Sec Form 4/A Filing - Krishnamoorthy Venkatanarayanan @ Hamilton Insurance Group, Ltd. - 2025-02-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Krishnamoorthy Venkatanarayanan
2. Issuer Name and Ticker or Trading Symbol
Hamilton Insurance Group, Ltd. [ HG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Group CTO and Group CDO
(Last) (First) (Middle)
C/O HAMILTON INSURANCE GROUP, LTD., WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2025
(Street)
PEMBROKE, D0HM08
4. If Amendment, Date Original Filed (MM/DD/YY)
02/26/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Shares 02/26/2025 A 7,320 A $ 0 76,973 ( 1 ) D
Class B Common Shares 02/26/2025 A 10,668 ( 2 ) A $ 0 87,641 D
Class B Common Shares 02/26/2025 F 2,194 ( 3 ) D $ 18.41 ( 4 ) 85,447 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Krishnamoorthy Venkatanarayanan
C/O HAMILTON INSURANCE GROUP, LTD.
WELLESLEY HOUSE NORTH, 90 PITTS BAY ROAD
PEMBROKE, D0HM08
Group CTO and Group CDO
Signatures
s/ Gemma Carreiro, Attorney-in-Fact 03/04/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transaction involved the reporting person's receipt of a grant of 7,320 restricted stock units ("RSUs") under the Hamilton Insurance Group, Ltd. ("HG") Equity Incentive Plan which vest one third per year on March 1, 2026, 2027 and 2028 respectively. Each RSU represents a contingent right to receive one share of HG Class B Common Shares upon vesting. On February 28, 2025, the reporting person filed a Form 4 which incorrectly stated the number of RSUs and common shares owned. This amendment on Form 4/A is being filed to correct the total number of shares reported in Column 5. The corrected total reported in Column 5 includes the 7,320 newly awarded and unvested RSUs, 37,501 unvested RSUs previously reported in Table I and Table II and 32,152 Common Shares.
( 2 )Represents shares acquired upon the certification by HG for the satisfaction of performance criteria underlying an award of performance stock units ("PSUs") previously granted to the reporting person under the terms of the HG Equity Incentive Plan. The reporting person's PSUs are earned based on the HG annualized underwriting return on capital for the 3-year performance period ending on December 31, 2024. HG confirmed the annualized underwriting return on capital for the 3-year performance period ending on December 31, 2024, was 6.1%, resulting in a performance payout at 146.4% of target.
( 3 )Represents shares withheld to satisfy tax obligations arising out of the vesting of the Reporting Person's PSUs.
( 4 )Represents the value of the shares used to determine the number of shares to be retained by the issuer to satisfy the tax withholding obligations.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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