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Fidelis Insurance Holdings Limited, a Bermuda-based specialty (re)insurer listed on the NYSE under the symbol FIHL, files its annual Form 20-F for the year ended December 31, 2025. The Group had 96,651,534 common shares outstanding as of that date.
The report explains a business focused on low-frequency, high-severity (re)insurance risks worldwide, exposing it to hurricanes, wildfires, earthquakes, terrorism, cyber-attacks and geopolitical events. Management highlights heavy reliance on catastrophe and other analytical models, acknowledging that data limitations, climate change and emerging perils can make losses far worse than modeled and reserves inadequate.
Fidelis details dependence on outwards reinsurance and retrocessional protection, volatility in the (re)insurance market cycle, and sensitivity of its investment portfolio to interest rates, credit spreads and market shocks. It also emphasizes operational and strategic risks, including its outsourced underwriting model with The Fidelis Partnership, exposure to cyber incidents and AI misuse, competition and consolidation, regulatory and rating-agency pressures, Bermuda immigration limits, and challenges attracting and retaining key staff and brokers.
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.
Fidelis Insurance Holdings reported a sharp turnaround in the fourth quarter of 2025, with net income of $117.8M or $1.17 per diluted share. The combined ratio improved to 80.6% from 128.0% a year earlier, and annualized operating ROAE reached 18.3% versus a negative result in 2024.
For 2025, the company generated net income of $225.5M, operating net income of $205.2M, and an operating ROAE of 8.5%. Gross premiums written grew to $4.7B, up 7.1%, while the full-year combined ratio improved to 94.8%. Book value per diluted share increased to $24.61 at December 31, 2025, compared with $21.79 a year earlier.
The company returned $314M to shareholders during 2025, including $261.4M of share repurchases and $52M of dividends, and the board lifted the repurchase authorization to $400M. A quarterly dividend of $0.15 per share was declared. Fidelis also plans to rebrand as Pelagos Insurance Capital Limited and expects to trade under ticker PLGO in May 2026, subject to required approvals.
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.
Fidelis Insurance Holdings Limited received an updated ownership report from investment entities linked to CVC. As of December 31, 2025, CVC Falcon Holdings Limited directly held 8,597,170 common shares of Fidelis, which the filing states represents 8.3% of the common share class.
The percentage ownership is based on 103,026,764 common shares outstanding as of September 30, 2025. CVC Falcon Holdings Limited is wholly owned by funds managed by CVC Capital Partners VI Limited, which may be deemed to share beneficial ownership, although it expressly disclaims beneficial ownership for certain legal purposes.
Fidelis Insurance Holdings Ltd disclosed that investment firm Crestview and its related entities collectively report beneficial ownership of 14,251,474 common shares, or 13.8% of the company’s common equity.
This percentage is based on 103,026,764 common shares outstanding as of September 30, 2025, as reported in a prior Form 6-K. All Crestview entities report shared voting and shared dispositive power rather than sole control, and each disclaims beneficial ownership beyond its economic interest.
Fidelis Insurance Holdings Ltd disclosed that investor Leon G. Cooperman beneficially owns 7,041,751 common shares, representing about 6.8% of the company. This stake is held through Omega Capital Partners, L.P., a UTMA account for his grandchild, and an individual retirement account.
The ownership percentage is based on 103,026,764 common shares outstanding as of September 30, 2025. Cooperman reports sole voting and dispositive power over all 7,041,751 shares and certifies the holdings are not intended to change or influence control of Fidelis Insurance.
FIHL filed a Form 144 indicating an intended sale of restricted stock under Rule 144. The filing covers the planned sale of 9,204 common shares through broker Computershare, with an aggregate market value of $173,955.60, on the NYSE. The filing notes that there were 103,026,764 common shares outstanding at the time referenced.
The shares to be sold come from stock-based compensation. The seller acquired 578 common shares on 06/30/2024 and 8,626 common shares on 01/03/2025, both through the vesting of stock awards from the issuer as compensation. By signing the notice, the seller represents that they are not aware of any undisclosed material adverse information about FIHL.
A shareholder of FIHL has filed a Form 144 notice to sell up to 9,204 common shares through broker Computershare on or about November 19, 2025 on the NYSE. The filing lists 99,004,169 shares of the issuer’s common stock as outstanding. The shares to be sold were acquired by the filer via vesting of stock awards, including 578 shares that vested on June 30, 2024 and 8,626 shares that vested on January 3, 2025 as compensation. By signing the notice, the seller represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.
Fidelis Insurance Holdings Limited submitted a Form 6-K to provide investors with materials related to its results for the three and nine months ended September 30, 2025. The company issued a press release, detailed consolidated financial statements, and a management’s discussion and analysis, all dated November 12, 2025.
The filing also includes a company slide presentation to accompany these results. The Form 6-K specifies that the information in the management’s discussion and analysis is incorporated by reference into Fidelis Insurance’s existing registration statements on Form S-8 and Form F-3, making it part of those offering documents from the filing date unless later superseded.