8-K - Hamilton Insurance Group, Ltd. | StockGist

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Hamilton Insurance Group entered a new Investment Agreement with Two Sigma entities governing a $1.8 billion fund commitment, replacing the prior 2023 agreement with a new two-tier withdrawal structure.

Key Takeaways

1Hamilton Re agreed to maintain a Minimum Commitment Amount of the lesser of $1.8 billion or 60% of the Group's net tangible assets.

2The new agreement replaces and supersedes the Prior Commitment Agreement dated July 1, 2023, as amended, effective April 1, 2026.

3A two-tier withdrawal structure was established: Sub-Series A (excess capital) allows quarterly withdrawals with 55 days' notice.

4Sub-Series B (capital at or below minimum) permits monthly withdrawals subject to a six-month notice requirement and monthly limits.

5The Fund targets a Default Allocation of approximately 70% to equity strategies and 30% to macro strategies.

6The Prior Commitment Agreement was terminated effective April 1, 2026, in connection with entering the new Investment Agreement.

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

replaces and supersedes the Prior Commitment Agreement Item 9.01 - Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibi

Material Agreement

Source Document

1.02

Termination of a Material Definitive Agreement Pursuant to and in connection with entering into the Investment Agreement, the Group, Hamilton Re and the other p

Material Agreement

Source Document

Transaction Details

Material Agreement

Agreement: Investment Agreement
Parties: Hamilton Insurance Group, Ltd., Hamilton Re, Ltd., Two Sigma Hamilton Fund, LLC, Two Sigma Principals, LLC, Two Sigma Investments, LP

•Effective Date: April 1, 2026
•Minimum Commitment Amount: Lesser of $1.8 billion or 60% of HG's net tangible assets
•Sub-Series A Interests: Capital in excess of Minimum Commitment Amount; withdrawable quarterly with 55 days' notice
•Sub-Series B Interests: Capital at or below Minimum Commitment Amount; withdrawable monthly with 6 months' notice, max 1/12th per month
•Default Allocation: Approximately 70% equity strategies, 30% macro strategies
•Distribution of Withdrawal Proceeds: At least 95% of Withdrawal Price within 25 calendar days
•Termination of Prior Commitment Agreement (dated July 1, 2023, amended Jan 1, 2025) effective April 1, 2026

Exhibits (2)

10.1

EX-10.1

8-K