v3.26.1
Share Capital
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Share Capital 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:June 30,
2026		December 31,
2025
Class A common shares (2026 and 2025: 17,320,078)
$173 $173 
Class B common shares (2026: 65,890,659 and 2025: 66,305,707)
659 663 
Class C common shares (2026 and 2025: 15,403,649)
154 154 
Total$986 $990 

The following is a summary of the activity related to common shares authorized:

Class AClass BClass CUnclassifiedTotal
Balance - March 31, 202626,444,807 84,677,932 15,403,649 23,473,612 150,000,000 
Balance - June 30, 202626,444,807 84,677,932 15,403,649 23,473,612 150,000,000 

Class AClass BClass CUnclassifiedTotal
Balance - March 31, 202526,944,807 81,705,911 17,875,670 23,473,612 150,000,000 
Share class conversions— 1,872,021 (1,872,021)— — 
Balance - June 30, 202526,944,807 83,577,932 16,003,649 23,473,612 150,000,000 
Class AClass BClass CUnclassifiedTotal
Balance - December 31, 202526,444,807 84,677,932 15,403,649 23,473,612 150,000,000 
Balance - June 30, 202626,444,807 84,677,932 15,403,649 23,473,612 150,000,000 

Class AClass BClass CUnclassifiedTotal
Balance - December 31, 202426,944,807 80,205,911 19,375,670 23,473,612 150,000,000 
Share class conversions— 3,372,021 (3,372,021)— — 
Balance - June 30, 202526,944,807 83,577,932 16,003,649 23,473,612 150,000,000 
The following is a summary of the activity related to common shares issued and outstanding:

Class AClass BClass CTotal
Balance - March 31, 202617,320,078 66,549,525 15,403,649 99,273,252 
Vesting of awards— 64,822 — 64,822 
Share repurchases— (723,688)— (723,688)
Balance - June 30, 202617,320,078 65,890,659 15,403,649 98,614,386 

Class AClass BClass CTotal
Balance - March 31, 202517,820,078 66,015,693 17,875,670 101,711,441 
Share class conversions— 1,872,021 (1,872,021)— 
Vesting of awards— 82,363 — 82,363 
Share repurchases— (1,652,945)— (1,652,945)
Balance - June 30, 202517,820,078 66,317,132 16,003,649 100,140,859 
Class AClass BClass CTotal
Balance - December 31, 202517,320,078 66,305,707 15,403,649 99,029,434 
Vesting of awards— 1,422,656 — 1,422,656 
Share repurchases— (1,837,704)— (1,837,704)
Balance - June 30, 202617,320,078 65,890,659 15,403,649 98,614,386 

Class AClass BClass CTotal
Balance - December 31, 202417,820,078 64,271,249 19,375,670 101,466,997 
Share class conversions— 3,372,021 (3,372,021)— 
Vesting of awards— 1,170,471 — 1,170,471 
Share repurchases— (2,496,609)— (2,496,609)
Balance - June 30, 202517,820,078 66,317,132 16,003,649 100,140,859 
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 June 30, 2026, $136.7 million remained available for repurchase under the Authorization.

Three Months EndedSix Months Ended
June 30,June 30,
($ in thousands, except per share amounts)2026202520262025
Class B shares repurchased720,310 1,652,945 1,394,783 2,148,432 
Aggregate repurchase price$22,096 $35,041 $41,802 $45,316 
Average price per share$30.68 $21.20 $29.97 $21.09 

Dividends

On February 18, 2026, the Board of Directors declared a special dividend of $2.00 per share, or $205.7 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 the 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 the 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 June 30, 2026 and 2025, Nil and 1.9 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.

During the six months ended June 30, 2026 and 2025, Nil and 3.4 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.