0000905148-26-001840.txt : 20260424 0000905148-26-001840.hdr.sgml : 20260424 20260424161407 ACCESSION NUMBER: 0000905148-26-001840 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260424 DATE AS OF CHANGE: 20260424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fidelis Insurance Holdings Ltd CENTRAL INDEX KEY: 0001636639 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] ORGANIZATION NAME: 02 Finance EIN: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94330 FILM NUMBER: 26894100 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON PROVINCE COUNTRY: D0 BUSINESS PHONE: (441) 295 5950 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON PROVINCE COUNTRY: D0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pine Brook Road Advisors, L.P. CENTRAL INDEX KEY: 0001630691 ORGANIZATION NAME: EIN: 261561166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 346 PINE BROOK ROAD CITY: BEDFORD STATE: NY ZIP: 10506 BUSINESS PHONE: 212-847-4373 MAIL ADDRESS: STREET 1: 346 PINE BROOK ROAD CITY: BEDFORD STATE: NY ZIP: 10506 FORMER COMPANY: FORMER CONFORMED NAME: Pine Brook Road Advisors, LP DATE OF NAME CHANGE: 20150113 SCHEDULE 13G/A 1 primary_doc.xml X0202 SCHEDULE 13G/A 0001630691 XXXXXXXX LIVE 2 Common Shares, par value $0.01 per share 03/31/2026 0001636639 Fidelis Insurance Holdings Ltd G3398L118 Wellesley House South 90 Pitts Bay Road Pembroke D0 HM08 Rule 13d-1(d) Pine Brook Road Advisors, L.P. DE 0 7209921 0 7209921 7209921 N 8.4 PN Pine Brook Feal Intermediate, L.P. E9 0 7209921 0 7209921 7209921 N 8.4 PN PBRA (Cayman) Company E9 0 7209921 0 7209921 7209921 N 8.4 OO HC PBRA, LLC DE 0 7209921 0 7209921 7209921 N 8.4 OO HC Howard H. Newman X1 0 7209921 0 7209921 7209921 N 8.4 IN HC Fidelis Insurance Holdings Ltd Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM08 This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": i) Pine Brook Road Advisors, L.P. ("Advisors"); ii) Pine Brook Feal Intermediate, L.P. ("PBFI"); iii) PBRA (Cayman) Company ("PBRA Cayman"); iv) PBRA, LLC; and v) Howard H. Newman ("Mr. Newman"). * The Reporting Persons have entered into a Joint Filing Agreement, dated April 24, 2026, a copy of which is attached as Exhibit 1 to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. The principal business office for each of the Reporting Persons is 346 Pine Brook Road, Bedford, NY 10506. i) Advisors is a Delaware limited partnership; ii) PBFI is a Cayman Islands exempted limited partnership; iii) PBRA Cayman is a Cayman Islands exempted company; iv) PBRA, LLC is a Delaware limited liability company; and v) Mr. Newman is a citizen of the United States of America. Y As of March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of 7,209,921 Common Shares held for the account of PBFI. PBRA Cayman serves as general partner to PBFI. Advisors is a U.S. Securities and Exchange Commission Exempt Reporting Adviser that provides investment advisory services to PBFI. PBRA, LLC serves as general partner of Advisors. Mr. Newman is the managing member of PBRA, LLC. In such capacities, PBRA Cayman, Advisors, PBRA, LLC and Mr. Newman may be deemed to beneficially own the Common Shares held for the account of PBFI. As of March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of approximately 8.4% of the Common Shares outstanding. (The beneficial ownership percentage calculation is based on 86,318,571 Common Shares outstanding as of March 6, 2026, as reported by the Issuer in Exhibit 99.1 to its Form 6-K filed with the Securities and Exchange Commission on March 16, 2026). 0 7,209,921 0 7,209,921 Y Y Y Y Y Y Exhibit 1: Joint Filing Agreement, dated April 24, 2026 Pine Brook Road Advisors, L.P. /s/ Elan Stukov Elan Stukov, Vice President and Chief Financial Officer 04/24/2026 Pine Brook Feal Intermediate, L.P. /s/ Elan Stukov Elan Stukov, Director 04/24/2026 PBRA (Cayman) Company /s/ Elan Stukov Elan Stukov, Director 04/24/2026 PBRA, LLC /s/ Elan Stukov Elan Stukov, Vice President and Chief Financial Officer 04/24/2026 Howard H. Newman /s/ Howard H. Newman Howard H. Newman 04/24/2026 EX-1 2 jointfilingagreement.htm JOINT FILING AGREEMENT
Exhibit 1
 
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: April 24, 2026
  
   
 
PINE BROOK ROAD ADVISORS, L.P.
 
By:
PBRA, LLC, its general partner
     
 
By:
/s/ Elan Stukov
   
Elan Stukov, Vice President and Chief Financial Officer
     
 
PINE BROOK FEAL INTERMEDIATE, L.P.
 
By: PBRA (Cayman) Company, as its general partner
     
 
By:
/s/ Elan Stukov
   
Elan Stukov, Director
   
 
PBRA (CAYMAN) COMPANY
   
 
 
By:
/s/ Elan Stukov
 
 
Elan Stukov, Director
   
 
PBRA, LLC
     
 
By:
/s/ Elan Stukov
 
 
Elan Stukov, Vice President and Chief Financial Officer
   
 
HOWARD H. NEWMAN
     
 
By:
/s/ Howard H. Newman
   
Howard H. Newman