeds from redemptions from Two Sigma Funds
2,653,514 2,874,348 2,591,705
Contributions to Two Sigma Funds
( 2,714,816 ) ( 2,481,159 ) ( 2,554,888 )
Purchases of fixed maturity investments
( 2,485,469 ) ( 1,929,974 ) ( 1,221,576 )
Proceeds from sales, redemptions and maturity of
fixed maturity investments
1,714,309 1,381,128 688,978
Purchases of short-term investments
( 1,099,689 ) ( 1,831,596 ) ( 1,506,241 )
Proceeds from sales of short-term investments
1,416,590 1,804,670 1,389,409
Change in receivables for investments sold
15,977 ( 31,587 ) ( 42,048 )
Change in payables for investments purchased
94,426 48,821 18,511
Other
( 8,929 ) ( 18,811 ) ( 15,938 )
Net cash provided by (used in) investing activities
( 414,087 ) ( 184,160 ) ( 652,088 )
Financing activities
Issuance of common shares
25 26 73
Repurchases of common shares
( 112,539 ) ( 150,350 ) ( 2,435 )
Contribution of additional paid-in capital
( 26 ) 370 82,924
Term loan, net of issuance costs
( 311 ) — —
Withdrawal of non-controlling interest
( 263,315 ) ( 212,734 ) ( 21,546 )
Net cash provided by (used in) financing activities
( 376,166 ) ( 362,688 ) 59,016
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
19,141 ( 12,463 ) 3,574
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
71,238 199,992 ( 306,343 )
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 year
$ 1,172,090 $ 1,100,852 $ 900,860
Net income taxes paid
$ 16,469 $ 10,662 $ 4,211
Interest paid
$ 21,673 $ 22,419 $ 21,608
See accompanying notes to the consolidated financial statements.
F-7
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
1. Organization
Hamilton Insurance Group, Ltd. ("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 New York Stock Exchange ("NYSE").
Our Bermuda operations are led by Hamilton Re, Ltd. ("Hamilton Re"), a registered Class 4 insurer incorporated in Bermuda. Hamilton Re writes property, casualty and specialty insurance and reinsurance on a global basis.
Hamilton Re US is a tax partnership that was formed pursuant to an arrangement between Hamilton Re and its Bermuda-incorporated affiliate, Hamilton ILS Holdings Limited. The tax partnership is treated as a U.S. corporation for U.S. tax purposes and is registered with the U.S. Internal Revenue Service, such that underwriting and investment income derived from capital allocated to Hamilton Re US are subject to U.S. taxation.
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. ("Ada Re").
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.
Our Dublin operations are comprised of Hamilton Insurance Designated Activity Company ("HIDAC"), a Dublin-based insurer with a U.K. branch and extensive licensing in the United States, including excess and surplus lines and reinsurance in all 50 states.
Hamilton Managing General Agency Americas LLC ("HMGA Americas") is licensed throughout the United States and underwrites on behalf of the Group's London, Dublin and Bermuda operations solely in respect of Hamilton Re US, providing access from the U.S. to the Lloyd's market, the Group's rated Irish carrier and the Group's Bermuda balance sheet, respectively.
Hamilton Select Insurance Inc. ("Hamilton Select") is a U.S. domestic excess and surplus lines carrier incorporated in Delaware and authorized to write excess and surplus business in all 50 states.
Two Sigma Hamilton Fund, LLC ("TS Hamilton Fund"), is a Delaware limited liability company. 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. 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. Two Sigma is a United States Securities and Exchange Commission registered investment adviser specializing in quantitative analysis (see Note 3, Investments for further details).
Unconsolidated Related Parties
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. See Note 7, Reinsurance for further details.
F-8
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
a. Basis of Presentation
These audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of Hamilton Group, Hamilton Re, Hamilton U.K. Holdings Limited, Hamilton Select, HMGA Americas, ACML, and TS Hamilton Fund (collectively the "Company"). All significant intercompany transactions and balances have been eliminated on consolidation . Certain comparative information has been reclassified to conform to the current year presentation.
b. Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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.
c. 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.
Where the Company has elected to account for certain of its assets and liabilities at fair value in accordance with FASB ASC Topic Fair Value Measurements and Disclosures , the Company recognizes the change in unrealized gains and losses arising from changes in fair value in its statements of operations. See Note 2j, Investments for further detail.
d. Premiums and Acquisition Costs
Premiums written and ceded on a losses occurring basis are earned pro-rata over the terms of the related contracts and policies. For contracts written on a risks-attaching basis, premiums written and ceded are earned over the terms of the underlying contracts and policies. Premiums written and ceded include estimates based on information received from insureds, brokers and ceding companies, and any subsequent differences arising on such estimates are recorded in the periods in which they are determined. The portion of the premiums written and ceded applicable to the unexpired terms of the underlying contracts and policies are recorded as unearned premiums and prepaid reinsurance premiums, respectively. Amounts are computed by pro-rata methods based on statistical data or reports received from insureds, brokers or ceding companies. Reinstatement premiums are estimated after the occurrence of a significant loss and are recorded in accordance with the contract terms based upon paid losses and case reserves. Reinstatement premiums are earned when written.
Acquisition expenses are costs that vary with, and are directly related to, the successful acquisition of new or renewal business and consist principally of commissions, brokerage and premium tax expenses. These costs are deferred and amortized over the periods in which the related premiums are earned. Deferred acquisition costs are limited to their estimated realizable value based on the related unearned premiums. Anticipated losses and loss adjustment expenses, based on historical and current experience, and anticipated net investment income related to the premiums are considered in determining the recoverability of deferred acquisition costs.
e. Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of fixed maturity and short-term investments, cash and cash equivalents, premiums receivable and reinsurance balances recoverable. Cash and cash equivalents are held with financial institutions of high credit quality, and fixed maturity and short-term investments primarily consist of U.S. government, U.S. government agencies, and high credit quality issuers of corporate and debt securities. The Company limits the amount of credit exposure with any one financial institution or issuer and believe that no significant concentration of credit risk exists with respect to cash and investments.
F-9
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
f. Reinsurance
In the normal course of business, the Company seeks to reduce the potential amount of loss arising from claims events by reinsuring certain levels of risk with other reinsurers. Ceded reinsurance contracts do not relieve the Company of its primary obligation to policyholders. Prepaid reinsurance represents the portion of premiums ceded to reinsurers applicable to the unexpired coverage terms of the reinsurance contracts in place. Amounts recoverable from reinsurers are estimated based on the terms and conditions of the reinsurance contracts, in a manner consistent with the underlying liabilities insured or reinsured by the Company. If the Company determines that adjustments to earlier estimates are appropriate, such adjustments are recorded in the periods in which they are determined. Amounts recoverable from reinsurers are recorded net of an allowance for expected credit losses. See Note 7, Reinsurance , for further details.
Retroactive reinsurance agreements are reinsurance agreements under which a reinsurer agrees to reimburse the Company as a result of past insurable events. 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 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.
g. Credit Loss Provisions
The Company routinely evaluates its premiums receivable and paid and unpaid losses recoverable for potential specific credit or collection issues that might indicate an impairment. Premiums receivable and paid and unpaid losses recoverable are presented net of the resulting credit provisions, with the corresponding debits offset against gross premiums written or losses and loss adjustment expenses, as applicable, in the consolidated statement of operations and comprehensive income (loss).
The method for calculating the best estimate of losses depends on the size, nature, and risk characteristics of the related underwriting receivable. Such an estimate requires consideration of historical loss experience, current economic conditions, and judgments about the probable effects of relevant observable data, including historical information, counterparty financial strength ratings and the extent of collateralization. The underlying assumptions, estimates and assessments are updated periodically to reflect the Company's view of current conditions. Changes in estimates may significantly affect the allowance and provision for losses. It is possible that the Company's actual credit loss experience will differ materially from current estimates. Adjustments, if any, are recorded in earnings in the periods in which they become known. See Note 7, Reinsurance , for further details.
h. Reserve for Losses and Loss Adjustment Expenses
The reserve for losses and loss adjustment expenses includes reserves for unpaid reported losses and for losses incurred but not reported ("IBNR"). The reserve for unpaid reported losses and loss adjustment expenses is established by management based on reports from insureds, brokers and ceding companies and represents the estimated ultimate cost of events or conditions that have been reported to or specifically identified by the Company. The reserve for IBNR losses and loss adjustment expenses is established by management based on estimates of ultimate losses and loss adjustment expenses.
Inherent in the estimates of ultimate losses and loss adjustment expenses are expected trends in claim severity and frequency, the expected duration of the respective claims development period, inadequacies in the data provided by industry participants, the potential for further reporting lags, significant uncertainty as it relates to legal issues under the relevant terms of insurance and reinsurance contracts, and other factors, which may vary significantly as claims are settled. Accordingly, ultimate losses and loss adjustment expenses may differ materially from the amounts recorded in the financial statements. These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments, if any, are recorded in earnings in the periods in which they become known. See Note 8, Reserve for Losses and Loss Adjustment Expenses , for further details.
F-10
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
i. Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents include money market funds and highly liquid short-term deposits and securities with maturities of 90 days or less at the time of purchase. Money market funds are classified as Level 1 as these instruments are considered actively traded; however, certificates of deposit are classified as Level 2.
Restricted cash and cash equivalents typically relates to funds held in trust supporting a portion of the Lloyd's capital requirements and other underwriting obligations. See Note 3, Investments , for further details.
j. Investments
Investments - Trading
The Company elects the fair value option for its fixed maturity investments, short-term investments and certain other invested assets (excluding those that are accounted for using specialized investment company accounting as noted below). All changes in the fair value of investments are recorded within net realized and unrealized gains (losses) on investments in the consolidated statements of operations. See Note 4, Fair Value , for further details.
All investment transactions are recorded on a trade-date basis and are valued using pricing data received from third parties. Realized gains or losses on sales of investments are determined on a weighted average basis. Investment income is recognized when earned and includes interest and dividend income, recorded as of the ex-dividend date, together with the amortization of premium and discount on fixed maturities and short-term investments computed using the effective yield method. Net investment income includes related investment expenses.
Short-Term Investments
Short-term investments comprise securities with a maturity greater than three months but less than one year from the date of purchase.
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 sheets. Increases or decreases in such fair values are recorded within net realized and unrealized gains (losses) on investments in the consolidated statements of operations. Realized gains or losses upon any withdrawals of investments in the Two Sigma Funds are calculated using the weighted average method. The assets and liabilities of the Two Sigma Funds are recorded at fair value, or at amounts approximating fair value. The Company records contributions and withdrawals related to its investments in the Two Sigma Funds on the transaction date.
The specialized investment company accounting, as described above, is retained in the Company’s audited consolidated financial statements upon consolidation of TS Hamilton Fund.
k. Foreign Exchange
Monetary assets and liabilities denominated in foreign currencies are revalued into the functional currency of each entity using the exchange rates in effect at the balance sheet date, with the resulting foreign exchange gains and losses included in earnings. Revenues and expenses denominated in foreign currencies are revalued at the exchange rates in effect on the transaction date.
The Company’s reporting currency as at December 31, 2025 is the U.S. dollar ("USD"). The functional currency of the Company's U.K. subsidiaries changed from GBP to USD on January 1, 2017. The accumulated other comprehensive loss recorded prior to the change in functional currency will remain on the balance sheet until such time as the U.K. operations are sold, or substantially liquidated.
F-11
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
l. Share Based Compensation
The Company issues restricted stock units, performance stock units and warrants and may issue other equity-based awards to its employees. Compensation cost is measured at the grant date fair value and expensed over the period for which the employee is required to provide services in exchange for the award. For awards subject to graded vesting, the awards are separated into vesting tranches, which are amortized over their respective vesting periods. Forfeitures are recognized as they occur.
See Note 12, Share Incentive Plans , for further details of the accounting treatment for the Value Appreciation Pool ("VAP").
m. Intangible Assets
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.
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. Finite lived intangible assets are reviewed for indicators of impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable and tested for impairment if appropriate. If indefinite lived intangible assets are impaired, they are written down to their estimated fair value with a corresponding expense recorded in the Company's consolidated statement of operations.
As part of the annual impairment test of finite lived intangible assets, the Company has the option to first assess qualitative factors to determine whether it's necessary to perform a quantitative impairment test. Under this option, the Company would not be required to calculate the fair value of a reporting unit unless the Company determines, based on its qualitative assessment, that it is more likely than not that a reporting unit's fair value is less than its carrying amount. If finite lived intangible assets are impaired, they are written down to their estimated fair value with a corresponding expense recorded in the Company's consolidated statement of operations.
n. Variable Interest Entities
The Company accounts for variable interest entities ("VIE") in accordance with GAAP guidance, which requires the consolidation of all VIEs by the primary beneficiary: the investor that has the power to direct the activities of the VIE and will absorb a majority of the VIE’s expected losses or residual returns. The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: (i) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (ii) the VIE’s capital structure; (iii) the terms between the VIE and its variable interest holders and other parties involved with the VIE; (iv) which variable interest holders have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; (v) which variable interest holders have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; and (vi) related party relationships. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. The Company also reassesses its determination of whether the Company is the primary beneficiary of a VIE upon changes in facts and circumstances that could potentially alter the Company’s assessment.
o. Non-Controlling Interest
The share classes related to the redeemable non-controlling interest portion of TS Hamilton Fund are not considered liabilities in accordance with GAAP and have redemption features that are not solely within the control of TS Hamilton Fund. Therefore, the redeemable non-controlling interest in TS Hamilton Fund is presented in the mezzanine section on the Company’s consolidated balance sheets. The net income or loss attributable to non-controlling interest is presented separately in the Company’s consolidated statements of operations. See Note 5, Variable Interest Entities , for further details.
p. Earnings Per Share
The Company calculates earnings per share in accordance with FASB ASC Topic Earnings per Share . 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 are assumed to vest and all dilutive warrants to be exercised during the period.
F-12
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
q. Income Taxes
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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the fiscal period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if it is not more likely than not that all, or some portion, of the benefits related to deferred tax assets will be realized. The valuation allowance assessment considers tax planning strategies, where applicable.
r. 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.
s. Recent Accounting Pronouncements
Recently Adopted 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. 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. Early adoption is permitted. The Company is currently evaluating the impact of this guidance.
F-13
Hamilton Insurance Group, Ltd.
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.
3. Investments
Fixed Maturity and Short-Term Investments - Trading
The Company’s fixed maturity and short-term investments are as follows:
December 31, 2025
($ in thousands)
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Fixed maturities:
U.S. government treasuries $ 795,780 $ 4,782 $ ( 2,728 ) $ 797,834
U.S. states, territories and municipalities 12,924 89 ( 53 ) 12,960
Non-U.S. sovereign governments and supranationals 108,296 3,102 ( 537 ) 110,861
Corporate 1,557,582 29,899 ( 3,337 ) 1,584,144
Residential mortgage-backed securities - Agency 370,516 4,419 ( 9,285 ) 365,650
Residential mortgage-backed securities - Non-agency 33,052 319 ( 826 ) 32,545
Commercial mortgage-backed securities - Non-agency 94,223 835 ( 360 ) 94,698
Other asset-backed securities 238,567 1,401 ( 117 ) 239,851
Total fixed maturities 3,210,940 44,846 ( 17,243 ) 3,238,543
Short-term investments
200,052 419 ( 12 ) 200,459
Total $ 3,410,992 $ 45,265 $ ( 17,255 ) $ 3,439,002
December 31, 2024
($ in thousands)
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Fixed maturities:
U.S. government treasuries $ 724,785 $ 611 $ ( 14,293 ) $ 711,103
U.S. states, territories and municipalities 13,533 25 ( 327 ) 13,231
Non-U.S. sovereign governments and supranationals 70,435 454 ( 3,362 ) 67,527
Corporate 1,153,612 6,484 ( 17,036 ) 1,143,060
Residential mortgage-backed securities - Agency 288,760 160 ( 16,309 ) 272,611
Residential mortgage-backed securities - Non-agency 17,432 6 ( 684 ) 16,754
Commercial mortgage-backed securities - Non-agency 40,363 72 ( 749 ) 39,686
Other asset-backed securities 113,997 249 ( 356 ) 113,890
Total fixed maturities 2,422,917 8,061 ( 53,116 ) 2,377,862
Short-term investments
495,630 1,484 ( 4 ) 497,110
Total $ 2,918,547 $ 9,545 $ ( 53,120 ) $ 2,874,972
F-14
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Contractual Maturities Summary
The following table presents contractual maturities of fixed maturity securities. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
December 31, 2025
($ in thousands)
Amortized Cost Fair Value
Due less than one year
$ 139,774 $ 139,940
Due after one through five years
1,959,113 1,988,349
Due after five through ten years
357,667 360,252
Due after ten years
18,028 17,258
Mortgage-backed securities
497,791 492,893
Asset-backed securities
238,567 239,851
Total
$ 3,210,940 $ 3,238,543
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.
F-15
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:
($ 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 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
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 — — —
Total
$ 1,355,563 $ 232,095 $ 1,587,658 $ 805,623 $ 133,758 $ 939,381
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
($ in thousands)
Principal / Shares (1)
Fair
Value (1)
% of Members' Equity
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 %
U.S. Treasury Securities, 0.0000% - 4.8750%, due 1/13/2026 - 11/15/2055 1,926,111 $ 1,924,634 88.4 %
U.S. 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 the Two Sigma Funds' total holdings.
F-16
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, 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 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 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 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:
• Monthly liquidity - Subject to certain conditions, Hamilton Re may request a whole or partial withdrawal of its capital account, no later than fifteen days prior to the end of a calendar month, effective as of the last day of such calendar month.
• 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.
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.
F-17
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)
The components of total net realized and unrealized gains (losses) on investments and net investment income (loss) are as follows:
Years Ended December 31,
($ in thousands)
2025 2024 2023
Net realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments $ 517,147 $ 468,068 $ 84,513
Change in net unrealized gains (losses) on investments 169,964 43,339 125,097
Net realized and unrealized gains (losses) on investments 687,111 511,407 209,610
Net investment income (loss):
Fixed maturities 115,869 81,872 47,970
Short-term investments 478 67 295
TS Hamilton Fund 10,673 12,373 16,084
Cash and cash equivalents 16,287 17,006 12,523
Other 1,068 2,293 1,580
Interest and other 144,375 113,611 78,452
Management fees ( 55,153 ) ( 49,102 ) ( 47,049 )
Other expenses ( 1,201 ) ( 1,242 ) ( 947 )
Net investment income (loss)
88,021 63,267 30,456
Total net realized and unrealized gains (losses) on investments and net investment income (loss) $ 775,132 $ 574,674 $ 240,066
Net Realized Gains (Losses) on Investments
The components of net realized gains (losses) on investments are as follows:
Years Ended December 31,
($ in thousands)
2025 2024 2023
Fixed maturities and short-term investments $ 7,369 $ ( 2,307 ) $ ( 16,628 )
TS Hamilton Fund 509,778 470,091 100,930
Other — 284 211
Net realized gains (losses) on investments $ 517,147 $ 468,068 $ 84,513
Net Unrealized Gains (Losses) on Investments
The components of net unrealized gains (losses) on investments are as follows:
Years Ended December 31,
($ in thousands)
2025 2024 2023
Fixed maturities and short-term investments $ 72,771 $ ( 8,908 ) $ 52,751
TS Hamilton Fund 97,193 52,247 72,346
Net unrealized gains (losses) on investments $ 169,964 $ 43,339 $ 125,097
F-18
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Pledged Assets
At December 31, 2025 and 2024, pledged investments at fair value were comprised of $ 263.1 million and $ 245.3 million, respectively, securing a portion of the capital requirements for business written at Lloyd's, $ 265.0 million and $ 266.9 million, respectively, held in trust accounts for the benefit of U.S. state regulatory authorities and $ 90.4 million and $ 47.0 million, respectively, securing other underwriting obligations. In addition, certain investments were pledged as security for letter of credit facilities as described further in Note 10, Debt and Credit Facilities .
At December 31, 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.
4. Fair Value
Financial Instruments Subject to Fair Value Measurements
Accounting guidance over fair value measurements requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the "exit price"). Instruments that the Company owns are marked to bid prices.
Basis of Fair Value Measurements
Fair value measurement accounting guidance also establishes a fair value hierarchy that prioritizes the inputs to the respective valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). An asset or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The three levels of the fair value hierarchy are:
• Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and
• Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Assets Recorded at Fair Value - Fixed Maturity and Short-term Investments
The following section describes the valuation methodologies used to determine the fair value of the Company’s fixed maturity and short-term investments by asset class:
• U.S. government treasuries : fair value based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances and benchmark yields;
• U.S. states, territories and municipalities : fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;
F-19
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
• Non-U.S. sovereign governments and supranationals : fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads, and then, where applicable, converted to U.S. dollars using an exchange rate from a nationally recognized source;
• Corporate : fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;
• Asset-backed and mortgage-backed securities : fair value based on observable inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields and cash flow models using observable inputs such as prepayment speeds, collateral performance and default spreads; and
• Short-term investments : fair value based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances and benchmark yields.
The following table presents the financial instruments measured at fair value on a recurring basis:
December 31, 2025
($ in thousands)
Level 1 Level 2 Level 3 Total
Fixed maturities:
U.S. government treasuries $ — $ 797,834 $ — $ 797,834
U.S. states, territories and municipalities — 12,960 — 12,960
Non-U.S. sovereign governments and supranationals — 110,861 — 110,861
Corporate — 1,584,144 — 1,584,144
Residential mortgage-backed securities - Agency — 365,650 — 365,650
Residential mortgage-backed securities - Non-agency — 32,545 — 32,545
Commercial mortgage-backed securities - Non-agency — 94,698 — 94,698
Other asset-backed securities — 239,851 — 239,851
Total fixed maturities — 3,238,543 — 3,238,543
Short-term investments
— 200,459 — 200,459
Total $ — $ 3,439,002 $ — $ 3,439,002
December 31, 2024
($ in thousands)
Level 1 Level 2 Level 3 Total
Fixed maturities:
U.S. government treasuries $ — $ 711,103 $ — $ 711,103
U.S. states, territories and municipalities — 13,231 — 13,231
Non-U.S. sovereign governments and supranationals — 67,527 — 67,527
Corporate — 1,143,060 — 1,143,060
Residential mortgage-backed securities - Agency — 272,611 — 272,611
Residential mortgage-backed securities - Non-agency — 16,754 — 16,754
Commercial mortgage-backed securities - Non-agency — 39,686 — 39,686
Other asset-backed securities — 113,890 — 113,890
Total fixed maturities — 2,377,862 — 2,377,862
Short-term investments — 497,110 — 497,110
Total $ — $ 2,874,972 $ — $ 2,874,972
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.
F-20
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
5. Variable Interest Entities
TS Hamilton Fund
TS Hamilton Fund meets the definition of a variable interest entity ("VIE") principally because the Managing Member does not hold substantive equity at risk in the entity but controls all of the decision making authority over it. Therefore, the Company assessed its ownership in the VIE to determine if it is the primary beneficiary. The Managing Member is a related party to the Company and collectively they hold all of the variable interest. The Company performed an assessment of all relevant facts and circumstances and determined that it is the entity within the related party group for whom substantially all of the activities of the VIE are conducted. As a result, the Company concluded that it is the primary beneficiary of TS Hamilton Fund.
Activity in the non-controlling interest of TS Hamilton Fund was as follows:
Years Ended December 31,
($ in thousands)
2025 2024 2023
Balance - beginning of year
$ 128 $ 133 $ 119
Withdrawals
( 263,315 ) ( 212,734 ) ( 21,546 )
Equity in earnings
44 43 14
Incentive allocation
263,315 212,686 21,546
Balance - end of year
$ 172 $ 128 $ 133
The following table presents the total assets and total liabilities of TS Hamilton Fund. Creditors or beneficial interest holders of TS Hamilton Fund have no recourse to the general credit of the Company as the Company’s obligation is limited to the amount of its committed investment.
December 31,
($ in thousands)
2025 2024
Assets
Cash and cash equivalents
$ 648,726 $ 578,230
Short-term investments
198,986 496,008
Investments in Two Sigma Funds, at fair value
1,587,658 939,381
Receivables for investments sold
57,938 73,322
Interest and dividends receivable
1,110 945
Total assets
2,494,418 2,087,886
Liabilities
Payable for investments purchased
192,467 100,469
Withdrawal payable
123,376 100,420
Accounts payable and accrued expenses
214 233
Total liabilities
316,057 201,122
Total net assets managed by TS Hamilton Fund
$ 2,178,361 $ 1,886,764
F-21
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
6. 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
Net balance, December 31, 2023 $ 53,788 $ 37,208 $ 90,996
Plus: additions 17,645 — 17,645
Less: amortization ( 15,520 ) — ( 15,520 )
Net balance, December 31, 2024 55,913 37,208 93,121
Plus: additions 9,212 — 9,212
Less: amortization ( 15,709 ) — ( 15,709 )
Net balance, December 31, 2025 $ 49,416 $ 37,208 $ 86,624
Gross balance, December 31, 2025 $ 115,894 $ 37,208 $ 153,102
Accumulated amortization ( 66,478 ) — ( 66,478 )
Net balance, December 31, 2025 $ 49,416 $ 37,208 $ 86,624
The following tables present the components of intangible assets:
December 31, 2025
($ in thousands) Gross Balance Accumulated Amortization and Impairment Net Balance
Intangible assets subject to amortization
Coverholder and broker relationships $ 44,515 $ ( 28,159 ) $ 16,356
Internally developed software 71,379 ( 38,319 ) 33,060
Intangible assets not subject to amortization
Lloyd's syndicate capacity 35,583 — 35,583
Licenses 1,625 — 1,625
$ 153,102 $ ( 66,478 ) $ 86,624
December 31, 2024
($ in thousands) Gross Balance Accumulated Amortization and Impairment Net Balance
Intangible assets subject to amortization
Coverholder and broker relationships $ 44,515 $ ( 23,707 ) $ 20,808
Internally developed software 62,166 ( 27,061 ) 35,105
Intangible assets not subject to amortization
Lloyd's syndicate capacity 35,583 — 35,583
Licenses 1,625 — 1,625
$ 143,889 $ ( 50,768 ) $ 93,121
F-22
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. As of December 31, 2025, the estimated weighted average amortization period by class consisted of coverholder and broker relationships ( 10 years) and internally developed software ( 5 years). Costs incurred to renew or extend the assets' useful lives are expensed straight-line over the remaining life of the related asset or asset class. 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:
Estimated Amortization Expense
($ in thousands)
Year Ending December 31,
2026 $ 15,596
2027 14,373
2028 11,434
2029 6,411
2030 1,602
Total $ 49,416
Intangible assets not subject to amortization consist of Lloyd's syndicate capacity and insurance licenses. The Company did not recognize any impairment losses as a result of the annual impairment review of indefinite-lived assets for the years ended December 31, 2025, 2024 or 2023.
7. Reinsurance
The Company purchases reinsurance and other protection to manage its risk portfolio and to reduce its exposure to large losses. The Company currently has in place contracts that provide for recovery of a portion of certain loss and loss adjustment expenses, generally in excess of various retentions or on a proportional basis. Amounts recoverable under reinsurance contracts are recorded as assets. The Company remains liable to the extent that any reinsurance company fails to meet its obligations.
The following tables set forth the effect of reinsurance and retrocessional activity on premiums written and earned and on losses and loss adjustment expenses incurred:
Premiums Written
Years Ended December 31,
($ in thousands)
2025 2024 2023
Assumed $ 1,452,988 $ 1,144,798 $ 838,547
Direct 1,470,157 1,277,784 1,112,491
Ceded ( 635,602 ) ( 501,413 ) ( 470,600 )
Net $ 2,287,543 $ 1,921,169 $ 1,480,438
Premiums Earned
Years Ended December 31,
($ in thousands)
2025 2024 2023
Assumed $ 1,291,477 $ 1,030,595 $ 742,378
Direct 1,376,471 1,180,932 1,016,762
Ceded ( 558,172 ) ( 476,798 ) ( 440,607 )
Net $ 2,109,776 $ 1,734,729 $ 1,318,533
F-23
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Losses and Loss Adjustment Expenses
Years Ended December 31,
($ in thousands)
2025 2024 2023
Gross losses and loss adjustment expenses $ 1,697,071 $ 1,290,131 $ 972,347
Losses and loss adjustment expenses ceded ( 438,550 ) ( 279,958 ) ( 257,744 )
Net $ 1,258,521 $ 1,010,173 $ 714,603
Allowance for Expected Credit Losses
Premiums receivable, paid losses recoverable, and unpaid losses and loss adjustment expenses recoverable comprise the Company's most significant credit exposures not carried at fair value. The Company has not historically experienced significant credit losses. In determining an allowance for these assets, the Company considers historical information in combination with counterparty financial strength ratings and the extent to which balances are collateralized. The Company assesses the risk of future default by evaluating current market conditions for the likelihood of default and calculates its provision for current expected credit losses under the probability of default and loss given default methodology.
Premiums Receivable
Premiums receivable are estimated based on policy terms and reports received from the underlying counterparties, supplemented by management's judgment. Due to the nature of the (re)insurance business, the Company routinely receives reports and premiums subsequent to the inception of the coverage period. At December 31, 2025, the Company’s premiums receivable balance, net of credit provisions of $ 3.4 million, was $ 939.8 million. At December 31, 2024, the Company’s premiums receivable balance, net of credit provisions of $ 3.0 million, was $ 771.7 million.
The following table provides a roll forward of the provision for current expected credit losses of the Company's premiums receivable:
Years Ended December 31,
($ in thousands) 2025 2024 2023
Balance - beginning of year $ 2,993 $ 3,000 $ 2,856
Increase (decrease) in allowance 450 ( 7 ) 144
Balance - end of year $ 3,443 $ 2,993 $ 3,000
Reinsurance Balances Recoverable
Reinsurance balances recoverable is comprised of amounts due from reinsurers based on the claim liabilities associated with the reinsured policy. The Company accrues amounts due from reinsurers based on estimated ultimate contract losses. At December 31, 2025, the Company’s paid and unpaid reinsurance recoverable balances net of credit provisions were $ 93.7 million and $ 1.4 billion, respectively, with a total corresponding provision for current expected credit losses of $ 1.7 million. At December 31, 2024, the Company’s paid and unpaid reinsurance recoverable balances net of credit provisions were $ 134.4 million and $ 1.2 billion, respectively, with a total corresponding provision for current expected credit losses of $ 1.5 million.
The following table provides a roll forward of the provision for current expected credit losses of the Company's reinsurance recoverable:
Years Ended December 31,
($ in thousands) 2025 2024 2023
Balance - beginning of year $ 1,469 $ 687 $ 777
Increase (decrease) in allowance 249 782 ( 90 )
Balance - end of year $ 1,718 $ 1,469 $ 687
F-24
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:
December 31,
Classification
2025 2024
Collateralized
20.7 % 23.7 %
A- or better
79.3 % 76.2 %
Below A-
0.0 % 0.1 %
Total
100.0 % 100.0 %
At December 31, 2025 and 2024, the three largest balances by reinsurer accounted fo r 20 % , 18 % and 12 % , and 22 %, 19 % and 13 %, respectively, of paid losses recoverable and unpaid losses and loss adjustment expenses recoverable.
Loss Portfolio Transfer
On February 6, 2020, the Company entered into a loss portfolio transfer agreement (the "LPT"), under which the insurance liabilities arising from certain casualty risks for the Lloyd's Years of Account ("YOA") 2016, 2017 and 2018 were retroceded to a third party in exchange for total premium of $ 72.1 million. 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 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 $ 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
In December 2023, Hamilton Group sponsored an industry loss index-triggered catastrophe bond through the issuance of Series 2024-1 Class A Principal-at-Risk Variable Rate Notes by Bermuda domiciled Easton Re Ltd. ("Easton Re"), which provide the Company's operating platforms with multi-year risk transfer capacity of $ 200 million to protect against named storm risk in the United States and earthquake risk in the United States and Canada. The risk period for Easton Re is from January 1, 2024 to December 31, 2026. The Company recorded reinsurance premiums ceded of $ 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. (also "Easton Re"). Easton Re provided the Company's operating platforms with multi-year risk transfer capacity of $ 150 million to protect against named storm and earthquake risk in the United States. The risk period for Easton Re was from January 1, 2021 to December 31, 2023. The Company recorded reinsurance premiums ceded of $ 7.2 million during the year ended December 31, 2023.
F-25
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
8. Reserve for Losses and Loss Adjustment Expenses
The following table presents a reconciliation of unpaid losses and loss adjustment expenses ("LAE"):
Years Ended December 31,
($ in thousands)
2025 2024 2023
Gross unpaid losses and loss adjustment expenses, beginning of year $ 3,532,491 $ 3,030,037 $ 2,856,275
Reinsurance recoverable on unpaid losses 1,171,040 1,161,077 1,177,863
Net unpaid losses and loss adjustment expenses, beginning of year 2,361,451 1,868,960 1,678,412
Net losses and loss adjustment expenses incurred in respect of losses occurring in:
Current year 1,323,451 1,030,612 730,220
Prior years ( 64,930 ) ( 20,439 ) ( 15,617 )
Total incurred 1,258,521 1,010,173 714,603
Net losses and loss adjustment expenses paid in respect of losses occurring in:
Current year 180,455 58,726 62,811
Prior years 446,846 458,040 501,987
Total paid 627,301 516,766 564,798
Foreign currency revaluation and other 46,648 ( 916 ) 40,743
Net unpaid losses and loss adjustment expenses, end of year 3,039,319 2,361,451 1,868,960
Reinsurance recoverable on unpaid losses 1,375,857 1,171,040 1,161,077
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; and
• 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. See below for further details:
• Net favorable development of $ 37.5 million on property contracts, primarily driven by favorable prior year development on catastrophe losses and overall lower than expected claims development across various classes; partially offset by
• Net unfavorable development of $ 14.2 million on casualty contracts, primarily driven by higher than expected claims development across certain classes and unfavorable development of a specific large loss;
• Net unfavorable development of $ 8.8 million on specialty contracts, primarily driven by two specific large losses; and
F-26
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.
Net favorable prior year development of $ 15.6 million for the year ended December 31, 2023 was comprised of $ 10.4 million and $ 5.2 million of favorable prior year development on attritional and catastrophe losses, respectively. See below for further details:
• Net favorable development of $ 18.6 million on specialty contracts, driven by lower loss estimates across various classes; partially offset by
• 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; and
• 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 also subject to significant uncertainty. As at December 31, 2025 and 2024, our net recorded reserves
totaled $ 20.5 million and $ 34.8 million, respectively.
Ukraine Conflict
Our net reserves for losses and loss adjustment expenses related to the ongoing Ukraine conflict are also subject to significant uncertainty. As at December 31, 2025 and 2024, our net recorded reserves totaled $ 59.5 million and $ 63.2 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. Actual ultimate losses for these events may differ materially from the Company's current estimates.
F-27
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Reserving
The Company's reserve for losses and loss adjustment expenses consists of case reserves and IBNR reserves. Case reserves are reserves for reported losses and loss adjustment expenses that have not yet been settled. IBNR are reserves for incurred but not reported losses and loss adjustment expenses, and include reserves for reported losses in excess of case reserves.
Case Reserves
For reinsurance business, the Company typically receives loss notifications from its cedants in the form of loss bordereaux or individual loss notifications. These notifications generally include varying amounts of information about the nature and quantum of the loss, including paid amounts and estimates of outstanding loss. The Company records the estimates of outstanding loss from its cedants as case reserves. Typically there is a timing lag between the cedant establishing a reserve and notifying the loss to the Company. In addition, different cedants have different claims handling practices which result in case reserve estimates that vary in the level of embedded prudence.
For insurance business, the Company records a case reserve for the estimated amount of settlement. This amount is based on the judgment of the Company’s claims team and takes into account the class of business, nature of the claim and, if appropriate, the advice of specialist legal counsel and external loss adjusters, and includes the estimated expenses of settling the claim, such as legal and other fees. The Company may sometimes use third party claims administrators to handle claims and set case reserves, within defined authority levels and service level agreements. In syndicated markets such as Lloyd’s, the Company’s case reserve will be based in part on information provided by the lead insurer, where the Company is not an agreement party. Any adjustments to case reserves are accounted for as changes in estimates and recorded in the period in which such changes are identified.
IBNR 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. These estimates are reviewed periodically as new information emerges.
IBNR reserves for attritional losses are established using actuarial loss reserving techniques. These techniques include the loss development factor method, Bornheutter Ferguson method, the Initial Expected Loss Ratio method, and other techniques. These techniques rely on estimates of paid and reported loss development patterns and estimates of the loss ratio at the inception of the contract. The Company’s actuaries review the estimates of IBNR reserves on a quarterly basis and adjust the estimates as new information becomes available. Any such adjustments are accounted for as changes in estimates and recorded in the periods in which they become known.
To establish IBNR reserves for attritional losses, contracts are grouped into cohorts, or reserving classes, that have similar coverage, inception period and loss reporting characteristics. The paid and reported losses for these reserving classes are tracked over time against expectations and against the actuarial loss reserving indications and IBNR reserve selected for each cohort.
Claims Development and Frequency
In determining the cumulative number of reported claims, the Company measures claim counts on its insurance business by individual claimant where information is available. The claim counts include all claims reported where the Company has identified a potential liability for the claim even if there is no existing reserve. Reinsurance business is typically written under either proportional (quota share arrangements) or non-proportional arrangements (excess of loss or other facultative covers).
F-28
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The Company typically does not have direct access to claim frequency information underlying its assumed quota share arrangements, given the nature of that business. In addition, multiple claims are often aggregated by the ceding company before being reported to the Company. The Company generally does not use claim frequency information in the determination of loss reserves or for other internal purposes relating to proportional business. In addition, the nature, size, terms and conditions of contracts entered into by the Company may change from one accident year to the next and the quantum of contractual or policy limits, and accordingly, the potential amount of losses and loss adjustment expenses associated with a reported claim, can range from nominal to significant, and therefore the Company does not believe providing claims frequency information is practicable as it relates to its proportional business.
The Company has developed claims frequency information associated with its non-proportional reinsurance contracts. In determining claims frequency for its excess of loss reinsurance contracts, claims counts include all claims reported by each insured where a reserve for losses and loss adjustment expenses has been recorded. The Company has assumed that claims below the loss layer of a contract are excluded; if an insured's claim impacts multiple layers of a contract, the Company considers each impact to be a separate claim, and for an insured loss impacting more than one operating subsidiary, each impact is considered a separate claim.
Claims Development
The information provided herein about incurred and paid accident year claims development, net of reinsurance, for the periods ended prior to December 31, 2025 and the annual percentage payouts of incurred claims by age, net of reinsurance, is presented as supplementary information. The following tables show the paid and incurred loss development by broad classification based on groupings of contracts that are similar in coverage and duration:
F-29
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
International Property
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2025
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 7,527 $ 6,551 $ 6,212 $ 6,351 $ 6,011 $ 7,155 $ 7,261 $ 7,349 $ 7,306 $ 7,306 $ — 903
2017 38,379 42,986 44,911 41,819 41,260 41,224 41,230 40,456 42,201 — 1,168
2018 24,037 26,191 24,873 24,537 24,542 24,466 23,869 23,899 — 1,125
2019 32,695 33,895 36,609 36,672 36,687 34,824 34,832 350 1,449
2020 134,743 144,201 143,676 143,418 142,802 141,346 5,000 2,264
2021 113,813 124,917 121,907 117,228 115,542 2,438 1,578
2022 81,324 74,560 68,686 67,261 2,912 1,092
2023 53,085 48,480 39,928 5,393 718
2024 73,513 66,777 18,407 891
2025 94,457 47,968 701
Total $ 633,549 $ 82,468 11,889
(1)
Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 171 $ 3,428 $ 4,567 $ 6,668 $ 7,049 $ 6,891 $ 7,003 $ 7,277 $ 7,277 $ 7,277
2017 9,249 29,283 34,363 40,193 39,984 40,832 40,900 41,333 41,398
2018 1,322 12,036 17,340 20,053 20,905 21,964 23,603 23,739
2019 8,307 21,106 20,940 25,818 32,942 34,066 34,320
2020 24,365 90,859 115,587 132,191 136,041 136,239
2021 23,564 63,784 101,064 112,184 112,829
2022 9,996 46,856 57,551 61,152
2023 5,502 29,362 32,908
2024 5,071 43,685
2025 25,587
Total $ 519,134
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 114,415
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1
(unaudited) 2
(unaudited) 3
(unaudited) 4
(unaudited) 5
(unaudited) 6
(unaudited) 7
(unaudited) 8
(unaudited) 9
(unaudited)
18 % 47 % 19 % 11 % 3 % 1 % 2 % 1 % 0 %
(1)
Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-30
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
International Casualty
($ in thousands, except claim count)
The following table discloses losses incurred, losses paid and claims data excluding the impact of the loss portfolio transfer discussed in further detail in Note 7, Reinsurance.
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2025
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 171 $ 278 $ 243 $ 342 $ 342 $ 342 $ 388 $ 367 $ 166 $ 153 $ — 32
2017 648 5,187 7,354 6,332 5,857 5,121 5,079 4,579 6,372 2,207 73
2018 697 5,890 5,686 4,941 4,351 4,453 4,300 4,871 608 561
2019 19,882 19,199 18,867 18,112 16,817 15,846 15,567 186 2,773
2020 28,692 24,123 17,870 19,426 19,265 19,120 314 3,641
2021 101,549 109,013 107,024 106,824 105,765 50,430 3,602
2022 144,543 145,030 149,180 149,483 74,201 3,994
2023 145,783 147,005 147,306 83,993 6,188
2024 198,705 198,954 162,504 6,514
2025 241,726 208,400 4,151
Total $ 889,317 $ 582,843 31,529
(1)
Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ — $ — $ 82 $ — $ — $ — $ — $ — $ — $ —
2017 — 22 629 2,285 2,406 3,964 4,043 4,046 4,078
2018 35 439 2,266 3,167 3,800 4,011 4,066 4,090
2019 177 2,719 6,813 13,332 14,992 15,131 15,244
2020 3,363 8,420 12,480 16,706 16,813 18,104
2021 795 11,243 20,079 30,286 39,603
2022 3,240 9,452 27,217 51,764
2023 5,240 19,429 40,722
2024 4,749 23,517
2025 5,922
Total $ 203,044
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 686,273
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1
(unaudited) 2
(unaudited) 3
(unaudited) 4
(unaudited) 5
(unaudited) 6
(unaudited) 7
(unaudited) 8
(unaudited) 9
(unaudited)
3 % 9 % 13 % 16 % 8 % 7 % 1 % 0 % 0 %
(1)
Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-31
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
International Specialty
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2025
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 2,534 $ 4,771 $ 5,383 $ 5,232 $ 5,370 $ 3,668 $ 3,367 $ 3,325 $ 4,427 $ 4,516 $ 357 766
2017 22,378 17,430 16,943 15,256 22,030 25,397 27,714 31,279 30,990 1,431 1,300
2018 31,724 30,606 29,176 33,129 37,834 42,995 42,921 43,513 ( 507 ) 1,633
2019 108,035 109,971 104,017 97,777 95,702 95,306 99,975 5,161 2,868
2020 119,790 116,242 106,774 105,314 105,310 105,066 2,979 2,971
2021 124,844 136,998 138,471 140,697 136,709 9,964 3,120
2022 129,423 119,581 121,981 121,800 13,733 3,032
2023 178,429 178,984 170,936 44,008 2,911
2024 221,168 217,988 114,613 2,939
2025 271,971 201,433 1,868
Total $ 1,203,464 $ 393,172 23,408
(1)
Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 248 $ 2,141 $ 4,000 $ 3,098 $ 3,446 $ 3,600 $ 3,265 $ 3,265 $ 3,874 $ 3,952
2017 2,427 8,992 16,986 21,763 21,256 23,043 25,858 28,928 29,393
2018 2,054 17,155 30,652 30,839 35,614 40,792 43,177 43,470
2019 14,076 59,152 77,532 78,807 86,733 89,858 91,838
2020 12,218 53,425 84,864 94,657 100,757 101,232
2021 9,743 45,838 67,950 105,231 114,166
2022 9,001 41,596 77,303 100,400
2023 17,943 72,227 104,005
2024 10,319 63,280
2025 23,241
Total $ 674,977
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 528,487
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1
(unaudited) 2
(unaudited) 3
(unaudited) 4
(unaudited) 5
(unaudited) 6
(unaudited) 7
(unaudited) 8
(unaudited) 9
(unaudited)
8 % 31 % 23 % 14 % 7 % 4 % 4 % 4 % 3 %
(1)
Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-32
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Bermuda Property
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2025
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 56,248 $ 38,658 $ 37,476 $ 35,938 $ 35,120 $ 36,340 $ 35,652 $ 35,132 $ 35,011 $ 34,940 $ — 107
2017 100,603 98,094 93,332 81,032 79,484 83,413 83,603 82,467 81,853 1 272
2018 62,057 80,131 77,845 78,132 73,819 70,675 69,594 68,344 — 241
2019 14,775 44,540 56,265 57,939 57,631 56,413 54,366 640 141
2020 112,056 120,840 126,275 126,583 127,579 126,717 3,606 295
2021 144,924 161,604 157,881 150,283 146,312 3,945 205
2022 181,052 209,797 199,762 183,207 15,610 232
2023 102,739 100,047 78,823 24,258 79
2024 168,850 168,790 82,296 113
2025 259,218 104,470 106
Total $ 1,202,570 $ 234,826 1,791
(1)
Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 12,840 $ 25,596 $ 29,623 $ 31,685 $ 32,882 $ 33,985 $ 34,609 $ 34,741 $ 34,823 $ 34,780
2017 24,533 90,864 71,190 82,940 71,795 75,524 78,356 79,097 79,638
2018 12,631 71,557 85,660 67,547 65,583 67,410 67,938 67,414
2019 2,401 32,433 38,002 46,504 49,705 51,248 51,664
2020 13,253 48,246 75,445 104,870 113,365 116,327
2021 16,080 71,293 106,089 130,528 135,251
2022 35,261 109,215 137,313 150,944
2023 26,199 38,728 45,478
2024 24,366 53,772
2025 111,580
Total $ 846,848
Outstanding liabilities for accident year 2015 and prior, net of reinsurance
12
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 355,734
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1 (unaudited) 2 (unaudited) 3 (unaudited) 4 (unaudited) 5 (unaudited) 6 (unaudited) 7 (unaudited) 8 (unaudited) 9 (unaudited)
23 % 40 % 13 % 10 % 1 % 3 % 2 % 0 % 1 %
(1)
Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-33
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Bermuda Casualty
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2025
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 44,749 $ 49,876 $ 54,253 $ 54,619 $ 56,863 $ 56,353 $ 60,342 $ 54,997 $ 57,154 $ 60,949 $ 4,189 7
2017 84,754 96,345 101,443 105,558 113,594 126,190 137,924 139,565 136,893 3,898 41
2018 101,397 115,594 123,114 121,692 131,717 133,476 142,520 155,770 22,305 39
2019 85,454 96,207 101,614 100,758 105,390 98,242 103,063 18,644 19
2020 81,925 84,493 88,400 88,632 88,992 91,798 23,665 21
2021 69,766 79,096 80,015 79,183 76,697 33,362 7
2022 110,317 110,095 107,522 105,784 60,864 3
2023 169,608 171,462 181,358 104,023 30
2024 268,201 273,567 220,001 10
2025 365,559 343,695 —
Total $ 1,551,438 $ 834,646 177
(1)
Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 1,541 $ 5,169 $ 12,678 $ 20,504 $ 27,103 $ 35,482 $ 39,381 $ 41,115 $ 44,726 $ 45,959
2017 3,792 10,961 22,829 50,471 70,548 91,855 106,013 117,341 120,701
2018 3,782 22,800 50,903 66,889 70,939 87,677 105,495 115,073
2019 3,965 11,094 23,445 36,161 53,528 58,930 70,555
2020 5,417 14,495 19,713 35,047 49,768 58,033
2021 1,934 4,523 11,255 26,962 33,820
2022 696 4,744 14,565 28,673
2023 2,025 21,821 46,863
2024 8,203 20,830
2025 4,246
Total $ 544,753
Outstanding liabilities for accident year 2015 and prior, net of reinsurance
10,338
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 1,017,023
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1 (unaudited) 2 (unaudited) 3 (unaudited) 4 (unaudited) 5 (unaudited) 6 (unaudited) 7 (unaudited) 8 (unaudited) 9
(unaudited)
2 % 7 % 12 % 15 % 11 % 11 % 10 % 6 % 4 %
(1)
Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-34
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Bermuda Specialty
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2025
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 38,154 $ 34,835 $ 28,913 $ 23,171 $ 19,826 $ 16,850 $ 15,846 $ 15,851 $ 15,684 $ 15,502 $ 422 58
2017 57,528 44,156 36,230 29,590 24,470 26,820 27,334 26,216 26,297 427 74
2018 58,551 52,420 48,323 45,096 38,658 39,920 40,386 40,109 442 89
2019 62,075 56,189 48,874 49,114 48,508 49,857 49,557 63 112
2020 63,176 56,807 52,195 54,645 54,586 53,880 1,993 116
2021 53,732 46,023 35,610 33,499 34,266 4,930 33
2022 117,538 114,225 111,565 105,479 56,120 94
2023 62,095 70,783 54,295 25,267 28
2024 82,306 93,859 63,969 19
2025 103,476 86,066 34
Total $ 576,720 $ 239,699 657
(1)
Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023 (unaudited) 2024 (unaudited) 2025
2016 $ 2,938 $ 8,661 $ 5,632 $ 10,814 $ 13,116 $ 13,589 $ 13,810 $ 14,413 $ 14,603 $ 14,763
2017 2,217 10,194 14,114 16,417 17,726 22,638 24,384 24,267 24,697
2018 7,607 19,326 25,826 28,223 27,789 33,653 36,457 37,027
2019 6,373 20,505 29,083 36,472 45,062 42,679 43,651
2020 9,160 25,585 32,653 43,226 47,047 48,915
2021 3,862 7,248 15,938 19,114 24,879
2022 3,465 17,086 29,008 40,051
2023 5,028 14,233 22,848
2024 4,706 16,760
2025 6,137
Total $ 279,728
Outstanding liabilities for accident year 2015 and prior, net of reinsurance
574
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 297,566
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1 (unaudited) 2 (unaudited) 3 (unaudited) 4 (unaudited) 5 (unaudited) 6 (unaudited) 7 (unaudited) 8 (unaudited) 9 (unaudited)
9 % 20 % 14 % 13 % 10 % 6 % 4 % 1 % 1 %
(1)
Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-35
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Reconciliation
December 31,
($ in thousands) 2025
Net outstanding liabilities
International - Property $ 114,415
International - Casualty 686,273
International - Specialty 528,487
Bermuda - Property 355,734
Bermuda - Casualty 1,017,023
Bermuda - Specialty 297,566
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance 2,999,498
Reinsurance recoverable on unpaid claims
International - Property 94,211
International - Casualty 686,437
International - Specialty 206,247
Bermuda - Property 74,190
Bermuda - Casualty 233,248
Bermuda - Specialty 81,524
Total reinsurance recoverable on unpaid claims 1,375,857
Other insurance lines ( 8,105 )
Unallocated loss adjustment expenses 47,926
39,821
Total gross liability for unpaid losses and loss adjustment expenses $ 4,415,176
F-36
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
9. Segment Reporting
The Company has determined its reportable business segments based on the information used by management in assessing performance and allocating resources to underwriting operations and has identified two reportable business segments - International and Bermuda. Each of the Company's identified reportable segments has a Chief Executive Officer who is responsible for the overall profitability of their segment and who regularly reports and is directly accountable to the chief operating decision maker ("CODM"): the Chief Executive Officer of the consolidated group. The CODM's responsibilities include providing leadership to all levels of employees; developing culture, values, and ethos; setting the Company's strategy, vision and direction; and overall responsibility for the success and profitability of the Company, including evaluating segment performance.
The CODM evaluates reportable segment performance based on the segments' respective underwriting income or loss. Underwriting income or loss is calculated as net premiums earned less losses and loss adjustment expenses, acquisition costs, and other underwriting expenses, net of third party fee income. General and administrative expenses not incurred by the reportable segments are included in corporate and other expenses as part of the reconciliation of net underwriting income or loss to net income or loss attributable to common shareholders. As the Company does not manage its assets by reportable segment, investment income and assets are not allocated to reportable segments.
The Company's core business is underwriting and its underwriting results are reflected in its reportable segments: (1) International, which is comprised of property, casualty and specialty insurance and reinsurance classes of business originating from the Company’s London, Dublin, and Hamilton Select operations; and (2) Bermuda, which is comprised of property, casualty and specialty insurance and reinsurance classes of business originating from Hamilton Re, Bermuda and Hamilton Re US and subsidiaries. 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, amortization of intangible assets, interest expense, and income tax expense (benefit).
F-37
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
($ in thousands)
For the Year Ended December 31, 2025 International Bermuda Corporate Total
Gross premiums written $ 1,517,060 $ 1,406,085 $ — $ 2,923,145
Net premiums written $ 1,132,061 $ 1,155,482 $ — $ 2,287,543
Net premiums earned $ 1,055,377 $ 1,054,399 $ — $ 2,109,776
Third party fee income 12,027 14,574 — 26,601
Losses and loss adjustment expenses 571,298 687,223 — 1,258,521
Acquisition costs 276,676 230,614 — 507,290
Other underwriting expenses 167,221 54,522 — 221,743
Underwriting income (loss) $ 52,209 $ 96,614 $ — $ 148,823
Net realized and unrealized gains (losses) on investments 687,111 687,111
Net investment income (loss) 88,021 88,021
Net foreign exchange gains (losses) ( 5,985 ) ( 5,985 )
Corporate expenses ( 57,167 ) ( 57,167 )
Amortization of intangible assets ( 15,709 ) ( 15,709 )
Interest expense ( 20,189 ) ( 20,189 )
Income (loss) before income tax 824,905
Income tax (expense) benefit 15,124 15,124
Net income (loss) 840,029
Net income (loss) attributable to non-controlling interest 263,359 263,359
Net income (loss) attributable to common shareholders $ 576,670
Key Ratios
Attritional loss ratio - current year 54.0 % 54.6 % 54.4 %
Attritional loss ratio - prior year development ( 2.8 ) % ( 1.6 ) % ( 2.2 ) %
Catastrophe loss ratio - current year 2.9 % 13.9 % 8.4 %
Catastrophe loss ratio - prior year development 0.0 % ( 1.7 ) % ( 0.9 ) %
Loss and loss adjustment expense ratio 54.1 % 65.2 % 59.7 %
Acquisition cost ratio 26.2 % 21.9 % 24.0 %
Other underwriting expense ratio 14.7 % 3.8 % 9.2 %
Combined ratio 95.0 % 90.9 % 92.9 %
F-38
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
($ in thousands)
For the Year Ended December 31, 2024 International Bermuda Corporate Total
Gross premiums written $ 1,308,460 $ 1,114,122 $ — $ 2,422,582
Net premiums written $ 969,605 $ 951,564 $ — $ 1,921,169
Net premiums earned $ 886,934 $ 847,795 $ — $ 1,734,729
Third party fee income 16,317 7,435 — 23,752
Losses and loss adjustment expenses 498,023 512,150 — 1,010,173
Acquisition costs 216,971 171,960 — 388,931
Other underwriting expenses 148,824 61,189 — 210,013
Underwriting income (loss) $ 39,433 $ 109,931 $ — $ 149,364
Net realized and unrealized gains (losses) on investments 511,407 511,407
Net investment income (loss) 63,267 63,267
Net foreign exchange gains (losses) ( 3,231 ) ( 3,231 )
Corporate expenses ( 61,111 ) ( 61,111 )
Amortization of intangible assets ( 15,520 ) ( 15,520 )
Interest expense ( 22,616 ) ( 22,616 )
Income (loss) before income tax 621,560
Income tax (expense) benefit ( 8,402 ) ( 8,402 )
Net income (loss) 613,158
Net income (loss) attributable to non-controlling interest 212,729 212,729
Net income (loss) attributable to common shareholders $ 400,429
Key Ratios
Attritional loss ratio - current year 53.5 % 52.7 % 53.1 %
Attritional loss ratio - prior year development ( 0.4 ) % 0.5 % 0.0 %
Catastrophe loss ratio - current year 3.9 % 8.9 % 6.3 %
Catastrophe loss ratio - prior year development ( 0.8 ) % ( 1.7 ) % ( 1.2 ) %
Loss and loss adjustment expense ratio 56.2 % 60.4 % 58.2 %
Acquisition cost ratio 24.5 % 20.3 % 22.4 %
Other underwriting expense ratio 14.9 % 6.3 % 10.7 %
Combined ratio 95.6 % 87.0 % 91.3 %
F-39
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
($ in thousands)
For the Year Ended December 31, 2023 International Bermuda Corporate Total
Gross premiums written $ 1,105,522 $ 845,516 $ — $ 1,951,038
Net premiums written $ 770,399 $ 710,039 $ — $ 1,480,438
Net premiums earned $ 703,508 $ 615,025 $ — $ 1,318,533
Third party fee income 9,685 8,549 — 18,234
Losses and loss adjustment expenses 362,137 352,466 — 714,603
Acquisition costs 186,698 122,450 — 309,148
Other underwriting expenses 127,402 55,763 — 183,165
Underwriting income (loss) $ 36,956 $ 92,895 $ — $ 129,851
Net realized and unrealized gains (losses) on investments 209,610 209,610
Net investment income (loss) 30,456 30,456
Other income (loss), excluding third party fee income 397 397
Net foreign exchange gains (losses) ( 6,185 ) ( 6,185 )
Corporate expenses ( 76,691 ) ( 76,691 )
Amortization of intangible assets ( 10,783 ) ( 10,783 )
Interest expense ( 21,434 ) ( 21,434 )
Income (loss) before income tax 255,221
Income tax (expense) benefit 25,066 25,066
Net income (loss) 280,287
Net income (loss) attributable to non-controlling interest 21,560 21,560
Net income (loss) attributable to common shareholders $ 258,727
Key Ratios
Attritional loss ratio - current year 53.2 % 51.1 % 52.2 %
Attritional loss ratio - prior year development ( 3.5 ) % 2.3 % ( 0.8 ) %
Catastrophe loss ratio - current year 1.5 % 5.1 % 3.2 %
Catastrophe loss ratio - prior year development 0.3 % ( 1.2 ) % ( 0.4 ) %
Loss and loss adjustment expense ratio 51.5 % 57.3 % 54.2 %
Acquisition cost ratio 26.5 % 19.9 % 23.4 %
Other underwriting expense ratio 16.7 % 7.7 % 12.5 %
Combined ratio 94.7 % 84.9 % 90.1 %
The following table presents gross premiums written by the geographical location of the Company's subsidiaries:
Years Ended December 31,
($ in thousands) 2025 2024 2023
International
Lloyd's of London $ 953,446 $ 792,830 $ 677,415
Ireland 406,396 399,061 349,896
U.S. 157,218 116,569 78,211
Total International 1,517,060 1,308,460 1,105,522
Bermuda 1,406,085 1,114,122 845,516
Total $ 2,923,145 $ 2,422,582 $ 1,951,038
F-40
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
10. Debt and Credit Facilities
Debt
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 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:
December 31,
($ in thousands) 2025 2024
Outstanding loan balance $ 150,000 $ 150,000
Loan fair value 150,280 150,463
Unamortized loan issuance costs $ 257 $ 55
Debt issuance costs are amortized over the period during which the Facility is outstanding, as an offset to net investment income (loss). The Company amortized debt issuance costs of $ 0.1 million or less in each of the years ended December 31, 2025, 2024 and 2023. The Company’s debt is classified as Level 3 within the fair value hierarchy because it is valued using an income approach, which utilizes a discounted cash flow technique that considers the credit profile of the Company.
Credit Facilities
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.
On December 5, 2018 and December 27, 2018, Hamilton Re entered into a Master Agreement for Issuance of Payment Instruments and a Facility Letter for Issuance of Payment Instruments respectively, with CitiBank Europe Plc ("CitiBank Europe"), under which CitiBank Europe agreed to provide an uncommitted secured letter of credit facility for the issuance of standby letters of credit or similar instruments in multiple currencies. On November 15, 2024, letter of credit capacity under this facility was increased to $ 250 million. At all times during which it is a party to the facility, Hamilton Re is obligated to pledge to CitiBank Europe cash and/or securities with a value that equals or exceeds the aggregate face amount of its then-outstanding letters of credit. The Master Agreement contains events of default customary for facilities of this type. In the facility letter, Hamilton Re makes representations and warranties that are customary for facilities of this type and agrees that it will comply with certain informational and other undertakings.
F-41
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
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, 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 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.
The Company’s obligations under its credit facilities require Hamilton Group, Hamilton Re and the other parties thereto to comply with various financial and reporting covenants. All applicable entities were in compliance with all such covenants at December 31, 2025.
Certain of the Company's credit facilities are secured by pledged interests in the TS Hamilton Fund, the Company's fixed income security portfolio, or cash. The Company’s credit facilities and associated securities pledged, were as follows:
($ in thousands)
December 31,
2025
Available letter of credit and revolving loan facilities - commitments
$ 1,002,535
Available letter of credit and revolving loan facilities - in use
805,011
Security pledged under letter of credit and revolving loan facilities:
Pledged interests in TS Hamilton Fund
$ 103,140
Pledged interests in fixed income portfolio
254,802
Cash (1)
16,385
(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.
F-42
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
11. Share Capital
Authorized and Issued
Hamilton Group’s share capital is comprised as follows:
($ in thousands, except share information)
Authorized:
Common shares of $ 0.01 par value each (2025 and 2024: 150,000,000 )
December 31,
Issued, outstanding and fully paid: 2025 2024
Class A common shares (2025: 17,320,078 and 2024: 17,820,078 )
$ 173 $ 178
Class B common shares (2025: 66,305,707 and 2024: 64,271,249 )
663 643
Class C common shares (2025: 15,403,649 and 2024: 19,375,670 )
154 194
Total $ 990 $ 1,015
The following is a summary of the activity related to common shares authorized:
Class A Class B Class C Unclassified Total
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
Share class conversions ( 1,700,000 ) 7,868,559 ( 6,168,559 ) — —
Balance - December 31, 2024 26,944,807 80,205,911 19,375,670 23,473,612 150,000,000
Share class conversions ( 500,000 ) 4,472,021 ( 3,972,021 ) — —
Balance - December 31, 2025 26,444,807 84,677,932 15,403,649 23,473,612 150,000,000
F-43
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The following is a summary of the activity related to common shares issued and outstanding:
Class A Class B Class C Total
Balance - December 31, 2022 30,520,078 42,042,155 30,525,626 103,087,859
Share class conversions ( 1,875,271 ) 6,856,668 ( 4,981,397 ) —
IPO shares issued — 6,250,000 — 6,250,000
Vesting of awards — 735,013 — 735,013
Exercise of warrants — 271,097 — 271,097
Director share awards granted — 44,892 — 44,892
Share repurchases — ( 163,758 ) — ( 163,758 )
Balance - December 31, 2023 28,644,807 56,036,067 25,544,229 110,225,103
Share class conversions ( 1,700,000 ) 7,868,559 ( 6,168,559 ) —
Vesting of awards — 2,291,495 — 2,291,495
Exercise of warrants — 245,779 — 245,779
Director share awards granted — 20,383 — 20,383
Share repurchases ( 9,124,729 ) ( 2,191,034 ) — ( 11,315,763 )
Balance - December 31, 2024 17,820,078 64,271,249 19,375,670 101,466,997
Share class conversions ( 500,000 ) 4,472,021 ( 3,972,021 ) —
Vesting of awards — 2,612,957 — 2,612,957
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 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.
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, 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.
F-44
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The Company Bye-laws provide for the automatic redesignation of shares upon any transfer, whether or not for value, from (i) Class A common shares to Class B common shares and from (ii) Class C common shares to Class B common shares. Upon notice from a Class A Member to the Company that certain Class B common shares are held by a Class A Member or a Permitted Transferee thereof, if so requested by the Class A Member and upon approval by a Simple Majority of the Board, such Class B common shares shall convert automatically into the same number of Class A common shares. The number of authorized and issued Class B common shares shall be reduced by the aggregate number of such issued Class B common shares so converted and the number of authorized and issued Class A common shares shall be correspondingly increased by the same amount. Upon notice from a Class A Member and/or Class B Member to the Company and upon approval by a Simple Majority of the Board, such consent not to be unreasonably withheld or unduly delayed, such Class A common shares and/or Class B common shares shall be redesignated as Class C common shares. In such instance, the authorized and issued number of Class A common shares and/or Class B common shares shall be reduced by the aggregate number of such shares so converted and the number of Class C common shares shall be correspondingly increased by the same amount. Upon notice from a Class C Member to the Company and upon approval of a Simple Majority of the Board, such consent not to be unreasonably withheld or unduly delayed, such Class C common shares shall be redesignated Class B common shares. 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.
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.
F-45
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
12. Share Incentive Plans
The Company is authorized to issue restricted stock units ("RSUs"), performance stock units ("PSUs"), restricted stock awards ("RSAs"), options (including incentive stock options and non-qualified stock options), stock appreciation rights, stock bonus awards, other stock based awards, or any combination thereof to its employees and directors under the 2023 Equity Incentive Plan, which was adopted by the Board of Directors and approved by the shareholders in connection with the Company's IPO. The 2023 Equity Incentive Plan became effective upon the completion of the IPO and replaced the 2013 Equity Incentive Plan. No new awards will be granted under the 2013 Equity Incentive Plan.
The total number of Class B common shares available for issuance under the 2023 Equity Incentive Plan may be increased on the first day of each fiscal year for a period of not more than nine years , commencing on the first day of the second fiscal year following the date on which the 2023 Equity Incentive Plan is adopted in an amount equal to the lesser of (i) two percent ( 2 %) of the outstanding Class B common shares on the last day of the immediately preceding fiscal year, and (ii) such number of Class B common shares as determined by the Company's Board of Directors (or a committee thereof) in its discretion. As of December 31, 2025, 5,452,566 Class B common shares are available for issuance of awards of all types.
Separately, the Value Appreciation Pool ("VAP") is a long-term incentive compensation plan that rewarded employees with 10 % of the increase in the multiple of the Company's estimated fair market value to GAAP shareholders' equity between the December 1, 2020 VAP inception date and the Company's Initial Public Offering on November 10, 2023.
The following table presents the compensation expense recognized relating to each award type:
Years Ended December 31,
($ in thousands)
2025 2024 2023
Share based compensation expense:
RSUs $ 15,575 $ 12,933 $ 11,358
VAP RSUs 1,805 9,210 30,352
PSUs 11,880 8,241 2,668
Total share based compensation expense:
29,260 30,384 44,378
Tax benefit ( 1,902 ) ( 1,750 ) ( 1,251 )
Share based compensation expense, net of taxes:
$ 27,358 $ 28,634 $ 43,127
The following table presents the unrecognized compensation expense relating to each award type and the weighted-average period in years over which it is expected to be recognized.
December 31, 2025
($ in thousands, except for weighted-average recognition period) Unrecognized Share Based Compensation Expense Weighted-Average Recognition Period
(in years)
Unrecognized share based compensation expense:
RSUs $ 9,926 0.9
PSUs 9,111 1.4
Total unrecognized share based compensation expense:
$ 19,037
The aggregate fair value of vested awards for the years ended December 31, 2025, 2024 and 2023 was $ 60.0 million, $ 38.6 million, and $ 10.1 million, respectively.
F-46
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Restricted Stock Units
The grant date fair value of restricted stock awards is established at the fair market value of the Company’s Class B common shares on the date of grant. During the years ended December 31, 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 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:
Year Ended December 31, 2025
Number of RSUs Weighted-Average Grant Date Fair Value
Balance, beginning of year
1,954,396 $ 14.43
Granted
931,268 $ 18.59
Vested
( 902,698 ) $ 14.53
Forfeited
( 116,234 ) $ 15.57
Balance, end of year
1,866,732 $ 16.39
Value Appreciation Pool Restricted Stock Units
The VAP, which was granted by a then nonpublic company, was initially measured as a liability award at intrinsic value and no compensation cost was recorded over the period December 1, 2020 to March 31, 2023. On May 15, 2023, the Company became a public business entity and the VAP was remeasured at fair value. The fair value of the compensation cost was estimated at each reporting date and expensed over the period for which the employee is required to provide services in exchange for the award, with any changes recorded in compensation expense by a cumulative catch-up adjustment.
The Company consummated an IPO of its Class B common shares and, on November 10, 2023, closed its first day of trading. In accordance with the Compensation Committee's decision that the VAP award would be settled in shares if triggered by an IPO, the VAP became subject to equity award accounting. The VAP RSUs 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 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 vesting:
Year Ended December 31, 2025
Number of
VAP RSUs Weighted-Average Grant Date Fair Value
Balance, beginning of year
1,528,809 $ 15.32
Vested
( 1,442,064 ) $ 15.32
Forfeited
( 86,745 ) $ 15.32
Balance, end of year
—
F-47
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Performance Stock Units
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 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.
The following table presents a roll forward of the Company's PSUs based upon expected vesting:
Year Ended December 31, 2025
Number of PSUs
Weighted-Average Grant Date Fair Value
Balance, beginning of year
1,303,448 $ 15.47
Granted 254,766 $ 18.41
Vested ( 265,968 ) $ 15.47
Change in performance factor 329,978 $ 17.74
Balance, end of year
1,622,224 $ 16.39
Warrants
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 those warrants:
(Intrinsic value in $ in thousands) Year Ended December 31, 2024
Warrants Outstanding and Exercisable
Number of Warrants Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Total Intrinsic Value Weighted-Average Remaining Contractual Term
At December 31, 2023
810,000 $ 10.00 $ 4.52 $ 4,010 0.3
Exercised ( 810,000 ) $ 10.00 $ 4.52 $ 4,140
At December 31, 2024
— $ — $ — $ — 0.0
Board of Directors' Fees
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.
F-48
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
13. Earnings Per Share
The following table sets forth the computation of basic and diluted income (loss) per common share:
Years Ended December 31,
($ and shares in thousands, except per share information) 2025 2024 2023
Numerator:
Net income (loss) attributable to common shareholders
$ 576,670 $ 400,429 $ 258,727
Denominator:
Weighted average common shares outstanding - basic 100,364 105,133 104,563
Effect of dilutive securities 3,480 3,968 1,640
Weighted average common shares outstanding - diluted 103,844 109,101 106,203
Basic income (loss) per share attributable to common shareholders $ 5.75 $ 3.81 $ 2.47
Diluted income (loss) per share attributable to common shareholders $ 5.55 $ 3.67 $ 2.44
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.
14. Income Taxes
Hamilton Group and its Bermuda domiciled subsidiaries were not subject to income tax in Bermuda in 2024 and prior. On December 27, 2023, Bermuda enacted a 15% corporate income tax that generally became effective on January 1, 2025. The legislation defers the effective date until 2030 for Bermuda companies that meet certain requirements. Hamilton Group expects to meet the requirements to remain exempt until 2030. The legislation includes a provision referred to as the Economic Transition Adjustment ("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. The jurisdictions in which Hamilton Group’s subsidiaries and branches are currently subject to tax are the United Kingdom, Ireland and the United States. The Company and some of its subsidiaries file income tax returns in the U.S. federal jurisdiction, various U.S. states, and certain foreign jurisdictions.
Income (loss) before taxes by tax jurisdiction is as follows:
Years Ended December 31,
($ in thousands)
2025 2024 2023
Jurisdiction
Domestic:
Bermuda $ 722,159 $ 581,915 $ 247,113
Foreign:
United States 30,566 9,122 ( 2,263 )
United Kingdom 71,161 32,249 12,362
Ireland 1,019 ( 1,726 ) ( 1,991 )
Income (loss) before income tax $ 824,905 $ 621,560 $ 255,221
F-49
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Income tax expense (benefit) consists of the following components:
Years Ended December 31,
($ in thousands)
2025 2024 2023
Current income tax expense (benefit)
Bermuda $ — $ — $ —
United States 14,004 9,928 10,913
United Kingdom 32 91 61
Ireland ( 7 ) ( 111 ) 92
Total current tax expense (benefit) 14,029 9,908 11,066
Deferred income tax expense (benefit)
Bermuda — ( 375 ) ( 35,063 )
United States ( 1,685 ) — —
United Kingdom ( 27,425 ) ( 1,027 ) ( 1,087 )
Ireland ( 43 ) ( 104 ) 18
Total deferred tax expense (benefit) ( 29,153 ) ( 1,506 ) ( 36,132 )
Total income tax expense (benefit) $ ( 15,124 ) $ 8,402 $ ( 25,066 )
F-50
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
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)
Amount %
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 %
Ireland:
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 ) %
F-51
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,
($ in thousands)
2025 2024 2023
Expected tax provision at Bermuda statutory tax rate of 0% $ — $ — $ —
Permanent differences:
Taxes on earnings subject to rate other than Bermuda statutory rate 24,336 9,762 2,182
Change in valuation allowance ( 45,948 ) ( 12,496 ) ( 3,567 )
Other permanent adjustments ( 2,316 ) ( 318 ) ( 42 )
Other prior year adjustments ( 408 ) 2,234 376
Tax rate changes — — 273
Withholding tax 9,179 9,381 10,377
Bermuda economic transition adjustment — — ( 35,063 )
State income tax 33 ( 161 ) 398
Total income tax expense (benefit): $ ( 15,124 ) $ 8,402 $ ( 25,066 )
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. In June 2021, the U.K. enacted a tax rate of 25% with an effective date of April 1, 2023, an increase from the previous corporation tax rate of 19%. Accordingly, for the year ended November 30, 2021, the Company revalued all of its U.K. deferred tax assets and liabilities that were expected to reverse after December 31, 2023. Revaluations of U.K. deferred tax assets and liabilities 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.
F-52
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for tax purposes. The following table presents Hamilton Group’s significant deferred tax assets and liabilities:
December 31,
($ in thousands) 2025 2024
Deferred tax assets:
U.K. net operating loss carryforwards $ 47,307 $ 45,590
U.S. net operating loss carryforwards 3,251 3,255
Ireland net operating loss carryforwards 204 218
Bermuda intangible assets 28,875 28,875
Reserve for losses and loss adjustment expenses 11,034 9,198
Unearned premium reserve 5,582 5,486
Share based compensation 2,853 5,213
Foreign tax credit 2,630 1,949
Capital loss carryforward 1,472 1,733
Other — 4,258
Total gross deferred tax assets 103,208 105,775
Less: valuation allowance ( 17,084 ) ( 63,032 )
Total net deferred tax assets 86,124 42,743
Deferred tax liabilities:
U.K. intangible assets ( 13,163 ) ( 14,233 )
Fixed assets ( 2,933 ) ( 3,520 )
Lloyd's deferred taxable income ( 18,671 ) ( 3,340 )
Other ( 1,000 ) ( 446 )
Total deferred tax liabilities ( 35,767 ) ( 21,539 )
Net deferred tax asset (liability) $ 50,357 $ 21,204
Hamilton Group records a valuation allowance against deferred tax assets if it becomes more likely than not that all or a portion of a deferred tax asset will not be realized. 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, 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.
F-53
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The Company had the following net operating loss carry-forwards, inclusive of cumulative currency translation adjustments:
($ in thousands) December 31, 2025
Tax jurisdiction Losses Carried Forward Tax
Effect Expiration
Bermuda $ — $ — n/a
Ireland 1,633 204 No expiry
United States 15,480 3,251 2042-2045
United Kingdom $ 189,227 $ 47,307 No expiry
Recognition of the benefit of a given tax position is based upon whether a company determines that it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. At December 31, 2025, the Company believes that it has no uncertain tax positions that, if challenged on technical merits, would cause a material effect on the Company's audited consolidated financial statements.
Hamilton Group classifies all interest and penalties on income taxes as part of income tax expense (benefit) . 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. With few exceptions, Hamilton Group is no longer subject to tax examinations by U.S. federal or state examinations before 2022 or non-U.S. tax examinations before 2021.
15. Commitments and Contingencies
Concentrations of Credit Risks
Credit risk arises out of the failure of a counterparty to perform according to the terms of the contract. Instruments which potentially subject the Company to concentration of credit risk consist primarily of fixed maturity and short-term investments, cash and cash equivalents, premiums receivable and reinsurance balances recoverable. The Company limits the amount of credit exposure to any one financial institution and, except for the securities of the U.S. Government and U.S. 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, 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.
F-54
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Operating Leases
The Company leases office space under operating leases in Bermuda, the United States, the United Kingdom, and Ireland. These leases expire at various dates through 2030, with a weighted average lease term of 2.0 years. 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. Leases including renewal options are recorded on the balance sheet when management is reasonably certain the options will be exercised. Operating lease expense for the years ended December 31, 2025, 2024 and 2023 was $ 3.5 million, $ 3.4 million and $ 3.8 million, respectively.
Future minimum lease payments under the leases are expected to be as follows:
($ in thousands)
Minimum Lease Payments
Year ended December 31,
2026 $ 3,110
2027 2,815
2028 1,299
2029 670
2030 118
Thereafter —
Total undiscounted lease liabilities 8,012
Less: present value discount ( 871 )
Total recorded lease liability at present value $ 7,141
Lloyd's Capital Requirements
Lloyd’s bases the capital funding requirements of the Company's corporate member, Hamilton Corporate Member Limited ("HCML"), on their latest approved Economic Capital Assessments which are determined by reference to their business plans, internal capital models, and actual performance, among other factors, as well as any other relevant corporate member obligations or receivables. Capital is in the form of Funds at Lloyd's ("FAL") which is generally available to settle the obligations of the corporate members.
Syndicate 4000 is solely supported by HCML. The Company's operations consist of a managing agent, Hamilton Managing Agency Limited, which manages the affairs of Syndicate 4000 on behalf of HCML.
The total available capital in support of the capital requirements for Syndicate 4000 is comprised of the following FAL:
($ in thousands)
December 31,
2025
Unsecured LOC capacity $ 260,000
Fixed income securities 263,135
Cash 1,422
Total $ 524,557
Indemnifications
In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications. Future events could occur that lead to the execution of these provisions against the Company. Management currently believes that the likelihood of such an event is remote.
F-55
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Litigation and Regulatory Matters
The Company is subject to legal and regulatory investigations in the ordinary course of business. As at December 31, 2025, the Company was not a party to any material legal proceeding or investigation which is expected to have a material adverse effect on our results of operations, financial condition or liquidity.
16. Related Party Transactions
Ada Capital Management Limited
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:
Years Ended December 31,
($ in thousands)
2025 2024 2023
Reinsurance premiums ceded $ ( 11,973 ) $ ( 21,584 ) $ ( 19,524 )
Net premiums earned ( 11,972 ) ( 21,585 ) ( 21,744 )
Other income (loss) 14,574 7,434 8,549
Losses and loss adjustment expenses 6,453 7,676 8,702
Acquisition costs 2,860 5,126 5,125
Net gain (loss) on related party reinsurance $ 11,915 $ ( 1,349 ) $ 632
December 31,
($ in thousands) 2025 2024
Paid losses recoverable $ 1,254 $ 2,278
Unpaid losses and loss adjustment expenses recoverable 11,762 13,262
Other assets 12,438 970
Reinsurance balances payable $ 388 $ 1,670
F-56
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
17. Statutory Requirements
The Company is subject to the laws and statutory requirements of each jurisdiction in which the Company and its subsidiaries operate. These laws establish the Company's applicable minimum required statutory capital and surplus requirements and govern its ability to pay dividends. The minimum required statutory capital and surplus is the amount of statutory capital and surplus necessary to satisfy regulatory requirements based on the Company’s current operations. The difference between statutory financial statements and statements prepared in accordance with GAAP varies by jurisdiction; however, the primary difference is that statutory financial statements generally do not reflect goodwill or intangible assets.
Group
The Bermuda Monetary Authority ("BMA") is the Company's group supervisor and its group capital and solvency requirements determine the minimum capital thresholds that Hamilton Group must meet. Hamilton Group is dependent on dividends from its subsidiaries to pay its operating and financing expenses.
The actual and minimum required statutory capital and surplus for the Company’s principal operating subsidiaries by regulatory jurisdiction were as follows:
Bermuda (1)
United Kingdom (2)
Ireland (3)
United States (4)
As at December 31,
($ in thousands) 2025 2024 2025 2024 2025 2024 2025 2024
Required statutory capital and surplus $ 904,258 $ 739,605 $ 136,974 $ 125,232 $ 90,087 $ 77,269 $ 44,062 $ 33,780
Actual statutory capital and surplus $ 2,466,485 $ 2,168,031 $ 773,216 $ 624,596 $ 148,368 $ 139,446 $ 113,151 $ 58,017
____________
(1) Minimum statutory capital and surplus at December 31, 2025 for the Bermuda operating subsidiary is required to be maintained at the greater of a minimum solvency margin ("MSM"), as disclosed in the table above, and the Enhanced Capital Requirement ("ECR"), where applicable.
(2) Minimum statutory capital and surplus at December 31, 2025 for the U.K. operating entities is determined by reference to the entities' Solvency Capital Requirement and the Solvency II capital regime. U.K. operations are subject to Lloyd’s requirements where underwriting members hold acceptable FAL and/or Syndicates hold acceptable Funds In Syndicate ("FIS") for their own account, in support of the total actual statutory capital and surplus amount. Actual statutory capital and surplus is comprised of an Economic Capital Assessment ("ECA"), derived from an approved Solvency II basis internal model, less any accumulated trading surpluses or plus any accumulated trading deficits, as calculated on a Solvency II basis.
(3) The Company's Irish operations are subject to the Solvency II regime, which requires insurance companies to hold assets that cover at least the best estimate of insurance liabilities, a risk margin, plus a risk-based Solvency Capital Requirement designed to protect against extreme stress events.
(4) Minimum statutory capital and surplus at December 31, 2025 for U.S. operating subsidiaries is determined with reference to the Company Action Level Risk-Based Capital requirements.
The statutory net income (loss) for the Company’s principal operating subsidiaries by regulatory jurisdiction was as follows:
Years Ended December 31,
($ in thousands)
2025 2024 2023
Bermuda $ 518,454 $ 432,769 $ 270,309
United Kingdom 113,395 61,879 59,778
Ireland 8,662 8,069 ( 1,911 )
United States $ 401 $ ( 12,512 ) $ ( 13,250 )
Bermuda Operations
Hamilton Re is subject to the requirements of the Insurance Act 1978, amendments thereto and Related Regulations of Bermuda (the "Insurance Act"). As a Class 4 (re)insurer, Hamilton Re must maintain capital at the greater of their MSM and their ECR, which are established by reference to the Bermuda Solvency Capital Requirement ("BSCR") model. The Insurance Act also requires Hamilton Re to maintain certain measures of solvency and liquidity.
Independent of the Insurance Act, the BMA has also established a target capital level ("TCL") for Class 4 (re)insurers, equal to 120% of their ECR. The TCL serves as an early warning tool for the BMA and failure to maintain statutory capital at least equal to the TCL will likely result in increased regulatory oversight. Hamilton Re's actual capital and surplus levels exceed the TCL at December 31, 2025.
F-57
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Hamilton Re's BSCR for the year ended December 31, 2025 must be filed with the BMA by April 30, 2026. As a result, the required statutory capital and surplus disclosed as of December 31, 2025 is based on the MSM. At December 31, 2025, the actual statutory capital and surplus of Hamilton Re was $ 2.5 billion and the MSM was $ 904.3 million.
Hamilton Re received approval from the BMA to treat its investment in TS Hamilton Fund as a "Relevant Asset" for the purpose of computing its "Liquidity Ratio" (under which relevant assets must be maintained at not less than 75% of relevant liabilities) in respect of 2025. Hamilton Re is in compliance with the Liquidity Ratio at December 31, 2025.
Under the Insurance Act, Hamilton Re is restricted as to the payment of dividends and/or distributions for amounts greater than 25% of the prior year’s statutory capital and surplus. In addition, before reducing its total statutory capital by 15% or more (as set out in its previous year's statutory financial statements), as a Class 4 Bermuda insurance subsidiary, Hamilton Re must apply to the BMA for permission to do so. For the year ended December 31, 2025, Hamilton Re had capacity to pay dividends of $ 542.0 million without prior approval under Bermuda law, of which $ 220.5 million of dividends were paid during the year. It is estimated that Hamilton Re will have capacity to pay dividends of $ 616.6 million in 2026.
United Kingdom Operations
A U.K. company’s ability to propose and pay dividends is dependent upon U.K. law and may require the approval of a local regulatory body where a minimum capital requirement applies.
As discussed in Note 15, Commitments and Contingencies , Lloyd’s bases the capital funding requirements of the Company's corporate members on their latest approved Economic Capital Assessments. As of December 31, 2025, actual levels of solvency, liquidity, and capital were in compliance with the Lloyd's requirements.
Following distributions received from Hamilton Syndicate 4000, profits arising in HCML are available for distribution subject to U.K. law. Profits arising in HMA, which is subject to Lloyds' oversight and regulation by both the Prudential Regulation Authority ("PRA") and the Financial Conduct Authority ("FCA"), are available for distribution subject to U.K. law and the preservation of a minimum capital requirement calculated with reference to Lloyd's capital tests.
The PRA regulatory requirements impose no explicit restrictions on the U.K. subsidiaries' ability to pay a dividend, but the Company must notify the PRA 28 days prior to any proposed dividend payment. Dividends may only be distributed from profits available for distribution. It is estimated that Hamilton's U.K. subsidiaries will have capacity to pay dividends of $ 3.5 million in 2026.
Ireland Operations
HIDAC is regulated by the Central Bank of Ireland ("CBI") pursuant to the Insurance Acts 1909 to 2018 (as amended), the Central Bank Acts 1942 to 2018 and all statutory instruments relating to insurance made or adopted under the European Communities Acts 1972 to 2012, including the European Union (Insurance and Reinsurance) Regulations, 2015 (as amended) and the Solvency II regime. HIDAC is required to maintain the Minimum Capital Requirement ("MCR") and the Solvency Capital Requirement ("SCR") at all times. Capital requirements are calculated by reference to Solvency II definitions. If an entity falls below the MCR or SCR, the CBI is authorized to take action to restore the financial position of the subsidiary. HIDAC was at all times in compliance with these requirements for the year ended December 31, 2025.
The amount of dividends that HIDAC is permitted to distribute is restricted to accumulated realized profits that have not been capitalized or distributed, less accumulated realized losses that have not been written off. The solvency and capital requirements must still be met subsequent to any distribution. As at December 31, 2025, HIDAC did not have retained profits available for distribution.
United States Operations
The Company’s U.S. insurance subsidiary is registered in Delaware and subject to restrictions on statutory net income and statutory surplus as determined in accordance with the relevant statutory accounting requirements established by the National Association of Insurance Commissioners, subject to state modifications thereof. They are also required to file annual statements with insurance regulatory authorities prepared in accordance with statutory accounting principles prescribed or permitted by such authorities. The U.S. insurance subsidiary is also generally required to maintain minimum levels of solvency and liquidity as determined by law and regulation, comply with regulatory capital requirements and licensing rules.
F-58
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Delaware law provides that an insurance company which is a member of an insurance holding company system and is domiciled in the state shall not pay dividends without giving prior notice to the Insurance Commissioner of Delaware and may not pay dividends without the approval of the Insurance Commissioner if the value of the proposed dividend, together with all other dividends and distributions made in the preceding twelve months, exceeds the greater of (1) 10% of statutory surplus or (2) net income, not including realized capital gains, each as reported in the prior year’s statutory annual statement. In addition, no dividend may be paid in excess of unassigned earned surplus. As at December 31, 2025, the Company's U.S. insurance subsidiary did not have retained profits available for distribution.
18 . Subsequent Events
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.
F-59
Index to Schedules to the Consolidated Financial Statements
Page
I Summary of Investments other than Investments in Related Parties
S- 2
II Condensed Financial Information of Registrant
S- 3
III Supplementary Insurance Information
S- 6
IV Supplemental Schedule of Reinsurance
S- 7
V Valuation and Qualifying Accounts
S- 8
VI Supplementary Insurance Information Concerning Property-Casualty Insurance Operations
S- 9
Schedules other than those listed above are omitted because they are not applicable.
S-1
SCHEDULE I
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(THOUSANDS OF UNITED STATES DOLLARS)
($ in thousands) December 31, 2025
Type of investment Cost or
Amortized Cost Fair
Value Amount at which shown in the balance sheet
Fixed maturities:
Bonds:
U.S. government treasuries $ 795,780 $ 797,834 $ 797,834
U.S. states, territories and municipalities 12,924 12,960 12,960
Non-U.S. sovereign governments and supranationals 108,296 110,861 110,861
Corporate 1,557,582 1,584,144 1,584,144
Residential mortgage-backed securities - Agency 370,516 365,650 365,650
Residential mortgage-backed securities - Non-agency 33,052 32,545 32,545
Commercial mortgage-backed securities - Non-agency 94,223 94,698 94,698
Other asset-backed securities 238,567 239,851 239,851
Total fixed maturities $ 3,210,940 3,238,543 3,238,543
Investments in Two Sigma Funds 1,587,658 1,587,658
Short-term investments 200,459 200,459
Total investments $ 5,026,660 $ 5,026,660
S-2
SCHEDULE II
HAMILTON INSURANCE GROUP, LTD. (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (1)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(THOUSANDS OF UNITED STATES DOLLARS)
December 31,
($ in thousands) 2025 2024
Assets
Cash and cash equivalents $ 28,753 $ 13,624
Investment in subsidiaries 2,833,752 2,358,386
Intercompany loan receivable 113,423 113,423
Interest receivable on intercompany loan 5,555 5,555
Other assets 7,265 5,036
Total assets $ 2,988,748 $ 2,496,024
Liabilities and Shareholders' Equity
Liabilities
Due to subsidiaries $ 10,293 $ 11,785
Term loan payable 149,743 149,945
Accounts payable and accrued liabilities 6,613 5,585
Total liabilities 166,649 167,315
Shareholders' Equity
Common shares
Class A 173 178
Class B 663 643
Class C 154 194
Additional paid-in capital 1,134,985 1,163,609
Accumulated other comprehensive loss ( 4,441 ) ( 4,441 )
Retained earnings 1,690,565 1,168,526
Total shareholders' equity 2,822,099 2,328,709
Total liabilities and shareholders' equity $ 2,988,748 $ 2,496,024
(1) The condensed financial information should be read in conjunction with the consolidated U.S. GAAP financial statements and notes thereto.
S-3
SCHEDULE II
HAMILTON INSURANCE GROUP, LTD. (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT – CONTINUED (1)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(THOUSANDS OF UNITED STATES DOLLARS)
Years Ended December 31,
($ in thousands) 2025 2024 2023
Revenues
Intercompany loan interest $ 7,436 $ 7,393 $ 7,296
Net foreign exchange gains (losses) ( 34 ) 8 24
Other income (loss) ( 285 ) 633 626
Total revenues 7,117 8,034 7,946
Expenses
General and administrative expenses 56,025 55,011 52,280
Interest expense 14,277 16,352 15,500
Total expenses 70,302 71,363 67,780
Net income (loss) before equity in earnings of subsidiaries ( 63,185 ) ( 63,329 ) ( 59,834 )
Equity in earnings of subsidiaries 419,355 266,261 274,538
Dividend income 220,500 197,497 44,023
Net income (loss) attributable to common shareholders $ 576,670 $ 400,429 $ 258,727
(1) The condensed financial information should be read in conjunction with the consolidated U.S. GAAP financial statements and notes thereto.
S-4
SCHEDULE II
HAMILTON INSURANCE GROUP, LTD. (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT – CONTINUED (1)
CONDENSED STATEMENTS OF CASH FLOWS
(THOUSANDS OF UNITED STATES DOLLARS)
Years Ended December 31,
($ in thousands) 2025 2024 2023
Cash flows provided by (used in) operating activities
Net income (loss) attributable to common shareholders $ 576,670 $ 400,429 $ 258,727
Less: dividend income and equity in earnings of subsidiaries ( 639,855 ) ( 463,758 ) ( 318,561 )
Net income (loss) before equity in earnings of subsidiaries ( 63,185 ) ( 63,329 ) ( 59,834 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Other operating inflows (outflows) 26,676 18,927 63,035
Net cash provided by (used) in operating activities ( 36,509 ) ( 44,402 ) 3,201
Cash flows provided by (used in) investing activities
Other investing inflows (outflows) — ( 216 ) ( 146 )
Dividends from subsidiaries 220,500 197,497 44,023
Capital contributions to subsidiaries ( 56,011 ) ( 14,199 ) ( 113,350 )
Net cash provided by (used in) investing activities 164,489 183,082 ( 69,473 )
Cash flows provided by (used in) financing activities
Other financing inflows (outflows) ( 311 ) — —
Repurchase of common shares ( 112,539 ) ( 150,350 ) ( 2,435 )
Issuance of common shares ( 1 ) 396 82,997
Net cash provided by (used in) financing activities ( 112,851 ) ( 149,954 ) 80,562
Net increase (decrease) in cash and cash equivalents 15,129 ( 11,274 ) 14,290
Cash and cash equivalents, beginning of period 13,624 24,898 10,608
Cash and cash equivalents, end of period $ 28,753 $ 13,624 $ 24,898
(1) The condensed financial information should be read in conjunction with the consolidated U.S. GAAP financial statements and notes thereto.
S-5
SCHEDULE III
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
(THOUSANDS OF UNITED STATES DOLLARS)
December 31, 2025 Year Ended December 31, 2025
($ in thousands) Deferred policy acquisition costs Future policy benefits, losses, claims and
loss adjustment expenses Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss) (1)
Benefits, claims, losses, and settlement expenses Amortization of deferred policy acquisition costs Other operating expenses Net premiums written
International $ 130,297 $ 2,353,853 $ 753,465 $ 1,055,377 $ 571,298 $ 276,676 $ 167,221 $ 1,132,061
Bermuda 126,906 2,061,323 624,009 1,054,399 687,223 230,614 54,522 1,155,482
Total $ 257,203 $ 4,415,176 $ 1,377,474 $ 2,109,776 $ 775,132 $ 1,258,521 $ 507,290 $ 221,743 $ 2,287,543
December 31, 2024 Year Ended December 31, 2024
($ in thousands) Deferred policy acquisition costs Future policy benefits, losses, claims and
loss adjustment expenses Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss) (1)
Benefits, claims, losses, and settlement expenses Amortization of deferred policy acquisition costs Other operating expenses Net premiums written
International $ 110,032 $ 1,957,679 $ 650,287 $ 886,934 $ 498,023 $ 216,971 $ 148,824 $ 969,605
Bermuda 98,953 1,574,812 471,990 847,795 512,150 171,960 61,189 951,564
Total $ 208,985 $ 3,532,491 $ 1,122,277 $ 1,734,729 $ 574,674 $ 1,010,173 $ 388,931 $ 210,013 $ 1,921,169
December 31, 2023 Year Ended December 31, 2023
($ in thousands) Deferred policy acquisition costs Future policy benefits, losses, claims and
loss adjustment expenses Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss) (1)
Benefits, claims, losses, and settlement expenses Amortization of deferred policy acquisition costs Other operating expenses Net premiums written
International $ 84,983 $ 1,717,422 $ 547,629 $ 703,508 $ 362,137 $ 186,698 $ 127,402 $ 770,399
Bermuda 71,912 1,312,615 363,593 615,025 352,466 122,450 55,763 710,039
Total $ 156,895 $ 3,030,037 $ 911,222 $ 1,318,533 $ 239,855 $ 714,603 $ 309,148 $ 183,165 $ 1,480,438
(1) The Company does not manage its investments by reportable segment and therefore total net realized and unrealized gains (losses) on investments and net investment income (loss) is not allocated to each reportable segment.
S-6
SCHEDULE IV
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
REINSURANCE
(THOUSANDS OF UNITED STATES DOLLARS)
($ in thousands) Gross premiums earned Ceded to other companies Assumed from other companies Net
premiums earned Percentage of amount assumed to net
Year ended December 31, 2025
Premiums earned $ 1,376,471 $ 558,172 $ 1,291,477 $ 2,109,776 61 %
Year ended December 31, 2024
Premiums earned 1,180,932 476,798 1,030,595 1,734,729 59 %
Year ended December 31, 2023
Premiums earned $ 1,016,762 $ 440,607 $ 742,378 $ 1,318,533 56 %
S-7
SCHEDULE V
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
($ in thousands) Opening Balance Additions Deductions Closing Balance
December 31, 2025
Allowance for expected credit losses (1)
$ 4,462 $ 699 $ — $ 5,161
December 31, 2024
Allowance for expected credit losses (1)
3,687 782 ( 7 ) 4,462
December 31, 2023
Allowance for expected credit losses (1)
3,633 54 — 3,687
(1) Deducted from Premiums receivable, and Paid losses recoverable and Unpaid losses and loss adjustment expenses recoverable.
S-8
SCHEDULE VI
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
SUPPLEMENTAL INSURANCE INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
(THOUSANDS OF UNITED STATES DOLLARS)
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
Year ended December 31, 2025 $ 257,203 $ 4,415,176 $ — $ 1,377,474 $ 2,109,776 $ 775,132
Year ended December 31, 2024 208,985 3,532,491 — 1,122,277 1,734,729 574,674
Year ended December 31, 2023 $ 156,895 $ 3,030,037 $ — $ 911,222 $ 1,318,533 $ 240,066
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
Consolidated subsidiaries
Year ended December 31, 2025 $ 1,323,451 $ ( 64,930 ) $ 507,290 $ 627,301 $ 2,287,543
Year ended December 31, 2024 1,030,612 ( 20,439 ) 388,931 516,766 1,921,169
Year ended December 31, 2023 $ 730,220 $ ( 15,617 ) $ 309,148 $ 564,798 $ 1,480,438
S-9