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Pine Brook Road Advisors and affiliated entities report beneficial ownership of Pelagos Insurance Capital Ltd Common Shares on a Schedule 13G/A. As of June 30, 2026, the group may be deemed to beneficially own 5,769,921 Common Shares, representing approximately 7% of Pelagos’s outstanding Common Shares. These shares are held for the account of Pine Brook Feal Intermediate, L.P., with PBRA (Cayman) Company and PBRA, LLC serving as general partners to PBFI and Advisors, respectively, and Howard H. Newman as managing member of PBRA, LLC. The Reporting Persons have shared voting and dispositive power over all 5,769,921 shares and no sole voting or dispositive power.
Key Figures
Beneficially owned shares:5,769,921 Common SharesOwnership percentage:7%Shares outstanding:82,728,333 Common Shares+2 more
5 metrics
Beneficially owned shares5,769,921 Common SharesCommon Shares of Pelagos Insurance Capital Ltd held for the account of PBFI as of June 30, 2026
Ownership percentage7%Approximate percentage of Pelagos Common Shares beneficially owned by the Reporting Persons as of June 30, 2026
Shares outstanding82,728,333 Common SharesPelagos Common Shares outstanding as of June 30, 2026, used for ownership percentage calculation
Shared voting power5,769,921 Common SharesShares over which the Reporting Persons have shared power to vote or direct the vote
Shared dispositive power5,769,921 Common SharesShares over which the Reporting Persons have shared power to dispose or direct disposition
"each of the Reporting Persons may be deemed the beneficial owner of 5,769,921 Common Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"Shared Voting Power 5,769,921.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 5,769,921.00"
Exempt Reporting Adviserregulatory
"Advisors is a U.S. Exempt Reporting Adviser that provides investment advisory services"
Schedule 13Gregulatory
"agreed to file this statement on and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Pelagos Insurance Capital Ltd (PLGO) is reported in this Schedule 13G/A?
The reporting group may be deemed to beneficially own 5,769,921 Common Shares of Pelagos Insurance Capital Ltd, representing approximately 7% of the outstanding Common Shares as of June 30, 2026.
Who are the reporting persons in the Pelagos Insurance Capital Ltd (PLGO) Schedule 13G/A?
The filing lists Pine Brook Road Advisors, L.P., Pine Brook Feal Intermediate, L.P., PBRA (Cayman) Company, PBRA, LLC, and Howard H. Newman as the Reporting Persons acting together under a Joint Filing Agreement.
How many Pelagos (PLGO) shares are outstanding for the 7% ownership calculation?
The 7% beneficial ownership is based on 82,728,333 Common Shares of Pelagos Insurance Capital Ltd outstanding as of June 30, 2026, as reported by the issuer in an Exhibit to its Form 6-K.
Do the reporting persons have sole or shared voting power over Pelagos (PLGO) shares?
The Reporting Persons report 0 shares with sole voting or dispositive power and 5,769,921 shares with shared voting and shared dispositive power over Pelagos Insurance Capital Ltd Common Shares.
What role does Pine Brook Road Advisors, L.P. play regarding Pelagos (PLGO)?
Pine Brook Road Advisors, L.P. is described as a U.S. Exempt Reporting Adviser providing investment advisory services to Pine Brook Feal Intermediate, L.P., whose account holds the 5,769,921 Pelagos Common Shares reported as beneficially owned.
What is the relationship of Howard H. Newman to the Pelagos (PLGO) reporting entities?
Howard H. Newman is the managing member of PBRA, LLC, which is the general partner of Pine Brook Road Advisors, L.P., and through these roles may be deemed to beneficially own the 5,769,921 Common Shares held for PBFI’s account.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Pelagos Insurance Capital Ltd
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
06/30/2026
(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 No.
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
5,769,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,769,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,769,921.00
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)
7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
5,769,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,769,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,769,921.00
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)
7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
5,769,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,769,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,769,921.00
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)
7 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
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
5,769,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,769,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,769,921.00
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)
7 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
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
5,769,921.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,769,921.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,769,921.00
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)
7 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pelagos Insurance Capital 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 August 13, 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.:
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 June 30, 2026, each of the Reporting Persons may be deemed the beneficial owner of 5,769,921 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 June 30, 2026, each of the Reporting Persons may be deemed the beneficial owner of approximately 7% of the Common Shares outstanding. (The beneficial ownership percentage calculation is based on 82,728,333 Common Shares outstanding as of June 30, 2026, as reported by the Issuer in Exhibit 99.2 to its Form 6-K filed with the Securities and Exchange Commission on August 12, 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:
5,769,921
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
5,769,921
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:
08/13/2026
Pine Brook Feal Intermediate, L.P.
Signature:
/s/ Elan Stukov
Name/Title:
Elan Stukov, Director
Date:
08/13/2026
PBRA (Cayman) Company
Signature:
/s/ Elan Stukov
Name/Title:
Elan Stukov, Director
Date:
08/13/2026
PBRA, LLC
Signature:
/s/ Elan Stukov
Name/Title:
Elan Stukov, Vice President and Chief Financial Officer
Date:
08/13/2026
Howard H. Newman
Signature:
/s/ Howard H. Newman
Name/Title:
Howard H. Newman
Date:
08/13/2026
Exhibit Information
Exhibit 1: Joint Filing Agreement, dated August 13, 2026
