Hamilton Insurance Group Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits
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Property-Casualty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 1.01.Entry into a Material Definitive Agreement
On April 1, 2026, Hamilton Insurance Group, Ltd. (the “Group”), Hamilton Re, Ltd. (“Hamilton Re”), Two Sigma Hamilton Fund, LLC (the “Fund”), Two Sigma Principals, LLC (the “Managing Member”), and Two Sigma Investments, LP (the “Investment Manager”) entered into a letter agreement (the “Investment Agreement”) governing Hamilton Re’s investment in the Fund. The Investment Agreement replaces and supersedes the Commitment Agreement dated July 1, 2023, as amended on January 1, 2025 (collectively, the “Prior Commitment Agreement”).
Under the Investment Agreement, Hamilton Re has agreed to use reasonable best efforts to maintain an investment in the Fund in an amount not less than the lesser of (i) $1.8 billion or (ii) 60% of the Group’s net tangible assets (the “Minimum Commitment Amount”). The Investment Agreement establishes a two‑tier withdrawal structure distinguishing between capital attributable to amounts in excess of the Minimum Commitment Amount (“Sub‑Series A Interests”) and capital at or below such amount (“Sub‑Series B Interests”). Withdrawals of Sub‑Series A Interests may be made as of the last calendar day of each calendar quarter upon at least 55 days’ prior notice, and withdrawals of Sub‑Series B Interests may be made monthly, subject to a six‑month notice requirement and monthly withdrawal limitations, including a maximum withdrawal of 1/12th of the Sub‑Series B Interests per month.
The Investment Agreement also contains provisions regarding, among other things, allocation targets, notice requirements for certain changes in control or business operations, quarterly certification requirements and confidentiality.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8‑K.
Item 1.02 Termination of a Material Definitive Agreement
Pursuant to and in connection with entering into the Investment Agreement, the Group, Hamilton Re and the other parties thereto agreed to terminate, effective April 1, 2026, the Prior Commitment Agreement. The Prior Commitment Agreement previously governed Hamilton Re’s investment in the Fund and included, among other things, minimum commitment provisions, rolling commitment periods, withdrawal mechanics, allocation parameters, monthly certification requirements, and certain withdrawal rights that are not contained in the Investment Agreement. The Investment Agreement described in Item 1.01 replaces and supersedes the Prior Commitment Agreement
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit No. | Description | |||||||
| 10.1 | ||||||||
101 | Interactive Data File (formatted in Inline XBRL and includes the Cover Page Interactive Data File) | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 2, 2026 | HAMILTON INSURANCE GROUP, LTD. | |||||||
| By: | /s/ Gemma Carreiro | |||||||
| Gemma Carreiro | ||||||||
| Group General Counsel | ||||||||