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Apollo-affiliated investment entities report beneficial ownership of 75,418,220 Class A Ordinary Shares of Aspen Insurance Holdings Limited, representing 82.1% of the class. These Class A Ordinary Shares have a par value of $0.001 per share.
The filing, dated as of an event on 12/31/2025, shows various Apollo-related partnerships and LLCs, including AP Highlands Co-Invest, L.P., AP Highlands Holdings, L.P. and AIF IX International Holdings, L.P., sharing voting and dispositive power over different blocks of Aspen shares.
The reported percentages are calculated using 91,838,366 Class A Ordinary Shares outstanding as of June 30, 2025, as disclosed in Aspen’s Form 6-K. The reporting entities collectively disclaim beneficial ownership beyond shares held of record, clarifying this disclosure is not an admission of beneficial ownership for any other purpose.
Aspen Insurance Holdings Limited reported that it has declared dividends on its preference shares. These dividends are scheduled to be paid on January 1, 2026 to shareholders of the preference shares who are on record as of the close of business on December 15, 2025. The company disclosed this information in a press release dated December 1, 2025, which is attached as an exhibit to this report.
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 submitted a Form 6-K describing a new information statement sent to shareholders of record as of August 27, 2025. The statement relates to an Agreement and Plan of Merger entered into on that same date among Aspen, Endurance Specialty Insurance Ltd. and Ajax Ltd.
The company explains that the full information statement is available to investors on its website under the Investors section. Aspen also furnished a related press release as Exhibit 99.1, noting that this material is being provided for informational purposes and is not automatically incorporated into other securities law filings.
Aspen Insurance Holdings Limited reported that it has declared dividends on its preference shares. These dividends will be paid on October 1, 2025 to shareholders who are on record as of the close of business on September 15, 2025. The announcement was made through a press release that is attached as an exhibit and forms part of this report.
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.
Aspen Insurance Holdings Limited submitted a Form 6-K as a foreign private issuer to provide investors with its consolidated financial statements and management's discussion and analysis for the three and six months ended June 30, 2025. These materials are furnished as Exhibit 99.1. The company states that this exhibit is incorporated by reference into its existing Form S-8 and Form F-3 registration statements, meaning those registration documents now include the latest financial and narrative updates. The report is signed on behalf of Aspen by its Chief Financial Officer, Mark Pickering.