Aspen Insurance Holdings Ltd. SEC Filings

Aspen Insurance Holdings Limited entered into a merger agreement under which shareholders approved the transaction by written resolution on August 27, 2025. The filing describes customary closing conditions: receipt or expiration of antitrust waiting periods and multiple regulatory approvals from authorities including the Japan Financial Services Agency, Bermuda Monetary Authority, U.K. Prudential Regulatory Authority, U.K. Financial Conduct Authority, Lloyd's Council and Corporation, and certain U.S. state insurance departments. The agreement includes representations, warranties and covenants made for contract risk allocation and contains termination rights, including a Parent right to terminate if the shareholder resolution is not delivered within 12 hours of execution. Investors are warned not to rely on the contractual representations as factual statements.

Apollo-affiliated investors report ownership of 75,418,220 Class A Ordinary Shares of Aspen Insurance Holdings Limited, representing 82.1% of the 91,838,366 shares outstanding as of June 30, 2025. The Schedule 13G breaks that total into multiple Apollo entities: AP Highlands holds 28,610,563 shares (31.2%), Apollo Advisors IX (and related entities) report 46,807,657 shares (51.0%) and Apollo Investment Fund IX reports 20,209,587 shares (22.0%). All reporting persons disclose no sole voting or dispositive power and instead report shared voting and dispositive power over their reported shares. The filing shows concentrated ownership by a coordinated group of funds and management entities, with signatures dated August 18, 2025.