Aspen Insurance Holdings Ltd. SEC Filings

Apollo-affiliated investment entities filed an amended Schedule 13G reporting large beneficial ownership stakes in Aspen Insurance Holdings Limited (AHL) Class A ordinary shares. Apollo Advisors IX (EH), L.P., Apollo Advisors IX (EH-GP), LLC, Apollo Management Holdings, L.P. and Apollo Management Holdings GP, LLC each report beneficial ownership of 75,418,220 shares, or 82.1% of the class, based on 91,838,366 shares outstanding as of June 30, 2025. AP Highlands Co-Invest, L.P. and related entities report smaller but still significant positions of 28,610,563 shares (31.2%) and 46,807,657 shares (51.0%). All reporting persons have shared, and no sole, voting and dispositive power, and several explicitly disclaim beneficial ownership beyond shares held of record.

Aspen Insurance Holdings Limited furnished a Form 6-K announcing the availability of its press release and financial supplement for the three and nine months ended September 30, 2025, and provided consolidated financial statements and MD&A. Exhibit 99.3 is incorporated by reference into Aspen’s Form S-8 (File No. 333-287061) and Form F-3 (File No. 333-272650). Other materials are furnished, not filed, except as specifically referenced.

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.