Fidelis Insurance Holdings Ltd reports that certain Pine Brook entities and Howard H. Newman together may be deemed to beneficially own 7,209,921 Common Shares. As of March 31, 2026 this stake represents approximately 8.4% of the Common Shares outstanding. The calculation cites 86,318,571 Common Shares outstanding as of March 6, 2026. The filing is a joint statement under Rule 13d-1(k)(1) and attaches a Joint Filing Agreement dated April 24, 2026.
Positive
None.
Negative
None.
Insights
Holders disclose a passive, joint beneficial ownership of 7,209,921 shares (~8.4%).
The Schedule 13G/A lists Pine Brook Road Advisors, PBFI, PBRA Cayman, PBRA, LLC and Howard H. Newman as Reporting Persons who share voting and dispositive power over 7,209,921 Common Shares held for PBFI as of March 31, 2026. The statement cites 86,318,571 shares outstanding as of March 6, 2026, producing the approximately 8.4% stake.
Because the filing is a joint 13G/A (passive/beneficial ownership disclosure) and includes a joint filing agreement, the disclosure documents ownership structure and shared control; subsequent changes would appear in amended filings.
Key Figures
Beneficial ownership:7,209,921 sharesPercent of class:8.4%Shares outstanding used:86,318,571 shares
3 metrics
Beneficial ownership7,209,921 sharesAmount beneficially owned as of March 31, 2026
Percent of class8.4%Percent of Common Shares outstanding as calculated in filing
Shares outstanding used86,318,571 sharesShares outstanding as of March 6, 2026, cited in the filing
"As of March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared dispositive powerregulatory
"Shared Dispositive Power 7,209,921.00"
Joint Filing Agreementlegal
"entered into a Joint Filing Agreement, dated April 24, 2026"
What stake does Pine Brook report in Fidelis (FIHL)?
Pine Brook and affiliated persons report beneficial ownership of 7,209,921 shares, about 8.4% of the class. The calculation uses 86,318,571 shares outstanding as of March 6, 2026, per the filing.
Who are the Reporting Persons named in the FIHL Schedule 13G/A?
The Reporting Persons are Pine Brook Road Advisors, L.P.; Pine Brook Feal Intermediate, L.P.; PBRA (Cayman) Company; PBRA, LLC and Howard H. Newman, filing jointly under a April 24, 2026 agreement.
How is voting and disposition power reported for the 7,209,921 shares?
Each Reporting Person reports 0 sole voting/dispositive power and 7,209,921 shared voting and dispositive power over the shares, as stated in the filing.
What date does the ownership figure reference in the FIHL filing?
The ownership amount is stated as of March 31, 2026. The outstanding-share count used for the percentage is from March 6, 2026, per the filing's cited Exhibit.
Does the filing indicate control by a single entity or shared control?
The filing indicates shared voting and dispositive power among the Reporting Persons over the same 7,209,921 shares, reflecting joint reporting rather than sole control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Fidelis Insurance Holdings Ltd
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
G3398L118
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G3398L118
1
Names of Reporting Persons
Pine Brook Road Advisors, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,209,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,209,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,209,921.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G3398L118
1
Names of Reporting Persons
Pine Brook Feal Intermediate, L.P.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,209,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,209,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,209,921.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G3398L118
1
Names of Reporting Persons
PBRA (Cayman) Company
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,209,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,209,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,209,921.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP Number(s):
G3398L118
1
Names of Reporting Persons
PBRA, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,209,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,209,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,209,921.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP Number(s):
G3398L118
1
Names of Reporting Persons
Howard H. Newman
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,209,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,209,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,209,921.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fidelis Insurance Holdings Ltd
(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:
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
i) Pine Brook Road Advisors, L.P. ("Advisors");
ii) Pine Brook Feal Intermediate, L.P. ("PBFI");
iii) PBRA (Cayman) Company ("PBRA Cayman");
iv) PBRA, LLC; and
v) Howard H. Newman ("Mr. Newman").
* The Reporting Persons have entered into a Joint Filing Agreement, dated April 24, 2026, a copy of which is attached as Exhibit 1 to this statement on Schedule 13G, 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 Securities Exchange Act of 1934, as amended.
(b)
Address or principal business office or, if none, residence:
The principal business office for each of the Reporting Persons is 346 Pine Brook Road, Bedford, NY 10506.
(c)
Citizenship:
i) Advisors is a Delaware limited partnership;
ii) PBFI is a Cayman Islands exempted limited partnership;
iii) PBRA Cayman is a Cayman Islands exempted company;
iv) PBRA, LLC is a Delaware limited liability company; and
v) Mr. Newman is a citizen of the United States of America.
(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 March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of 7,209,921 Common Shares held for the account of PBFI. PBRA Cayman serves as general partner to PBFI. Advisors is a U.S. Securities and Exchange Commission Exempt Reporting Adviser that provides investment advisory services to PBFI. PBRA, LLC serves as general partner of Advisors. Mr. Newman is the managing member of PBRA, LLC. In such capacities, PBRA Cayman, Advisors, PBRA, LLC and Mr. Newman may be deemed to beneficially own the Common Shares held for the account of PBFI.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of approximately 8.4% of the Common Shares outstanding. (The beneficial ownership percentage calculation is based on 86,318,571 Common Shares outstanding as of March 6, 2026, as reported by the Issuer in Exhibit 99.1 to its Form 6-K filed with the Securities and Exchange Commission on March 16, 2026).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
7,209,921
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
7,209,921
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.
Pine Brook Road Advisors, L.P.
Signature:
/s/ Elan Stukov
Name/Title:
Elan Stukov, Vice President and Chief Financial Officer
Date:
04/24/2026
Pine Brook Feal Intermediate, L.P.
Signature:
/s/ Elan Stukov
Name/Title:
Elan Stukov, Director
Date:
04/24/2026
PBRA (Cayman) Company
Signature:
/s/ Elan Stukov
Name/Title:
Elan Stukov, Director
Date:
04/24/2026
PBRA, LLC
Signature:
/s/ Elan Stukov
Name/Title:
Elan Stukov, Vice President and Chief Financial Officer
Date:
04/24/2026
Howard H. Newman
Signature:
/s/ Howard H. Newman
Name/Title:
Howard H. Newman
Date:
04/24/2026
Exhibit Information
Exhibit 1: Joint Filing Agreement, dated April 24, 2026
