Pelagos Insurance adds Michael Davern to board

Rhea-AI Filing Summary

Pelagos Insurance Capital Ltd (PLGO) reports that, following the earlier resignation of Charles Mathias as a director and member of the Risk and Investment Committees, The Fidelis Partnership has designated Michael Davern as its new Board designee under the Company’s Bye-Laws.

On September 14, 2026 the Nominations and Corporate Governance Committee appointed Mr. Davern as a director to serve the remainder of the Class I term expiring at the 2027 annual general meeting, and as a member of the Board’s Risk Committee and Investment Committee, effective immediately. He brings extensive actuarial, underwriting, and executive leadership experience in the insurance industry and will receive the same compensation as other non-executive directors, which will be paid directly to The Fidelis Partnership. The report is also incorporated by reference into the Company’s existing Form S-8 and Form F-3 registration statements.

Key Figures

Appointment date: September 14, 2026 Class I term expiry: 2027 annual general meeting Annual report year referenced: Year ended December 31, 2025

3 metrics

Appointment date September 14, 2026 Date the Nominations and Corporate Governance Committee appointed Michael Davern as director

Class I term expiry 2027 annual general meeting End of the director term Michael Davern will serve

Annual report year referenced Year ended December 31, 2025 2025 Annual Report incorporated by reference for director compensation and related party transactions

Key Terms

Report of Foreign Private Issuer, Form 6-K, non-executive directors, Related Party Transactions, +1 more

5 terms

Report of Foreign Private Issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A report of a foreign private issuer is a formal filing that a non‑U.S. company makes to U.S. regulators to share important business, financial, or governance information with American investors. Think of it as a regular update or press packet that keeps investors informed about events that could change a company’s value—like earnings, management changes, contracts, or regulatory developments—so investors can make timely, informed decisions.

Form 6-K regulatory

"Report of Foreign Private Issuer on Form 6-K"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

non-executive directors financial

"compensation that the Company pays to its other non-executive directors"

Non-executive directors are board members who do not work for the company day-to-day but oversee management, like an independent referee watching a game rather than playing. They matter to investors because they provide impartial checks on executive decisions, help shape long-term strategy, monitor risks and financial reporting, and guard shareholder interests—contributing to better governance and reducing the chance of mismanagement or conflicts of interest.

Related Party Transactions regulatory

"Item 7B. Related Party Transactions of the 2025 Annual Report"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

Bye-Laws regulatory

"under the Company’s Bye-Laws"

Bye-laws are a company's internal rulebook that sets how the business runs day-to-day and how decisions are made, covering things like how meetings are held, how directors are appointed, and how shares can be transferred. For investors, bye-laws matter because they determine voting rights, who controls key decisions, and how easy it is to change ownership or corporate policy—think of them as the operating instructions that shape shareholder power and corporate behavior.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Board change did PLGO announce in this Form 6-K?

Pelagos Insurance Capital Ltd announced that Michael Davern has been appointed as a director to succeed Charles Mathias as The Fidelis Partnership’s designee on the Board, and will also serve on the Board’s Risk Committee and Investment Committee, effective immediately on September 14, 2026.

How long will Michael Davern serve on the Pelagos Insurance Capital Ltd (PLGO) Board?

Michael Davern was appointed to serve the remainder of the Class I director term, which expires at Pelagos Insurance Capital Ltd’s 2027 annual general meeting. This term was previously held by former director Charles Mathias.

What is Michael Davern’s background relevant to his role at PLGO?

Michael Davern is CEO and director of Pine Walk Capital Limited and serves as UK Chief Underwriting Officer and Group Head of D&F Property and Energy at The Fidelis Partnership. He has an extensive actuarial and underwriting background and holds a Master of Physics from Oxford University.

How will Michael Davern be compensated for his Board service at PLGO?

Michael Davern will receive the same compensation Pelagos Insurance Capital Ltd pays its other non-executive directors. As The Fidelis Partnership’s director designee, that compensation will be paid directly to The Fidelis Partnership, not to Mr. Davern personally.

Are there any related party considerations involving Michael Davern and PLGO?

Aside from transactions involving The Fidelis Partnership, where Michael Davern is an executive officer, he is not party to any transaction requiring disclosure as a related party transaction. Related party dealings with The Fidelis Partnership are described in Item 7B. Related Party Transactions of the company’s 2025 Annual Report.

How does this 6-K for PLGO interact with existing registration statements?

The information in this Form 6-K is deemed filed and incorporated by reference into Pelagos Insurance Capital Ltd’s registration statements on Form S-8 (File No. 333-273105) and Form F-3 (File No. 333-287332), including any related prospectuses, unless later superseded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 04:23 PM Accepted by SEC EDGAR 09/14/2026 - 04:23 PM Learn about SEC filing dates

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

For the Month of September 2026

Commission File Number: 001-41731

___________________________________

PELAGOS INSURANCE CAPITAL LIMITED

(Exact Name of Registrant as Specified in its Charter)

___________________________________

Wellesley House South, 90 Pitts Bay Road

Pembroke, Bermuda HM09

+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 ☐

Director Appointment

As previously disclosed by Pelagos Insurance Capital Limited (the “Company”) in its Report on Form 6-K furnished to the Securities and Exchange Commission on August 3, 2026, Mr. Charles Mathias, a director designated by TFP Intermediate Holdings II Limited (“The Fidelis Partnership”) to the Company’s Board of Directors (the “Board”) pursuant to Bye-Law 54.3(a)(iv) of the Amended and Restated Bye-Laws of the Company, resigned as a director of the Company and as a member of the Board’s Risk Committee and Investment Committee, effective August 2, 2026.

Pursuant to its rights under Bye-Law 54.3(a)(iv) and Bye-Law 54.3(c), The Fidelis Partnership has designated Mr. Michael Davern to succeed Mr. Mathias as its Board designee. On September 14, 2026, pursuant to the authority delegated to it by the Board, the Nominations and Corporate Governance Committee appointed Mr. Davern as a director of the Company to serve the remainder of the Class I term expiring at the Company’s 2027 annual general meeting, which term had previously been held by Mr. Mathias, and appointed him as a member of the Board’s Risk Committee and Investment Committee, in each case effective immediately.

Mr. Davern currently serves as CEO and director of Pine Walk Capital Limited, as well as the UK Chief Underwriting Officer and Group Head of D&F Property and Energy at The Fidelis Partnership. Mr. Davern joined The Fidelis Partnership as Senior Underwriter from AXA XL in March 2020, where he was Senior Property Underwriter, before becoming Head of D&F in May 2020 and Head of D&F and Energy in March 2021. Mr. Davern became UK Co-Deputy Chief Underwriting Officer and Head of D&F and Energy in October 2021, UK Co-Deputy Chief Underwriting Officer and Group Head of D&F Property and Energy in March 2022, UK Deputy Chief Underwriting Officer and Group Head of D&F Property and Energy in March 2023, and UK Chief Underwriting Officer and Group Head of D&F Property and Energy in September 2023. Prior to joining AXA XL, Mr. Davern held various actuarial and underwriting positions with Catlin Group, having joined in 2008. Mr. Davern holds a Master of Physics degree from Oxford University and is a Fellow of the Institute of Actuaries. We believe Mr. Davern is qualified to serve as a member of our Board based on our review of his experience, qualifications, attributes, and skills, including his extensive background in actuarial and underwriting, as well as his executive leadership and directorial experience in the insurance industry.

Mr. Davern will be entitled to the compensation that the Company pays to its other non-executive directors. As The Fidelis Partnership director designee, the compensation payable to Mr. Davern for his service as a non-executive director will be paid directly to The Fidelis Partnership. For more information on the compensation of the Company’s directors, please refer to the disclosure under Item 6B. Compensation of the Company’s annual report for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 5, 2026 (the “2025 Annual Report”), which disclosure is incorporated herein by reference.

There are no arrangements or understandings between Mr. Davern and any other person pursuant to which he was appointed as a director of the Company, other than The Fidelis Partnership’s nomination and designation rights under the Company’s Bye-Laws.

Aside from transactions involving The Fidelis Partnership, of which Mr. Davern is an executive officer, Mr. Davern is not a party to, and does not have a direct or indirect material interest in, any transaction required to be disclosed pursuant to Item 7.B of Form 20-F. For more information on the transactions entered into with The Fidelis Partnership, please refer to the disclosure under Item 7B. Related Party Transactions of the 2025 Annual Report.

Incorporation by Reference

The information contained in this Report of Foreign Private Issuer on Form 6-K (this “Report”), shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-273105) and Form F-3 (File No. 333-287332), and any related prospectuses, as such registration statements and prospectuses may be amended from time to time, and to be part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 14, 2026

PELAGOS INSURANCE CAPITAL LIMITED
By:			/s/ Allan C. Decleir
Name:			Allan C. Decleir
Title:			Group Chief Financial Officer