CVC entities disclose 8.3% Fidelis (FIHL) ownership in Schedule 13G/A

Rhea-AI Filing Summary

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.

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Accepted by SEC EDGAR 02/17/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What stake in Fidelis Insurance Holdings (FIHL) does CVC report in this Schedule 13G/A?

CVC-linked entities report beneficial ownership of 8.3% of Fidelis common shares. CVC Falcon Holdings Limited directly holds 8,597,170 common shares, with the percentage calculated using 103,026,764 shares outstanding as of September 30, 2025, as disclosed in a prior Form 6-K.

Who are the reporting persons in the Fidelis Insurance (FIHL) Schedule 13G/A Amendment No. 3?

The reporting persons are CVC Falcon Holdings Limited and CVC Capital Partners VI Limited. Both are organized in Jersey and share an address at 27 Esplanade, St Helier. Funds managed by CVC Capital Partners VI Limited wholly own CVC Falcon Holdings Limited, linking their reported beneficial ownership.

How many Fidelis (FIHL) shares does CVC Falcon Holdings Limited directly hold?

CVC Falcon Holdings Limited directly holds 8,597,170 Fidelis common shares. This direct holding is the basis for the reported 8.3% ownership stake, using 103,026,764 common shares outstanding as of September 30, 2025, as disclosed in a prior SEC submission by Fidelis.

How is the 8.3% ownership in Fidelis (FIHL) calculated in this Schedule 13G/A?

The 8.3% figure uses 8,597,170 shares over 103,026,764 outstanding shares. The outstanding share count comes from Fidelis’s Form 6-K Exhibit 99.2, dated November 12, 2025, which stated 103,026,764 common shares outstanding as of September 30, 2025.

Does CVC Capital Partners VI Limited claim full beneficial ownership of Fidelis (FIHL) shares?

CVC Capital Partners VI Limited may be deemed a beneficial owner but expressly disclaims such ownership. It is deemed to beneficially own shares held by CVC Falcon Holdings Limited due to control relationships, yet the filing states this is not an admission for Section 13(d) or other purposes.

Who controls voting and investment decisions for CVC’s Fidelis (FIHL) shares?

A four-member board of CVC Capital Partners VI Limited exercises voting and investment authority. The filing states that a majority of this board must approve any investment or voting decision regarding Fidelis common shares, centralizing control at the board level for these securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Fidelis Insurance Holdings Limited

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G3398L118

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G3398L118

1

Names of Reporting Persons

CVC Falcon Holdings Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 8,597,170.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,597,170.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,597,170.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.3 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G3398L118

1

Names of Reporting Persons

CVC Capital Partners VI Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 8,597,170.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,597,170.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,597,170.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.3 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fidelis Insurance Holdings Limited
(b)	Address of issuer's principal executive offices: Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM08
Item 2.
(a)	Name of person filing: See Item 2(c) below.
(b)	Address or principal business office or, if none, residence: See Item 2(c) below.
(c)	Citizenship: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: (i) CVC Falcon Holdings Limited 27 Esplanade, St Helier Jersey JE1 1SG, Channel Islands Citizenship: Jersey (ii) CVC Capital Partners VI Limited 27 Esplanade, St Helier Jersey JE1 1SG, Channel Islands Citizenship: Jersey The Reporting Persons have previously entered into a Joint Filing Agreement pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(d)	Title of class of securities: Common Shares, par value $0.01 per share
(e)	CUSIP No.: G3398L118
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of December 31, 2025, CVC Falcon Holdings Limited directly held 8,597,170 Common Shares, par value $0.01 per share ("Common Stock") of Fidelis Insurance Holdings Limited (the "Issuer"). Calculations of the percentage of shares of Common Stock beneficially owned are based on 103,026,764 shares of Common Stock outstanding as of September 30, 2025, as disclosed in Exhibit 99.2 to the Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 12, 2025. Each of the Reporting Persons may be deemed to be the beneficial owner of the Common Stock listed on such Reporting Person's cover page. CVC Falcon Holdings Limited is wholly owned by certain investment funds managed by CVC Capital Partners VI Limited. As a result, CVC Capital Partners VI Limited may be deemed to beneficially own the securities directly held by CVC Falcon Holdings Limited. CVC Capital Partners VI Limited is managed by a four member board of directors that exercises voting and investment authority with respect to the Common Stock. The approval of a majority of such directors is required to make any investment or voting decision with regard to the Common Stock. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that CVC Capital Partners VI Limited is the beneficial owner of Common Stock of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and CVC Capital Partners VI Limited expressly disclaims beneficial ownership of such shares of Common Stock.
(b)	Percent of class: As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person's cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See each cover page hereof.
	(ii) Shared power to vote or to direct the vote: See each cover page hereof.
	(iii) Sole power to dispose or to direct the disposition of: See each cover page hereof.
	(iv) Shared power to dispose or to direct the disposition of: See each cover page hereof.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CVC Falcon Holdings Limited

Signature:	/s/ Jean-Claude Bonfrer
Name/Title:	Jean-Claude Bonfrer, Director
Date:	02/17/2026

CVC Capital Partners VI Limited

Signature:	/s/ Victoria Cabot
Name/Title:	Victoria Cabot, Director
Date:	02/17/2026