Hamilton Insurance Group Ltd
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 7, 2024
HG$38.82+3.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Financial Statements
The audited consolidated financial statements of Hamilton Insurance Group, Ltd. and related Notes thereto are listed in the accompanying Index to the Consolidated Financial Statements and are filed as part of this Form 10-K.
Financial Statement Schedules
The Schedules to the audited consolidated financial statements of Hamilton Insurance Group, Ltd. are listed in the accompanying Index to the Consolidated Financial Statements and are filed as a part of this Form 10-K.
Exhibit Index
| Exhibit No. | Description |
| 3.1 | Memorandum of Association of Hamilton Insurance Group, Ltd. (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 3.2 | Fourth Amended and Restated Bye-laws of Hamilton Insurance Group, Ltd. (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 (File No. 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 |
| 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 |
| 4.1 | Registration Rights Agreement, dated as of December 23, 2013, by and among Hamilton Insurance Group, Ltd. and the parties set forth therein (incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 4.2* | Shareholders Agreement, dated as of November 14, 2023, by and among Hamilton Insurance Group, Ltd. and the parties set forth therein |
| 4.3* | Description of Securities |
| 10.1 | Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.2† | Hamilton Insurance Group, Ltd. 2013 Equity Incentive Plan and Form of Award Agreements (incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.3† | Hamilton Insurance Group, Ltd. 2023 Equity Incentive Plan and Form of Award Agreements (incorporated by reference to Exhibit 99 of the Registration Statement on Form S-8 (File No. 333-275463) filed on November 9, 2023) |
| 10.3.1† | Form of Restricted Stock Unit Award Agreement (Time Vesting) and Hamilton Insurance Group, Ltd. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 of the Registration Statement on Form S-8 (File No. 333-275463) filed on November 9, 2023) |
| 10.3.2† | Form of Restricted Stock Unit Award Agreement (Performance Vesting) and Hamilton Insurance Group, Ltd. 2023 Equity Incentive Plan incorporated by reference to Exhibit 99.4 of the Registration Statement on Form S-8 (File No. 333-275463) filed on November 9, 2023) |
| 10.4† | Hamilton Insurance Group, Ltd. Value Appreciation Pool Rules and Form of Award Agreement (incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 (File No. 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 the 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 |
| 10.6† | Employment Agreement, dated as of April 27, 2021, between Hamilton U.S. Services LLC and Craig Howie (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.6.1*† | Employment Agreement, dated as of March 6, 2024, between Hamilton Insurance Group, Ltd. and Craig Howie |
| 10.7† | Employment Agreement, dated as of September 1, 2020, between Hamilton BDA Services Limited and Megan Thomas (incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.7.1*† | Addendum A dated March 6, 2024 to Employment Agreement, dated as of September 1, 2020, between Hamilton BDA Services Limited and Megan Thomas |
| 10.8† | Contract of Employment, dated March 18, 2021, between Hamilton UK Services Limited and Adrian Daws (incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.8.1*† | Addendum A dated March 6, 2024 to Contract of Employment, dated March 18, 2021, between Hamilton UK Services Limited and Adrian Daws |
| 10.9† | Employment Agreement, dated as of January 4, 2021, between Hamilton BDA Services Limited and Peter Skerlj (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.9.1† | Separation Agreement, dated as of September 27, 2022, between Peter Skerlj and Hamilton BDA Services Limited, as amended as of December 20, 2022 (incorporated by reference to Exhibit 10.12 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.10 | Fifth Amendment to Term Loan Credit Agreement, dated as of June 23, 2022 (incorporated by reference to Exhibit 10.13 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.11 | Fifth Amended and Restated Credit Agreement, dated as of June 23, 2022 (incorporated by reference to Exhibit 10.14 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.12 | Amendment and Restatement Agreement, dated as of November 1, 2022 (incorporated by reference to Exhibit 10.15 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.13 | Letter of Credit, dated as of August 13, 2021, among Hamilton Re, Ltd., Hamilton Insurance Designated Activity Company, Hamilton Insurance Group, Ltd. and Bank of Montreal, as amended by that certain First Amendment to Letter of Credit Agreement, dated as of August 11, 2023 (incorporated by reference to Exhibit 10.16 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.14.1* | First Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2017 |
| 10.14.2* | Second Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2018 |
| 10.14.3* | Third Amendment to Third Amended and Restated Reimbursement Agreement, dated as of May 7, 2019 |
| 10.14.4* | Fourth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 16, 2019 |
| 10.14.5* | Fifth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2019 |
| 10.14.6 | Sixth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 29, 2020 |
| 10.14.7* | Seventh Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 28, 2021 |
| 10.14.8 | Eighth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2022 (incorporated by reference to Exhibit 10.17 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.14.9 | Ninth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of July 5, 2023 2022 (incorporated by reference to Exhibit 10.17.1 of the Registration Statement on Form S-1 (File No. 333-275000) filed on November 1, 2023) |
| 10.14.10 | Tenth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 26, 2023 (incorporated by reference to Exhibit 10.17.2 of the Registration Statement on Form S-1 (File No. 333-275000) filed on November 1, 2023) |
| 10.14.11* | Eleventh Amendment to Third Amended and Restated Reimbursement Agreement, dated as of November 24, 2023 |
| 10.14.12* | Twelfth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of January 30, 2024 |
| 10.15 | Commitment Agreement with Two Sigma Investments, LP, effective as of July 1, 2023 (incorporated by reference to Exhibit 10.18 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.16 | Amended and Restated Investment Management Agreement, dated as of July 1, 2023, between Two Sigma Hamilton Fund, LLC and Two Sigma Investments, LP. (incorporated by reference to Exhibit 10.19 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.17 | Fifth Amended and Restated Limited Liability Company Agreement of Two Sigma Hamilton Fund, LLC, dated as of July 1, 2023 (incorporated by reference to Exhibit 10.20 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.18 | Investment Management Agreement, dated as of April 25, 2018 between DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) and Hamilton Insurance Group, Ltd., for itself and its subsidiaries and affiliates (incorporated by reference to Exhibit 10.21 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.19 | Amended and Restated Discretionary Investment Management Agreement, dated as of June 6, 2018, by and between Hamilton Managing Agency Limited (formerly Pembroke Managing Agency Limited) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.22 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 10.20 | Discretionary Investment Management Agreement, dates as of July 1, 2019, by and between Hamilton Insurance Designated Activity Company (formerly Ironshore Europe DAC) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.23 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023) |
| 14.1* | Code of Conduct and Ethics |
| 21.1 | Subsidiaries of Hamilton Insurance Group, Ltd. (incorporated by reference to Exhibit 21.1 of the Registration Statement on Form S-1 (File No. 333-275000) filed on November 1, 2023) |
| 23.2* | Consent of Ernst & Young Ltd. |
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. |
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. |
|---|---|
| 32.1* | Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| EX-97* | Hamilton Insurance Group, Inc. Policy for the Recovery of Erroneously Awarded Compensation [adopted November 10, 2023] |
| * | Filed herewith |
| † | Management contract or compensatory plan or arrangement |
| 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) |
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