Baker Alexander James 4

What Happened

• Baker Alexander James, CEO of Hamilton Global Specialty, was issued 26,370 shares on Feb 24, 2026 as the result of vested performance stock units (PSUs). The award was recorded at $0.00 acquisition cost (compensation grant).
• Of those shares, 12,394 were withheld/disposed to satisfy tax withholding obligations at $30.55 per share, totaling approximately $378,637. This withholding is reported as a disposition (code F).

Key Details

• Transaction date: February 24, 2026; Form 4 filed Feb 26, 2026 (timely within the usual 2-business-day window).
• Award: 26,370 shares granted (code A) at $0.00 acquisition price.
• Withholding/disposition: 12,394 shares withheld (code F) at $30.55, proceeds ≈ $378,637.
• Shares owned after transaction: not specified in the provided filing.
• Notable footnotes:
  • F1: PSUs vested based on HG’s annualized underwriting return on capital for the 3‑year period ending Dec 31, 2025; the return was 8.6%, producing a payout at 200% of target.
  • F2: Award includes restricted stock units.
  • F3: The 12,394-share disposition represents withholding to satisfy tax obligations arising from PSU vesting.
  • F4: The issuer used a closing price (noted as Feb 24, 2025 in the footnote) to determine the number of shares withheld for taxes.

Context

• These transactions are compensation-related: PSUs vested based on multi-year performance, and the company withheld shares to cover taxes. Withholding sales are routine administrative actions and do not necessarily signal an insider selling for investment reasons.
• The primary action is an award/acquisition (not a market purchase). The reported disposal was for tax withholding (cashless retention), not an open-market sale.