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CRO at Fidelis Insurance (FIHL) corrects Form 3 share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3/A

Rhea-AI Filing Summary

Fidelis Insurance Holdings Ltd Chief Risk Officer Michael Justin Pearson filed an amended Form 3 to correct his reported holdings. The amendment increases his beneficial ownership by 17,000 common shares that were previously omitted, bringing the total to 171,461 common shares. This amount includes 40,996 restricted share units (RSUs) subject to time-based vesting, each representing a contingent right to receive one common share upon vesting.

Positive

  • None.

Negative

  • None.
Insider Pearson Michael Justin
Role Chief Risk Officer
Type Security Shares Price Value
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 171,461 shares (Direct, null)
Footnotes (1)
  1. This amendment restates the original Form 3 filed by the Reporting Person on March 18, 2026, solely to correct the amount of securities beneficially owned in Table I, column 2, which inadvertently excluded 17,000 additional common shares beneficially owned by the Reporting Person, and has been corrected herein. Includes 40,996 restricted share units ("RSUs") subject to time-based vesting conditions. Each RSU represents a contingent right to receive one common share upon vesting.
Beneficial ownership 171,461 common shares Total common shares beneficially owned after amendment
Previously omitted shares 17,000 common shares Additional common shares initially excluded, now included in Table I
Restricted share units 40,996 RSUs RSUs subject to time-based vesting, each for one common share
beneficially owned financial
"to correct the amount of securities beneficially owned in Table I, column 2"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
restricted share units ("RSUs") financial
"Includes 40,996 restricted share units ("RSUs") subject to time-based vesting conditions"
time-based vesting conditions financial
"restricted share units ("RSUs") subject to time-based vesting conditions"
contingent right financial
"Each RSU represents a contingent right to receive one common share upon vesting"
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Pearson Michael Justin

(Last)(First)(Middle)
WELLESLEY HOUSE SOUTH
90 PITTS BAY ROAD

(Street)
PEMBROKEHM08

(City)(State)(Zip)

BERMUDA

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
Fidelis Insurance Holdings Ltd [ FIHL ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
03/18/2026
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Risk Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares171,461(1)(2)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This amendment restates the original Form 3 filed by the Reporting Person on March 18, 2026, solely to correct the amount of securities beneficially owned in Table I, column 2, which inadvertently excluded 17,000 additional common shares beneficially owned by the Reporting Person, and has been corrected herein.
2. Includes 40,996 restricted share units ("RSUs") subject to time-based vesting conditions. Each RSU represents a contingent right to receive one common share upon vesting.
Remarks:
/s/ Ida A. Nizankowska-Polus, Attorney-in-Fact04/28/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Fidelis Insurance (FIHL) Chief Risk Officer’s amended Form 3 report?

The amended Form 3 reports that Fidelis Insurance Chief Risk Officer Michael Justin Pearson beneficially owns 171,461 common shares. This updated figure corrects a prior underreporting and now reflects all shares and 40,996 RSUs disclosed as of the amendment.

Why was Michael Justin Pearson’s Form 3 for FIHL amended?

The Form 3 was amended to correct the amount of securities beneficially owned. The original filing inadvertently excluded 17,000 additional common shares held by Pearson, and the amended version restates Table I, column 2 to include these previously omitted shares.

How many Fidelis Insurance common shares does Pearson now beneficially own?

Pearson now beneficially owns 171,461 common shares of Fidelis Insurance Holdings Ltd. This total reflects the corrected amount after adding 17,000 previously omitted shares, and includes both ordinary common shares and restricted share units disclosed in the amendment.

What are the restricted share units (RSUs) reported in Pearson’s FIHL holdings?

Pearson’s reported holdings include 40,996 restricted share units (RSUs) subject to time-based vesting conditions. Each RSU represents a contingent right to receive one common share of Fidelis Insurance Holdings Ltd once the specified vesting requirements are satisfied over time.

Does the amended Form 3 for FIHL indicate any new buy or sell transactions?

The amended Form 3 does not indicate any new buy or sell transactions. It is described as an amendment to restate the beneficially owned amount, focusing solely on correcting Pearson’s ownership total rather than reporting fresh market trades.

How do the RSUs affect Pearson’s total reported ownership in FIHL?

The 40,996 RSUs are included in Pearson’s total of 171,461 common shares as beneficial ownership. Although each RSU is only a contingent right until vesting, they are counted for disclosure purposes because they may convert into one common share upon meeting vesting conditions.