Board reshuffle at Fidelis Insurance (NYSE: FIHL) as new director joins

Rhea-AI Filing Summary

Fidelis Insurance Holdings Limited filed an amended foreign issuer report to update a board change. The company confirmed that Hinal Patel, the director designee of Shelf Holdco II Limited (The Fidelis Partnership), resigned from the board and from the Risk and Investment Committees, effective August 5, 2025. On August 6, 2025, the board accepted his resignation and appointed Charles Mathias as a director and as a member of both committees, also effective August 5, 2025. This report is deemed filed with the SEC and is incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.

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Accepted by SEC EDGAR 08/11/2025 - 08:06 AM Learn about SEC filing dates

FAQ

What board change did Fidelis Insurance Holdings (FIHL) disclose in this Form 6-K/A?

Fidelis Insurance Holdings disclosed that Hinal Patel resigned from its board and from the Risk and Investment Committees, effective August 5, 2025. The board then appointed Charles Mathias as a director and committee member, also effective August 5, 2025.

Who is replacing Hinal Patel on the Fidelis Insurance Holdings (FIHL) board?

Hinal Patel is being replaced by Charles Mathias as a director of Fidelis Insurance Holdings. Mathias was nominated by The Fidelis Partnership under its director nomination rights and was appointed to both the Risk and Investment Committees, effective August 5, 2025.

When did the Fidelis Insurance Holdings (FIHL) board approve the new director appointment?

The board approved the appointment of Charles Mathias on August 6, 2025. His appointment, along with the acceptance of Hinal Patel’s resignation, was made effective as of August 5, 2025, aligning the effective date for both actions.

What board committees were affected by the Fidelis Insurance Holdings (FIHL) director change?

The change affected the Risk Committee and the Investment Committee of Fidelis Insurance Holdings’ board. Hinal Patel resigned from both committees, and newly appointed director Charles Mathias joined both committees effective August 5, 2025.

How does this Fidelis Insurance Holdings (FIHL) 6-K/A relate to existing registration statements?

The report is deemed filed with the SEC and is incorporated by reference into Fidelis Insurance Holdings’ Form S-8 and Form F-3 registration statements. It becomes part of those registration statements from the filing date unless later filings supersede it.

What rights allowed The Fidelis Partnership to nominate a new director for FIHL?

The Fidelis Partnership used its director nomination rights under Fidelis Insurance Holdings’ Amended and Restated Bye-Laws. Under these rights, it nominated Charles Mathias to replace its prior designee, Hinal Patel, on the company’s board.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 6-K/A

(Amendment No. 1)

___________________________________

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the Month of August 2025

Commission File Number: 001-41731

___________________________________

Fidelis Insurance Holdings Limited

(Exact Name of Registrant as Specified in its Charter)

___________________________________

Wellesley House South, 90 Pitts Bay Road

Pembroke, Bermuda HM09

+1 441 279 2590

(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 ☒    Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐    No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐    No ☒

Change of Director

On August 5, 2025, Fidelis Insurance Holdings Limited (the “Company”) originally filed a Report of Foreign Private Issuer on Form 6-K (this “Report”) to disclose (a) that Mr. Hinal Patel, Shelf Holdco II Limited’s (“The Fidelis Partnership”) director designee, informed the Company of his intent to resign from the board of directors of the Company (the “Board”), effective August 5, 2025, and (b) pursuant to The Fidelis Partnership’s director nomination rights under the Company’s Amended and Restated Bye-Laws, The Fidelis Partnership intended to nominate Mr. Charles Mathias to serve as a director on the Board, effective August 5, 2025, subject to Board approval.

On August 6, 2025, the Board (a) accepted the resignation of Mr. Hinal Patel from the Board and as a member of each of the Risk Committee and the Investment Committee of the Board, effective August 5, 2025, and (b) appointed Mr. Charles Mathias as a director of the Board and as a member of each of the Risk Committee and the Investment Committee of the Board, effective August 5, 2025.

The information furnished in this Report, shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-273105) and Form F-3 (File No. 333-287332), and any related prospectuses, as such registration statements and prospectuses may be amended from time to time, and to be part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 11th day of August, 2025.

FIDELIS INSURANCE HOLDINGS LIMITED
By:			/s/ Allan C. Decleir
Name:			Allan C. Decleir
Title:			Group Chief Financial Officer