Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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

May 28, 2024

Commission File Number: 001-41731

FIDELIS INSURANCE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in its Charter)

Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM08
[phone]
(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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐    No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐    No ☒

---

On May 28, 2024, Fidelis Insurance Holdings Limited issued a press release announcing (i) the closing of its underwritten secondary public offering of 9,000,000 common shares by certain of its shareholders at a price to the public of $16.00 per common share and (ii) that, in connection with such secondary public offering, the underwriters exercised in full their option to purchase an additional 1,350,000 common shares from the selling shareholders, priced at $16.00 per share, less underwriting discounts and commissions. A copy of the press release is attached hereto as Exhibit 99.1.

EXHIBIT INDEX

Exhibit

99.1			Press Release dated May 28, 2024

---

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						FIDELIS INSURANCE HOLDINGS LIMITED
Dated: May 28, 2024						By:			/s/ Allan C. Decleir
						Name:			Allan C. Decleir
						Title:			Group Chief Financial Officer

                            

    

    

Fidelis Insurance Group Announces Closing of Secondary Offering of its Common Shares

PEMBROKE, Bermuda, May 28, 2024 — Fidelis Insurance Holdings Limited (NYSE: FIHL) (“Fidelis Insurance Group” or “FIHL”), a global specialty insurer, today announced the closing of its underwritten secondary public offering (the “Offering”) of 9,000,000 common shares by certain of its shareholders (the “Selling Shareholders”) at a price to the public of $16.00 per common share. The underwriters exercised in full their option to purchase an additional 1,350,000 common shares from the Selling Shareholders, priced at $16.00 per share, less underwriting discounts and commissions.

Barclays, J.P. Morgan, and Goldman Sachs & Co. LLC are acting as Joint Lead Bookrunning Managers for the Offering. Evercore ISI, Citigroup, BMO Capital Markets, Keefe, Bruyette & Woods, A Stifel Company and UBS Investment Bank are acting as Joint Bookrunning Managers for the Offering. Citizens JMP and Dowling & Partners Securities, LLC are acting as Co-Managers for the Offering.

A registration statement relating to the common shares was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2024. The Offering is only being made by means of a prospectus. A prospectus relating to and describing the terms of the Offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the prospectus, may be obtained from: Barclays Capital Inc. c/o Broadridge Financial Solutions, 115 Long Island Avenue Edgewood, NY 11717, by telephone at [phone] or by email at [e-mail]; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at [phone] or by email at [e-mail] and [e-mail]; and Goldman Sachs & Co LLC, Attention: Registration Department, 200 West Street, New York, New York 10282-2198, by telephone at [phone] or by email at [e-mail].

This press release does not constitute an offer to sell or the solicitation of an offer to buy the common shares, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About Fidelis Insurance Group

Fidelis Insurance Group is a global specialty insurer, leveraging strategic partnerships to offer innovative and tailored insurance solutions.

We have a highly diversified portfolio focused on three segments: Specialty, Bespoke, and Reinsurance, which we believe allows us to take advantage of the opportunities presented by evolving (re)insurance markets, proactively shift our business mix across market cycles, and produce superior underwriting returns.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release, in interviews and in related posts constitute “forward-looking statements,” including with respect to the closing of the Offering, and are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Management has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While they believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and are subject to known and unknown risks and uncertainties, many of which are beyond management’s control. These statements involve risks and uncertainties that may cause Fidelis’ actual results, performance or achievements to differ materially from any future results, performance or achievements

---

expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to rely on forward-looking statements, and, except as required by law, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, Fidelis assumes no obligation and does not intend to update or revise these forward-looking statements after the date of this press release, whether as a result of new information, future events, or otherwise.

Fidelis Insurance Group Investor Contact:

Fidelis Insurance Group

Miranda Hunter

[phone]

[e-mail]

Fidelis Insurance Group Media Contacts:

Kekst CNC

[e-mail]

---