| Item 1. | |
| (a) | Name of issuer:
Fidelis Insurance Holdings Ltd |
| (b) | Address of issuer's principal executive offices:
Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM08 |
| Item 2. | |
| (a) | Name of person filing:
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. |
| (b) | Address or principal business office or, if none, residence:
The principal business office for each of the Reporting Persons is 346 Pine Brook Road, Bedford, NY 10506. |
| (c) | Citizenship:
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. |
| (d) | Title of class of securities:
Common Shares, par value $0.01 per share |
| (e) | CUSIP No.:
G3398L118 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
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. |
| (b) | Percent of class:
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). |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
7,209,921
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| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
7,209,921
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)