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Account
Hamilton Insurance Group
HG
#3983
Rank
$3.16 B
Marketcap
๐ง๐ฒ
Country
$31.86
Share price
-1.64%
Change (1 day)
50.42%
Change (1 year)
๐ฆ Insurance
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Hamilton Insurance Group
Quarterly Reports (10-Q)
Submitted on 2026-05-06
Hamilton Insurance Group - 10-Q quarterly report FY
Text size:
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0001593275
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12/31
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Q1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM
10-Q
__________________________________
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:
001-41862
__________________________________
Hamilton Insurance Group, Ltd.
(Exact name of registrant as specified in its charter)
__________________________________
Bermuda
98-1153847
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Wellesley House North, 1st Floor
,
90 Pitts Bay Road
Pembroke
HM 08
Bermuda
(Address of Principal Executive Offices and Zip Code)
(
441
)
405-5200
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class B common shares, par value $0.01 per share
HG
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. ☒
Yes
☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒
Yes
☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes
☒
No
The registrant's number of Class B common shares outstanding as of April 30, 2026 was
66,532,272
.
Hamilton Insurance Group, Ltd.
Table of Contents
Page
Part I. Financial Information
Item 1. Financial Statements
4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
31
Item 3. Quantitative and Qualitative Disclosures About Market Risk
67
Item 4. Controls and Procedures
67
Part II. Other Information
Item 1. Legal Proceedings
69
Item 1A. Risk Factors
69
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
71
Item 3. Defaults Upon Senior Securities
71
Item 4. Mine Safety Disclosures
71
Item 5. Other Information
71
Item 6. Exhibits
72
Signatures
73
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Hamilton Insurance Group, Ltd. ("Quarterly Report") includes "forward looking statements" pursuant to the safe harbor provisions 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," "forecasts," or "anticipates," or similar expressions which concern our strategy, plans, projections or intentions. These forward-looking statements appear in a number of places throughout this Quarterly Report and relate to matters such as our industry, growth strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, business plans (including syndicate capacity forecasts) and other financial and operating information. 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, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties, and other important factors that could cause our actual results to differ materially from the forward-looking statements contained herein. Such risks, uncertainties, and other important factors include, among others, the risks, uncertainties and factors set forth in "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K"), our other subsequent periodic reports filed with the Securities and Exchange Commission and the following:
•
challenges from competitors, including those arising from industry consolidation, alternative capital and technological advancements, including the increasing use of advanced analytics and artificial intelligence;
•
unpredictable events, including natural catastrophes and man‑made disasters, global climate change and emerging claim, litigation and coverage issues that may increase loss severity or expand coverage obligations;
•
our ability, or that of the third parties on which we rely, to ensure reserves are adequate to cover actual losses and to accurately assess underwriting risk, models, assumptions, data quality and the pricing of risks, particularly in long‑tail, low‑frequency or emerging lines of business;
•
our ability to defend and protect our intellectual property rights, including our proprietary technology platforms and data, to comply with obligations under license and technology agreements or to obtain or renew licenses to technology or data on reasonable terms;
•
the impact of risks associated with human error, misconduct or fraud, model uncertainty, cybersecurity threats such as cyber‑attacks and security breaches, misuse of artificial intelligence and our reliance on third‑party information technology systems that may fail, be disrupted or require replacement;
•
our ability to secure necessary credit facilities, letters of credit or other forms of financing or collateral on favorable terms or at all;
•
our limited financial and operational flexibility due to covenants and other restrictions in our existing or future credit facilities and debt arrangements;
•
our exposure to the credit risk of insurance and reinsurance intermediaries on which we rely for the collection of premiums and payment of claims;
•
our failure to pay claims in a timely manner, significant reserve strengthening, or the need to sell investments under unfavorable market or other conditions in order to meet liquidity requirements;
•
downgrades, potential downgrades or other negative actions by rating agencies, including changes in rating agency methodologies;
•
our ability to manage risks associated with adverse macroeconomic conditions, geopolitical instability and global events, including current or anticipated military conflicts, public health crises, terrorism, sanctions, inflation, rising interest rates, energy price volatility and other disruptions;
•
the cyclical nature of the insurance and reinsurance business, which may result in declines in pricing and more competitive terms and conditions;
•
our results of operations fluctuating significantly from period to period and not being indicative of our long‑term prospects;
•
our ability to execute our strategy and to adapt our business and strategic plans in response to changing market, regulatory and competitive conditions;
•
our dependence on key executives and other personnel, including the potential loss of Bermudian or other critical personnel, and our ability to attract and retain qualified employees in highly competitive labor markets;
2
•
foreign operational risks, including foreign currency risk, political instability, regulatory uncertainty and differing legal regimes in jurisdictions where we operate;
•
our ability to identify, execute and integrate growth opportunities, including acquisitions or other strategic transactions, and to realize the anticipated benefits of such initiatives;
•
risks arising from our management of alternative reinsurance platforms and vehicles for third‑party investors;
•
our inability to control the asset allocation, investment decisions or performance of the Two Sigma Hamilton Fund, LLC (the "TS Hamilton Fund") and our limited ability to withdraw capital from the TS Hamilton Fund;
•
conflicts of interest, governance, operational or regulatory risks involving Two Sigma Investments, LP ("Two Sigma"), the TS Hamilton Fund or their respective affiliates that could adversely affect investment performance or our business;
•
the historical performance of Two Sigma or the TS Hamilton Fund not being indicative of future performance or our future results;
•
risks associated with our investment strategy, including the use of leverage, derivatives, illiquid assets and concentration risk, which may be greater than those faced by some of our competitors;
•
our potentially becoming subject to additional or increased taxation, including U.S. federal income tax, Bermuda tax or other taxes, as a result of changes in tax laws, interpretations or our operations;
•
the potential classification of us or our subsidiaries as a passive foreign investment company or becoming subject to U.S. withholding and information reporting requirements under the U.S. Foreign Account Tax Compliance Act ("FATCA");
•
our ability to compete effectively in a highly regulated industry in light of new or changing domestic or international laws and regulations, including accounting standards and evolving regulatory interpretations;
•
the suspension, limitation or revocation of licenses or approvals required by our insurance and reinsurance subsidiaries;
•
significant legal, regulatory or governmental proceedings or investigations;
•
restrictions on our insurance and reinsurance subsidiaries’ ability to pay dividends or make other distributions to us;
•
challenges and costs associated with compliance with public company disclosure, governance and internal control requirements;
•
the limited ability of investors to influence corporate matters due to our multi‑class share structure and the voting provisions in our Bye‑laws;
•
the risk that anti‑takeover provisions in our Bye‑laws or Bermuda law could discourage, delay or prevent a change in control, even if beneficial to shareholders; and
•
difficulties investors may face in enforcing judgments or protecting their interests against us or our directors and officers.
There may be other factors that could cause our actual results to differ materially from the forward-looking statements, including factors disclosed under the sections entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K as well as in this Quarterly Report. You should evaluate all forward-looking statements made herein in the context of these risks and uncertainties.
You should read this information completely and with the understanding that actual future results may be materially different from expectations. We caution you that the risks, uncertainties, and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements contained herein apply only as of the date hereof and are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
Available Information
We encourage investors and others to frequently visit our website, www.hamiltongroup.com, including our Investor Relations web pages investors.hamiltongroup.com. Information found on, or accessible through, our website is not a part of, and is not incorporated into this Quarterly Report. Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are available, free of charge, on our website as soon as reasonably practicable after we file such material electronically with, or furnish it to, the U.S. Securities and Exchange Commission (the "SEC"). The SEC also maintains a website that contains our SEC filings. The address of the site is www.sec.gov.
3
Part I. Financial Information
Item 1. Financial Statements
Index To Unaudited Condensed Consolidated Financial Statements
Page
Unaudited Condensed Consolidated Balance Sheets
5
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
6
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
7
Unaudited Condensed Consolidated Statements of Cash Flows
8
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 1. Organization
9
Note 2. Summary of Significant Accounting Policies
10
Note 3. Investments
10
Note 4. Fair Value
16
Note 5. Variable Interest Entities
18
Note 6. Reinsurance
19
Note 7. Reserve for Losses and Loss Adjustment Expenses
21
Note 8. Segment Reporting
23
Note 9. Debt and Credit Facilities
26
Note 10. Share Capital
28
Note 11. Earnings Per Share
30
Note 12. Subsequent Events
30
4
Hamilton Insurance Group, Ltd.
Unaudited Condensed Consolidated Balance Sheets
($ in thousands, except share information)
March 31,
2026
December 31,
2025
Assets
Fixed maturity investments, at fair value
(amortized cost 2026: $
3,029,242
; 2025: $
3,210,940
)
$
3,016,314
$
3,238,543
Short-term investments, at fair value (amortized cost 2026: $
450,836
; 2025: $
200,052
)
451,185
200,459
Investments in Two Sigma Funds, at fair value (cost 2026: $
1,416,955
; 2025: $
1,355,563
)
1,685,031
1,587,658
Total investments
5,152,530
5,026,660
Cash and cash equivalents
842,484
1,062,359
Restricted cash and cash equivalents
113,033
109,731
Premiums receivable
1,154,469
939,777
Paid losses recoverable
100,187
93,659
Deferred acquisition costs
291,312
257,203
Unpaid losses and loss adjustment expenses recoverable
1,412,974
1,375,857
Receivables for investments sold
10,046
58,029
Prepaid reinsurance
418,978
296,351
Intangible assets
84,331
86,624
Other assets
283,665
265,363
Total assets
$
9,864,009
$
9,571,613
Liabilities, non-controlling interest, and shareholders’ equity
Liabilities
Reserve for losses and loss adjustment expenses
$
4,595,810
$
4,415,176
Unearned premiums
1,583,245
1,377,474
Reinsurance balances payable
460,804
296,400
Payables for investments purchased
110,151
209,853
Term loan, net of issuance costs
149,769
149,743
Accounts payable and accrued expenses
149,185
177,320
Payables to related parties
62,058
123,376
Total liabilities
7,111,022
6,749,342
Non-controlling interest – TS Hamilton Fund
30,537
172
Shareholders’ equity
Common shares:
Class A, authorized (2026 and 2025:
26,444,807
), par value $
0.01
;
issued and outstanding (2026 and 2025:
17,320,078
)
173
173
Class B, authorized (2026 and 2025:
84,677,932
), par value $
0.01
;
issued and outstanding (2026:
66,549,525
and 2025:
66,305,707
)
665
663
Class C, authorized (2026 and 2025:
15,403,649
), par value $
0.01
;
issued and outstanding (2026 and 2025:
15,403,649
)
154
154
Additional paid-in capital
1,127,868
1,134,985
Accumulated other comprehensive loss
(
4,441
)
(
4,441
)
Retained earnings
1,598,031
1,690,565
Total shareholders’ equity
2,722,450
2,822,099
Total liabilities, non-controlling interest, and shareholders’ equity
$
9,864,009
$
9,571,613
See accompanying notes to the
unaudited condensed consolidated financial statements.
5
Hamilton Insurance Group, Ltd.
Unaudited Condensed
Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended
March 31,
($ in thousands, except per share information)
2026
2025
Revenues
Gross premiums written
$
940,110
$
843,306
Reinsurance premiums ceded
(
286,451
)
(
239,431
)
Net premiums written
653,659
603,875
Net change in unearned premiums
(
83,144
)
(
104,947
)
Net premiums earned
570,515
498,928
Net realized and unrealized gains (losses) on investments
151,075
248,793
Net investment income (loss)
26,029
18,927
Total net realized and unrealized gains (losses) on investments and net investment income (loss)
177,104
267,720
Other income (loss)
6,750
4,662
Net foreign exchange gains (losses)
4,539
(
2,529
)
Total revenues
758,908
768,781
Expenses
Losses and loss adjustment expenses
324,785
395,234
Acquisition costs
144,507
116,881
General and administrative expenses
61,464
62,702
Amortization of intangible assets
4,020
3,890
Interest expense
4,777
5,602
Total expenses
539,553
584,309
Income (loss) before income tax
219,355
184,472
Income tax expense (benefit)
2,323
3,206
Net income (loss)
217,032
181,266
Net income (loss) attributable to non-controlling interest
83,494
100,394
Net income (loss) and other comprehensive income (loss) attributable to common shareholders
$
133,538
$
80,872
Per share data
Basic income (loss) per share attributable to common shareholders
$
1.34
$
0.79
Diluted income (loss) per share attributable to common shareholders
$
1.31
$
0.77
See accompanying notes to the unaudited condensed consolidated financial statements.
6
Hamilton Insurance Group, Ltd.
Unaudited Condensed
Consolidated Statements of Shareholders' Equity
Three Months Ended
March 31,
($ in thousands)
2026
2025
Common shares
Balance, beginning of period
$
990
$
1,015
Issuance of common shares
13
11
Repurchases of common shares
(
11
)
(
9
)
Balance, end of period
992
1,017
Additional paid-in capital
Balance, beginning of period
1,134,985
1,163,609
Issuance of common shares
(
13
)
(
11
)
Repurchases of common shares
(
12,763
)
(
9,672
)
Share compensation expense
5,659
6,643
Balance, end of period
1,127,868
1,160,569
Accumulated other comprehensive income (loss)
Balance, beginning and end of period
(
4,441
)
(
4,441
)
Retained earnings
Balance, beginning of period
1,690,565
1,168,526
Net income (loss)
217,032
181,266
Net income (loss) attributable to non-controlling interest
(
83,494
)
(
100,394
)
Dividends on common shares
(
205,760
)
—
Repurchases of common shares
(
20,312
)
(
7,204
)
Balance, end of period
1,598,031
1,242,194
Total shareholders’ equity
$
2,722,450
$
2,399,339
See accompanying notes to the unaudited condensed consolidated financial statements.
7
Hamilton Insurance Group, Ltd.
Unaudited Condensed Consolidated Statements of Cash Flows
Three Months Ended
($ in thousands)
March 31,
Operating activities
2026
2025
Net income (loss)
$
217,032
$
181,266
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
4,366
4,330
Share compensation expense
5,659
6,643
Net realized (gains) losses on investments
(
155,615
)
(
118,658
)
Change in net unrealized (gains) losses on investments
4,540
(
130,135
)
Other items
2,110
(
8,546
)
Change in:
Premiums receivable
(
214,692
)
(
217,949
)
Paid losses recoverable
(
6,528
)
42,705
Deferred acquisition costs
(
34,109
)
(
33,361
)
Prepaid reinsurance
(
122,627
)
(
110,292
)
Unpaid losses and loss adjustment expenses recoverable
(
37,117
)
(
64,005
)
Other assets
(
17,153
)
(
22,712
)
Reserve for losses and loss adjustment expenses
180,634
282,816
Unearned premiums
205,771
215,239
Reinsurance balances payable
164,404
84,965
Accounts payable and accrued expenses and other
(
95,847
)
(
77,405
)
Net cash provided by (used in) operating activities
100,828
34,901
Investing activities
Proceeds from redemptions from Two Sigma Funds
841,983
719,512
Contributions to Two Sigma Funds
(
754,124
)
(
913,091
)
Purchases of fixed maturity investments
(
1,157,855
)
(
435,886
)
Proceeds from sales, redemptions and maturity of fixed maturity investments
1,344,269
424,163
Purchases of short-term investments
(
442,235
)
(
383,266
)
Proceeds from sales of short-term investments
195,099
480,871
Change in receivables for investments sold
47,983
27,648
Change in payables for investments purchased
(
99,702
)
(
68,502
)
Other
(
3,220
)
(
2,033
)
Net cash provided by (used in) investing activities
(
27,802
)
(
150,584
)
Financing activities
Issuance of common shares
13
11
Repurchases of common shares
(
33,086
)
(
16,885
)
Contribution of additional paid-in capital
(
13
)
(
11
)
Withdrawal of non-controlling interest
(
53,129
)
(
61,368
)
Dividends on common shares paid
(
199,366
)
—
Net cash provided by (used in) financing activities
(
285,581
)
(
78,253
)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
(
4,018
)
6,146
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
(
216,573
)
(
187,790
)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period
1,172,090
1,100,852
Cash and cash equivalents and restricted cash and cash equivalents, end of period
$
955,517
$
913,062
See accompanying notes to the unaudited condensed consolidated financial statements.
8
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed 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. 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. See Note 12,
Subsequent Events
for further details. 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 6,
Reinsurance
for further details.
9
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
2.
Summary of Significant Accounting Policies
There have been no material changes to the Company's significant accounting policies as described in its Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K"), except as described below.
a.
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and Article 10 of Regulation S-X, for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In addition, the year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company's financial position and results of operations as at the end of, and for, the periods presented.
These financial statements include the accounts of Hamilton Group, Hamilton Re, Hamilton U.K. Holdings Limited, Hamilton Select, HMGA Americas, ACML, and TS Hamilton Fund. 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.
3.
Investments
Fixed Maturity and Short-Term Investments - Trading
The Company’s fixed maturity and short-term investments are as follows:
March 31, 2026
($ in thousands)
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Fixed maturities:
U.S. government treasuries
$
638,367
$
1,035
$
(
5,383
)
$
634,019
U.S. states, territories and municipalities
12,830
61
(
82
)
12,809
Non-U.S. sovereign governments and supranationals
114,708
1,436
(
2,798
)
113,346
Corporate
1,640,005
13,483
(
15,739
)
1,637,749
Residential mortgage-backed securities - Agency
232,165
1,783
(
5,204
)
228,744
Residential mortgage-backed securities - Non-agency
59,002
159
(
1,241
)
57,920
Commercial mortgage-backed securities - Non-agency
82,393
346
(
540
)
82,199
Other asset-backed securities
249,772
443
(
687
)
249,528
Total fixed maturities
3,029,242
18,746
(
31,674
)
3,016,314
Short-term investments
450,836
435
(
86
)
451,185
Total
$
3,480,078
$
19,181
$
(
31,760
)
$
3,467,499
10
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
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
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.
March 31, 2026
($ in thousands)
Amortized Cost
Fair Value
Due less than one year
$
80,179
$
80,281
Due after one through five years
1,746,665
1,745,677
Due after five through ten years
515,772
509,885
Due after ten years
63,294
62,080
Mortgage-backed securities
373,560
368,863
Asset-backed securities
249,772
249,528
Total
$
3,029,242
$
3,016,314
11
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
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:
March 31, 2026
Two Sigma Funds
Abbreviation
%
Two Sigma Spectrum Portfolio, LLC
STV
15.3
%
Two Sigma Equity Spectrum Portfolio, LLC
ESTV
9.4
%
Two Sigma Absolute Return Portfolio, LLC
ATV
0.2
%
Two Sigma Futures Portfolio, LLC
FTV
6.3
%
Two Sigma Horizon Portfolio, LLC
HTV
5.2
%
Two Sigma Navigator Portfolio, LLC
NTV
5.8
%
Two Sigma Kuiper Portfolio, LLC
KTV
5.0
%
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.
•
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.
•
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.
12
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
The Company’s investments in Two Sigma Funds are as follows:
($ in thousands)
March 31, 2026
December 31, 2025
Two Sigma Funds
Cost
Net Unrealized Gains (Losses)
Fair Value
Cost
Net Unrealized Gains (Losses)
Fair Value
Two Sigma Spectrum Portfolio, LLC
$
582,060
$
164,029
$
746,089
$
500,616
$
131,996
$
632,612
Two Sigma Equity Spectrum Portfolio, LLC
255,466
37,639
293,105
187,718
49,906
237,624
Two Sigma Absolute Return Portfolio, LLC
10,639
160
10,799
93,092
8,882
101,974
Two Sigma Futures Portfolio, LLC
166,144
52,947
219,091
192,064
44,998
237,062
Two Sigma Horizon Portfolio, LLC
239,806
10,110
249,916
241,090
4,585
245,675
Two Sigma Navigator Portfolio, LLC
130,896
4,355
135,251
110,577
(
9,585
)
100,992
Two Sigma Kuiper Portfolio, LLC
31,944
(
1,164
)
30,780
30,406
1,313
31,719
Total
$
1,416,955
$
268,076
$
1,685,031
$
1,355,563
$
232,095
$
1,587,658
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:
March 31, 2026
($ in thousands)
Principal / Shares
(1)
Fair
Value
(1)
% of Members' Equity
State Street Treasury Obligations Money Market Fund
130,879
$
130,879
5.7
%
U.S. Treasury Securities, 0.0000% - 4.8750%, due 4/2/2026 - 2/15/2056
2,219,276
$
2,198,650
95.9
%
U.S. Treasury Securities, 1.8750% - 4.7500%, due 1/31/2027 - 2/15/2056
(
353,146
)
$
(
348,736
)
(
15.2
)
%
(1)
Values represent TS Hamilton Fund’s proportionate share of the aggregate of the Two Sigma Funds' total holdings.
Two Sigma and the Managing Member are related parties to the Company as described further in Note 1,
Organization
. The 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 three months ended March 31, 2026 and 2025 was $
13.7
million and $
12.4
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 three months ended March 31, 2026 and 2025 was $
83.5
million and $
100.4
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:
13
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
•
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.
See Note 12,
Subsequent Events
for further details.
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:
Three Months Ended
March 31,
($ in thousands)
2026
2025
Net realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments
$
155,615
$
118,658
Change in net unrealized gains (losses) on investments
(
4,540
)
130,135
Net realized and unrealized gains (losses) on investments
151,075
248,793
Net investment income (loss):
Fixed maturities
34,476
25,287
Short-term investments
10
68
TS Hamilton Fund
1,636
1,736
Cash and cash equivalents
4,294
4,603
Other
409
459
Interest and other
40,825
32,153
Management fees
(
14,469
)
(
12,965
)
Other expenses
(
327
)
(
261
)
Net investment income (loss)
26,029
18,927
Total net realized and unrealized gains (losses) on investments and net investment income (loss)
$
177,104
$
267,720
Net Realized Gains (Losses) on Investments
The components of net realized gains (losses) on investments are as follows:
Three Months Ended
March 31,
($ in thousands)
2026
2025
Fixed maturities and short-term investments
$
2,908
$
(
477
)
TS Hamilton Fund
152,707
119,135
Net realized gains (losses) on investments
$
155,615
$
118,658
14
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
Net Unrealized Gains (Losses) on Investments
The components of net unrealized gains (losses) on investments are as follows:
Three Months Ended
March 31,
($ in thousands)
2026
2025
Fixed maturities and short-term investments
$
(
40,643
)
$
34,487
TS Hamilton Fund
36,103
95,648
Net unrealized gains (losses) on investments
$
(
4,540
)
$
130,135
Pledged Assets
At March 31, 2026 and December 31, 2025, pledged investments at fair value were comprised of $
252.8
million and $
263.1
million, respectively, securing a portion of the capital requirements for business written at Lloyd's, $
284.8
million and $
265.0
million, respectively, held in trust accounts for the benefit of U.S. state regulatory authorities and $
90.7
million and $
90.4
million, respectively, securing other underwriting obligations. In addition, certain investments were pledged as security for letter of credit facilities as described further in Note 9,
Debt and Credit Facilities
.
At March 31, 2026 and December 31, 2025, restricted cash and cash equivalents balances were comprised of $
98.7
million and $
106.2
million, respectively, securing other underwriting obligations, $
12.4
million and $
1.4
million, respectively, securing a portion of the capital requirements for business written at Lloyd's and $
1.9
million and $
2.1
million, respectively, in trust accounts for the benefit of regulatory authorities.
Total cash and cash equivalents and restricted cash and cash equivalents of $
1.0
billion presented in the statement of cash flows was comprised of cash and cash equivalents of $
842.5
million and restricted cash and cash equivalents of $
113.0
million on the balance sheet at March 31, 2026. Total cash and cash equivalents and restricted cash and cash equivalents of $
1.2
billion presented in the statement of cash flows at December 31, 2025 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.
15
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
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;
•
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.
16
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
The following table presents the financial instruments measured at fair value on a recurring basis:
March 31, 2026
($ in thousands)
Level 1
Level 2
Level 3
Total
Fixed maturities:
U.S. government treasuries
$
—
$
634,019
$
—
$
634,019
U.S. states, territories and municipalities
—
12,809
—
12,809
Non-U.S. sovereign governments and supranationals
—
113,346
—
113,346
Corporate
—
1,637,749
—
1,637,749
Residential mortgage-backed securities - Agency
—
228,744
—
228,744
Residential mortgage-backed securities - Non-agency
—
57,920
—
57,920
Commercial mortgage-backed securities - Non-agency
—
82,199
—
82,199
Other asset-backed securities
—
249,528
—
249,528
Total fixed maturities
—
3,016,314
—
3,016,314
Short-term investments
—
451,185
—
451,185
Total
$
—
$
3,467,499
$
—
$
3,467,499
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
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.
17
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed 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:
Three Months Ended
March 31,
($ in thousands)
2026
2025
Balance - beginning of period
$
172
$
128
Withdrawals
(
53,129
)
(
61,368
)
Equity in earnings
11
15
Incentive allocation
83,483
100,379
Balance - end of period
$
30,537
$
39,154
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.
($ in thousands)
March 31,
2026
December 31,
2025
Assets
Cash and cash equivalents
$
305,499
$
648,726
Short-term investments
450,809
198,986
Investments in Two Sigma Funds, at fair value
1,685,031
1,587,658
Receivables for investments sold
6,162
57,938
Interest and dividends receivable
1,338
1,110
Total assets
2,448,839
2,494,418
Liabilities
Payable for investments purchased
93,741
192,467
Withdrawal payable
62,058
123,376
Accounts payable and accrued expenses
235
214
Total liabilities
156,034
316,057
Total net assets managed by TS Hamilton Fund
$
2,292,805
$
2,178,361
18
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
6.
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.
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 March 31, 2026, the Company’s premiums receivable balance, net of credit provisions of $
3.8
million, was $
1.2
billion. At December 31, 2025, the Company’s premiums receivable balance, net of credit provisions of $
3.4
million, was $
939.8
million.
The following table provides a roll forward of the provision for current expected credit losses of the Company's premiums receivable:
Three Months Ended
March 31,
($ in thousands)
2026
2025
Beginning balance
$
3,443
$
2,993
Increase (decrease) in allowance
311
(
1,185
)
Ending balance
$
3,754
$
1,808
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 March 31, 2026, the Company’s paid and unpaid reinsurance recoverable balances net of credit provisions were $
100.2
million and $
1.4
billion, respectively, with a total corresponding provision for current expected credit losses of $
1.9
million. 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.
The following table provides a roll forward of the provision for current expected credit losses of the Company's reinsurance recoverable:
Three Months Ended
March 31,
($ in thousands)
2026
2025
Beginning balance
$
1,718
$
1,469
Increase (decrease) in allowance
135
(
348
)
Ending balance
$
1,853
$
1,121
19
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed 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:
Classification
March 31,
2026
December 31,
2025
Collateralized
20.3
%
20.7
%
A- or better
79.4
%
79.3
%
Below A-
0.3
%
0.0
%
Total
100.0
%
100.0
%
At March 31, 2026 and December 31, 2025, the three largest balances by reinsurer accounted for
20
%,
17
% and
12
%, and
20
%,
18
% and
12
%, 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 March 31, 2026 and December 31, 2025, the balance of reinsurance recoverable on unpaid losses due under this LPT was $
22.2
million and $
22.7
million, respectively. Amortization of the deferred gain was income of $
0.2
million and an expense of $
0.5
million during the three months ended March 31, 2026 and 2025, 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 $
15.9
million and $
15.2
million for the three months ended March 31, 2026 and 2025, respectively.
20
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
7.
Reserve for Losses and Loss Adjustment Expenses
The following table presents a reconciliation of unpaid losses and loss adjustment expenses ("LAE"):
Three Months Ended
March 31,
($ in thousands)
2026
2025
Gross unpaid losses and loss adjustment expenses, beginning of period
$
4,415,176
$
3,532,491
Reinsurance recoverable on unpaid losses
1,375,857
1,171,040
Net unpaid losses and loss adjustment expenses, beginning of period
3,039,319
2,361,451
Net losses and loss adjustment expenses incurred in respect of losses occurring in:
Current year
310,851
418,944
Prior years
13,934
(
23,710
)
Total incurred
324,785
395,234
Net losses and loss adjustment expenses paid in respect of losses occurring in:
Current year
1,960
73,993
Prior years
171,379
117,802
Total paid
173,339
191,795
Foreign currency revaluation and other
(
7,929
)
15,372
Net unpaid losses and loss adjustment expenses, end of period
3,182,836
2,580,262
Reinsurance recoverable on unpaid losses
1,412,974
1,235,045
Gross unpaid losses and loss adjustment expenses, end of period
$
4,595,810
$
3,815,307
Net unfavorable prior year development of $
13.9
million for the three months ended March 31, 2026 was driven by unfavorable prior year development on attritional losses. See below for further details:
•
Net unfavorable development of $
14.4
million, primarily driven by additional loss information in relation to the Baltimore Bridge collapse; partially offset by
•
Net favorable development of $
0.2
million on property contracts; and
•
In addition, casualty business protected by the LPT discussed in Note 6,
Reinsurance
, benefited from favorable development in the underlying reserves of $
0.1
million and a change in the deferred gain of $
0.2
million, for a total net positive earnings impact of $
0.3
million.
Net favorable prior year development of $
23.7
million for the three months ended March 31, 2025 was primarily driven by $
14.5
million and $
9.2
million of favorable prior year development on attritional and catastrophe losses, respectively. See below for further details:
•
Net favorable development of $
15.5
million on property contracts, primarily driven by favorable prior year development on Hurricane Ian and Hurricane Ida and favorable attritional loss development;
•
Net favorable development of $
9.7
million on specialty contracts, primarily driven by a reduction in loss estimates on certain classes; partially offset by
•
Net unfavorable development of $
2.0
million on casualty contracts, primarily driven by higher than expected claims development across certain classes; and
•
In addition, casualty business protected by the LPT discussed in Note 6,
Reinsurance
, benefited from favorable development in the underlying reserves of $
1.0
million, which was partially offset by a change in deferred gain of $
0.5
million, for a total net positive earnings impact of $
0.5
million.
21
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
Reinsurance recoverable on unpaid losses related to the LPT discussed in Note 6,
Reinsurance
was recognized for each of the three months ended March 31, 2026 and 2025 in the reconciliation of beginning and ending gross and net loss and LAE reserves.
Acquisition Costs
The Company amortized acquisition costs of $
144.5
million and $
116.9
million for the three months ended March 31, 2026 and 2025, respectively.
California Wildfires
Our net reserves for losses and loss adjustment expenses related to the California wildfires are subject to significant uncertainty. As at March 31, 2026 and December 31, 2025, our net recorded reserves relating to the California wildfires totaled $
52.1
million and $
57.5
million, 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 March 31, 2026 and December 31, 2025, our net recorded reserves totaled $
34.9
million and $
20.5
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 March 31, 2026 and December 31, 2025, our net recorded reserves totaled $
26.5
million and $
59.5
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 March 31, 2026, 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.
22
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
8.
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), 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).
23
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
($ in thousands)
Three Months Ended March 31, 2026
International
Bermuda
Corporate
Total
Gross premiums written
$
442,908
$
497,202
$
—
$
940,110
Net premiums written
$
287,436
$
366,223
$
—
$
653,659
Net premiums earned
$
290,791
$
279,724
$
—
$
570,515
Third party fee income
2,546
4,204
—
6,750
Losses and loss adjustment expenses
163,855
160,930
—
324,785
Acquisition costs
81,204
63,303
—
144,507
Other underwriting expenses
41,299
9,093
—
50,392
Underwriting income (loss)
$
6,979
$
50,602
$
—
$
57,581
Net realized and unrealized gains (losses) on investments
151,075
151,075
Net investment income (loss)
26,029
26,029
Net foreign exchange gains (losses)
4,539
4,539
Corporate expenses
(
11,072
)
(
11,072
)
Amortization of intangible assets
(
4,020
)
(
4,020
)
Interest expense
(
4,777
)
(
4,777
)
Income (loss) before income tax
219,355
Income tax (expense) benefit
(
2,323
)
(
2,323
)
Net income (loss)
217,032
Net income (loss) attributable to non-controlling interest
83,494
83,494
Net income (loss) attributable to common shareholders
$
133,538
Key Ratios
Attritional loss ratio - current year
54.9
%
53.9
%
54.5
%
Attritional loss ratio - prior year development
1.4
%
3.6
%
2.4
%
Catastrophe loss ratio - current year
0.0
%
0.0
%
0.0
%
Catastrophe loss ratio - prior year development
0.0
%
0.0
%
0.0
%
Loss and loss adjustment expense ratio
56.3
%
57.5
%
56.9
%
Acquisition cost ratio
27.9
%
22.6
%
25.3
%
Other underwriting expense ratio
13.3
%
1.7
%
7.6
%
Combined ratio
97.5
%
81.8
%
89.8
%
24
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
($ in thousands)
Three Months Ended March 31, 2025
International
Bermuda
Corporate
Total
Gross premiums written
$
369,959
$
473,347
$
—
$
843,306
Net premiums written
$
228,975
$
374,900
$
—
$
603,875
Net premiums earned
$
240,567
$
258,361
$
—
$
498,928
Third party fee income
4,332
330
—
4,662
Losses and loss adjustment expenses
145,671
249,563
—
395,234
Acquisition costs
62,790
54,091
—
116,881
Other underwriting expenses
35,623
14,111
—
49,734
Underwriting income (loss)
$
815
$
(
59,074
)
$
—
$
(
58,259
)
Net realized and unrealized gains (losses) on investments
248,793
248,793
Net investment income (loss)
18,927
18,927
Net foreign exchange gains (losses)
(
2,529
)
(
2,529
)
Corporate expenses
(
12,968
)
(
12,968
)
Amortization of intangible assets
(
3,890
)
(
3,890
)
Interest expense
(
5,602
)
(
5,602
)
Income (loss) before income tax
184,472
Income tax (expense) benefit
(
3,206
)
(
3,206
)
Net income (loss)
181,266
Net income (loss) attributable to non-controlling interest
100,394
100,394
Net income (loss) attributable to common shareholders
$
80,872
Key Ratios
Attritional loss ratio - current year
52.1
%
51.8
%
51.9
%
Attritional loss ratio - prior year development
(
3.6
)
%
(
2.2
)
%
(
2.9
)
%
Catastrophe loss ratio - current year
12.1
%
50.6
%
32.0
%
Catastrophe loss ratio - prior year development
0.0
%
(
3.6
)
%
(
1.8
)
%
Loss and loss adjustment expense ratio
60.6
%
96.6
%
79.2
%
Acquisition cost ratio
26.1
%
20.9
%
23.4
%
Other underwriting expense ratio
13.0
%
5.3
%
9.0
%
Combined ratio
99.7
%
122.8
%
111.6
%
The following table presents gross premiums written by the geographical location of the Company's subsidiaries:
Three Months Ended
March 31,
($ in thousands)
2026
2025
International
Lloyd's of London
$
265,316
$
235,242
Ireland
136,646
99,691
U.S.
40,946
35,026
Total International
442,908
369,959
Bermuda
497,202
473,347
Total
$
940,110
$
843,306
25
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
9.
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 March 31, 2026, 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:
($ in thousands)
March 31,
2026
December 31,
2025
Outstanding loan balance
$
150,000
$
150,000
Loan fair value
149,874
150,280
Unamortized loan issuance costs
$
231
$
257
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 three months ended March 31, 2026 and 2025. 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.
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 March 31, 2026, 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
26
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
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 March 31, 2026.
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)
March 31,
2026
Available letter of credit and revolving loan facilities - commitments
$
1,001,863
Available letter of credit and revolving loan facilities - in use
788,389
Security pledged under letter of credit and revolving loan facilities:
Pledged interests in TS Hamilton Fund
$
107,158
Pledged interests in fixed income portfolio
254,413
Cash
(1)
1,128
(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 its debt and credit facilities of $
4.8
million and $
5.6
million for the three months ended March 31, 2026 and 2025, respectively.
27
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
10.
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 (2026 and 2025:
150,000,000
)
Issued, outstanding and fully paid:
March 31,
2026
December 31,
2025
Class A common shares (2026 and 2025:
17,320,078
)
$
173
$
173
Class B common shares (2026:
66,549,525
and 2025:
66,305,707
)
665
663
Class C common shares (2026 and 2025:
15,403,649
)
154
154
Total
$
992
$
990
The following is a summary of the activity related to common shares authorized:
Class A
Class B
Class C
Unclassified
Total
Balance - December 31, 2025
26,444,807
84,677,932
15,403,649
23,473,612
150,000,000
Balance - March 31, 2026
26,444,807
84,677,932
15,403,649
23,473,612
150,000,000
Class A
Class B
Class C
Unclassified
Total
Balance - December 31, 2024
26,944,807
80,205,911
19,375,670
23,473,612
150,000,000
Share class conversions
—
1,500,000
(
1,500,000
)
—
—
Balance - March 31, 2025
26,944,807
81,705,911
17,875,670
23,473,612
150,000,000
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, 2025
17,320,078
66,305,707
15,403,649
99,029,434
Vesting of awards
—
1,357,834
—
1,357,834
Share repurchases
—
(
1,114,016
)
—
(
1,114,016
)
Balance - March 31, 2026
17,320,078
66,549,525
15,403,649
99,273,252
Class A
Class B
Class C
Total
Balance - December 31, 2024
17,820,078
64,271,249
19,375,670
101,466,997
Share class conversions
—
1,500,000
(
1,500,000
)
—
Vesting of awards
—
1,088,108
—
1,088,108
Share repurchases
—
(
843,664
)
—
(
843,664
)
Balance - March 31, 2025
17,820,078
66,015,693
17,875,670
101,711,441
28
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
Share Repurchases
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 March 31, 2026, $
158.8
million remained available for repurchase under the Authorization.
Three Months Ended
March 31,
($ in thousands except per share amounts)
2026
2025
Class B Shares repurchased
674,473
495,487
Aggregate repurchase price
$
19,706
$
10,276
Average price per share
$
29.22
$
20.74
Dividends
On February 18, 2026, the Board of Directors declared a special dividend of $
2.00
per share, or $
205.8
million. The dividend was paid on March 30, 2026, to common shareholders of record as of March 6, 2026.
Share Classes
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.
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 three months ended March 31, 2026 and 2025,
Nil
and
1.5
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.
29
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
11.
Earnings Per Share
The following table sets forth the computation of basic and diluted income (loss) per common share:
Three Months Ended
March 31,
($ and shares in thousands, except per share information)
2026
2025
Numerator:
Net income (loss) attributable to common shareholders
$
133,538
$
80,872
Denominator:
Weighted average common shares outstanding - basic
99,570
101,938
Effect of dilutive securities
2,227
3,214
Weighted average common shares outstanding - diluted
101,797
105,152
Basic income (loss) per share attributable to common shareholders
$
1.34
$
0.79
Diluted income (loss) per share attributable to common shareholders
$
1.31
$
0.77
For the three months ended March 31, 2026 and 2025, common shares available for issuance under share based compensation plans of
0.3
million and
Nil
, 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.
12
.
Subsequent Events
TS Hamilton Fund
On April 1, 2026, the Company, Hamilton Re, TS Hamilton Fund, the Managing Member and Two Sigma entered into an agreement (the “Investment Agreement”) governing Hamilton Re’s investment in the TS Hamilton Fund. The Investment Agreement replaces and supersedes the commitment agreement dated July 1, 2023, as amended on January 1, 2025 (the “Prior Commitment Agreement”), which previously governed Hamilton Re’s investment in the TS Hamilton Fund. The Investment Agreement amends or eliminates, among other things, minimum commitment provisions, rolling commitment periods, withdrawal mechanics and certain withdrawal rights that were included in the Prior Commitment Agreement.
Under the Investment Agreement, Hamilton Re agrees, among other things, to use reasonable best efforts to maintain an investment in the TS Hamilton 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”): (i) 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 (ii) 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.
Middle East Conflict
The Company continues to monitor the ongoing uncertainty surrounding the conflict in the Middle East, which commenced on February 28, 2026, and will continue to assess the impact of these events on its loss estimates and financial statements.
30
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the "Selected Consolidated Financial Data" and our audited consolidated financial statements and related notes thereto included in the Group's Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K"). In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled "Special Note Regarding Forward-Looking Statements" and "Risk Factors" in this Quarterly Report on Form 10-Q, as well as in "Risk Factors" in the Company's most recently filed Annual Report on Form 10-K. We do not undertake any obligation to update any forward-looking statements or other statements we may make in the following discussion or elsewhere in this document even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made.
31
Index To Management's Discussion and Analysis of Financial Condition and Results of Operations
Page
Overview
33
Summary of Critical Accounting Estimates
35
Consolidated Results of Operations
36
Operating Highlights
37
Segment Information
40
International Segment
41
Bermuda Segment
45
Corporate and Other
49
Key Operating and Financial Metrics
52
Non-GAAP Measures
54
Financial Condition, Liquidity and Capital Resources
56
Financial Condition
56
Cash and Investments
56
Liquidity and Capital Resources
61
Financial Strength Ratings
66
Reserve for Losses and Loss Adjustment Expenses
67
Recent Accounting Pronouncements
67
32
Overview
Hamilton Insurance Group, Ltd. ("Hamilton", "Hamilton Group", the "Group" or the "Company") is a global specialty insurance and reinsurance company founded in Bermuda in 2013, enhanced by data and technology, focused on producing sustainable underwriting profitability and delivering significant shareholder value. We intend to continue thoughtfully growing our diverse book of business by responding to changing market conditions, prudently managing our capital, and driving sustainable shareholder returns.
We harness multiple drivers to create shareholder value, including diverse underwriting operations supported by proprietary technology and a team of over 600 full-time employees, a strong balance sheet, and a unique investment management relationship with Two Sigma. We operate globally, with underwriting operations in London, Dublin, Bermuda and across the United States.
We operate three principal underwriting platforms (Hamilton Global Specialty, Hamilton Select and Hamilton Re) that are categorized into two reporting business segments (International and Bermuda):
•
International: International consists of business written out of our Lloyd’s syndicate and subsidiaries based in the United Kingdom, Ireland, and the United States, and includes the Hamilton Global Specialty and Hamilton Select platforms.
•
Hamilton Global Specialty focuses predominantly on commercial specialty and casualty insurance for medium to large-sized accounts and specialty reinsurance products written by Lloyd’s Syndicate 4000 and Hamilton Insurance DAC ("HIDAC"). Syndicate 4000, a leading Lloyd’s syndicate, generates a significant portion of premium from the U.S. Excess & Surplus ("E&S") market and has ranked among the most profitable and least volatile syndicates at Lloyd’s over the last 10 years.
•
Hamilton Select, our U.S. domestic E&S carrier, writes casualty insurance for small to mid-sized clients in the hard-to-place niche of the U.S. E&S market. We believe it presents meaningful and profitable growth opportunities in the near-to-long term, further expanding our footprint in the U.S. E&S market.
•
Bermuda: Bermuda consists of the Hamilton Re platform, made up of Hamilton Re and Hamilton Re US. Hamilton Re writes property, casualty and specialty reinsurance business on a global basis and also offers high excess Bermuda market specialty insurance products, predominantly for large U.S. commercial risks. Hamilton Re US writes casualty and specialty reinsurance business on a global basis.
We seek to prudently manage our capital with the objective of effectively navigating different market conditions and generating strong underwriting margins throughout all market cycles. Our scaled and diversified platforms and product offerings and our broad industry relationships provide significant opportunity to underwrite our chosen classes of property, casualty and specialty insurance and reinsurance as market opportunities arise. Leveraging our disciplined underwriting approach, balance sheet strength and flexibility, and real-time technology prowess, we can respond dynamically to capture opportunities as markets evolve.
One of our key strategic priorities is sustainable underwriting profitability across the business we write. Our data-driven and disciplined underwriting processes position us to intelligently price and structure our products and our business portfolio. We maintain trusted and long-standing relationships with our clients and brokers, who we believe will continue to provide us with increased access to attractive business.
We see continued growth opportunities in both the insurance and reinsurance markets in which we operate and intend to pursue disciplined growth across our underwriting platforms. In recent years the E&S market has benefited from a strong rate environment and increased submissions as business has shifted into the non-admitted market from the admitted market. While growth is slowing down, non-admitted insurers are able to cover unique and hard-to-place risks because they have flexibility of rate and form and can accommodate the unique needs of insureds who are unable to obtain coverage from admitted carriers. We believe the access our three underwriting platforms have to U.S. E&S insurance business allows us to build a robust and diversified book of business and achieve our profitable growth objectives throughout various market cycles.
33
In recent years, reinsurance business experienced a supply/demand imbalance in a number of classes, which created strong market conditions. This, combined with our relatively recent AM Best "A" rating upgrade, allowed us to accelerate growth opportunities in these areas. We have observed a change in the supply/demand dynamics in some insurance and reinsurance classes in recent months, particularly property and some specialty classes, which is creating more competitive market conditions. However, we believe pricing is still risk adequate in most areas. Strong underlying market conditions persist in casualty classes, due to continued uncertainty around social inflation.
Our strong, sustainable underwriting operations are complemented by our unique investment portfolio, which consists of the Two Sigma Hamilton Fund, LLC ("TS Hamilton Fund" or "TSHF"), and our investment grade fixed income portfolio, which is currently benefiting from favorable interest rates. We will continue to optimize our investment portfolio through a balanced allocation of invested assets and maintain the flexibility to adjust this allocation as needed. We believe our strategy of disciplined underwriting growth, balanced with our investment platform, will drive our ability to create shareholder value.
We have a unique and long-term investment management relationship with Two Sigma. Founded in 2001, Two Sigma is a premier investment manager with a strong track record, driven by a differentiated application of technology and data science. The TS Hamilton Fund is a dedicated fund of one managed by Two Sigma with exposures to certain Two Sigma equity and macro strategies, and is designed to provide low-correlated absolute returns, primarily by combining multiple hedged and leveraged systematic and non-systematic investment strategies with proprietary risk management and execution techniques. The TS Hamilton Fund invests in a broad set of financial instruments and is primarily focused on liquid strategies in global equity, FX markets, exchange-listed and over the counter options (and their underlying instruments) and other derivatives. This liquidity profile fits well with our business, while also providing the benefit of access to a dedicated fund of one.
Two Sigma has broad discretion to allocate invested assets to different opportunities. Its current investments include Two Sigma Spectrum Portfolio, LLC ("STV"), Two Sigma Equity Spectrum Portfolio, LLC ("ESTV"), Two Sigma Absolute Return Portfolio, LLC ("ATV"), Two Sigma Futures Portfolio, LLC ("FTV"), Two Sigma Horizon Portfolio, LLC ("HTV"), Two Sigma Navigator Portfolio, LLC ("NTV") and Two Sigma Kuiper Portfolio, LLC ("KTV"). The TS Hamilton Fund’s trading and investment activities are not limited to these strategies and techniques and the TS Hamilton Fund is permitted to pursue any investment strategy and/or technique that Two Sigma determines in its sole discretion to be appropriate for the TS Hamilton Fund from time to time.
Effects of Inflation
Historically, inflation has not had a material effect on the Company’s consolidated results of operations. However, over the last several years, global economic inflation has increased, and there is a risk that it will remain elevated for an extended period. Inflation is subject to many macroeconomic factors beyond our control, including global banking policy, armed conflicts, geo-political risks and supply chain issues. An inflationary economy may result in higher losses and loss adjustment expenses, negatively impact the performance of our fixed income security investment portfolio, or increase our operating expenses, among other unfavorable effects. The ultimate effects of an inflationary or deflationary period are subject to high uncertainty and cannot be accurately estimated until the actual costs are known.
In the wake of a catastrophe loss there is a risk of specific inflationary pressures in the local economy, which is considered in our catastrophe loss models. Similarly, the Company incorporates the anticipated effects of inflation in our ultimate estimate of the reserves for unpaid losses and loss adjustment expenses on certain long-tail lines of business. As with general economic inflation, the actual effects of inflation on reserves for losses and loss adjustment expenses and results of operations cannot be accurately known until all of the underlying claims are ultimately settled.
34
Taxes
On December 27, 2023, the Bermuda Government enacted a 15% corporate income tax that generally became effective for Bermuda domiciled entities on or after January 1, 2025. The legislation defers the effective date until January 1, 2030 for so long as the consolidated group operates in six or fewer jurisdictions, has less than €50 million in tangible assets and none of its Bermuda entities are subject to the Income Inclusion Rule in any other jurisdiction ("Limited International Footprint Exemption"). The act is a response to the Organization of Economic Cooperation and Development ("OECD") Pillar Two initiative as enacted by the U.K. and Ireland in their respective domestic laws. In substance, these laws require a top-up tax be paid on Bermuda-sourced income to non-Bermuda jurisdictions such that a 15% minimum effective tax rate ("ETR") is achieved for Hamilton Group’s Bermuda entities, the Undertaxed Profits Rule ("UTPR"). Hamilton Group expects to be exempt from the UTPR until January 1, 2030, pursuant to an exemption similar to that available in Bermuda. The Bermuda legislation includes a provision referred to as the Economic Transition Adjustment ("ETA"), which will reduce future years' Bermuda taxable income. As of March 31, 2026, the Company holds a deferred tax asset of $35.4 million on its balance sheet related to the ETA.
On January 15, 2025, the OECD issued additional guidance related to the calculation of income subject to taxation under the Pillar Two initiative. Specifically, it provided that for purposes of calculating the UTPR, a deduction for the ETA will not be allowed in years after 2026. Accordingly, when Hamilton Group becomes subject to the UTPR, expected in 2030, it is possible that a top-up tax liability will arise to the extent that it does not achieve a 15% minimum ETR on its Bermuda taxable earnings, excluding the ETA deduction. If Hamilton were to incur a UTPR top-up tax on its Bermuda earnings, the liability would be recorded in the period and jurisdiction in which it is incurred.
Summary of Critical Accounting Estimates
Our critical accounting estimates include "Reserve for Losses and Loss Adjustment Expenses", "Premiums Written and Earned", "Ceded Reinsurance and Unpaid Losses and Loss Adjustment Expenses Recoverable" and "Fair Value of Investments" and are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Group’s Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting estimates as disclosed in the Form 10-K for the year ended December 31, 2025.
35
Consolidated Results of Operations
The following is a comparison of selected data for our consolidated results of operations:
For the Three Months Ended
March 31,
($ in thousands, except per share amounts)
2026
2025
Gross premiums written
$
940,110
$
843,306
Net premiums written
$
653,659
$
603,875
Net premiums earned
$
570,515
$
498,928
Third party fee income
(1)
6,750
4,662
Claims and Expenses
Losses and loss adjustment expenses
324,785
395,234
Acquisition costs
144,507
116,881
Other underwriting expenses
(2)
50,392
49,734
Underwriting income (loss)
(3)
57,581
(58,259)
Net realized and unrealized gains (losses) on investments
151,075
248,793
Net investment income (loss)
(4)
26,029
18,927
Total net realized and unrealized gains (losses) on
investments and net investment income (loss)
177,104
267,720
Net foreign exchange gains (losses)
4,539
(2,529)
Corporate expenses
(2)
11,072
12,968
Amortization of intangible assets
4,020
3,890
Interest expense
4,777
5,602
Income tax expense (benefit)
2,323
3,206
Net income (loss)
217,032
181,266
Net income (loss) attributable to non-controlling interest
(5)
83,494
100,394
Net income (loss) attributable to common shareholders
$
133,538
$
80,872
Diluted income (loss) per share attributable to common shareholders
$
1.31
$
0.77
Dividends per common share
$
2.00
$
—
Key Ratios
Attritional loss ratio - current year
54.5
%
51.9
%
Attritional loss ratio - prior year development
2.4
%
(2.9)
%
Catastrophe loss ratio - current year
0.0
%
32.0
%
Catastrophe loss ratio - prior year development
0.0
%
(1.8)
%
Loss and loss adjustment expense ratio
56.9
%
79.2
%
Acquisition cost ratio
25.3
%
23.4
%
Other underwriting expense ratio
7.6
%
9.0
%
Combined ratio
89.8
%
111.6
%
Return on average common shareholders' equity
4.8
%
3.4
%
36
The following table summarizes book value per share and balance sheet data:
($ in thousands, except per share amounts)
As at
Book Value
March 31,
2026
December 31,
2025
Tangible book value per common share
$
26.57
$
27.62
Accumulated dividends
$
2.00
$
—
Tangible book value per common share plus accumulated dividends
$
28.57
$
27.62
Change in tangible book value per common share plus accumulated dividends
3.4
%
Book value per common share
$
27.42
$
28.50
Accumulated dividends
$
2.00
$
—
Book value per common share plus accumulated dividends
$
29.42
$
28.50
Change in book value per common share plus accumulated dividends
3.2
%
Balance Sheet Data
Total assets
$
9,864,009
$
9,571,613
Total shareholders' equity
$
2,722,450
$
2,822,099
(1) Third party fee income is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. Refer to 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures' for further details.
(2) Other underwriting expenses is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to general and administrative expenses, the most directly comparable GAAP financial measure, also included corporate expenses of $11.1 million and $13.0 million for the three months ended March 31, 2026 and 2025, respectively. Refer to 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures' for further details.
(3) Underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. Refer to 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures' for further details.
(4) Net investment income (loss) is presented net of investment management fees.
(5) Refer to 'Management’s Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Results of Operations—Corporate and Other' for further details.
Operating Highlights
The following significant items impacted the consolidated results of operations for the three months ended March 31, 2026 and 2025:
Gross premiums written
Gross premiums written were $940.1 million and $843.3 million for the three months ended March 31, 2026 and 2025, respectively. The increase in gross premiums written was primarily driven by our casualty reinsurance and insurance classes and specialty insurance classes as a result of growth in both new and existing business, partially offset by a decrease in our property reinsurance classes primarily as a result of lower reinstatement premiums for the three months ended March 31, 2026.
Underwriting results
The combined ratio was 89.8% and 111.6% for the three months ended March 31, 2026 and 2025, respectively. The decrease was primarily driven by a decrease in the catastrophe loss ratio and other underwriting expense ratio, partially offset by an increase in the attritional loss ratio and acquisition cost ratio.
37
Losses and Loss Adjustment Expenses
For the Three Months Ended
($ in thousands)
Current
year
% of net premiums earned
Prior year development
% of net premiums earned
Losses and loss adjustment expenses
% of net premiums earned
March 31, 2026
Attritional losses
$
310,851
54.5
%
$
13,934
2.4
%
$
324,785
56.9
%
Catastrophe losses
—
0.0
%
—
0.0
%
—
0.0
%
Total
$
310,851
54.5
%
$
13,934
2.4
%
$
324,785
56.9
%
March 31, 2025
Attritional losses
$
259,241
51.9
%
$
(14,494)
(2.9)
%
$
244,747
49.0
%
Catastrophe losses
159,703
32.0
%
(9,216)
(1.8)
%
150,487
30.2
%
Total
$
418,944
83.9
%
$
(23,710)
(4.7)
%
$
395,234
79.2
%
Attritional loss ratio - current year
for the three months ended March 31, 2026 was 54.5% compared to 51.9% for the three months ended March 31, 2025, an increase of 2.6 percentage points. The increase was primarily driven by a change in business mix, including more casualty reinsurance and specialty insurance business.
Attritional loss ratio - prior year
for the three months ended March 31, 2026 was an unfavorable 2.4% compared to a favorable 2.9% for the three months ended March 31, 2025, an increase of 5.3 percentage points. The attritional loss ratio - prior year for the three months ended March 31, 2026 was primarily driven by additional loss information in relation to the Baltimore Bridge collapse.
In addition, casualty business protected
by the loss portfolio transfer ("LPT") discussed in Note 6,
Reinsurance
, benefited from favorable development in the underlying reserves of $0.1 million and a change in the deferred gain of $0.2 million, for a total net positive earnings impact of $0.3 million. The attritional loss ratio - prior year for the three months ended March 31, 2025 was primarily driven by favorable development in both our International and Bermuda specialty and property classes. In addition, casualty business protected by the LPT benefited from favorable development in the underlying reserves of $1.0 million, which was partially offset by a change in the deferred gain of $0.5 million, for a total net positive earnings impact of $0.5 million.
Catastrophe losses - current year and prior year development
were $Nil for the three months ended March 31, 2026. Catastrophe losses for the three months ended March 31, 2025 were as a result of the California wildfires of $159.7 million, partially offset by favorable prior year development of $9.2 million.
38
Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)
The components of total net realized and unrealized gains (losses) on investments and net investment income (loss) are as follows:
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - TSHF
(1)
$
176,550
$
203,961
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other
554
63,759
$
177,104
$
267,720
Net income (loss) attributable to non-controlling interest - TSHF
$
83,494
$
100,394
(1) Prior to non-controlling interest performance incentive allocation
Total net realized and unrealized gains (losses) on investments and net investment income (loss)
-
TSHF
, prior to non-controlling interest, returned income of $176.6 million and $204.0 million for the three months ended March 31, 2026 and 2025, respectively. This includes the fund's returns, net of investment management fees.
Net investment income, net of non-controlling interest - TSHF
, returned income of $93.1 million and $103.6 million for the three months ended March 31, 2026 and 2025, respectively. This includes the fund's returns, net of investment management fees and performance incentive allocations. The aggregate incentive allocation to which the investment manager is entitled is included in "Net income (loss) attributable to non-controlling interest" in our GAAP financial statements.
TS Hamilton Fund produced returns, net of investment management fees and performance incentive allocations, of 4.3% and 5.5% for the three months ended March 31, 2026 and 2025, respectively.
For the three months ended March 31, 2026, TS Hamilton Fund experienced gains in single name equities trading within the equity market neutral vehicles STV, ESTV, and ATV. Gains in single name equities trading were led by the U.S., followed by China onshore and Europe. TS Hamilton Fund also experienced gains from macro trading within the systematic macro vehicle, FTV, the relative value macro vehicle, HTV, and the scientific discretionary macro vehicle, NTV. Gains in macro trading were led by commodities in FTV. Gains in TS Hamilton Fund were partially offset by losses from macro trading within the relative value rates vehicle, KTV.
For the three months ended March 31, 2025, TS Hamilton Fund experienced gains in single name equities trading within the equity market neutral vehicles STV, ESTV, and ATV. Gains in single name equities trading were led by the U.S., followed by East Asia. TS Hamilton Fund also experienced gains from macro trading within the systematic macro vehicle, FTV, the relative value macro vehicle, HTV, the scientific discretionary macro vehicle, NTV, and the relative value rates vehicle, KTV. Gains in macro trading were led by commodities in FTV and equities in HTV.
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other
, returned income of $0.6 million and $63.8 million for the three months ended March 31, 2026 and 2025, respectively. Income for the three months ended March 31, 2026 was driven by investment income on a larger portfolio of higher-yielding assets, offset by negative mark-to-market returns. Income for the three months ended March 31, 2025 was primarily driven by investment income and positive mark-to-market returns.
39
Segment Information
We have determined our reportable business segments based on the information used by management in assessing performance and allocating resources to underwriting operations. We have identified two reportable business segments - International and Bermuda. Each of our 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 we do not manage our assets by reportable segment, investment income and assets are not allocated to reportable segments.
Our core business is underwriting and our underwriting results are reflected in our 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. We consider 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), 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).
40
International Segment
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Gross premiums written
$
442,908
$
369,959
Net premiums written
$
287,436
$
228,975
Net premiums earned
$
290,791
$
240,567
Third party fee income
2,546
4,332
Claims and Expenses
Losses and loss adjustment expenses
163,855
145,671
Acquisition costs
81,204
62,790
Other underwriting expenses
41,299
35,623
Underwriting income (loss)
$
6,979
$
815
Attritional losses - current year
$
159,912
$
125,323
Attritional losses - prior year development
3,943
(8,692)
Catastrophe losses - current year
—
29,040
Catastrophe losses - prior year development
—
—
Losses and loss adjustment expenses
$
163,855
$
145,671
Attritional loss ratio - current year
54.9
%
52.1
%
Attritional loss ratio - prior year development
1.4
%
(3.6)
%
Catastrophe loss ratio - current year
0.0
%
12.1
%
Catastrophe loss ratio - prior year development
0.0
%
0.0
%
Losses and loss adjustment expense ratio
56.3
%
60.6
%
Acquisition cost ratio
27.9
%
26.1
%
Other underwriting expense ratio
13.3
%
13.0
%
Combined ratio
97.5
%
99.7
%
Gross Premiums Written
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Property
$
54,496
$
54,526
Casualty
166,577
135,563
Specialty
221,835
179,870
Total
$
442,908
$
369,959
Gross premiums written increased by $72.9 million, or 19.7%, from $370.0 million for the three months ended March 31, 2025 to $442.9 million for the three months ended March 31, 2026, primarily driven by growth in both new and existing business in casualty and specialty insurance classes.
41
Net Premiums Earned
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Property
$
50,586
$
45,705
Casualty
99,880
90,568
Specialty
140,325
104,294
Total
$
290,791
$
240,567
Net premiums earned increased by $50.2 million, or 20.9%, from $240.6 million for the three months ended March 31, 2025 to $290.8 million for the three months ended March 31, 2026. The increase was primarily driven by growth in our specialty insurance and reinsurance classes and casualty insurance classes. Specialty insurance growth was primarily driven by accident & health, fine art & specie and marine & energy; specialty reinsurance growth was primarily driven by surety reinsurance and treaty reinsurance; and casualty insurance growth was primarily driven by U.S. excess and surplus lines and professional lines.
Third Party Fee Income
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Third party fee income
$
2,546
$
4,332
Third party fee income decreased by $1.8 million, from $4.3 million for the three months ended March 31, 2025 to $2.5 million for the three months ended March 31, 2026. The decrease was primarily due to a decrease in syndicate management fees. Effective July 1, 2025, the management of the third party syndicate was novated from Hamilton Managing Agency to another Lloyd's managing agency.
42
Losses and Loss Adjustment Expenses
For the Three Months Ended
($ in thousands)
Current
year
% of net premiums earned
Prior year development
% of net premiums earned
Losses and loss adjustment expenses
% of net premiums earned
March 31, 2026
Attritional losses
$
159,912
54.9
%
$
3,943
1.4
%
$
163,855
56.3
%
Catastrophe losses
—
0.0
%
—
0.0
%
—
0.0
%
Total
$
159,912
54.9
%
$
3,943
1.4
%
$
163,855
56.3
%
March 31, 2025
Attritional losses
$
125,323
52.1
%
$
(8,692)
(3.6)
%
$
116,631
48.5
%
Catastrophe losses
29,040
12.1
%
—
0.0
%
29,040
12.1
%
Total
$
154,363
64.2
%
$
(8,692)
(3.6)
%
$
145,671
60.6
%
Attritional loss ratio - current year
for the three months ended March 31, 2026 was 54.9% compared to 52.1% for the three months ended March 31, 2025, an increase of 2.8 percentage points. The increase was primarily driven by a change in business mix, including more specialty insurance business.
Attritional loss ratio - prior year
for the three months ended March 31, 2026 was an unfavorable 1.4% compared to a favorable 3.6% for the three months ended March 31, 2025, an increase of 5.0 percentage points. The unfavorable attritional loss ratio - prior year for the three months ended March 31, 2026 was primarily driven by additional loss information in relation to the Baltimore Bridge collapse. In
addition, casualty business protected by the LPT discussed in Note 6,
Reinsurance
, benefited from favorable development in the underlying reserves of $0.1 million and a change in the deferred gain of $0.2 million, for a total net positive earnings impact of $0.3 million.
Catastrophe losses - current year and prior year
were $Nil for the three months ended March 31, 2026. Catastrophe losses for the three months ended March 31, 2025 were as a result of the California wildfires of $29.0 million.
Acquisition Costs
For the Three Months Ended
Acquisition Costs
% of Net Premiums Earned
($ in thousands)
March 31,
2026
March 31,
2025
March 31,
2026
March 31,
2025
'26 vs '25
point
r
Property
$
19,390
$
15,411
38.3
%
33.7
%
4.6
Casualty
18,420
17,494
18.4
%
19.3
%
(0.9)
Specialty
43,394
29,885
30.9
%
28.7
%
2.2
Total
$
81,204
$
62,790
27.9
%
26.1
%
1.8
The acquisition cost ratio for the three months ended March 31, 2026 was 27.9%, compared to 26.1% for the three months ended March 31, 2025, an increase of 1.8 percentage points. The increase was primarily driven by specialty insurance and reinsurance classes, due to a change in business mix.
43
Other Underwriting Expenses and Other Underwriting Expense Ratios
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Other underwriting expenses
$
41,299
$
35,623
Other underwriting expense ratio
13.3
%
13.0
%
Other underwriting expenses are general and administrative costs incurred by our reportable segments.
Other underwriting expenses were $41.3 million for the three months ended March 31, 2026, an increase of $5.7 million, or 15.9%, compared to $35.6 million for the three months ended March 31, 2025. The increase was primarily driven by an increase in personnel costs and the impact of a strengthening British Pound against the U.S. Dollar.
The other underwriting expense ratio for the three months ended March 31, 2026 and 2025 increased modestly from 13.0% to 13.3%, driven by an increase in the underlying costs and a decrease in third party fee income, partially offset by growth in the premium base.
44
Bermuda Segment
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Gross premiums written
$
497,202
$
473,347
Net premiums written
$
366,223
$
374,900
Net premiums earned
$
279,724
$
258,361
Third party fee income
4,204
330
Claims and Expenses
Losses and loss adjustment expenses
160,930
249,563
Acquisition costs
63,303
54,091
Other underwriting expenses
9,093
14,111
Underwriting income (loss)
$
50,602
$
(59,074)
Attritional losses - current year
$
150,939
$
133,918
Attritional losses - prior year development
9,991
(5,802)
Catastrophe losses - current year
—
130,663
Catastrophe losses - prior year development
—
(9,216)
Losses and loss adjustment expenses
$
160,930
$
249,563
Attritional loss ratio - current year
53.9
%
51.8
%
Attritional loss ratio - prior year development
3.6
%
(2.2)
%
Catastrophe loss ratio - current year
0.0
%
50.6
%
Catastrophe loss ratio - prior year development
0.0
%
(3.6)
%
Losses and loss adjustment expense ratio
57.5
%
96.6
%
Acquisition cost ratio
22.6
%
20.9
%
Other underwriting expense ratio
1.7
%
5.3
%
Combined ratio
81.8
%
122.8
%
Gross Premiums Written
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Property
$
193,738
$
223,077
Casualty
230,853
179,534
Specialty
72,611
70,736
Total
$
497,202
$
473,347
Gross premiums written increased by $23.9 million, or 5.0%, from $473.3 million for the three months ended March 31, 2025 to $497.2 million for the three months ended March 31, 2026, primarily driven by growth in both new and existing business in casualty reinsurance classes, partially offset by a decrease in property reinsurance classes as a result of lower reinstatement premiums for the three months ended March 31, 2026.
45
Net Premiums Earned
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Property
$
76,239
$
95,468
Casualty
166,098
127,104
Specialty
37,387
35,789
Total
$
279,724
$
258,361
Net premiums earned increased by $21.4 million, or 8.3%, from $258.4 million for the three months ended March 31, 2025 to $279.7 million for the three months ended March 31, 2026, primarily driven by new business and volume growth in our casualty reinsurance classes, partially offset by a decrease in our property reinsurance classes as a result of lower reinstatement premiums for the three months ended March 31, 2026. The increase in casualty reinsurance was primarily driven by general liability lines.
Third Party Fee Income
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Third party fee income
$
4,204
$
330
Third party fee income is generated by certain management and performance based fees recognized by Ada Capital Management Limited for services provided to Ada Re, Ltd. and increased by $3.9 million, from $0.3 million for the three months ended March 31, 2025 to $4.2 million for the three months ended March 31, 2026.
46
Losses and Loss Adjustment Expenses
For the Three Months Ended
($ in thousands)
Current
year
% of net premiums earned
Prior year development
% of net premiums earned
Losses and loss adjustment expenses
% of net premiums earned
March 31, 2026
Attritional losses
$
150,939
53.9
%
$
9,991
3.6
%
$
160,930
57.5
%
Catastrophe losses
—
0.0
%
—
0.0
%
—
0.0
%
Total
$
150,939
53.9
%
$
9,991
3.6
%
$
160,930
57.5
%
March 31, 2025
Attritional losses
$
133,918
51.8
%
$
(5,802)
(2.2)
%
$
128,116
49.6
%
Catastrophe losses
130,663
50.6
%
(9,216)
(3.6)
%
121,447
47.0
%
Total
$
264,581
102.4
%
$
(15,018)
(5.8)
%
$
249,563
96.6
%
Attritional loss ratio - current year
for the three months ended March 31, 2026 was 53.9% compared to 51.8% for the three months ended March 31, 2025, an increase of 2.1 percentage points. The increase was primarily driven by a change in business mix, including more proportional casualty reinsurance business.
Attritional loss ratio - prior year
for the three months ended March 31, 2026 was an unfavorable 3.6%, compared to a favorable 2.2% for the three months ended March 31, 2025, an increase of 5.8 percentage point
s.
The unfavorable attritional loss ratio - prior year for the three months ended March 31, 2026 was primarily driven by additional loss information in relation to the Baltimore Bridge collapse.
Catastrophe losses - current year and prior year
were $Nil for the three months ended March 31, 2026. Catastrophe losses for the three months ended March 31, 2025 were as a result of the California wildfires of $130.6 million, partially offset by favorable prior year development of $9.2 million.
47
Acquisition Costs
For the Three Months Ended
Acquisition Costs
% of Net Premiums Earned
($ in thousands)
March 31,
2026
March 31,
2025
March 31,
2026
March 31,
2025
'26 vs '25
point
r
Property
$
11,330
$
12,489
14.9
%
13.1
%
1.8
Casualty
43,227
33,581
26.0
%
26.4
%
(0.4)
Specialty
8,746
8,021
23.4
%
22.4
%
1.0
Total
$
63,303
$
54,091
22.6
%
20.9
%
1.7
The acquisition cost ratio for the three months ended March 31, 2026 was 22.6%, compared to 20.9% for the three months ended March 31, 2025. The increase was primarily driven by a change in business mix, including more proportional business written in our casualty reinsurance classes, partially offset by an increase in ceded commission income. The three months ended March 31, 2025 benefited from higher reinstatement premiums, which do not attract acquisition costs.
Other Underwriting Expenses and Other Underwriting Expense Ratios
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Other underwriting expenses
$
9,093
$
14,111
Other underwriting expense ratio
1.7
%
5.3
%
Other underwriting expenses are general and administrative costs incurred by our reportable segments.
Other underwriting expenses for the three months ended March 31, 2026 were $9.1 million, a decrease of $5.0 million, or 35.6%, compared to $14.1 million for the three months ended March 31, 2025. The decrease was primarily driven by Bermuda substance-based tax credits, partially offset by an increase in personnel costs.
The other underwriting expense ratio for the three months ended March 31, 2026 and 2025 decreased from 5.3% to 1.7%, driven by the Bermuda substance-based tax credits, certain performance based management fees recognized by Ada Capital Management Limited for services provided to Ada Re, Ltd and growth in the premium base.
48
Corporate and Other
Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)
The components of total net realized and unrealized gains (losses) on investments and net investment income (loss) are as follows:
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - TSHF
(1)
$
176,550
$
203,961
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other
554
63,759
$
177,104
$
267,720
Net income (loss) attributable to non-controlling interest - TSHF
$
83,494
$
100,394
(1) Prior to non-controlling interest performance incentive allocation
Total net realized and unrealized gains (losses) on investments and net investment income (loss)
-
TSHF
, prior to non-controlling interest, returned income of $176.6 million and $204.0 million for the three months ended March 31, 2026 and 2025, respectively. This includes the fund's returns, net of investment management fees.
Net investment income, net of non-controlling interest - TSHF
, returned income of $93.1 million and $103.6 million for the three months ended March 31, 2026 and 2025, respectively. This includes the fund's returns, net of investment management fees and performance incentive allocations. The aggregate incentive allocation to which the investment manager is entitled is included in "Net income (loss) attributable to non-controlling interest" in our GAAP financial statements.
TS Hamilton Fund produced returns, net of investment management fees and performance incentive allocations, of 4.3% and 5.5% for the three months ended March 31, 2026 and 2025, respectively.
For the three months ended March 31, 2026, TS Hamilton Fund experienced gains in single name equities trading within the equity market neutral vehicles STV, ESTV, and ATV. Gains in single name equities trading were led by the U.S., followed by China onshore and Europe. TS Hamilton Fund also experienced gains from macro trading within the systematic macro vehicle, FTV, the relative value macro vehicle, HTV, and the scientific discretionary macro vehicle, NTV. Gains in macro trading were led by commodities in FTV. Gains in TS Hamilton Fund were partially offset by losses from macro trading within the relative value rates vehicle, KTV.
For the three months ended March 31, 2025, TS Hamilton Fund experienced gains in single name equities trading within the equity market neutral vehicles STV, ESTV, and ATV. Gains in single name equities trading were led by the U.S., followed by East Asia. TS Hamilton Fund also experienced gains from macro trading within the systematic macro vehicle, FTV, the relative value macro vehicle, HTV, the scientific discretionary macro vehicle, NTV, and the relative value rates vehicle, KTV. Gains in macro trading were led by commodities in FTV and equities in HTV.
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other
, returned income of $0.6 million and $63.8 million for the three months ended March 31, 2026 and 2025, respectively. Income for the three months ended March 31, 2026 was driven by investment income on a larger portfolio of higher-yielding assets, offset by negative mark-to-market returns. Income for the three months ended March 31, 2025 was primarily driven by investment income and positive mark-to-market returns.
49
Net Foreign Exchange Gains (Losses)
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Net foreign exchange gains (losses)
$
4,539
$
(2,529)
Our functional currency is the U.S. Dollar. We may conduct routine underwriting operations or invest a portion of our cash and other investable assets in currencies other than U.S. Dollars. Consequently, we may incur foreign exchange gains and losses in our results of operations.
Foreign exchange gains of $4.5 million and losses of $2.5 million for the three months ended March 31, 2026 and 2025, respectively, were primarily driven by the remeasurement of insurance related assets and liabilities denominated in British Pounds, Euro, Japanese Yen, and Australian and Canadian Dollars.
Corporate Expenses
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Corporate expenses
$
11,072
$
12,968
Corporate expenses for the three months ended March 31, 2026 were $11.1 million, compared to $13.0 million for the three months ended March 31, 2025, a decrease of $1.9 million. The decrease was primarily driven by the impact of the Bermuda substance-based tax credits.
Amortization of Intangible Assets
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Amortization of intangible assets
$
4,020
$
3,890
Amortization of intangible assets of $4.0 million and $3.9 million for the three months ended March 31, 2026 and 2025, respectively, relates to internally developed software and intangible assets acquired in a business combination.
Interest Expense
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Interest expense
$
4,777
$
5,602
Interest expense of $4.8 million and $5.6 million for the three months ended March 31, 2026 and 2025, respectively, relates to interest payments and certain administrative fees associated with our term loan and letter of credit facilities. The decrease in interest expense is primarily driven by the movement in the Secured Overnight Financing Rate ("SOFR"), which underlies the floating rate associated with the term loan.
50
Income Tax Expense (Benefit)
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Income tax expense (benefit)
$
2,323
$
3,206
Income tax expense for the three months ended March 31, 2026 was $2.3 million on pre-tax income of $219.4 million, compared to income tax expense of $3.2 million on pre-tax income of $184.5 million for the three months ended March 31, 2025, a decrease of $0.9 million. Income tax expense was primarily driven by withholding taxes on investment income from TS Hamilton Fund.
51
Key Operating and Financial Metrics
The Company has identified the following metrics as key measures of the Company’s performance:
Book Value per Common Share
Management believes that book value is an important indicator of value provided to common shareholders and aligns the Company’s and most investors’ long term objectives. We calculate book value per common share as total common shareholders’ equity divided by the total number of common shares outstanding at the point in time.
As at
($ in thousands, except per share amounts)
March 31,
2026
December 31,
2025
Closing common shareholders' equity
$
2,722,450
$
2,822,099
Closing common shares outstanding
99,273,252
99,029,434
Book value per common share
$
27.42
$
28.50
Accumulated dividends
$
2.00
$
—
Book value per common share plus accumulated dividends
$
29.42
$
28.50
Book value per common share was $27.42 at March 31, 2026, a $1.08 or 3.8% decrease from the Company’s book value per common share o
f
$28.50
at
December 31, 2025 and a $0.92 or 3.2% increase from $28.50 when incorporating the impact of the special dividend paid to common shareholders in the three months ended March 31, 2026.
The increase in book value per common share plus accumulated dividends was primarily driven by the Company’s net income attributable to common shareholders of $133.5 million. See Note 10,
Share Capital
in the accompanying unaudited condensed consolidated financial statements for further details.
Tangible Book Value per Common Share
Management believes that tangible book value is an important indicator of value provided to common shareholders and aligns the Company’s and most investors’ long term objectives. We calculate tangible book value per common share as total common shareholders’ equity less intangible assets, divided by the total number of common shares outstanding at the point in time.
As at
($ in thousands, except per share amounts)
March 31,
2026
December 31,
2025
Closing common shareholders' equity
$
2,722,450
$
2,822,099
Intangible assets
84,331
86,624
Closing common shareholders' equity, less intangible assets
$
2,638,119
$
2,735,475
Closing common shares outstanding
99,273,252
99,029,434
Tangible book value per common share
$
26.57
$
27.62
Accumulated dividends
$
2.00
$
—
Tangible book value per common share plus accumulated dividends
$
28.57
$
27.62
Tangible book value per common share was $26.57 at March 31, 2026, a $1.05 or 3.8% decrease from the Company’s tangible book value per common share of $27.62 at December 31, 2025 and a $0.95 or 3.4% increase from $27.62 when incorporating the impact of the special dividend paid to common shareholders in the three months ended March 31, 2026.
The increase in book value per common share plus accumulated dividends was primarily driven by the Company’s net income attributable to common shareholders of $133.5 million. See Note 10,
Share Capital
in the accompanying unaudited condensed consolidated financial statements for further details.
52
Return on Average Common Shareholders' Equity
Management believes that return on average common shareholders’ equity ("ROACE") is an important indicator of the Company’s profitability and financial efficiency. We calculate it by dividing net income (loss) attributable to common shareholders by average common shareholders' equity for the corresponding period.
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Net income (loss) attributable to common shareholders
$
133,538
$
80,872
Average common shareholders' equity for the period
$
2,772,275
$
2,364,024
Return on average common shareholders' equity
4.8
%
3.4
%
ROACE was 4.8% for the three months ended March 31, 2026, compared to 3.4% for the three months ended March 31, 2025. The increase was primarily driven by the higher net income attributable to common shareholders for the three months ended March 31, 2026.
53
Non-GAAP Measures
We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance. Some of the measurements that management uses to assess our operating results are considered non-GAAP financial measures under Regulation G and Item 10(e) of Regulation S-K, each promulgated by the SEC. We believe that these non-GAAP financial measures, which may be defined and calculated differently by other companies, help explain and enhance the understanding of our results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. Where appropriate, reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures are included below.
Underwriting Income (Loss)
We calculate underwriting income (loss) on a pre-tax basis as net premiums earned less losses and loss adjustment expenses, acquisition costs and other underwriting expenses (net of third party fee income). We believe that this measure of our performance focuses on the core fundamental performance of the Company’s reportable segments in any given period and is not distorted by investment market conditions, corporate expense allocations or income tax effects.
The following table reconciles underwriting income (loss) to net income (loss), the most directly comparable GAAP financial measure:
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Underwriting income (loss)
$
57,581
$
(58,259)
Total net realized and unrealized gains (losses)
on investments and net investment income (loss)
177,104
267,720
Net foreign exchange gains (losses)
4,539
(2,529)
Corporate expenses
(11,072)
(12,968)
Amortization of intangible assets
(4,020)
(3,890)
Interest expense
(4,777)
(5,602)
Income tax (expense) benefit
(2,323)
(3,206)
Net income (loss), prior to non-controlling interest
$
217,032
$
181,266
Third Party Fee Income
Third party fee income includes income that is incremental and/or directly attributable to our underwriting operations. It is primarily comprised of fees earned by the International segment for management services provided to third party syndicates and consortia and by the Bermuda segment for management and performance based fees generated by our third party capital manager, Ada Capital Management Limited. We believe that this measure is a relevant component of our underwriting income (loss).
The following table reconciles third party fee income to other income (loss), the most directly comparable GAAP financial measure:
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Third party fee income
$
6,750
$
4,662
Other income (loss)
$
6,750
$
4,662
54
Other Underwriting Expenses
Other underwriting expenses include those general and administrative expenses that are incremental and/or directly attributable to our underwriting operations. While this measure is presented in Note 8,
Segment Reporting
, it is considered a non-GAAP financial measure when presented elsewhere.
Corporate expenses include holding company costs necessary to support our reportable segments. As these costs are not incremental and/or directly attributable to our underwriting operations, these costs are excluded from other underwriting expenses, and therefore, underwriting income (loss). General and administrative expenses, the most directly comparable GAAP financial measure to other underwriting expenses, also includes corporate expenses.
The following table reconciles other underwriting expenses to general and administrative expenses, the most directly comparable GAAP financial measure:
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Other underwriting expenses
$
50,392
$
49,734
Corporate expenses
11,072
12,968
General and administrative expenses
$
61,464
$
62,702
Other Underwriting Expense Ratio
Other Underwriting Expense Ratio
is a measure of the other underwriting expenses (net of third party fee income) incurred by the Company and is expressed as a percentage of net premiums earned.
Loss Ratio
Attritional Loss Ratio – current year
is the attritional losses incurred by the company relating to the current year divided by net premiums earned.
Attritional Loss Ratio – prior year development
is the attritional losses incurred by the company relating to prior years divided by net premiums earned.
Catastrophe Loss Ratio – current year
is the catastrophe losses incurred by the company relating to the current year divided by net premiums earned.
Catastrophe Loss Ratio – prior year development
is the catastrophe losses incurred by the company relating to prior years divided by net premiums earned.
Combined Ratio
Combined Ratio
is a measure of our underwriting profitability and is expressed as the sum of the loss 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.
55
Financial Condition, Liquidity and Capital Resources
Financial Condition
Investment Philosophy
The Company maintains two segregated investment portfolios: a fixed maturities and short-term investments trading portfolio and an investment in Two Sigma Hamilton Fund ("TS Hamilton Fund").
The Company's high quality and liquid fixed maturities and short-term investments trading portfolio is structured to focus primarily on the preservation of capital and the availability of liquidity to meet the Company’s claims obligations, to be well diversified across market sectors, and to generate relatively attractive returns on a risk-adjusted basis over time. The Company’s investments are subject to market-wide risks and fluctuations, as well as to risks inherent in particular securities.
The Company also invests in TS Hamilton Fund, a Delaware limited liability company. 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. See Note 12,
Subsequent Events
in the accompanying unaudited condensed consolidated financial statements for further details. Two Sigma is a United States Securities and Exchange Commission registered investment adviser specializing in quantitative analysis. The TS Hamilton Fund investment strategy is focused on delivering non-market correlated investment income and total return through all market cycles while maintaining appropriate portfolio liquidity and credit quality to meet the requirements of customers, rating agencies and regulators.
Cash and Investments
At March 31, 2026 and December 31, 2025, total cash and investments was $6.1 billion and $6.2 billion, respectively. However, a significant portion of the total cash and investments balances held were invested in TS Hamilton Fund as collateral for the investments held by the underlying trading vehicles, as shown in the tables under the "TS Hamilton Fund" discussion.
As at
($ in thousands)
March 31, 2026
December 31, 2025
Fixed maturity investments, at fair value
$
3,016,314
49
%
$
3,238,543
52
%
Short-term investments, at fair value
451,185
7
%
200,459
3
%
3,467,499
56
%
3,439,002
55
%
Investments in Two Sigma Funds, at fair value
1,685,031
28
%
1,587,658
26
%
Total investments
5,152,530
84
%
5,026,660
81
%
Cash and cash equivalents
842,484
14
%
1,062,359
17
%
Restricted cash and cash equivalents
113,033
2
%
109,731
2
%
Total cash and cash equivalents
955,517
16
%
1,172,090
19
%
Total cash and investments
$
6,108,047
100
%
$
6,198,750
100
%
Total cash and investments decreased from $6.2 billion at December 31, 2025 to $6.1 billion at March 31, 2026. The decrease was primarily driven by the payment of a special dividend and mark-to-market losses recognized on our fixed maturities and short-term investments trading portfolio, partially offset by positive investment returns on the TS Hamilton Fund and the continued deployment of cash into the fixed maturity trading portfolio.
56
Fixed Maturity and Short-term Investments - Trading
The Company’s fixed maturity trading portfolio and short-term investments are as follows:
March 31, 2026
($ in thousands)
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair
Value
Fixed maturities:
U.S. government treasuries
$
638,367
$
1,035
$
(5,383)
$
634,019
U.S. states, territories and municipalities
12,830
61
(82)
12,809
Non-U.S. sovereign governments and supranationals
114,708
1,436
(2,798)
113,346
Corporate
1,640,005
13,483
(15,739)
1,637,749
Residential mortgage-backed securities - Agency
232,165
1,783
(5,204)
228,744
Residential mortgage-backed securities - Non-agency
59,002
159
(1,241)
57,920
Commercial mortgage-backed securities - Non-agency
82,393
346
(540)
82,199
Other asset-backed securities
249,772
443
(687)
249,528
Total fixed maturities
3,029,242
18,746
(31,674)
3,016,314
Short-term investments
450,836
435
(86)
451,185
Total
$
3,480,078
$
19,181
$
(31,760)
$
3,467,499
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
The fair value of the Company’s fixed maturity trading portfolio and short-term investments was $3.5 billion and $3.4 billion at March 31, 2026 and December 31, 2025, respectively.
Short-term investments at March 31, 2026 and December 31, 2025 of $451.2 million and $200.5 million, respectively, include $450.8 million and $199.0 million, respectively, held within TS Hamilton Fund. The cash and short-term investment balances within TS Hamilton Fund are not managed by the Company, nor can they be removed from TS Hamilton Fund as they support the underlying investment strategies within the seven trading vehicles. The balance may fluctuate significantly from period to period as a result of movements in the underlying funds. See the following discussion for further details on assets within TS Hamilton Fund.
57
The fair values and weighted-average credit ratings of our fixed maturity trading portfolio and short-term investments by type were as follows:
March 31, 2026
December 31, 2025
($ in thousands)
Fair Value
% of Total
Weighted average credit rating
Fair Value
% of Total
Weighted average credit rating
Fixed maturities:
U.S. government treasuries
$
634,019
18
%
Aa1
$
797,834
23
%
Aa1
U.S. states, territories and municipalities
12,809
0
%
Aa2
12,960
0
%
Aa2
Non-U.S. sovereign governments and supranationals
113,346
3
%
Aa1
110,861
3
%
Aa1
Corporate
1,637,749
48
%
A3
1,584,144
46
%
A3
Residential mortgage-backed securities - Agency
228,744
7
%
Aa1
365,650
11
%
Aa1
Residential mortgage-backed securities - Non-agency
57,920
2
%
Aa1
32,545
1
%
Aaa
Commercial mortgage-backed securities - Non-agency
82,199
2
%
Aa1
94,698
3
%
Aa1
Other asset-backed securities
249,528
7
%
Aa1
239,851
7
%
Aa1
Total fixed maturities
3,016,314
87
%
A1
3,238,543
94
%
Aa3
Short-term investments
451,185
13
%
Aa1
200,459
6
%
Aa1
Total fixed maturities and short-term investments
$
3,467,499
100
%
Aa3
$
3,439,002
100
%
Aa3
Fixed maturity and short-term investments credit quality summary:
Investment grade
100
%
100
%
Non-investment grade
0
%
0
%
Total
100
%
100
%
The average credit quality, the average yield to maturity and the expected average duration of the Company’s fixed maturities and short-term investments trading portfolio, excluding short-term investments held by the TS Hamilton Fund, were as follows:
March 31,
2026
December 31, 2025
Average credit quality
A1
Aa3
Average yield to maturity
4.5
%
4.1
%
Expected average duration (in years)
3.7
3.4
At March 31, 2026 and December 31, 2025, 100% of the Company’s fixed maturities and short-term investments trading portfolio was rated investment grade (Baa3 or higher) by third party rating services. The average credit quality of the Company’s fixed maturities and short-term investments trading portfolio, excluding short-term investments held by the TS Hamilton Fund, at March 31, 2026 and December 31, 2025 was A1 and Aa3, respectively.
The average yield to maturity on the Company’s fixed maturities and short-term investments trading portfolio increased to 4.5% at March 31, 2026 from 4.1% at December 31, 2025.
The expected average duration of the Company’s fixed maturities and short-term investments trading portfolio was 3.7 years and 3.4 years at March 31, 2026 and December 31, 2025, respectively.
58
TS Hamilton Fund
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:
As at March 31, 2026
Two Sigma Funds
Abbreviation
%
Two Sigma Spectrum Portfolio, LLC
STV
15.3
%
Two Sigma Equity Spectrum Portfolio, LLC
ESTV
9.4
%
Two Sigma Absolute Return Portfolio, LLC
ATV
0.2
%
Two Sigma Futures Portfolio, LLC
FTV
6.3
%
Two Sigma Horizon Portfolio, LLC
HTV
5.2
%
Two Sigma Navigator Portfolio, LLC
NTV
5.8
%
Two Sigma Kuiper Portfolio, LLC
KTV
5.0
%
Although Two Sigma has broad discretion to allocate invested assets to different opportunities, the current strategy is focused on highly diversified liquid positions in global equities, futures and foreign exchange markets. Through its investments in the Two Sigma Funds, we seek 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.
•
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.
•
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.
59
The Company’s investments in Two Sigma Funds are as follows:
March 31, 2026
December 31, 2025
($ in thousands)
Cost
Net Unrealized Gains (Losses)
Fair Value
Cost
Net Unrealized Gains (Losses)
Fair Value
Two Sigma Spectrum Portfolio, LLC
$
582,060
$
164,029
$
746,089
$
500,616
$
131,996
$
632,612
Two Sigma Equity Spectrum Portfolio, LLC
255,466
37,639
293,105
187,718
49,906
237,624
Two Sigma Absolute Return Portfolio, LLC
10,639
160
10,799
93,092
8,882
101,974
Two Sigma Futures Portfolio, LLC
166,144
52,947
219,091
192,064
44,998
237,062
Two Sigma Horizon Portfolio, LLC
239,806
10,110
249,916
241,090
4,585
245,675
Two Sigma Navigator Portfolio, LLC
130,896
4,355
135,251
110,577
(9,585)
100,992
Two Sigma Kuiper Portfolio, LLC
31,944
(1,164)
30,780
30,406
1,313
31,719
Total
$
1,416,955
$
268,076
$
1,685,031
$
1,355,563
$
232,095
$
1,587,658
The increase in the total fair value of the Company’s investments in Two Sigma Funds from $1.6 billion at December 31, 2025 to $1.7 billion at March 31, 2026 is primarily driven by investment gains, asset allocations and collateral management within TS Hamilton Fund. The total net assets managed in TS Hamilton Fund represent our investment in and exposure to Two Sigma Funds’ investment strategies. However, as part of Two Sigma’s collateral management processes, any capital not required to be held within one of the specific trading vehicles is held in cash or short-term investments within TS Hamilton Fund as shown in the following table. The cash and short-term investment balances are not managed by the Company, nor can they be removed from TS Hamilton Fund as they support the underlying investment strategies within the seven trading vehicles.
The following table represents the total assets and total liabilities of TS Hamilton Fund. Creditors or beneficial interest holders of TS Hamilton Fund have no recourse to the general credit of the Company as the Company’s obligation is limited to the amount of its committed investment.
($ in thousands)
March 31,
2026
December 31,
2025
Assets
Cash and cash equivalents
$
305,499
$
648,726
Short-term investments
450,809
198,986
Investments in Two Sigma Funds, at fair value
1,685,031
1,587,658
Receivables for investments sold
6,162
57,938
Interest and dividends receivable
1,338
1,110
Total assets
2,448,839
2,494,418
Liabilities
Payable for investments purchased
93,741
192,467
Withdrawal payable
62,058
123,376
Accounts payable and accrued expenses
235
214
Total liabilities
156,034
316,057
Total net assets managed by TS Hamilton Fund
$
2,292,805
$
2,178,361
Total net assets in TS Hamilton Fund were $2.3 billion and $2.2 billion at March 31, 2026 and December 31, 2025, respectively.
60
Liquidity and Capital Resources
Liquidity
Liquidity is a measure of a company’s ability to generate cash flows sufficient to meet the short-term and long-term cash requirements of its business operations. The Company manages liquidity at the holding company and operating subsidiary level.
Management believes that its significant cash flows from operations and high quality liquid investment portfolio will provide sufficient liquidity for the foreseeable future. At March 31, 2026 and December 31, 2025, total unrestricted cash and cash equivalents were $842.5 million and $1.1 billion, respectively, and total restricted cash and cash equivalents were $113.0 million and $109.7 million, respectively.
Holding Company
As a holding company, Hamilton Insurance Group, Ltd. has no operations of its own and its assets consist primarily of investments in its subsidiaries. Accordingly, Hamilton Group’s future cash flows depend on the availability of dividends or other statutorily permissible distributions, such as returns of capital, from its subsidiaries. The ability to pay such dividends and/or distributions is limited by the applicable laws and regulations of the various countries and states in which the Company’s subsidiaries operate (refer to Note 17,
Statutory Requirements
in the audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2025 for further details), as well as the need to maintain capital levels to adequately support insurance and reinsurance operations, and to preserve financial strength ratings issued by independent rating agencies.
During the three months ended March 31, 2026 and 2025, Hamilton Group received $256.0 million and $22.0 million, respectively, of distributions from its subsidiaries. The Company’s primary use of funds includes common share repurchases, interest payments on debt and credit facilities, capital investments in subsidiaries, and payment of corporate operating expenses.
The Company also declared and paid a special dividend of $2.00 per common share, or
$199.4 million
, in the three months ended March 31, 2026.
Common share repurchases may be conducted through open market repurchases and/or privately negotiated transactions. See Note 10,
Share Capital
, in the accompanying unaudited condensed consolidated financial statements for further detail of common share repurchases in the three months ended March 31, 2026. Management believes the dividend distribution capacity of Hamilton Group’s subsidiaries, which was estimated at $620.1 million at December 31, 2025, will provide the Company with sufficient liquidity for the foreseeable future.
Operating Subsidiaries
Hamilton Group’s operating subsidiaries primarily derive cash from the net inflow of premiums less claim payments related to underwriting activities and from net investment income. Historically, these cash receipts have been sufficient to fund the operating expenses of these subsidiaries, as well as to fund dividend payments to the Company. The subsidiaries’ remaining cash flows are generally invested into the fixed maturities and short-term investments trading portfolio and used to fund common share repurchases or acquisitions.
The operating subsidiaries’ insurance and reinsurance business inherently provides liquidity, as premiums are received in advance (sometimes substantially in advance) of the time losses are paid. However, the amount of cash required to fund loss payments can fluctuate significantly from period to period, due to the low frequency and high severity nature of certain types of business written. As such, cash flows from operating activities may vary significantly between periods.
The payment of dividends by operating subsidiaries is, under certain circumstances, limited by the applicable laws and regulations in the various jurisdictions in which the subsidiaries operate. In addition, insurance laws require the insurance subsidiaries to maintain certain measures of solvency and liquidity. Management believes that each of the Company’s insurance subsidiaries and branches exceeded the minimum solvency, capital and surplus requirements in their applicable jurisdictions at December 31, 2025. Certain of the subsidiaries and branches are required to file Financial Condition Reports ("FCRs"), with their regulators, which provide details on solvency and financial performance. Where required, these FCRs are posted on the Company’s website.
The regulations governing the Company’s principal operating subsidiaries’ ability to pay dividends and to maintain certain measures of solvency and liquidity are discussed in Note 17,
Statutory Requirements
in the Company’s audited consolidated financial statements as included in our Form 10-K for the year ended December 31, 2025.
61
Consolidated Cash Flows
Consolidated cash flows from operating, investing and financing activities were as follows:
For the Three Months Ended
March 31,
($ in thousands)
2026
2025
Total cash provided by (used in):
Operating activities
$
100,828
$
34,901
Investing activities
(27,802)
(150,584)
Financing activities
(285,581)
(78,253)
Effect of exchange rate changes on cash
(4,018)
6,146
Net increase (decrease) in cash and cash equivalents
$
(216,573)
$
(187,790)
Net cash provided by (used in) operating activities was $100.8 million and $34.9 million in the three months ended March 31, 2026 and 2025, respectively. Cash inflows from insurance and reinsurance operations typically include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and loss expenses, payments of premiums to reinsurers and operating expenses. Cash provided by operating activities fluctuates due to timing differences between the collection of premiums and reinsurance recoverables and the payment of losses and loss adjustment expenses, and the payment of premiums to reinsurers.
Net cash provided by (used in) investing activities was $(27.8) million and $(150.6) million in the three months ended March 31, 2026 and 2025, respectively, primarily driven by the timing of investing activities and the net proceeds of turnover, asset allocations within the TS Hamilton Fund, and our fixed maturity and short-term investments.
Net cash provided by (used in) financing activities was $(285.6) million and $(78.3) million in the three months ended March 31, 2026 and 2025, respectively. Net cash used in financing activities for the three months ended March 31, 2026 was primarily driven by the special dividend, incentive allocations paid to TS Hamilton Fund and share repurchases. Net cash used in financing activities for the three months ended March 31, 2025 was primarily driven by incentive allocations paid to TS Hamilton Fund and share repurchases. See Note 10,
Share Capital
in the accompanying unaudited condensed consolidated financial statements for further details of common share repurchases for the three months ended March 31, 2026 and 2025.
The Company believes that annual positive cash flows from operating activities will be sufficient to cover claims payments, absent a series of additional large catastrophic losses. However, should claim payment obligations accelerate beyond the Company’s ability to fund payments from operating cash flows, the Company would utilize cash and cash equivalent balances and/or liquidate a portion of the Company’s fixed maturities and short-term investments trading portfolio and/or access certain credit facilities. The Company’s fixed maturities and short-term investments trading portfolio is heavily weighted towards conservative, high quality and highly liquid securities.
In addition, if necessary, the Company generally has two options related to liquidating a portion of the investment portfolio in the TS Hamilton Fund, 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. Claim payments pertaining to any such large catastrophic event would be paid out over a period spanning many months.
See Note 12,
Subsequent Events
in the accompanying unaudited condensed consolidated financial statements for further details.
62
Management expects that, if necessary, the full value of cash, fixed income and short-term investments at March 31, 2026 could be available in one to three business days under normal market conditions, except for $741.3 million of restricted cash and investments which primarily support the Company’s obligations in regulatory jurisdictions where it operates as a non-admitted carrier (refer to Note 3,
Investments
in the accompanying unaudited condensed consolidated financial statements) and $255.5 million of restricted cash and investments which primarily support the Company’s letter of credit facilities (refer to Note 9,
Debt and Credit Facilities
in the accompanying unaudited condensed consolidated financial statements).
Capital Resources
Management monitors the Company’s capital adequacy on a regular basis and seeks to adjust its capital according to the needs of the business. In particular, the Company requires capital sufficient to meet or exceed the capital adequacy ratios established by rating agencies for maintenance of appropriate financial strength ratings and the capital adequacy tests performed by regulatory authorities. From time to time, rating agencies and regulatory authorities may make changes in their models and methodologies, which could increase the amount of capital the Company requires. The Company may seek to raise additional capital or return capital to shareholders through some combination of common share repurchases and cash dividends. In the normal course of operations, management may from time to time evaluate additional share or debt issuances given prevailing market conditions and capital management strategies. In addition, the Company enters into agreements with financial institutions to obtain letter of credit facilities for the benefit of its operating subsidiaries to support their business operations. Management believes that the Company holds sufficient capital to allow it to take advantage of market opportunities and to maintain its financial strength ratings and comply with various local statutory regulations.
The following table summarizes our consolidated total capital:
As at
($ in thousands)
March 31
2026
December 31, 2025
Shareholders' equity
$
2,722,450
$
2,822,099
The Company’s consolidated shareholders' equity was $2.7 billion at March 31, 2026, a 3.5% decrease compared to $2.8 billion at December 31, 2025. The primary driver of the decrease in total capital was the special dividend and share repurchases (see Note 10,
Share Capital
in the accompanying unaudited condensed consolidated financial statements for further details), partially offset by the Company’s net income attributable to common shareholders of $133.5 million for the three months ended March 31, 2026.
Debt
On June 10, 2025, Hamilton Group entered into a $150 million term loan credit arrangement (the "Facility") with various lenders as arranged by Wells Fargo Securities, LLC. The Facility will be used to refinance the indebtedness outstanding under the Existing Loan Agreement. All or a portion of the loan issued under the Facility bears interest, at the option of Hamilton Group, at either (a) a base rate plus an applicable margin or (b) the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus an applicable margin, in each case with the applicable margin determined with reference to the Company's long term issuer default rating as assigned by Fitch. The Facility matures on June 9, 2028, unless accelerated pursuant to the terms of the Facility, and it contains usual and customary representations, warranties, conditions and covenants for bank loan facilities of this type. The Facility also includes financial covenants, including a financial strength rating test, a minimum consolidated tangible net worth test and a maximum consolidated indebtedness to total capitalization ratio.
The following table presents the gross outstanding loan balance, loan fair value and unamortized loan issuance costs:
As at
($ in thousands)
March 31,
2026
December 31, 2025
Outstanding loan balance
$
150,000
$
150,000
Loan fair value
149,874
150,280
Unamortized loan issuance costs
$
231
$
257
63
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 $0.1 million or less in each of the three months ended March 31, 2026 and 2025. The Company’s debt is classified as Level 3 within the fair value hierarchy because it is valued using an income approach, which utilizes a discounted cash flow technique that considers the credit profile of the Company.
Common Shares
The Company’s authorized and issued share capital is comprised as follows:
($ in thousands, except share and per share information)
Authorized:
Common shares of $0.01 par value each (2026 and 2025: 150,000,000)
As at
Issued, outstanding and fully paid:
March 31,
2026
December 31, 2025
Class A common shares (2026 and 2025: 17,320,078)
$
173
$
173
Class B common shares (2026: 66,549,525 and 2025: 66,305,707)
665
663
Class C common shares (2026 and 2025: 15,403,649)
154
154
Total
$
992
$
990
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 March 31, 2026, $158.8 million remained available for repurchase under the Authorization.
Three Months Ended
March 31,
($ in thousands except per share amounts)
2026
2025
Class B Shares repurchased
674,473
495,487
Aggregate repurchase price
$
19,706
$
10,276
Average price per share
$
29.22
$
20.74
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.
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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.
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 March 31, 2026, 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 $260 million for a term that expires on December 31, 2029. The facility bears a fee of 150 basis points on the borrowed amount.
The Company’s obligations under its credit facilities require Hamilton Group, Hamilton Re and the other parties thereto to comply with various financial and reporting covenants. All applicable entities were in compliance with all such covenants at March 31, 2026.
65
Certain of the Company's credit facilities are secured by pledged interests in the TS Hamilton Fund, the Company's fixed income security portfolio, or cash. The Company’s credit facilities and associated securities pledged, were as follows:
As at
($ in thousands)
March 31, 2026
Available letter of credit and revolving loan facilities - commitments
$
1,001,863
Available letter of credit and revolving loan facilities - in use
788,389
Security pledged under letter of credit and revolving loan facilities:
Pledged interests in TS Hamilton Fund
$
107,158
Pledged interests in fixed income portfolio
254,413
Cash
(1)
1,128
(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.
Financial Strength Ratings
The Company’s principal insurance and reinsurance operating subsidiaries are assigned financial strength ratings from various internationally recognized rating agencies registered with the SEC as Nationally Recognized Statistical Rating Organizations. Each agency's ratings are publicly announced, defined and available directly from the agencies' websites.
Financial strength ratings represent the independent opinions of the rating agencies as to the relative creditworthiness of a company and its capacity to meet the obligations of its insurance and reinsurance contracts. Independent ratings are one of the important factors that establish a competitive position in insurance and reinsurance markets. These ratings are based on factors considered by the rating agencies to be relevant to policyholders, agents and intermediaries and are not directed toward the protection of investors. Ratings are not recommendations to buy, sell or hold securities.
The financial strength ratings of our principal operating subsidiaries and our holding company are presented below. All information is as of April 30, 2026, at which time the outlook for each of the below ratings was "Stable".
AM Best
Fitch
Kroll Bond Rating Agency ("KBRA")
Hamilton Re, Ltd.
A
A-
A
Hamilton Insurance DAC
A
A-
NR
(1)
Hamilton Select
A-
NR
(1)
NR
(1)
Hamilton Insurance Group
NR
(1)
BBB+ Issuer
Default Rating
BBB+ Issuer
Rating
Lloyd's Overall Market Rating
(2)
A+
AA-
AA-
(1) Not Rated
(2) The Company's Syndicate 4000 benefits from the financial strength ratings assigned by each of AM Best, Fitch, KBRA and S&P Global ("AA-") to the Lloyd’s market.
66
Reserve for Losses and Loss Adjustment Expenses
Reserve for unpaid losses and loss adjustment expenses
The Company establishes loss reserves using actuarial models, historical insurance industry loss ratio experience and loss development patterns to estimate its ultimate liability of all losses and loss adjustment expenses incurred with respect to premiums earned on the contracts at a given point in time. Loss reserves do not represent an exact calculation of the liability. Estimates of ultimate liabilities are contingent on many future events and the eventual actual outcome of these events may be substantially different from the assumptions underlying the reserve estimates. The Company believes that the recorded reserve for losses and loss adjustment expenses represents management’s best estimate of the cost to settle the ultimate liabilities based on information available at March 31, 2026.
See Note 7,
Reserve for Losses and Loss Adjustment Expenses
in the accompanying unaudited condensed consolidated financial statements for the reconciliation of the gross and net reserve for losses and loss adjustment expenses and for a discussion of prior year reserve development.
Paid and unpaid losses and loss adjustment expenses recoverable
In the normal course of business, the Company seeks to reduce the potential amount of loss arising from claim events by reinsuring certain levels of risk with other reinsurers. See
Summary of Critical Accounting Estimates – Ceded reinsurance and unpaid losses and loss adjustment expenses recoverable
in our Form 10-K for the year ended December 31, 2025 for a detailed discussion of the Company’s risks related to ceded reinsurance agreements and the Company’s process to evaluate the financial condition of its reinsurers.
See
Summary of Critical Accounting Estimates — Reserve for Losses and Loss Adjustment Expenses
in our Form 10-K for the year ended December 31, 2025 for a detailed discussion of losses and loss adjustment expenses.
Recent Accounting Pronouncements
At March 31, 2026, there were no recently issued accounting pronouncements that have not yet been adopted that management expects could have a material impact on the Company’s results of operations, financial condition or liquidity. See Note 2,
Summary of Significant Accounting Policies
in the audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are principally exposed to four types of market risk: interest rate risk, credit spread risk, equity price risk, and foreign currency risk. Our investment guidelines permit, subject to approval, investments in derivative instruments such as futures, options, foreign currency forward contracts and swap agreements, which may be used to assume risks or for hedging purposes. There were no material changes to these market risks, as disclosed in "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in our Form 10-K for the year ended December 31, 2025. See "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk," in our Form 10-K for the year ended December 31, 2025 for a discussion of our exposure to these risks.
Item 4. 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 March 31, 2026, 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.
67
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 which were identified in connection with our evaluation required pursuant to Rules 13a-15 or 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
68
Part II. Other Information
Item 1. Legal Proceedings
The information required by this Item relating to legal proceedings is incorporated herein by reference to information included in Note 15,
Commitments and Contingencies,
in our Form 10-K for the year ended December 31, 2025.
Item 1A. Risk Factors
“Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 contains a discussion of our known material risk factors. The disclosures below reflect material updates to certain of those risk factors and should be read in conjunction with the risk factor disclosures included in our Form 10-K. Except as described below, there have been no material changes to the risk factors previously disclosed.
Large claims or adverse market conditions could require us to liquidate investments at unfavorable times.
The occurrence of large insurance or reinsurance claims, catastrophic events or other unexpected liquidity demands could require us to liquidate investments at times when market conditions are unfavorable. Such forced asset sales may occur during periods of heightened volatility or reduced liquidity and could result in realized losses that would not otherwise have been incurred. In addition, forced sales may reduce our invested asset base, limit our ability to deploy capital into higher-yielding opportunities and impair our capacity to underwrite new business. These effects could materially adversely affect our business, financial condition and results of operations.
The Investment Agreement governing our investment in the TS Hamilton Fund, which replaced and superseded the prior commitment agreement as of April 1, 2026, includes certain conditions relating to our actions with respect to the fund, including notice periods, withdrawal limits and timing constraints. In particular, Hamilton Re is required to use reasonable best efforts to maintain an investment in the TS Hamilton Fund in an amount not less than the lesser of $1.8 billion or 60% of the Group’s net tangible assets. While capital invested above the minimum commitment amount may generally be eligible for quarterly withdrawal, amounts invested at or below the minimum commitment amount are subject to extended notice periods and monthly withdrawal caps, which could delay our ability to access capital during periods of elevated claims activity or market stress. As a result, we may be unable to reallocate capital away from the TS Hamilton Fund to meet liquidity needs or pursue alternative investment opportunities, which could exacerbate the impact of adverse market conditions and materially adversely affect our business, financial condition and results of operations.
We have significant exposure to, and limited control over, the TS Hamilton Fund, which materially constrains our flexibility and could materially adversely affect our business, financial condition and results of operations.
A material portion of our investment portfolio is invested in the TS Hamilton Fund, which is managed by Two Sigma and, pursuant to the Investment Agreement, Hamilton Re is obligated to use reasonable best efforts to maintain an investment in the TS Hamilton Fund in an amount not less than the lesser of $1.8 billion or 60% of the Group’s net tangible assets. We do not control the TS Hamilton Fund’s investment strategy or day‑to‑day operations, have limited rights to withdraw capital, and cannot remove the Managing Member. Interests in the TS Hamilton Fund are illiquid, and our ability to withdraw capital is subject to contractual notice periods, withdrawal limits and timing constraints, which may restrict our access to capital. Under the Investment Agreement, our investment is subject to a two‑tier withdrawal structure that distinguishes between capital invested in excess of the minimum commitment amount and capital invested at or below such amount. Capital invested in excess of the minimum commitment amount may generally be withdrawn on a quarterly basis with advance notice, while capital invested at or below the minimum commitment amount is subject to extended notice periods and monthly withdrawal limitations that may require withdrawals to be effected over an extended period of time. Accordingly, a substantial portion of our assets invested in the TS Hamilton Fund may not be readily available to meet our liquidity needs, which could adversely affect our business, financial condition and results of operations.
The TS Hamilton Fund is not registered under the Investment Company Act of 1940, and therefore we do not benefit from the protections and requirements applicable to registered investment companies. In addition, the structural limitations of the TS Hamilton Fund, including its investment strategy and liquidity profile, limit our ability to reallocate capital, address adverse performance or market stress, or fund unexpected claim payments without forced sales of other assets, which could materially adversely affect our business, financial condition and results of operations.
69
Our investment results depend heavily on Two Sigma and we are therefore exposed to their key person, governance, operational and technology risks. These risks could materially adversely affect our business, financial condition and results of operations, and our contractual remedies are limited.
The TS Hamilton Fund performance depends on Two Sigma’s ability to select and manage appropriate investments by combining multiple systematic, non-systematic and discretionary investment strategies. In recent years there have been a variety of management and governance challenges at Two Sigma and the management committee of Two Sigma’s general partner has been unable to reach agreement on a number of topics including corporate governance and oversight matters, as well as the definition of roles, authorities, responsibilities and/or compensation for a range of C-level officers. These disagreements have affected Two Sigma’s ability to retain and attract employees (including very senior employees) and could continue to impact the ability of Two Sigma employees to fully implement key research, engineering, or corporate business initiatives. As such disagreements continue, Two Sigma’s ability to achieve the mandate of the TS Hamilton Fund could be impacted over time. In addition, regulatory investigations, litigation and other legal or regulatory matters involving Two Sigma or persons associated with it could divert management attention, adversely impact the stability of leadership teams, or affect employee morale and retention. If these developments persist or intensify, they could disrupt investment processes, alter strategic priorities, or otherwise negatively affect the TS Hamilton Fund’s performance. Regardless of management or governance developments, our ability to withdraw capital from the TS Hamilton Fund is subject to contractual limitations and governed by the withdrawal provisions set forth in the Investment Agreement and the related governing documents of the TS Hamilton Fund, including its Limited Liability Company Agreement, as may be amended from time to time.
The TS Hamilton Fund is exposed to operational risks from Two Sigma and its employees and service providers, including from potential non-compliance with policies and regulations, employee misconduct, negligence and fraud, each of which could result in material losses to the TS Hamilton Fund. In recent years, a number of investment managers and other financial institutions have suffered material losses due to, for example, the actions of traders executing unauthorized trades or other employee misconduct.
Two Sigma’s highly complex and automated processes rely on advanced technology and large datasets, creating risks of coding errors, data inaccuracies, cybersecurity breaches, systems failures and process changes that may lead to unpredictable outcomes. Operational failures or employee misconduct, including unauthorized trading, could result in material losses, regulatory scrutiny and reputational harm. Any adverse or widely publicized developments at Two Sigma, whether related to governance matters, regulatory investigations, reputational issues or technology failures, could materially adversely affect the TS Hamilton Fund’s performance and, by extension, our business, financial condition and results of operations.
Conflicts of interest and regulatory scrutiny may adversely affect trade allocation, execution and performance.
Two Sigma and its affiliates manage multiple client and proprietary accounts with overlapping strategies, creating actual or perceived conflicts in trade allocation and execution. Decisions made for other clients, including deleveraging or liquidation, may negatively impact positions held by the TS Hamilton Fund. Under the Investment Agreement, Two Sigma retains substantial discretion in the management and allocation of the TS Hamilton Fund’s assets, including the ability to deviate from stated allocation targets and minimum expectations under certain limited circumstances. The Investment Agreement also recognizes that Two Sigma’s obligations may be constrained by its fiduciary duties to other clients or by regulatory considerations, which could limit or delay investment opportunities or strategy execution for the TS Hamilton Fund. In addition, evolving regulation of alternative managers, derivatives, leverage and short selling may impose new restrictions, reporting obligations or emergency measures with little notice, which could impair liquidity and implementation of the TS Hamilton Fund’s investment strategy. Adverse developments involving Two Sigma’s regulatory status or potential conflicts with other client mandates could limit its ability to implement investment decisions or execute trades for the TS Hamilton Fund, which may negatively affect the TS Hamilton Fund’s performance and, in turn, our business, financial condition and results of operations.
70
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents share repurchases during the current quarter.
Shares purchased under publicly announced repurchase program
(1)
Other shares purchased
(2)
Total shares purchased
Maximum $ amount still available under repurchase program
($ in thousands, except per share information)
Shares
Average price per share
Shares
Average price per share
Shares
Average price per share
Available for repurchase:
$
178,497
January 1 - 31, 2026
72,816
$
26.24
77,888
$
27.90
150,704
$
27.10
$
176,587
February 1 - 28, 2026
31,409
$
31.56
207,850
$
30.55
239,259
$
30.68
$
175,596
March 1 - 31, 2026
570,248
$
29.47
153,805
$
31.59
724,053
$
29.92
$
158,792
Total
674,473
439,543
1,114,016
$
158,792
(1) On August 7, 2024, the Board of Directors authorized the repurchase of the Company's common shares in the aggregate amount of $150 million, which was subsequently increased by the Board of Directors on November 4, 2025 by an additional $150 million (collectively, the "Authorization"). Under the Authorization, the Company may repurchase shares through open market repurchases and/or privately negotiated transactions, including pursuant to Exchange Act Rule 10b5-1 repurchase plans.
The timing and amount of any future share repurchases will depend on market conditions, the Company’s business and strategic plans, financial condition, results of operations, liquidity, and other relevant factors. The Authorization will expire when the Company has repurchased the full value of shares authorized, unless terminated earlier by the Board of Directors. To the extent there is any repurchase activity under the Authorization, it is disclosed in Note 10,
Share Capital
. Repurchases under the Authorization totaled $19.7 million for the three months ended March 31, 2026.
(2) Other shares purchased, when applicable, generally represents common shares repurchased and cancelled in respect of withholding tax obligations on vested awards.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable
.
71
Item 6. Exhibits
Exhibit No.
Description
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
S
ection 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.
101
Interactive Data File for the period ended March 31, 2026. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.
72
Signatures
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 thereunto duly authorized.
Dated: May 6, 2026
HAMILTON INSURANCE GROUP, LTD.
(Registrant)
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)
73