Fidelis Insurance Holdings Ltd 2026年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number: 001-41731 FIDELIS INSURANCE HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Bermuda(Jurisdiction of incorporation or organization) 90 Pitts Bay Road, Pembroke, Wellesley House South, Bermuda, HM08(Address of principal executive office) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 96,651,534 common shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large acceleratedfiler”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an errorto previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP☒International Financial Reporting Standards as issued☐Other by the International Accounting Standards Board☐If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ TABLE OF CONTENTS Explanatory NoteCautionary Note Regarding Forward-Looking Statements PART I Item 1.Identity of Directors, Senior Management and AdvisorsItem 2.Offer Statistics and Expected TimetableItem 3.Key InformationItem 4.Information on the CompanyItem 4A.Unresolved Staff CommentsItem 5.Operating and Financial Review and ProspectsItem 6.Directors, Senior Management and EmployeesItem 7.Major Shareholders and Related Party TransactionsItem 8.Financial InformationItem 9.The Offer and ListingItem 10.Additional InformationItem 11.Quantitative and Qualitative Disclosures about Market RiskItem 12.Description of Securities Other than Equity Securities Part II Item 13.Defaults, Dividend Arrearages and DelinquenciesItem 14.Material Modifications to the Rights of Security Holders and Use of ProceedsItem 15.Controls and ProceduresItem 16A.Audit Committee Financial ExpertItem 16B.Code of ConductItem 16C.Principal Accountant Fees and ServicesItem 16D.Exemptions from the Listing Standards for Audit CommitteesItem 16E.Purchases of Equity Securities by the Issuer and Affiliated PurchasersItem 16F.Change in Registrant’s Certifying AccountantItem 16G.Corporate GovernanceItem 16H.Mine Safety DisclosureItem 16I.Disclosure Regarding Foreign Jurisd