SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A


UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)


Fidelis Insurance Holdings Ltd
(Name of Issuer)


Common Shares, par value $0.01 per share
(Title of Class of Securities)


G3398L118
(CUSIP Numbers)


03/31/2026
(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)




SCHEDULE 13G/A
CUSIP Number(s):
G3398L118


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)
3SEC 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: 7,209,921.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 7,209,921.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

7,209,921.00
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)

8.4 %
12 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13G/A
CUSIP Number(s):
G3398L118


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)
3SEC 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: 7,209,921.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 7,209,921.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

7,209,921.00
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)

8.4 %
12 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13G/A
CUSIP Number(s):
G3398L118


1 Names of Reporting Persons

PBRA (Cayman) Company
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC 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: 7,209,921.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 7,209,921.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

7,209,921.00
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)

8.4 %
12 Type of Reporting Person (See Instructions)

OO, HC



SCHEDULE 13G/A
CUSIP Number(s):
G3398L118


1 Names of Reporting Persons

PBRA, LLC
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC 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: 7,209,921.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 7,209,921.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

7,209,921.00
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)

8.4 %
12 Type of Reporting Person (See Instructions)

OO, HC



SCHEDULE 13G/A
CUSIP Number(s):
G3398L118


1 Names of Reporting Persons

Howard H. Newman
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC 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: 7,209,921.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 7,209,921.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

7,209,921.00
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)

8.4 %
12 Type of Reporting Person (See Instructions)

IN, HC




SCHEDULE 13G/A

Item 1. 
(a) Name of issuer:

Fidelis Insurance Holdings 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 April 24, 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 March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of 7,209,921 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 March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of approximately 8.4% of the Common Shares outstanding. (The beneficial ownership percentage calculation is based on 86,318,571 Common Shares outstanding as of March 6, 2026, as reported by the Issuer in Exhibit 99.1 to its Form 6-K filed with the Securities and Exchange Commission on March 16, 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:

7,209,921

  (iii) Sole power to dispose or to direct the disposition of:

0

  (iv) Shared power to dispose or to direct the disposition of:

7,209,921

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:04/24/2026
 
Pine Brook Feal Intermediate, L.P.
 Signature:/s/ Elan Stukov
 Name/Title:Elan Stukov, Director
 Date:04/24/2026
 
PBRA (Cayman) Company
 Signature:/s/ Elan Stukov
 Name/Title:Elan Stukov, Director
 Date:04/24/2026
 
PBRA, LLC
 Signature:/s/ Elan Stukov
 Name/Title:Elan Stukov, Vice President and Chief Financial Officer
 Date:04/24/2026
 
Howard H. Newman
 Signature:/s/ Howard H. Newman
 Name/Title:Howard H. Newman
 Date:04/24/2026
Exhibit Information: Exhibit 1: Joint Filing Agreement, dated April 24, 2026
Exhibit 1
 
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: April 24, 2026
  
   
 
PINE BROOK ROAD ADVISORS, L.P.
 
By:
PBRA, LLC, its general partner
     
 
By:
/s/ Elan Stukov
   
Elan Stukov, Vice President and Chief Financial Officer
     
 
PINE BROOK FEAL INTERMEDIATE, L.P.
 
By: PBRA (Cayman) Company, as its general partner
     
 
By:
/s/ Elan Stukov
   
Elan Stukov, Director
   
 
PBRA (CAYMAN) COMPANY
   
 
 
By:
/s/ Elan Stukov
 
 
Elan Stukov, Director
   
 
PBRA, LLC
     
 
By:
/s/ Elan Stukov
 
 
Elan Stukov, Vice President and Chief Financial Officer
   
 
HOWARD H. NEWMAN
     
 
By:
/s/ Howard H. Newman
   
Howard H. Newman