Fidelis buys back CVC’s remaining $163M share stake

Fidelis Insurance Holdings Limited has entered into a definitive agreement to repurchase all remaining common shares held by founding shareholder CVC Falcon Holdings Limited for an aggregate purchase price of $163,346,230.00.

Rhea-AI Filing Summary

Fidelis Insurance Holdings Limited has entered into a definitive agreement to repurchase all remaining common shares held by founding shareholder CVC Falcon Holdings Limited for an aggregate purchase price of $163,346,230.00. The company will buy back 8,597,170 common shares at $19.00 per share.

Management highlights that the repurchase price is below the company’s year-end diluted book value per common share of $24.61, and expects the transaction to be meaningfully accretive to book value per share and return on average equity. Once completed, CVC will no longer hold any ownership interest in Fidelis Insurance Group.

Positive

• Fidelis is repurchasing 8,597,170 common shares from CVC for an aggregate purchase price of $163,346,230.00, potentially signaling confidence in intrinsic value.
• The repurchase price of $19.00 per share is below the year-end diluted book value per share of $24.61, which management expects to be meaningfully accretive to book value per share and return on average equity.
• Completion of the transaction will result in founding shareholder CVC no longer holding any ownership interest, simplifying the shareholder base.

Negative

• None.

Insights

Equity Capital Markets Analyst

Large buyback from founding holder at discount to book value.

Fidelis Insurance Group agreed to repurchase 8,597,170 shares from CVC Falcon Holdings Limited at $19.00 per share, for total consideration of $163,346,230.00. This is framed as a one-off negotiated transaction with a key founding shareholder rather than an open-market program.

The price is below the stated year-end diluted book value per share of $24.61, and management expects “meaningful accretion” to both book value per share and return on average equity. Actual accretion will depend on the proportion of total shares this block represents and any changes in underlying performance after completion.

After the transaction closes, CVC will fully exit its ownership in the company, removing a concentrated founding shareholder from the register. Subsequent filings may provide additional context on post-transaction share count and any further capital management actions.

FAQ

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

What share repurchase did Fidelis Insurance Holdings (FIHL) announce?

Fidelis Insurance Holdings agreed to repurchase all remaining common shares held by CVC Falcon Holdings Limited. The transaction covers 8,597,170 common shares at $19.00 per share, for a total purchase price of $163,346,230.00, fully removing CVC as a shareholder.

How much is Fidelis Insurance Holdings (FIHL) paying per share to CVC?

Fidelis Insurance Holdings will pay $19.00 per common share to CVC Falcon Holdings Limited. This negotiated price is below the company’s year-end diluted book value per common share of $24.61, which management believes will drive meaningful accretion to key per-share metrics.

What is the total value of the Fidelis (FIHL) share buyback from CVC?

The total consideration for the repurchase from CVC Falcon Holdings Limited is $163,346,230.00. This amount reflects 8,597,170 common shares at a fixed price of $19.00 per share under a definitive agreement between Fidelis Insurance Group and CVC.

How will the CVC share repurchase affect Fidelis Insurance (FIHL) ownership?

Upon completion of the repurchase, CVC Falcon Holdings Limited will no longer hold any ownership interest in Fidelis Insurance Group. This fully exits a founding shareholder and may lead to a more diversified investor base post-transaction, subject to future share ownership developments.

Why does Fidelis Insurance (FIHL) expect the repurchase to be accretive?

Management notes the $19.00 per share repurchase price is below the year-end diluted book value per common share of $24.61. Buying shares below book value typically increases book value per share and, in this case, is expected to improve return on average equity as described.

Is Fidelis Insurance (FIHL) planning to rebrand after this transaction?

Fidelis Insurance Group states it expects to rebrand as Pelagos Capital Insurance in 2026, subject to all necessary legal and regulatory approvals. This prospective rebrand is separate from the CVC share repurchase but reflects longer-term branding plans disclosed by the company.

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

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Accepted by SEC EDGAR 03/02/2026 - 07:00 AM EST 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

March 2, 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 ☒

On March 2, 2026, Fidelis Insurance Holdings Limited (the “Company”) issued a press release announcing a repurchase of all remaining common shares of the Company from CVC Falcon Holdings Limited. A copy of the press release is attached hereto as Exhibit 99.1.

EXHIBIT INDEX

Exhibit

99.1 Press Release dated March 2, 2026

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: March 2, 2026						By:			/s/ Allan C. Decleir
						Name:			Allan C. Decleir
						Title:			Group Chief Financial Officer

Fidelis Insurance Group Announces Repurchase of All Remaining Common Shares from CVC Falcon Holdings Limited

PEMBROKE, Bermuda, March 2, 2026 - Fidelis Insurance Holdings Limited (NYSE:FIHL) (“Fidelis Insurance Group” or the “Company”), a strategic capital allocator and risk selector in specialty insurance and reinsurance, today announced that it has entered into a definitive agreement to repurchase all remaining common shares held by CVC Falcon Holdings Limited (“CVC”), one of our founding shareholders, for an aggregate purchase price of $163,346,230.00.

The Company has agreed to repurchase 8,597,170 common shares at $19.00 per share. As at the date of completion of the transaction, CVC will no longer hold any ownership interest in Fidelis Insurance Group.

Dan Burrows, Fidelis Insurance Group CEO stated, “We are pleased to announce the repurchase of CVC’s remaining shares at a compelling value. This transaction, completed below our year-end diluted book value per common share of $24.61, is expected to deliver meaningful accretion to our book value per share and return on average equity.”

Burrows further commented, “We appreciate CVC’s longstanding support and investment in Fidelis Insurance Group. As we move forward, our strong financial position and ongoing momentum reinforce our commitment to creating long-term value for all our shareholders.”

Daniel Brand, Partner, US Head of Financial Services and Co-Head of Business Services at CVC, stated: “As a founding investor, we are very proud of all that Fidelis Insurance Group, and its talented and accomplished management team, have achieved. We wish them continued success in the future.”

Sidley Austin LLP served as legal advisor to Fidelis Insurance Group in connection with the transaction.

About Fidelis Insurance Group

Fidelis Insurance Group, which expects to rebrand as Pelagos Capital Insurance in 2026, subject to all necessary legal and regulatory approvals, is a global specialty insurance and reinsurance company focused on creating value through strategic capital allocation, expert risk selection, and a network of long-term underwriting partnerships.

We have built a strong foundation for scale and profitable growth, underpinned by our disciplined approach to risk selection and our financial strength, which is reflected in our insurer financial strength ratings of A from AM Best, A- from S&P and A3 from Moody’s. Our network of underwriting partners and our highly diversified portfolio enable us to proactively navigate market cycles, offer innovative and tailored solutions, capitalize on favorable risk-reward opportunities, and produce superior returns for shareholders.

For additional information about Fidelis Insurance Group, our people and our products please visit our website at www.FidelisInsurance.com.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. We intend such forward-looking statements to be covered under the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding the Company's timing and ability to utilize its common share repurchase program, the Company's plans to return capital to shareholders, the Company’s ability to execute any transaction referred to herein, and the Company's business strategy and plans. These statements reflect management’s current beliefs, expectations, assumptions, estimates and projections. While management believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are neither promises nor guarantees and are subject to known and unknown risks and uncertainties, many of which are beyond management’s control. These statements involve risks and uncertainties that may cause the Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, including, without limitation, the important risk factors regarding the Company under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, which are incorporated herein by reference, as such factors may be updated from time to time in the Company's other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to rely on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements after the date of this press release, whether as a result of new information, future events, or otherwise.

Fidelis Insurance Group Investor Contact:

Fidelis Insurance Group

Miranda Hunter

(441) 279 2561

miranda.hunter@fidelisinsurance.com

Fidelis Insurance Group Media Contact:

Rein4ce

Sarah Hills

+44 (0)7718 882011

sarah.hills@rein4ce.co.uk

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 11.3 KB