Fidelis ends CVC rights after full share repurchase

Fidelis Insurance Holdings Limited reports governance changes tied to its previously announced repurchase of all remaining common shares held by CVC Falcon Holdings Limited.

Rhea-AI Filing Summary

Fidelis Insurance Holdings Limited reports governance changes tied to its previously announced repurchase of all remaining common shares held by CVC Falcon Holdings Limited. Following this share repurchase, CVC no longer owns any interest in the company.

Effective May 7, 2026, CVC irrevocably waived and terminated its rights under the Amended and Restated Common Shareholders Agreement, specified provisions of the company’s Amended and Restated Bye-Laws relating to its status as a Principal Shareholder, and the Common Shareholder Registration Rights Agreement. These waived rights included CVC’s ability to designate or appoint directors or observers, receive governance-related information, or fill the vacancy created by Daniel Brand’s resignation.

In connection with this waiver, Daniel Brand resigned from the board and from the Compensation, Nominating and Corporate Governance, and Investment Committees. The information in this report is incorporated by reference into Fidelis’s Form S-8 and Form F-3 registration statements.

Key Figures

Effective date of CVC rights waiver: May 7, 2026 Share repurchase announcement date: March 2, 2026 Incorporation into Form S-8: File No. 333-273105 +1 more

4 metrics

Effective date of CVC rights waiver May 7, 2026 Date when CVC’s rights under key agreements and Bye-Laws were terminated

Share repurchase announcement date March 2, 2026 Previously announced date of Fidelis’s repurchase of all remaining CVC shares

Incorporation into Form S-8 File No. 333-273105 This report is incorporated by reference into Fidelis’s Form S-8

Incorporation into Form F-3 File No. 333-287332 This report is incorporated by reference into Fidelis’s Form F-3

Key Terms

Share Repurchase, Common Shareholders Agreement, Bye-Laws, Common Shareholder Registration Rights Agreement, +1 more

5 terms

Share Repurchase financial

"the Company repurchased all of the remaining common shares of the Company (the “Share Repurchase”)"

A share repurchase is when a company uses cash to buy its own shares from the market, reducing the number of shares available to outside investors. Like a homeowner buying back rooms in a shared house to increase their own stake, repurchases can raise earnings per share and often signal management thinks the stock is undervalued, but they also use up cash that could have gone to dividends, investments, or debt reduction — all important considerations for investors.

Common Shareholders Agreement regulatory

"that certain Amended and Restated Common Shareholders Agreement, dated as of June 16, 2023"

Bye-Laws regulatory

"the Company’s Amended and Restated Bye-Laws (the “Bye-Laws”)"

Bye-laws are a company's internal rulebook that sets how the business runs day-to-day and how decisions are made, covering things like how meetings are held, how directors are appointed, and how shares can be transferred. For investors, bye-laws matter because they determine voting rights, who controls key decisions, and how easy it is to change ownership or corporate policy—think of them as the operating instructions that shape shareholder power and corporate behavior.

Common Shareholder Registration Rights Agreement regulatory

"that certain Common Shareholder Registration Rights Agreement, dated June 9, 2015"

Principal Shareholder financial

"in its capacity as a Principal Shareholder (as defined in the Company’s Bye-Laws)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance change did Fidelis Insurance Holdings (FIHL) disclose in this 6-K?

Fidelis disclosed that CVC Falcon Holdings irrevocably waived its governance and shareholder rights after Fidelis repurchased all CVC-held shares, and that CVC no longer has board nomination, information, or registration rights at the company.

Does CVC still own any shares of Fidelis Insurance Holdings (FIHL)?

No. The company states it repurchased all remaining common shares held by CVC Falcon Holdings. As a result, CVC no longer holds any ownership interest in Fidelis Insurance Holdings Limited following the completed share repurchase.

Which key agreements did CVC waive rights under with Fidelis Insurance Holdings (FIHL)?

CVC waived all rights under the Amended and Restated Common Shareholders Agreement, specified Principal Shareholder rights in the company’s Amended and Restated Bye-Laws, and the Common Shareholder Registration Rights Agreement dated June 9, 2015, as amended.

What board and committee changes occurred at Fidelis Insurance Holdings (FIHL)?

In connection with CVC’s waiver of rights, Daniel Brand resigned as a member of the Fidelis board. He also resigned from the Compensation Committee, Nominating and Corporate Governance Committee, and Investment Committee on May 7, 2026.

How is this Fidelis Insurance Holdings (FIHL) 6-K used in existing registration statements?

The company states this report is deemed filed with the SEC and incorporated by reference into its Form S-8 and Form F-3 registration statements, becoming part of those documents unless later filings supersede the information.

What specific shareholder rights did CVC lose at Fidelis Insurance Holdings (FIHL)?

CVC lost rights to designate, nominate or appoint any director or observer, receive information or exercise governance or participation rights as a Principal Shareholder, and designate any replacement director for the vacancy created by Daniel Brand’s resignation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 04:09 PM EDT Learn about SEC filing dates

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

May 7, 2026

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, HM08
+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 ☒

CVC Share Repurchase and Waiver of Rights

As previously announced on March 2, 2026, Fidelis Insurance Holdings Limited (the “Company”) repurchased all of the remaining common shares of the Company (the “Share Repurchase”) owned by CVC Falcon Holdings Limited (“CVC”). As a result of such repurchase, CVC no longer holds any ownership interest in the Company. In connection with the Share Repurchase, effective as of May 7, 2026, the Company and CVC agreed that CVC irrevocably waived, relinquished and terminated any and all rights CVC may have had under (i) that certain Amended and Restated Common Shareholders Agreement, dated as of June 16, 2023, by and among the Company, CVC and the other parties thereto (the “Common Shareholders Agreement”), and (ii) the Company’s Amended and Restated Bye-Laws (the “Bye-Laws”), solely with respect to CVC’s rights under paragraph 54.3 thereof and the other rights applicable to CVC thereunder in its capacity as a Principal Shareholder (as defined in the Company’s Bye-Laws), which rights include, among other things, CVC’s right to designate, nominate or appoint any director or observer to the board of directors (the “Board”) of the Company, any right to receive information or exercise any governance, participation or similar rights granted to CVC in its capacity as a Principal Shareholder as defined in each of the Common Shareholders Agreement and the Bye-Laws, and any right to designate, nominate, appoint or otherwise cause the appointment of any replacement director to fill the vacancy created by Mr. Daniel Brand’s resignation, and (iii) that certain Common Shareholder Registration Rights Agreement, dated June 9, 2015, by and among the Company, CVC and the other parties thereto, as amended.

Director Resignation

In connection with CVC’s waiver of rights following the Share Repurchase, on May 7, 2026, Mr. Daniel Brand resigned as a member Board of the Company and as a member of each of the Compensation Committee, Nominating and Corporate Governance Committee and Investment Committee of the Board.

Incorporation by Reference

The information furnished in this Report of Foreign Private Issuer on Form 6-K (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.

Pursuant to the requirement 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.

						FIDELIS INSURANCE HOLDINGS LIMITED
Dated: May 7, 2026						By:			/s/ Allan C. Decleir
						Name:			Allan C. Decleir
						Title:			Group Chief Financial Officer