Fidelis Insurance Holdings Ltd美股招股说明书(2025-06-12版)

We are offering $400,000,000 aggregate principal amount of 7.750% Fixed-Rate Reset Subordinated Notes due 2055 (the “Notes”). The Notes will bear interest (i) fromthe date of original issuance to, but excluding, June 15, 2035, at the fixed rate of 7.750% per annum and (ii) from, and including, June 15, 2035, during each ResetPeriod (as defined herein), at a rate per annum equal to the Five-Year Treasury Rate (as defined herein) as of the most recent Reset Interest Determination Date (asdefined herein) plus 4.280% to be reset on each Reset Date (as defined herein). Interest on the Notes is payable semi-annually in arrears on June 15 and December 15 ofeach year, beginning on December 15, 2025. Under certain conditions, we will be required to postpone interest payments on the Notes. See “Description of the Notes—Interest—Mandatory Deferral of Interest Payments” and“—Arrears of Interest.” In addition, in certain circumstances, we may elect to defer payment of interest on theNotes. See “Description of Notes—Interest—Optional Deferral of Interest Payments.” The Notes are scheduled to mature on June 15, 2055. Under certain conditions,we will be required to postpone repayment of the Notes on the scheduled maturity date. See “Description of the Notes—General” and“—Conditions to Redemption andRepayment.” The Notes will be unsecured and subordinated obligations of Fidelis Insurance Holdings Limited (“FIHL”) and will rank equally in right of payment with all existingand future unsecured and subordinated debt of FIHL, will rank senior in right of payment to all FIHL’s existing and future junior subordinated debt, and will beeffectively subordinated to all existing and future secured obligations of FIHL to the extent of the security therefor, contractually subordinated to all existing and futureliabilities of our subsidiaries and junior in right of payment to all existing and future senior debt of FIHL. See “Description of the Notes—Ranking.” The Notes will be redeemable at our option (subject to the BMA Redemption Requirements (as defined herein)), in whole or in part, at any time that is not during a ParCall Period (as defined herein), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus a “make whole” premium calculated tothe next Reset Date, plus accrued and unpaid interest, if any. At any time during a Par Call Period, we may (subject to the BMA Redemption Requirements) redeem theNotes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. See“Description of the Notes—Redemption—Make-Whole Redemption” and“—Optional Redemption.” In addition, subject to the BMA Redemption Requirements, the Notes will be redeemable at our option, in whole but not in part, at any time, at a redemption price equalto 100% of the principal amount, plus accrued and unpaid interest, if any, (i) within 90 days of the date on which we have reasonably determined that a CapitalDisqualification Event (as defined herein) has occurred and (ii) after the occurrence of a Tax Event (as defined herein). See “Description of the Notes—Redemption—Optional Redemption upon a Capital Disqualification Event” and “—Optional Redemption upon a Tax Event.” Furthermore, the Notes will be redeemable at our option,subject to the BMA Redemption Requirements, in whole but not in part, at any time, at a redemption price equal to 102% of the principal amount, plus accrued andunpaid interest, if any, within 90 days after the occurrence of a Rating Agency Event (as defined herein). See “Description of the Notes—Redemption—OptionalRedemption upon a Rating Agency Event.” Under certain circumstances set forth in “Description of the Notes—Variation and Substitution,” the Notes may be subject to variation and substitution. The Notes arenot subject to a sinking fund provision. Investing in the Notes involves risks. See “Risk Factors” on pageS-11in this prospectus supplement and on page7in the accompanying prospectus. Proceeds to Fidelis Insurance Holdings Limited (1)The initial public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accrue fromJune 13, 2025 and must be paid by the purchasers if the Notes are delivered after June 13, FIHL will apply for the Notes to be admitted to the official list of the Bermuda Stock Exchange (the “BSX”). However, there can be no assurance that the official listingwill be obtained or, if obtained, maintained. Currently there is no public market for the Notes. The BSX takes no responsibility for the contents of this prospectus supplement, makes no representations as to its accuracy or completeness and expresslydisclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this prospectus supplement. This prospectus supplement includes particulars given in compliance with the Listing Regulatio