Form 8-K

8-K — Hamilton Insurance Group, Ltd.

Accession: 0001593275-26-000065

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001593275

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — hg-20260506.htm (Primary)

EX-99.1 (peterwwilsonjoinshamilto.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 6, 2026

Date of Report (date of earliest event reported)

___________________________________

Hamilton Insurance Group, Ltd.

(Exact name of registrant as specified in its charter)

___________________________________

Bermuda

(State or other jurisdiction of

incorporation or organization)

001-41862

(Commission File Number)

98-1153847

(I.R.S. Employer Identification

Number)

Wellesley House North, 1st Floor

90 Pitts Bay Road

Pembroke, Bermuda HM 08

(Address of principal executive offices and zip code)

(441) 405-5200

(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

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 is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. 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. ☐

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

Election of Directors

On Tuesday May 5, 2026, Hamilton Insurance Group, Ltd. (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “2026 Annual Meeting”) at which all 11 Class B director nominees were elected to the Company's Board of Directors (the “Board”), including first time nominee Peter W. Wilson. Mr. Wilson was nominated by the Board and his election was approved by shareholders as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2026 (the “Proxy Statement”). Upon his election, the Board appointed Mr. Wilson to each of the Technology, Nominating and Governance and Underwriting and Risk Committees of the Board.

There is no arrangement or understanding between Mr. Wilson and any other person pursuant to which Mr. Wilson was elected as a director.

Information regarding the background and qualifications of Mr. Wilson were previously disclosed in the Company’s Proxy Statement and such information is incorporated herein by reference.

Mr. Wilson is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 5.07 - Submission of Matters to a Vote of Security Holders

As of March, 17, 2026, the record date for the 2026 Annual Meeting, there were 17,320,078 Class A common shares, and 66,721,755 Class B common shares, each par value $0.01 per share, issued and outstanding. The total number of issued and outstanding Class A and Class B common shares entitled to vote at the meeting was 84,041,833, of which 77,050,957 Class A and Class B common shares were present or represented by proxy at the 2026 Annual Meeting. Each share of Class A common shares was entitled to one vote, and each share of Class B common shares was entitled to one vote. Only Class B common shareholders were entitled to vote for Proposal One relating to election of the Class B Directors.

The final results of the votes regarding each of the proposals described in the Proxy Statement are as follows:

1.Proposal One. The election of eleven (11) Class B directors to serve until the next annual general meeting of shareholders or until his or her successor is elected and qualified, as set forth below:

Name Votes For Votes Against Abstentions Broker Non-Votes

David A. Brown 50,237,989 2,019,650 16,092 7,457,148

Giuseppina (Pina) Albo 52,037,504 220,071 16,156 7,457,148

John J. Gauthier 50,256,941 1,904,379 112,411 7,457,148

Karen Ann Green 51,847,590 313,794 112,347 7,457,148

Anu (Henna) Karna 50,202,568 1,950,416 120,747 7,457,148

Neil Patterson 50,169,980 1,991,341 112,410 7,457,148

Marvin Pestcoe 52,013,309 148,033 112,389 7,457,148

David Priebe 52,105,367 152,294 16,070 7,457,148

Everard Barclay Simmons 52,009,335 152,007 112,389 7,457,148

Therese Vaughn 50,328,576 1,826,409 118,746 7,457,148

Peter W. Wilson 52,144,658 16,685 112,388 7,457,148

2. Proposal Two. Approve, on a non-binding, advisory basis, the fiscal 2025 compensation paid to the Company’s named executive officers, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes

69,464,430 16,991 112,388 7,457,148

3. Proposal Three. The appointment of Ernst & Young Ltd. as the Company’s independent registered public accounting firm for 2026 and the authorization of the Board, acting through the Audit Committee, to set the fees for the independent registered public accounting firm, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes

76,765,599 258,242 27,116 —

Item 7.01 - Regulation FD Disclosure

The Company issued a press release on May 6, 2026, announcing the election of Mr. Peter W. Wilson as described in Item 5.02 above. A copy of the press release making this announcement is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.

Description

99.1

Press Release dated May 6, 2026, issued by the Company

101

Interactive Data File (formatted in Inline XBRL and includes the Cover Page Interactive Data File)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 6, 2026

HAMILTON INSURANCE GROUP, LTD.

By:

/s/ Gemma Carreiro

Gemma Carreiro

Group General Counsel

EX-99.1

Filename: peterwwilsonjoinshamilto.htm · Sequence: 2

peterwwilsonjoinshamilto

Peter W. Wilson Joins Hamilton Board of Directors PEMBROKE, BERMUDA, May 6, 2026 — Hamilton Insurance Group, Ltd. (NYSE: HG) (“Hamilton” or the “Company”) today announced that Peter W. Wilson was elected to the Company’s Board of Directors at its Annual General Meeting of Shareholders. “I am pleased to welcome Peter to the Hamilton Board,” said David A. Brown, Board Chair. “Peter brings extensive industry and leadership experience across global specialty insurance markets, with a strong track record of disciplined underwriting, operational leadership and Board governance. Peter’s perspectives and judgment will be invaluable as the Board continues to guide Hamilton’s long- term strategy.” “Peter is a highly respected industry leader whose international experience aligns exceptionally well with Hamilton’s focus on cycle management, sustainable profitability and strategic growth,” added Pina Albo, Group Chief Executive Officer. “I look forward to working closely with Peter as we continue to advance Hamilton’s strategic priorities.” Wilson is an accomplished insurance executive with more than three decades of leadership experience across global specialty, commercial and professional liability markets. Most recently, he served as Chief Executive Officer of AXIS Insurance. He previously held senior leadership roles at CNA Insurance Companies, including President and Chief Operating Officer of CNA Specialty, and began his career at AIG. He has served on multiple insurance and reinsurance boards, including AXIS Specialty, CNA Europe and QBE Insurance Group, where he served on the Audit and Risk Committees. He is a former President of the Professional Liability Underwriting Society (PLUS) and the PLUS Foundation. About Hamilton Insurance Group, Ltd. Hamilton is a Bermuda-headquartered specialty insurance and reinsurance company that underwrites risks on a global basis through its wholly owned subsidiaries. Its three underwriting platforms: Hamilton Global Specialty, Hamilton Select and Hamilton Re, each with dedicated and experienced leadership, provide access to diversified and profitable business around the world. For more about our company, visit www.hamiltongroup.com or find us on LinkedIn at Hamilton

Media contact Kelly Corday Ferris kelly.ferris@hamiltongroup.com Investor contact Darian Niforatos investor.relations@hamiltongroup.com

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