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Fidelis Insurance (NYSE: FIHL) CRO receives 33,107-share award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pearson Michael Justin reported acquisition or exercise transactions in this Form 4 filing.

Fidelis Insurance Holdings Ltd reported that Chief Risk Officer Michael Justin Pearson received a grant of 33,107 common shares on March 30, 2026 at no cash cost per share. Following this award, he directly holds 187,568 common shares, including 74,103 restricted share units subject to time-based vesting conditions.

Positive

  • None.

Negative

  • None.
Insider Pearson Michael Justin
Role Chief Risk Officer
Type Security Shares Price Value
Grant/Award Common Shares 33,107 $0.00 --
Holdings After Transaction: Common Shares — 187,568 shares (Direct)
Footnotes (1)
  1. [object Object]
Share grant 33,107 common shares Award to Chief Risk Officer on March 30, 2026
Post-transaction holdings 187,568 common shares Direct ownership after reported grant
Restricted share units 74,103 RSUs Time-based vesting; each RSU for one common share
Grant price per share $0.00 per share Equity compensation award, not open-market purchase
restricted share units ("RSUs") financial
"Includes 74,103 restricted share units ("RSUs") subject to time-based vesting conditions."
time-based vesting conditions financial
"Includes 74,103 restricted share units ("RSUs") subject to time-based vesting conditions."
contingent right financial
"Each RSU represents a contingent right to receive one common share upon vesting."
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Pearson Michael Justin

(Last)(First)(Middle)
WELLESLEY HOUSE SOUTH
90 PITTS BAY ROAD

(Street)
PEMBROKEHM08

(City)(State)(Zip)

BERMUDA

(Country)
2. Issuer Name and Ticker or Trading Symbol
Fidelis Insurance Holdings Ltd [ FIHL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Risk Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares03/30/2026A33,107A$0187,568(1)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes 74,103 restricted share units ("RSUs") subject to time-based vesting conditions. Each RSU represents a contingent right to receive one common share upon vesting.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Ida A. Nizankowska-Polus, Attorney-in-Fact04/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did FIHL’s Chief Risk Officer report?

Fidelis Insurance Holdings Ltd’s Chief Risk Officer Michael Justin Pearson reported receiving a grant of 33,107 common shares. The shares were awarded at a price of $0.00 per share, indicating a compensation-related equity award rather than an open-market purchase.

How many Fidelis (FIHL) shares does Michael Justin Pearson now hold?

After the reported equity award, Michael Justin Pearson directly holds 187,568 common shares of Fidelis Insurance Holdings Ltd. This total includes both fully owned shares and restricted share units that will convert into common shares only upon satisfying vesting conditions.

What are the restricted share units (RSUs) disclosed for FIHL’s insider?

The filing states that 74,103 of Michael Justin Pearson’s holdings are restricted share units. Each RSU is subject to time-based vesting conditions and represents a contingent right to receive one common share of Fidelis Insurance Holdings Ltd when those vesting requirements are met.

Was the FIHL insider transaction an open-market buy or a share grant?

The transaction was a share grant, not an open-market buy. Michael Justin Pearson received 33,107 common shares at $0.00 per share, which the filing classifies as a grant, award, or other acquisition typically associated with equity compensation rather than market purchases.

Does the FIHL Form 4 indicate any share sales by the insider?

The Form 4 excerpt shows no share sales. It reports only one acquisition transaction: a grant of 33,107 common shares to Michael Justin Pearson. The transaction code is “A,” described as a grant, award, or other acquisition, with no corresponding sale codes listed.