Hamilton Insurance Group, Ltd.
For the period ended Dec 31, 2025. Filed Mar 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
HAMILTON INSURANCE GROUP, LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2026 Annual General
Meeting of Shareholders
On behalf of the Hamilton Insurance Group, Ltd. Board of Directors,(the "Board of Directors" or "Board") you are cordially invited to attend the Hamilton 2026 Annual General Meeting of Shareholders (the “Annual Meeting" or “Annual General Meeting”).
Meeting Details
| Date and Time | Location | Record Date |
|---|---|---|
| May 5, 2026 at 9:00 A.M. Eastern Time ("ET") | Live via the Internet at www.virtualshareholdermeeting.com/HG2026 | Shareholders of record as of the close of business on March 17, 2026 are entitled to vote at the Annual Meeting |
How To Vote
| Method | Details | Vote must be received or submitted by: |
|---|---|---|
| By Phone | 1-800-690-6903 | 11:59 p.m. ET, May 4, 2026 |
| Online Before the Meeting | www.proxyvote.com | 11:59 p.m. ET, May 4, 2026 |
| By Mail | Return your completed proxy card in the prepaid envelope | 11:59 p.m. ET, May 4, 2026 |
| Online During the Meeting | www.virtualshareholdermeeting.com/HG2026 | Before the polls close during the Annual Meeting |
Matters to Be Voted On
| 1 | To elect 11 Class B directors to serve until the 2027 Annual General Meeting of Shareholders or until their successors are duly elected and qualified |
| 2 | To approve, on a non-binding advisory basis, the compensation paid to our named executive officers |
| 3 | To appoint Ernst & Young Ltd. to act as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and to authorize the Board, acting through the Audit Committee, to set the fees for the independent registered public accounting firm |
We may also transact any other business as may properly come before the meeting. As of the date of this proxy statement, we are not aware of any business to be presented for consideration other than the matters described above.
Proxies
The Board of Directors is soliciting proxies to be voted at the Annual Meeting on May 5, 2026, and at any postponed or reconvened meeting. Shareholders of record are being mailed, sent or given, on or about March 24, 2026, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the Proxy Materials on the Internet.
Accessing the 2026 Annual General Meeting
Your vote is important—we value input from all of our shareholders.
Please take time to review the accompanying proxy statement, which includes important details about the proposals to be considered at the Annual General Meeting.
To join the meeting and vote, you will need the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, your proxy card, or any voting instruction form included with these materials.
This year’s Annual General Meeting will be held in a virtual format, allowing shareholders to attend, vote, and submit questions online. We believe this approach enhances accessibility and encourages meaningful engagement with management, no matter where you are located. You are encouraged to participate virtually and vote your shares in advance by proxy.
For more information on voting and participating in the virtual meeting, please refer to the “Voting and Meeting Information” section in the proxy statement.
By order of the Board,
Gemma Carreiro
General Counsel & Secretary
March 24, 2026
Important Notice Regarding the Availability of Proxy Materials to be held virtually via the Internet on May 5, 2026. Our 2026 proxy statement as well as our 2025 Annual Report are available free of charge in the investors section of our website at www.hamiltongroup.com.
Table of Contents
| Proxy Statement Summary | 1 |
|---|---|
| Annual General Meeting Information | 1 |
| Proposals | 1 |
| Corporate Governance | 5 |
| PROPOSAL ONE:Election of Class B Directors | 5 |
| Board Composition | 12 |
| Skills, Qualifications and Experience of Directors | 14 |
| Board and Committee Evaluations | 17 |
| Certain Relationships and Related Party Transactions | 17 |
| Board Committees | 20 |
| Meetings of the Board and its Committees | 22 |
| Meetings of Non-Management Directors | 22 |
| Compensation and Personnel Committee Interlocks and Insider Participation | 23 |
| Board Leadership Structure | 23 |
| Consideration of Director Nominees | 23 |
| Board Oversight of Risk and Risk Management | 24 |
| Code of Conduct and Corporate Governance Framework | 25 |
| In Good Company: How We Work and What We Stand For | 25 |
| Governance‑Driven Long-Term Value Creation | 26 |
| Human Capital Management | 28 |
| Shareholder Engagement | 29 |
| Security Ownership of Certain Beneficial Owners and Management | 31 |
| Executive Officers | 34 |
| Compensation | 38 |
| PROPOSAL TWO:Non-Binding Advisory Vote on Fiscal 2025 Compensation Paid to our Named Executive Officers | 38 |
| Compensation Discussion and Analysis | 40 |
| Compensation and Personnel Committee Report | 63 |
| Executive Compensation Tables | 64 |
| Employment and Other Agreements with Named Executive Officers | 66 |
| Long-Term Equity Compensation | 68 |
| Annual Incentive Plan | 68 |
| Additional Benefits | 68 |
| Pension Benefits | 71 |
| Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans | 71 |
| Potential Payments Upon Termination or Change in Control | 71 |
| Equity Compensation Plan Information Table | 75 |
| Pay Versus Performance Table and Disclosures | 76 |
| CEO Pay Ratio | 80 |
| 2025 Director Compensation | 81 |
| Audit Matters | 83 |
| PROPOSAL THREE:Appointment of Independent Auditors | 83 |
| Audit Committee Report | 84 |
| Principal Accountant Fees and Services | 85 |
| Shareholder Proposals for 2027 Annual General Meeting | 86 |
| Shareholder Proposals for Inclusion in 2027 Proxy Statement | 86 |
| Shareholder Proposals to be Introduced at the 2027 Annual General Meeting | 86 |
| Voting and Meeting Information | 87 |
| Other Matters | 91 |
| Appendix 1 - Non-GAAP Financial Measures | 93 |
| Non-GAAP Financial Measures Reconciliation | 93 |
| Operating Ratios | 94 |
| Appendix 2: Class A Proxy Card | 95 |
| Appendix 3: Class B Proxy Card | 98 |
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “target,” “should,” “could,” “would,” “seeks,” “intends,” “plans,” “contemplates,” “estimates,” or “anticipates,” or similar expressions which concern our strategy, plans, projections or intentions. These forward-looking statements appear throughout this proxy statement and address such matters such as our industry, growth strategy, market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, corporate governance practices, risk management, shareholder engagement, executive and director compensation programs, and equity compensation utilization. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions, and changes in circumstances that are difficult to predict or quantify. Although we believe our expectations and projections are reasonable, actual results may differ materially.
Factors that can cause results to differ materially include those described under “Special Note Regarding Forward-Looking Statements” in Hamilton's Annual Report on Form 10-K ("Annual Report") filed with the Securities and Exchange Commission ("SEC") and available on our website, as well as other risks and uncertainties. You should evaluate all forward-looking statements in the context of these risks and uncertainties.
We cannot assure you that we will achieve the results or developments we expect or, even if realized, that they will have the anticipated effects. All forward-looking statements in this proxy statement apply only as of its date and are expressly qualified in their entirety by this cautionary note. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
When used in this proxy statement, unless otherwise mentioned or unless the context indicates otherwise, the terms "we", "us", "our", the "Company", the "Group" and "Hamilton" refer to Hamilton Insurance Group, Ltd. and its consolidated subsidiaries.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.