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Fidelis Insurance Group (FIHL) lifts buyback to $400M and sets $0.15 dividend

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Fidelis Insurance Holdings Limited is expanding its capital return to shareholders. The board increased the current common share repurchase authorization to $400 million and declared a quarterly dividend of $0.15 per common share, payable on March 27, 2026 to shareholders of record on March 16, 2026.

The company highlights that it returned $313.7 million to shareholders in the year ended December 31, 2025, including repurchasing 15,184,976 common shares for $261.4 million and paying $52.3 million in dividends. Management describes repurchases and dividends as part of a broader capital management strategy alongside pursuing attractive underwriting opportunities.

Positive

  • Expanded repurchase capacity: The board increased the common share buyback authorization to $400 million, building on prior repurchases of 15,184,976 shares for $261.4 million in the year ended December 31, 2025.
  • Ongoing cash returns: Approval of a quarterly dividend of $0.15 per share, along with $52.3 million in dividends already paid in the prior year, underscores a continued commitment to returning capital to shareholders.

Negative

  • None.

Insights

Fidelis pairs sizable buyback capacity with ongoing cash dividends.

Fidelis Insurance Group is signaling an active capital return stance. The board lifted the common share repurchase authorization to $400 million and approved a quarterly dividend of $0.15 per share payable on March 27, 2026, reinforcing a recurring cash return component.

Management notes that in the year ended December 31, 2025, the company returned $313.7 million via repurchasing 15,184,976 shares for $261.4 million and paying $52.3 million in dividends. This history provides context that the enlarged authorization follows substantial prior activity, including $75.0 million of privately negotiated repurchases from CVC Falcon Holdings Limited.

The company frames these actions within a strategy of "strategic capital allocation," balancing underwriting opportunities with shareholder returns. Actual future buyback volumes under the $400 million authorization will depend on factors such as intrinsic value assessments, market conditions, liquidity, and regulatory or contractual constraints, as described by the company.


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
February 20, 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 February 20, 2026, Fidelis Insurance Holdings Limited (the “Company”) issued a press release announcing that its board of directors (i) has approved and declared a dividend of $0.15 per share, payable on March 27, 2026, to common shareholders of record on March 16, 2026 and (ii) approved an increase to the Company’s current common share repurchase authorization to $400 million. A copy of the press release is attached hereto as Exhibit 99.1.

EXHIBIT INDEX

Exhibit
99.1
Press Release dated February 20, 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: February 20, 2026
By:
/s/ Allan C. Decleir
Name:
Allan C. Decleir
Title:
Group Chief Financial Officer
                            
    
    


Fidelis Insurance Group Expands Capital Management Initiatives

Increases common share repurchase authorization, bringing the total current authorization to $400 million
Announces quarterly dividend of $0.15 per common share payable March 27, 2026

PEMBROKE, Bermuda, February 20, 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, announced today an expansion of its capital management initiatives. The Company's Board of Directors approved an increase to the current common share repurchase authorization to $400 million and additionally approved and declared a dividend of $0.15 per common share, payable on March 27, 2026, to shareholders of record on March 16, 2026.

This announcement builds on the $313.7 million in capital returned to shareholders in the year ended December 31, 2025, including the repurchase of 15,184,976 common shares for $261.4 million and $52.3 million in dividends. Notably, shares repurchased within the fourth quarter of 2025 included an aggregate of 4,075,726 common shares repurchased through two privately negotiated transactions totaling $75.0 million with CVC Falcon Holdings Limited.

Dan Burrows, Fidelis Insurance Group CEO, stated, “We are, first and foremost, strategic capital allocators, focused on identifying the most compelling opportunities and prioritizing initiatives that drive shareholder value creation. With our strong capital position, we continue to pursue attractive underwriting opportunities - both through new partnerships that are driving growth and with The Fidelis Partnership - while also returning capital to our shareholders through dividends and highly accretive buybacks."

Burrows further commented, "Today's announced increase to our common share repurchase authorization provides us with additional flexibility to capitalize on the considerable discount between our current stock price and net book value. We look forward to continuing to opportunistically execute repurchases both in the open market and through privately negotiated transactions, as we return capital to shareholders."

Additional details: Share Repurchase Authorization and Dividend

Share Repurchase Authorization: The Company's Board of Directors has approved an increase to the current common share repurchase program (the “Program”), bringing the total current authorization to $400 million. Pursuant to the Program, the Company may repurchase common shares through a combination of open market purchases under Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), accelerated share repurchases or privately negotiated transactions, as well as pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act.

The timing as well as the number and value of common shares repurchased under the Program will be determined by the Company at its discretion and will depend on a variety of factors, including its assessment of the intrinsic value of the Company’s common shares, attractive growth opportunities, the market price of the Company’s common shares, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal, regulatory and contractual restrictions and the Company’s capital and business strategy. The Program may be suspended or discontinued by the Board of Directors at any time.




Dividend: The Company's Board of Directors has approved and declared a dividend of $0.15 per common share payable on March 27, 2026, to shareholders of record on March 16, 2026.

About Fidelis Insurance Group
Fidelis Insurance Group 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 highly diversified portfolio enables us to execute our strategy of proactively navigating market cycles, offering innovative and tailored solutions, capitalizing on favorable risk-reward opportunities, and producing 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

Certain statements contained in this press release constitute “forward-looking statements,” and are made pursuant to 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 payment of dividends by the Company, the Company's plans to return capital to shareholders, 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. Important risk factors regarding the Company can be found 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








FAQ

What capital return actions did Fidelis Insurance Holdings (FIHL) announce on February 20, 2026?

Fidelis announced a higher share repurchase authorization and a cash dividend. The board increased its common share buyback authorization to $400 million and approved a quarterly dividend of $0.15 per share, reinforcing a dual approach of repurchases and dividends to return capital.

How large is Fidelis Insurance Holdings' (FIHL) current share repurchase authorization?

The company’s board raised the current common share repurchase authorization to $400 million. Under this program, Fidelis may buy shares through open market purchases, accelerated share repurchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market, liquidity, and strategic considerations.

What dividend did Fidelis Insurance Holdings (FIHL) declare and when will it be paid?

Fidelis declared a quarterly dividend of $0.15 per common share. The dividend is payable on March 27, 2026 to shareholders of record as of March 16, 2026, providing ongoing cash income alongside the expanded share repurchase authorization.

How much capital did Fidelis Insurance Holdings (FIHL) return to shareholders in 2025?

For the year ended December 31, 2025, Fidelis returned $313.7 million to shareholders. This included repurchasing 15,184,976 common shares for $261.4 million and paying $52.3 million in dividends, illustrating an already active capital management approach.

What types of transactions can Fidelis Insurance Holdings (FIHL) use under its buyback program?

Fidelis may repurchase common shares via open market purchases under Rule 10b-18, accelerated share repurchases, privately negotiated transactions, and Rule 10b5-1 trading plans. The timing, number, and value of repurchases will depend on valuation assessments, market conditions, liquidity, and other strategic factors.

Did Fidelis Insurance Holdings (FIHL) conduct any notable share repurchases in late 2025?

Yes. In the fourth quarter of 2025, Fidelis repurchased an aggregate of 4,075,726 common shares for $75.0 million through two privately negotiated transactions with CVC Falcon Holdings Limited, contributing to its total share repurchases for the year.

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Fidelis Insurance Holdings

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2.03B
54.20M
Insurance - Diversified
Financial Services
Link
Bermuda
Pembroke