SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Krishnamoorthy Venkatanarayanan
(Last) (First) (Middle)
C/O HAMILTON INSURANCE GROUP, LTD.
WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD
(Street)
PEMBROKE D0 HM08
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hamilton Insurance Group, Ltd. [ HG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Group CTO and Group CDO
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Shares 02/26/2025 A 7,320 A $0 67,921(1) D
Class B Common Shares 02/26/2025 A 10,668(2) A $0 78,589 D
Class B Common Shares 02/26/2025 F 2,194(3) D $18.41(4) 76,395 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported transaction involved the reporting person's receipt of a grant of 7,320 restricted stock units ("RSUs") under the Hamilton Insurance Group, Ltd. ("HG") Equity Incentive Plan which vest one third per year on March 1, 2026, 2027 and 2028 respectively. Each RSU represents a contingent right to receive one share of HG Class B Common Shares upon vesting. The total reported in Column 5 includes the 7,320 newly awarded and unvested RSUs, 37,501 unvested RSUs previously reported in Table I and Table II and 23,100 Common Shares.
2. Represents shares acquired upon the certification by HG for the satisfaction of performance criteria underlying an award of performance stock units ("PSUs") previously granted to the reporting person under the terms of the HG Equity Incentive Plan. The reporting person's PSUs are earned based on the HG annualized underwriting return on capital for the 3-year performance period ending on December 31, 2024. HG confirmed the annualized underwriting return on capital for the 3-year performance period ending on December 31, 2024, was 6.1%, resulting in a performance payout at 146.4% of target.
3. Represents shares retained by the issuer to satisfy tax withholding obligations upon vesting of PSUs.
4. Represents the value of the shares on the vesting date which was used to determine the number of shares to be retained by the issuer to satisfy the tax withholding obligations.
Remarks:
s/ Gemma Carreiro, Attorney-in-Fact 02/28/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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