UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-31909
ASPEN INSURANCE HOLDINGS LIMITED
(Translation of registrant’s name into English)
Waterloo House
100 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ý Form 40-F ¨
On September 9, 2026, Aspen Insurance Holdings Limited (the “Company” or “Aspen”) reported certain unaudited financial highlights in connection with the performance of the Company for the six months ended June 30, 2026.
On a Form 6-K filed on August 18, 2026, the Company reported unaudited pro forma condensed consolidated financial statements as of December 31, 2025 reflecting the internal integration transactions completed on August 14, 2026.
The unaudited financial highlights, attached as Exhibit 99.1, and the unaudited pro forma condensed consolidated financial statements reflecting the internal integration transactions referenced above and attached as Exhibit 99.2, are furnished as part of this Form 6-K.
The information included in this Form 6-K, including the information set forth in Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
EXHIBIT INDEX
Exhibit
99.1 Unaudited financial highlights for the six months ended June 30, 2026
99.2 Unaudited pro forma condensed consolidated financial statements as of and for the six months ended June 30, 2026
99.3 Report on Form 6-K filed with the SEC on August 18, 2026, and incorporated herein by reference
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | | ASPEN INSURANCE HOLDINGS LIMITED
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| Dated: September 9, 2026 | | | | By: | | /s/ Carrie Rosorea |
| | | | Name: | | Carrie Rosorea |
| | | | Title: | | Chief Financial Officer |
On September 9, 2026, Aspen Insurance Holdings Limited (“Aspen,” the “Company,” “our,” “we” or “us”) reported certain unaudited financial highlights * in connection with the performance of the Company for the six months ended June 30, 2026.
*The financial information as at and/or for the six months ended June 30, 2026 and 2025 presented herein (i) is based on a number of assumptions that are subject to inherent uncertainties and subject to change, and such variations could be material, (ii) is based on internal management accounts, and (iii) has not been audited, reviewed or verified by our independent registered public accounting firm and such financial information is therefore subject to adjustment. Such financial information may also be revised as a result of management’s further review of such information and any adjustments that may result from the completion of the audit of our consolidated financial statements for the 2026 fiscal year. As such, you should not place undue reliance on the financial information presented herein. Additionally, the financial information presented herein may not be indicative of any future period.
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Financial Highlights | | | | Six Months Ended June 30, |
| | | | | | 2026 | | 2025 |
| | | | Unaudited Results * |
| | | | | | ($ in millions, except for percentages) |
| Gross written premiums | | | | | | $ | 2,423.6 | | | $ | 2,526.1 | |
| Net written premiums | | | | | | $ | 1,465.8 | | | $ | 1,467.2 | |
| Net earned premiums | | | | | | $ | 1,407.3 | | | $ | 1,377.6 | |
Net (loss)/income after income tax (1) | | | | | | $ | (53.8) | | | $ | 83.3 | |
| Net (loss)/income available to ordinary shareholders | | | | | | $ | (75.7) | | | $ | 55.4 | |
Operating income (2) | | | | | | $ | 114.7 | | | $ | 161.3 | |
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| Net investment income | | | | | | $ | 161.7 | | | $ | 156.4 | |
Underwriting income (2) | | | | | | $ | 45.6 | | | $ | 127.6 | |
Adjusted underwriting income (2) | | | | | | $ | 59.0 | | | $ | 142.1 | |
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| Current accident year loss ratio, excluding catastrophe losses | | | | | | 55.7 | % | | 52.6 | % |
| Catastrophe loss ratio | | | | | | 6.0 | % | | 8.3 | % |
| Prior year reserve development ratio, post LPT years | | | | | | (0.1) | % | | (1.4) | % |
| Impact of loss portfolio transfer agreement (“LPT”) | | | | | | 0.9 | % | | 1.1 | % |
| Loss ratio | | | | | | 62.5 | % | | 60.6 | % |
| Expense ratio | | | | | | 34.2 | % | | 30.2 | % |
| Combined ratio | | | | | | 96.7 | % | | 90.8 | % |
Adjusted combined ratio (2) | | | | | | 95.8 | % | | 89.7 | % |
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(1) On February 24, 2026, the Company was acquired by a wholly-owned indirect subsidiary of Sompo International Holdings Ltd. (“Sompo International”). Following the acquisition, and as a result of changes in the Company's investment strategy, the Company has reclassified its available for sale (“AFS”) investment portfolio to trading. In accordance with U.S. GAAP, at the date of reclassification, the cumulative unrealized gains of $27.0 million previously recorded in accumulated other comprehensive income were reclassified into the income statement. After reclassification, all changes in the fair value of these securities will be recognized in net income.
(2) Operating income, underwriting income, adjusted underwriting income and adjusted combined ratio are non-GAAP financial measures as defined under the rules and regulations of the Securities and Exchange Commission (“SEC”). Refer to “Non-GAAP Financial Measures” below for further details.
Summary Condensed Consolidated Balance Sheet (unaudited)
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| (in US$ millions) | | As at June 30, 2026 | | As at December 31, 2025 |
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| ASSETS | | | |
| | | | |
| Investments | | $ | 6,780.3 | | | $ | 6,568.6 | |
| Cash and cash equivalents | | 1,135.8 | | | 1,658.8 | |
Unpaid losses recoverable from reinsurers (1) | | 4,404.6 | | | 4,281.9 | |
| Ceded unearned premiums | | 1,070.0 | | | 968.6 | |
| Underwriting premiums receivable | | 1,881.1 | | | 1,700.8 | |
| Deferred acquisition costs | | 386.1 | | | 357.2 | |
| Derivative assets | | 25.2 | | | 5.0 | |
| Deferred tax assets | | 335.2 | | | 342.5 | |
| Other assets | | 420.3 | | | 406.3 | |
| Intangible assets and goodwill | | 18.8 | | | 19.9 | |
| Total assets | | $ | 16,457.4 | | | $ | 16,309.6 | |
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| LIABILITIES | | | | |
| | | | |
| Insurance reserves | | | | |
| Reserves for losses and loss adjustment expenses | | $ | 9,058.7 | | | $ | 8,725.0 | |
| Unearned premiums | | 2,885.6 | | | 2,725.8 | |
| Total insurance reserves | | 11,944.3 | | | 11,450.8 | |
| Payables | | | | |
| Reinsurance premiums | | 607.3 | | | 520.3 | |
| Other payables | | 361.5 | | | 404.5 | |
| Derivative liabilities | | 11.4 | | | 12.1 | |
| Intercompany with Sompo | | 1.0 | | | — | |
| Total payables | | 981.2 | | | 936.9 | |
| Long-term debt | | 297.0 | | | 296.8 | |
| Total liabilities | | $ | 13,222.5 | | | $ | 12,684.5 | |
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| SHAREHOLDERS’ EQUITY | | | | |
| Ordinary shares | | $ | 0.1 | | | $ | 0.1 | |
Preference shares (2) | | 699.9 | | | 699.9 | |
| Additional paid-in capital | | 792.3 | | | 803.4 | |
Retained earnings (3) | | 1,894.3 | | | 2,320.0 | |
| Accumulated other comprehensive loss, net of taxes | | (151.7) | | | (198.3) | |
| Total shareholders’ equity | | 3,234.9 | | | 3,625.1 | |
| Total liabilities and shareholders’ equity | 16,165.8 | | $ | 16,457.4 | | | $ | 16,309.6 | |
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| Total shareholders’ equity available to ordinary shareholders, excluding preference shares and accumulated other comprehensive loss | | $ | 2,686.7 | | | $ | 3,123.5 | |
(1) Unpaid losses recoverable from reinsurers includes ceded reserves on the LPT of $0.9 billion for Q2 2026 and $1.0 billion for Q4 2025.
(2) Includes preference shares with a total value as measured by their liquidation preferences of $725.0 million less issue expenses of $25.1 million.
(3) During 2026, the Board of Directors declared dividends totaling $350.0 million on the Company's Ordinary Shares, comprising a dividend of $300.0 million declared on March 4, 2026 and paid on March 11, 2026, and an additional dividend of $50.0 million declared on May 11, 2026 and paid on May 29, 2026.
Consolidated Statement of Income (unaudited)
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| (in US$ millions except for percentages) | | | | Six Months Ended June 30, |
| | | | | | 2026 | | 2025 |
| UNDERWRITING REVENUES | | | |
| Gross written premiums | | | | | | $ | 2,423.6 | | | $ | 2,526.1 | |
| Premiums ceded | | | | | | (957.8) | | | (1,058.9) | |
| Net written premiums | | | | | | 1,465.8 | | | 1,467.2 | |
| Change in unearned premiums | | | | | | (58.5) | | | (89.6) | |
| Net earned premiums | | | | | | 1,407.3 | | | 1,377.6 | |
| UNDERWRITING EXPENSES | | | | | | | | |
| Losses and loss adjustment expenses | | | | | | (880.2) | | | (834.4) | |
| Acquisition costs | | | | | | (252.5) | | | (185.7) | |
| General and administrative expenses | | | | | | (229.0) | | | (229.9) | |
| Total underwriting expenses | | | | | | (1,361.7) | | | (1,250.0) | |
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| Underwriting income | | | | | | 45.6 | | | 127.6 | |
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| Net investment income | | | | | | 161.7 | | | 156.4 | |
Interest expense (1) | | | | | | (9.1) | | | (18.0) | |
| Corporate and other expenses | | | | | | (41.0) | | | (50.8) | |
Non-operating expenses (2) | | | | | | (98.4) | | | (55.6) | |
Net realized and unrealized foreign exchange (losses) (3) | | | | | | (67.0) | | | (44.8) | |
| Net realized and unrealized investment (losses) | | | | | | (62.5) | | | (9.6) | |
(Loss)/income before income tax | | | | | | (70.7) | | | 105.2 | |
| Income tax benefit/(expense) | | | | | | 16.9 | | | (21.9) | |
Net (loss)/income after income tax attributable to Aspen Insurance Holdings Limited (4) | | | | | | (53.8) | | | 83.3 | |
| Dividends paid on preference shares | | | | | | (21.9) | | | (23.5) | |
| Preference share redemption costs | | | | | | — | | | (4.4) | |
| (Loss)/income available to Aspen Insurance Holdings Limited's ordinary shareholders | | | | | | $ | (75.7) | | | $ | 55.4 | |
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| Loss ratio | | | | | | 62.5 | % | | 60.6 | % |
| Acquisition cost ratio | | | | | | 17.9 | % | | 13.5 | % |
| General and administrative expense ratio | | | | | | 16.3 | % | | 16.7 | % |
| Expense ratio | | | | | | 34.2 | % | | 30.2 | % |
| Combined ratio | | | | | | 96.7 | % | | 90.8 | % |
Adjusted combined ratio (5) | | | | | | 95.8 | % | | 89.7 | % |
| See pages 6-8 for a reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures. |
(1) Interest expense includes interest on deferred premium payments for the LPT contract (Fund withheld settled in Q3 2025).
(2) Non-operating expenses for the six months ended June 30, 2026 includes expenses in relation to the Sompo International transaction, certain consulting fees, non-recurring transformation activities, and other non-recurring costs.
(3) Includes the net realized and unrealized (losses)/gains from foreign exchange contracts.
(4) On February 24, 2026, the Company was acquired by a wholly-owned indirect subsidiary of Sompo International. Following the acquisition, and as a result of changes in the Company's investment strategy, the Company has reclassified its available for sale (“AFS”) investment portfolio to trading. In accordance with U.S. GAAP, at the date of reclassification, the cumulative unrealized gains of $27.0 million previously recorded in accumulated other comprehensive income were reclassified into the income statement. After reclassification, all changes in the fair value of these securities will be recognized in net income.
(5) Adjusted combined ratio includes an adjustment for the change in deferred gain on retroactive reinsurance contracts in order to match the loss recoveries under the LPT contract. Adjusted combined ratio represents the performance of our business for accident years 2020 onwards, which we believe is useful to management and investors because it reflects the underlying underwriting performance of the ongoing portfolio.
Subsequent Event
As reported in a Form 6-K filed by the Company on August 18, 2026 (the “August 18 6-K”), as part of the continued integration of the Aspen Group into the Sompo International Group, on August 14, 2026, the Company completed a series of transactions to simplify its corporate structure and harmonize its operations with those of the Sompo International Group. Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the August 18 6-K.
Unaudited pro forma condensed consolidated financial statements as of and for the six months ended June 30, 2026 have been filed as Exhibit 99.2 to this Form 6-K. The unaudited pro forma condensed consolidated financial statements reconcile the Company’s historical financial position and results of operations to give effect of the aforementioned transfer of AUSH, and its wholly owned subsidiaries (including Aspen American Insurance Company, Aspen Specialty Insurance Company and ABL), to EUSH.
Cautionary Statement Regarding Forward-Looking Statements
This communication or any other written or oral statements made by or on behalf of the Company may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are made pursuant to the “safe harbor” provisions of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts. In particular, statements using the words such as “expect,” “intend,” “plan,” “believe,” “aim,” “project,” “anticipate,” “seek,” “will,” “likely,” “assume,” “estimate,” “may,” “continue,” “guidance,” “objective,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “predict,” “potential,” “on track” or their negatives or variations and similar terminology and words of similar import generally involve forward-looking statements.
All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events and that are subject to a number of uncertainties, assumptions and other factors, many of which are outside Aspen’s control that could cause actual results to differ materially from such forward-looking statements. Accordingly, there are important factors that could cause our actual results to differ materially from those anticipated in the forward-looking statements, including uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect us in the future; and also including, but not limited to, our exposure to weather-related natural disasters and other catastrophes, the direct and indirect impact of global climate change, our relationship with, and reliance upon, a limited number of brokers for both our insurance and reinsurance business, the impact of inflation, our exposure to credit, currency, interest and others risks within our investment portfolio, the cyclical nature of the insurance and reinsurance industry and many other factors. For a detailed description of these uncertainties and other factors that could impact the forward-looking statements in this communication and other communications issued by or on behalf of Aspen, please see the “Risk Factors” section in Aspen’s Annual Report on Form 20-F for the twelve months ended December 31, 2025, as filed with the SEC, which should be deemed incorporated herein.
The inclusion of forward-looking statements in this communication or any other communication should not be considered as a representation by Aspen that current plans or expectations will be achieved. Aspen undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Non-GAAP Financial Measures
In presenting Aspen’s results, management has included and discussed certain measurements that are considered “non-GAAP financial measures” under SEC rules and regulations. Management believes that these non-GAAP financial measures, which may be defined differently by other companies, help explain and enhance the understanding of Aspen’s results of operations and aligns with how management view internal financial performance. However, these measures should not be viewed as a substitute for those determined in accordance with GAAP.
Operating income is a non-GAAP financial measure. Operating income is an internal performance measure used by Aspen in the management of its operations and represents after-tax operating results. Operating income includes an adjustment for the change in deferred gain on retroactive reinsurance contracts in order to economically match the loss recoveries under the LPT contract with the underlying loss development of the assumed net loss reserves for the subject business of 2019 and prior accident years. Operating income also excludes certain costs related to the LPT contract with a subsidiary of Enstar Group Limited, net foreign exchange gains or losses, including net realized and unrealized gains and losses from foreign exchange contracts, net realized and unrealized gains or losses on investments, non-operating expenses and income, and preference share redemption costs. Non-operating expenses include expenses incurred in connection with non-recurring projects, such as consulting fees and other non-recurring transformation program costs, and are included within general, administrative and corporate expenses in the consolidated statement of operations. The non-operating income tax (benefit)/expense is calculated on the above items by applying the Company’s effective current tax rate for each of the Company’s material tax jurisdictions to the relevant income/expense for those same jurisdictions. The non-operating income tax (benefit)/expense is included within income tax benefit/(expense) in the consolidated statement of operations.
Aspen excludes these items above from its calculation of operating income because management believes they are not reflective of underlying performance or the amount of these gains or losses is heavily influenced by, and fluctuates according to, prevailing investment market and interest rate movements. Aspen believes these amounts are either largely independent of its business and underwriting process, not aligned with the economics of transactions undertaken, or including them would distort the analysis of trends in its operations. In addition to presenting net income determined in accordance with GAAP, Aspen believes that showing operating income enables users of its financial information to analyze Aspen's results of operations in a manner consistent with how management analyzes Aspen's underlying business performance. Operating income should not be viewed as a substitute for GAAP net income.
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| Operating Income Reconciliation | | | Six Months Ended |
| (in US$ millions) | | | | | June 30, 2026* | | June 30, 2025* |
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| (Loss)/income available to Aspen Insurance Holdings Limited's ordinary shareholders | | | | | $ | (75.7) | | | $ | 55.4 | |
| Add/(deduct) items before tax | | | | | | | |
| Net foreign exchange losses | | | | | 67.0 | | | 44.8 | |
| Net realized and unrealized investment losses | | | | | 62.5 | | | 9.6 | |
| Non-operating expenses | | | | | 98.4 | | | 55.6 | |
| Impact of the LPT | | | | | 13.4 | | | 14.6 | |
| Variable interest on the LPT funds withheld | | | | | | — | | | 5.4 | |
| Non-operating income tax (benefit) | | | | | (50.9) | | | (28.5) | |
| Preference share redemption costs | | | | | — | | | 4.4 | |
| Operating income | | | | | $ | 114.7 | | | $ | 161.3 | |
Underwriting result or income/loss is a non-GAAP financial measure. Income or loss for each of the business segments is measured by underwriting income or loss. Underwriting income or loss is the excess of net earned premiums over the underwriting expenses. Underwriting expenses are the sum of losses and loss adjustment expenses, acquisition costs and general and administrative expenses. Underwriting income or loss provides a basis for management to evaluate the segment’s underwriting performance.
Adjusted underwriting income or loss is a non-GAAP financial measure. It is the underwriting income or loss adjusted for the change in deferred gain on retroactive reinsurance contracts in order to economically match the loss recoveries under the LPT with the underlying loss development of the assumed net loss reserves for the subject business of 2019 and prior accident years. Adjusted underwriting income or loss represents the performance of our business for accident years 2020 onwards, which management believes reflects the underlying underwriting performance of the ongoing portfolio.
Adjusted combined ratio is a non-GAAP financial measure. It is the sum of the adjusted loss ratio and the expense ratio. The adjusted loss ratio is calculated by dividing the adjusted losses and loss adjustment expenses by net earned premiums. The expense ratio is calculated by dividing the sum of acquisition costs and general and administrative expenses, by net earned premium.
Adjusted losses and loss adjustment expenses is a non-GAAP financial measure. It is the sum of current accident year losses, catastrophe losses and prior year reserve strengthening/(releases) post-LPT years. Adjusted losses and loss adjustment expenses excludes the change in the deferred gain on retroactive reinsurance contracts and represents the performance of our business for accident years 2020 onwards, which management believes reflects the underlying underwriting performance of the ongoing business.
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| Underwriting Income, Adjusted Underwriting Income and Adjusted Combined Ratio | | | | Six Months Ended |
| (in US$ millions except where stated) | | | | | | June 30, 2026* | | June 30, 2025* |
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| Net earned premium | | | | | | $ | 1,407.3 | | | $ | 1,377.6 | |
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| Current accident year net losses and loss expenses | | | | | | (784.4) | | | (724.1) | |
| Catastrophe losses | | | | | | (84.9) | | | (115.0) | |
| Prior year reserve development, post LPT years | | | | | | 2.5 | | | 19.2 | |
Adjusted losses and loss adjustment expenses (1) | | | | | | (866.8) | | | (819.9) | |
Impact of the LPT (2) | | | | | | (13.4) | | | (14.5) | |
| Losses and loss adjustment expenses | | | | | | (880.2) | | | (834.4) | |
| Acquisition costs | | | | | | (252.5) | | | (185.7) | |
| General and administrative expenses | | | | | | (229.0) | | | (229.9) | |
| Underwriting expenses | | | | | | $ | (1,361.7) | | | $ | (1,250.0) | |
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| Underwriting income | | | | | | $ | 45.6 | | | $ | 127.6 | |
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| Combined ratio | | | | | | 96.7 | % | | 90.8 | % |
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| Adjusted underwriting income | | | | | | $ | 59.0 | | | $ | 142.1 | |
| Adjusted combined ratio | | | | | | 95.8 | % | | 89.7 | % |
| Adjusted loss ratio | | | | | | 61.6 | % | | 59.5 | % |
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(1) Adjusted losses and loss adjustment expenses is a non-GAAP financial measure as defined under the rules and regulations of the SEC. Refer to the discussion above in this section for further details.
(2) Impact of the LPT includes the impact of prior year development on 2019 and prior accident years, net of the change in the deferred gain recognized in relation to retroactive reinsurance contracts as per accounting requirements for retroactive reinsurance under U.S. GAAP.
Unaudited Pro Forma Condensed Consolidated Financial Statements
This unaudited pro forma condensed consolidated financial statements references the Report on Form 6-K submitted to the Securities and Exchange Commission on August 18, 2026, whereby Aspen Insurance Holdings Limited (the “Company”) completed a series of transactions between entities under common control to simplify its corporate structure and facilitate the integration of its operations with those of the broader Sompo international organization. From the Company’s perspective, certain wholly-owned US and Bermuda subsidiaries, including Aspen American Insurance Company, Aspen Specialty Insurance Company and Aspen Bermuda Limited (“transferred subsidiaries”), were transferred to an unconsolidated affiliate, Endurance U.S. Holdings Corp., a Delaware corporation (“EUSH”). In connection with the transfer effective August 14, 2026, the Company received consideration of $2.722 billion which was formalized into loan notes due from a related party, an investment-grade credit. The appropriate notices and approvals with respect to the Bermuda Monetary Authority, the Texas Department of Insurance, and the North Dakota Insurance & Securities Department were completed prior to the consummation of these transactions.
The unaudited pro forma condensed consolidated financial statements were derived from the Company’s historical unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 included within this Form 6-K. The unaudited pro forma condensed consolidated financial statements reconcile the Company’s historical financial position and results of operations to give effect to the transfer of subsidiaries to EUSH, a significant business disposition for the Company. Pro forma adjustments for this transaction principally consider the impact of de-consolidating the transferred subsidiaries, the consideration received and formalized into the loans due from a related party, and interest related to the loans. The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 is presented as if the transfer had occurred on June 30, 2026, and the unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2026 are presented as if the transaction occurred on January 1, 2026.
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X. They should be read in conjunction with; i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements contained herein; and ii) the Company’s historical unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 included elsewhere in this Form 6-K.
The unaudited pro forma adjustments are based on available information and certain assumptions that we believe are reasonable as of the date of the Report on Form 6-K to which these unaudited pro forma condensed consolidated financial statements are included. Assumptions underlying the pro forma adjustments related to the transferred subsidiaries are described in the accompanying notes. The pro forma adjustments reflected herein are based on management’s expectations regarding the transaction. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to indicate the results of operations of future periods or the results of operations that actually would have been realized had the reorganization transactions closed during the period presented.
The unaudited pro forma condensed consolidated financial statements, filed as Exhibit 99.2 to this Form 6-K, is incorporated by reference as part of this Form 6-K.
Unaudited Pro Forma Condensed Balance Sheet
As at June 30, 2026
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| | As Reported | | Pro Forma Adjustments | | Notes | | AIHL Pro Forma |
| ($ in millions) | | | | | | | | |
| | | | | | | | |
| ASSETS | | | | | | | | |
| Investments | | $ | 6,780.3 | | | $ | (4,976.8) | | | | | $ | 1,803.5 | |
| Cash and cash equivalents | | 1,135.8 | | | (683.2) | | | | | 452.6 | |
Unpaid losses recoverable from reinsurers | | 4,404.6 | | | (1,151.1) | | | | | 3,253.5 | |
| Ceded unearned premiums | | 1,070.0 | | | (439.0) | | | | | 631.0 | |
| Underwriting premiums receivable | | 1,881.1 | | | (1,005.5) | | | | | 875.6 | |
| Deferred acquisition costs | | 386.1 | | | (257.2) | | | | | 128.9 | |
| Derivative assets | | 25.2 | | | (2.4) | | | | | 22.8 | |
| Deferred tax assets | | 335.2 | | | (226.6) | | | | | 108.6 | |
| Other assets | | 420.3 | | | (167.3) | | | | | 253.0 | |
| Intangible assets and goodwill | | 18.8 | | | (14.5) | | | | | 4.3 | |
| Notes due from related party | | — | | | 2,722.0 | | | (a) | | 2,722.0 | |
| Total assets | | $ | 16,457.4 | | | $ | (6,201.6) | | | | | $ | 10,255.8 | |
| LIABILITIES | | | | | | | | |
| Reserves for losses and loss adjustment expenses | | $ | 9,058.7 | | | $ | (4,510.1) | | | | | $ | 4,548.6 | |
| Unearned premiums | | 2,885.6 | | | (1,751.8) | | | | | 1,133.8 | |
| Reinsurance premiums | | 607.3 | | | (380.2) | | | | | 227.1 | |
| Other payables | | 361.5 | | | (169.9) | | | | | 191.6 | |
| Derivative liabilities | | 11.4 | | | (8.2) | | | | | 3.2 | |
| Due to related parties | | 1.0 | | | 122.0 | | | | | 123.0 | |
| Long-term debt | | 297.0 | | | — | | | | | 297.0 | |
| Funds held under reinsurance contracts | | — | | | 496.7 | | | | | 496.7 | |
| Total liabilities | | $ | 13,222.5 | | | $ | (6,201.5) | | | | | $ | 7,021.0 | |
| SHAREHOLDERS’ EQUITY | | | | | | | | |
| Ordinary shares | | $ | 0.1 | | | $ | — | | | | | $ | 0.1 | |
| Preference shares | | 699.9 | | | — | | | | | 699.9 | |
| Additional paid-in capital | | 792.3 | | | (0.1) | | | (b) | | 792.2 | |
| Retained earnings | | 1,894.3 | | | — | | | | | 1,894.3 | |
| Accumulated other comprehensive loss, net of taxes | | (151.7) | | | — | | | | | (151.7) | |
| Total shareholders’ equity | | 3,234.9 | | | (0.1) | | | | | 3,234.8 | |
| Total liabilities and shareholders’ equity | | $ | 16,457.4 | | | $ | (6,201.6) | | | | | $ | 10,255.8 | |
Unaudited Pro Forma Condensed Statement of Operations
June 30, 2026
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| | As Reported | | Pro Forma Adjustments | | Notes | | AIHL Pro Forma |
| ($ in millions) | | | | | | | | |
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| UNDERWRITING REVENUES | | | | | | | | |
| Gross written premiums | | $ | 2,423.6 | | | $ | (1,454.7) | | | | | $ | 968.9 | |
| Premiums ceded | | (957.8) | | | 363.2 | | | | | (594.6) | |
| Net written premiums | | 1,465.8 | | | (1,091.5) | | | | | 374.3 | |
| Change in unearned premiums | | (58.5) | | | 63.4 | | | | | 4.9 | |
| Net earned premiums | | 1,407.3 | | | (1,028.1) | | | | | 379.2 | |
| UNDERWRITING EXPENSES | | | | | | | | |
| Losses and loss adjustment expenses | | (880.2) | | | 622.6 | | | | | (257.6) | |
| Acquisition costs | | (252.5) | | | 210.7 | | | | | (41.8) | |
| General and administrative expenses | | (229.0) | | | 138.1 | | | | | (90.9) | |
| Total underwriting expenses | | (1,361.7) | | | 971.4 | | | | | (390.3) | |
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| Underwriting income/(loss) | | 45.6 | | | (56.7) | | | | | (11.1) | |
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| Net investment income | | 161.7 | | | (116.3) | | | | | 45.4 | |
| Interest income on related party notes | | — | | | 66.9 | | | (c) | | 66.9 | |
| Interest expense | | (9.1) | | | — | | | | | (9.1) | |
| Corporate and other expenses | | (41.0) | | | (8.3) | | | | | (49.3) | |
Non-operating expenses (1) | | (98.4) | | | 1.4 | | | | | (97.0) | |
| Net realized and unrealized foreign exchange (losses) | | (67.0) | | | (3.7) | | | | | (70.7) | |
| Net realized and unrealized investment (losses) | | (62.5) | | | 43.0 | | | | | (19.5) | |
| (Loss) before income tax | | (70.7) | | | (73.7) | | | | | (144.4) | |
| Income tax benefit | | 16.9 | | | 26.9 | | | (d) | | 43.8 | |
| Net (loss) after income tax attributable to Aspen Insurance Holdings Limited | | (53.8) | | | (46.8) | | | | | (100.6) | |
| Dividends paid on preference shares | | (21.9) | | | — | | | | | (21.9) | |
| (Loss) available to Aspen Insurance Holdings Limited’s ordinary shareholder | | $ | (75.7) | | | $ | (46.8) | | | | | $ | (122.5) | |
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(1) Non-operating expenses include expenses in relation to the Sompo International transaction, certain consulting fees, non-recurring transformation activities, and other non-recurring costs.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
1. Basis of Pro Forma Presentation
The accompanying unaudited pro forma condensed consolidated financial statements of the Company were prepared in accordance with Article 11 of Regulation S-X and are based on the historical unaudited condensed consolidated financial information of the Company. The condensed consolidated financial information has been adjusted in the accompanying pro forma condensed consolidated financial statements to give effect to the disposition of Aspen U.S. Holdings, Inc. and its wholly owned subsidiary companies including Aspen American Insurance Company, Aspen Specialty Insurance Company and Aspen Bermuda Limited. The transactions are between entities of the same ultimate parent and thus accounted for as a common control transaction with no gain or loss recorded and any difference in consideration and the book value of the entities recorded in equity through additional paid-in capital.
2. Adjustments to the Pro Forma Condensed Consolidated Financial Statements
Unless otherwise noted, the pro forma adjustments reflect the effects of the disposition of Aspen U.S. Holdings, Inc. and its wholly owned subsidiaries (together, “AUSH”), including (i) the removal of assets, liabilities, revenues and expenses directly attributable to AUSH; and (ii) the reinstatement of intercompany balances between AUSH and the remaining Aspen group entities that will no longer be eliminated in consolidation following the transaction. Other adjustments to the pro forma condensed consolidated balance sheet and pro forma condensed consolidated statements of operations are as follows:
(a)Adjustment reflects the consideration received from EUSH for the purchase of AUSH. Consideration was formalized in the form of four separate notes, each bearing interest and requiring monthly interest payments.
(b)Adjustment reflects the net equity impact of the transaction, representing the difference between the consideration received and the carrying value of the net assets transferred.
(c)Adjustment reflects the interest income on the notes issued as consideration for the purchase of AUSH.
(d)The tax effect of certain pro forma adjustments, including interest income per Note (c), was calculated using the applicable historical local statutory rates in effect for the period presented.
