First Quarter 2025 Financial Statements

FIDELIS INSURANCE HOLDINGS LIMITED

Unaudited Consolidated Financial Statements

For the Three Months Ended March 31, 2025 and 2024

FIDELIS INSURANCE HOLDINGS LIMITED TABLE OF CONTENTS

Page

Financial Statements

Consolidated Balance Sheets at March 31, 2025 (Unaudited) and December 31, 20243

Consolidated Statements of Income and Comprehensive Income (Unaudited) for the three months ended March 31, 20254 and 2024

Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the three months ended March 31, 2025 and 5 2024

Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2025 and 20246

Notes to the Unaudited Consolidated Financial Statements

Note 1. Nature of Operations7

Note 2. Significant Accounting Policies7

Note 3. Segments8

Note 4. Investments9

Note 5. Fair Value Measurements12

Note 6. Total Cash, Cash Equivalents, Restricted Cash and Restricted Investments 17

Note 7. Derivative Financial Instruments17

Note 8. Reserves for Losses and Loss Adjustment Expenses 18

Note 9. Reinsurance and Retrocessional Reinsurance 19

Note 10. Long Term Debt and Preference Securities 20

Note 11. Commitments and Contingencies21

Note 12. Related Party Transactions22

Note 13. Earnings Per Share23

Note 14. Share Capital Authorized and Issued 23

Note 15. Income Taxes24

Note 16. Subsequent Event24

Management's Discussion and Analysis of Financial Condition and Results of Operation

Overview 25

Performance Measures and Non-GAAP Financial Measures 27

Results of Operations30

Financial Condition, Liquidity and Capital Resources34

Quantitative and Qualitative Disclosures about Market Risk36

‌FIDELIS INSURANCE HOLDINGS LIMITED ("FIHL")

Consolidated Balance Sheets

At March 31, 2025 (Unaudited) and December 31, 2024 (Expressed in millions of U.S. dollars, except for share and per share amounts)

‌FIDELIS INSURANCE HOLDINGS LIMITED

Consolidated Statements of Income and Comprehensive Income (Unaudited)

For the three months ended March 31, 2025 and 2024

(Expressed in millions of U.S. dollars, except for share and per share amounts)

Three Months Ended

See accompanying notes to the consolidated financial statements

‌FIDELIS INSURANCE HOLDINGS LIMITED

Consolidated Statements of Changes in Shareholders' Equity (Unaudited)

For the three months ended March 31, 2025 and 2024 (Expressed in millions of U.S. dollars)

Three Months Ended

1. ‌Nature of Operations

   FIDELIS INSURANCE HOLDINGS LIMITED

   Notes to Consolidated Financial Statements (Unaudited) (Expressed in millions of U.S. dollars)

   Fidelis Insurance Holdings Limited ("Fidelis" and together with its subsidiaries, the "Group") is a holding company which was incorporated under the laws of Bermuda on August 22, 2014. The Group is a global specialty underwriter of insurance and reinsurance. Fidelis' principal operating subsidiaries are:

   • Fidelis Insurance Bermuda Limited ("FIBL") is a Class 4 Bermuda domiciled company which writes most of the Group's reinsurance business, as well as writing insurance lines. FIBL is regulated by the Bermuda Monetary Authority.

   • Fidelis Underwriting Limited ("FUL") is a U.K. domiciled company which principally writes insurance, as well as reinsurance. FUL is regulated by the Prudential Regulation Authority ("PRA") and the Financial Conduct Authority ("FCA").

   • Fidelis Insurance Ireland DAC ("FIID") is a Republic of Ireland domiciled company that writes insurance and reinsurance within the European Economic Area. FIID is regulated by the Central Bank of Ireland ("CBI").

   • FIHL (UK) Services Limited ("FSL") is a U.K. service company that also has a branch in Ireland.

     On January 3, 2023, the Group distributed its investment in Fidelis Marketing Limited ("FML") and Pine Walk Capital Limited ("Pine Walk") to shareholders to form a new managing general underwriter business ("The Fidelis Partnership" or "TFP") and The Fidelis Partnership was acquired by a consortium of investors.

     Through various long-term contractual agreements, effective from January 1, 2023 The Fidelis Partnership manages origination, underwriting, underwriting administration and claims handling under delegated authority agreements with the Group. Other services provided by The Fidelis Partnership to the Group include sourcing and administering outwards reinsurance, support with business planning, capital management, insurance contract accounting and information technology.

     On July 3, 2023, Fidelis completed an initial public offering ("IPO") of an aggregate of 15,000,000 common shares, including 7,142,857 common shares sold by Fidelis and 7,857,143 common shares sold by certain selling shareholders, at an offering price of

     $14.00 per common share. The net proceeds of the offering to Fidelis were $89.4 million, after deducting underwriting discounts, commissions, and other offering expenses paid by the Group. Fidelis' common shares are listed on the New York Stock Exchange under the symbol "FIHL".

     On May 22, 2024, the Group established a Lloyd's corporate member, Nameco (No 1404) Limited (the "Fidelis IG Corporate Member"), a wholly owned subsidiary of FIBL, to facilitate its participation, which is 7.4% in the 2025 year of account (9.9% for the 2024 year of account) in Syndicate 3123's underwriting activity commencing July 1, 2024.

2. ‌Significant Accounting Policies Basis of presentation

   The unaudited consolidated financial statements include the results of FIHL and its subsidiaries and have been prepared in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, in Fidelis' Form 20-F filed with the Securities and Exchange Commission on March 11, 2025.

   All intercompany balances and transactions have been eliminated on consolidation. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normally recurring accruals) necessary for a fair statement of results on an interim basis. The results of any interim period are not necessarily indicative of the results for a full year or any future periods. The consolidated financial statements have been prepared on a going concebasis.

   Reporting currency

   The financial information is reported in United States dollars ("U.S. dollars" or "$"), expressed in millions, except for share and per share amounts.

   Significant Accounting Policies

   There were no notable changes to the Group's significant accounting policies subsequent to December 31, 2024.

3. ‌Segments

   The chief operating decision maker ("CODM") reviews the Group's ongoing underwriting operations across two operating segments: Insurance and Reinsurance. In determining how to allocate resources and assess the performance of the Group's underwriting results, management considers many factors including the nature of the insurance product offered, the risks that are covered and the nature of the client.

   • The Insurance segment comprises a specialized portfolio of risks that includes Property, Marine, Asset Backed Finance & Portfolio Credit, Aviation & Aerospace, Political Risk, Violence & Terror, Energy, Cyber, and Other Insurance risks.

   • The Reinsurance segment is primarily a residential property catastrophe book, which includes Property and Retro & Whole Account reinsurance.

The Group also has an "Other" category that includes general and administrative expenses and The Fidelis Partnership commissions.

Assets are not allocated to segments, nor are general and administrative expenses allocated between segments as employees, including underwriters, may work across different segments. The Fidelis Partnership commissions (see Note 12, Related Party Transactions) are not allocated to segments as they are not included in the measure of segment profit reviewed by the CODM, nor is a segment analysis of such expenses provided in other information reviewed by the CODM.

Prior to the fourth quarter of 2024, we reported our results across three operating segments (Specialty, Bespoke and Reinsurance), organized on the basis of insurance and reinsurance lines of business. In the fourth quarter of 2024, our CODM's view of the business, how resources are allocated, and performance is assessed was amended so that the Bespoke segment was incorporated into the Specialty segment, and the Specialty segment was subsequently renamed as the Insurance segment. The results for the three months ended March 31, 2024 have been reclassified to conform to the new structure.

The following tables summarize the Group's segment disclosures:

Three Months Ended March 31, 2025

(1) Underwriting ratios are calculated by dividing the related expense by net premiums earned.

Three Months Ended March 31, 2024

At March 31, 2025, the Group's investments are substantially all managed by external investment managers through individual investment management agreements. The Group monitors activity and performance of the external managers on an ongoing basis.

1. Fixed maturity securities

   The following table summarizes the fair value of fixed maturity investments:

   March 31, 2025

   	Amortized Cost	Unrealized gains	Unrealized losses	Fair value
   U.S. Treasuries	$ 547.0	$ 5.7	$ (0.3)	$ 552.4
   Agencies	9.4	-	-	9.4
   Non-U.S. government	53.1	0.4	(0.1)	53.4
   Corporate bonds	1,875.3	23.1	(0.9)	1,897.5
   Residential mortgage-backed	243.2	3.4	(0.1)	246.5
   Commercial mortgage-backed	0.6	-	-	0.6
   Other asset-backed securities	318.7	2.2	(0.2)	320.7
   Total fixed maturity securities	$ 3,047.3	$ 34.8	$ (1.6)	$ 3,080.5

   December 31, 2024

   	Amortized Cost	Unrealized gains	Unrealized losses	Fair value
   U.S. Treasuries	$ 747.6	$ 2.1	$ (3.1)	$ 746.6
   Agencies	11.5	-	-	11.5
   Non-U.S. government	46.6	0.1	(0.3)	46.4
   Corporate bonds	1,906.3	10.9	(4.0)	1,913.2
   Residential mortgage-backed	279.5	0.8	(1.2)	279.1
   Commercial mortgage-backed	-	0.4	-	0.4
   Other asset-backed securities	412.3	2.3	(0.2)	414.4
   Total fixed maturity securities	$ 3,403.8	$ 16.6	$ (8.8)	$ 3,411.6

   Review of the fixed maturity securities is performed on a regular basis to consider concentration, credit quality and compliance with established guidelines. For individual fixed maturity securities, nationally recognized statistical rating organizations are used and the middle of three ratings or the lower of two is taken. The composition of the fair values of fixed maturity securities by credit rating is as follows:

   March 31, 2025 December 31, 2024

   	Fair Value	%	Fair Value	%
   AAA	$ 299.2	10%	$ 399.4	12%
   AA	996.9	32%	1,245.6	37%
   A	1,242.9	40%	1,270.9	37%
   BBB	463.0	15%	453.1	13%
   Below BBB	78.5	3%	42.6	1%
   Total fixed maturity securities	$ 3,080.5	100%	$ 3,411.6	100%

   The contractual maturities for fixed maturity securities are listed in the following table:

   March 31, 2025 December 31, 2024

   	Amortized Cost	Fair Value	Amortized Cost	Fair Value
   Due in one year or less	$ 148.2	$ 148.7	$ 147.9	$ 147.6
   Due after one year through five years	1,878.9	1,901.0	2,141.2	2,149.8
   Due after five years through ten years	700.4	707.5	767.7	766.7
   Due after ten years	319.8	323.3	347.0	347.5
   Total fixed maturity securities	$ 3,047.3	$ 3,080.5	$ 3,403.8	$ 3,411.6

   Expected maturities may differ from contractual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Additionally, lenders may have the right to put the securities back to the borrower.

2. Short-term investments

   The Group's short-term investments consist of U.S. Treasuries, corporate bonds and other asset-backed securities with maturities of 90 days or greater but less than one year at the time of purchase:

   March 31, 2025

   Amortized Cost

   Unrealized gains

   Unrealized losses

   Fair value

   U.S. Treasuries	$ 143.6	$ - $ - $ 143.6
   Corporate bonds	0.5	- - 0.5
   Other asset-backed securities	0.3	- - 0.3
   Total short-term investments	$ 144.4	$ - $ - $ 144.4

   December 31, 2024

   Amortized Cost

   Unrealized gains

   Unrealized losses

   Fair value

   U.S. Treasuries	$ 220.5	$ 0.2	$ - $ 220.7
   Corporate bonds	1.1	-	- 1.1
   Other asset-backed securities	0.3	-	- 0.3
   Total short-term investments	$ 221.9	$ 0.2	$ - $ 222.1

   The composition of the fair values of short-term investments by credit rating is as follows:

   March 31, 2025 December 31, 2024

   	Fair Value	%	Fair Value	%
   AAA	$ 0.3	-%	$ 0.3	-%
   AA	143.6	100%	220.7	100%
   BBB	-	-%	0.2	-%
   Below BBB	0.5	-%	0.9	-%
   Total short-term investments	$ 144.4	100%	$ 222.1	100%

3. Available-for-sale - net loss position

   The following table summarizes, by type of security, the aggregate fair value and gross unrealized loss by length of time the security has been in an unrealized loss position for the Group's available-for-sale portfolio:

   March 31, 2025

   		0 - 12 months	> 12 months
   	Fair	Gross unrealized	Gross unrealized	Number of
   	value	losses	losses	securities
   U.S. Treasuries	$ 82.0	$ (0.1)	$ (0.2)	26
   Agencies	1.9	-	-	1
   Non-U.S. government	3.8	-	(0.1)	5
   Corporate bonds	119.5	(0.7)	(0.2)	603
   Residential mortgage-backed	10.4	(0.1)	-	5
   Commercial mortgage-backed	0.4	-	-	1
   Other asset-backed securities	82.1	(0.2)	-	60
   Total	$ 300.1	$ (1.1)	$ (0.5)	701
   December 31, 2024
   		0 - 12 months	> 12 months
   	Fair	Gross unrealized	Gross unrealized	Number of
   	value	losses	losses	securities
   U.S. Treasuries	$ 307.6	$ (2.8)	$ (0.3)	48
   Agencies	4.0	-	-	2
   Non-U.S. government	23.7	(0.1)	(0.2)	11
   Corporate bonds	543.6	(3.4)	(0.6)	310
   Residential mortgage-backed	91.9	(1.1)	(0.1)	35
   Other asset-backed securities	64.7	(0.2)	-	25
   Total	$ 1,035.5	$ (7.6)	$ (1.2)	431

   At March 31, 2025 on a security level basis, 701 securities out of a total of approximately 2,973 securities were in an unrealized loss position and the largest unrealized loss from a single security in the Group's fixed maturity portfolio was $0.2 million. At December 31, 2024, on a security level basis, 431 securities out of a total of approximately 1,713 securities were in an unrealized loss position and the largest unrealized loss from a single security in the Group's fixed maturity portfolio was $0.5 million.

4. Allowance for expected credit losses - available-for-sale

   The following table provides a roll forward of the allowance for expected credit losses of the Group's securities classified as available-for-sale:

   Three months ended

   	March 31, 2025	March 31, 2024
   Balance at beginning of period	$ 5.9	$ 1.3
   Expected credit losses on securities where credit losses were not previously recognized	0.5	0.5
   Additions/(reductions) for expected credit losses on securities where credit losses were previously (4.4) 0.8 recognized

   Securities sold/redeemed/matured (0.1) (0.2)

   Balance at end of period $ 1.9 $2.4

The Group assesses each quarter whether the decline in the fair value of an available-for-sale investment below its amortized cost is the result of a credit loss. All available-for-sale securities with unrealized losses are reviewed. The Group considers many factors to determine whether a credit loss exists, including the extent to which fair value is below cost, the implied yield to maturity, rating downgrades of the security and whether or not the issuer has failed to make scheduled principal or interest payments. The Group also takes into consideration information about the financial condition of the issuer and industry factors that could negatively impact the capital markets.

If the decline in fair value of an available-for-sale security below its amortized cost is considered to be the result of a credit loss, the Group compares the estimated present value of the cash flows expected to be collected to the amortized cost of the security. The extent to which the estimated present value of the cash flows expected to be collected is less than the amortized cost of the security represents the expected credit loss, which is recorded as an allowance and recognized in net income.

1. Other investments, at fair value

   The Group's other investments are comprised of investments in hedge funds. The following table provides a summary of the Group's hedge fund investments by investment strategy:

   March 31, 2025 December 31, 2024

   	Fair Value	%	Fair Value	%
   Credit	$ 22.9	11%	$ 22.3	12%
   Global macro	45.0	22%	44.8	22%
   Long/short	44.1	22%	44.9	22%
   Multi-strategy and event-driven	90.0	45%	89.0	44%
   	$ 202.0	100%	$ 201.0	100%

   These hedge funds are redeemable over periods ranging from one month to greater than twelve months.

   The common redemption restrictions which may impact the Group's ability to redeem hedge funds are lockup periods, hold-backs and gates. A lockup period is the initial amount of time an investor is contractually required to remain invested in the fund before having the ability to redeem in whole or in part. A hold-back entitles the fund to retain up to 10% of a total redemption request, pending completion of the external audit for the financial year in which the redemption occurs. A gate is a suspension of redemptions which may be implemented by the investment manager of the fund to defer, in whole or in part, the redemption request in the event the aggregate amount of redemption requests exceeds a specified percentage of the fund's net assets. At March 31, 2025, approximately 86% of the total hedge fund investment can be redeemed within the next twelve months, while approximately 14% of the total hedge fund investment could be subject to lock-ups or hold-backs and is not redeemable within twelve months. At March 31, 2025, none of the hedge funds was subject to a gate.

2. Net investment income and net realized and unrealized investment gains

The components of net investment retuare as follows:

Three Months Ended

1. ‌Fair Value Measurements

   FASB ASC 820-10, Fair Value Measurements and Disclosures, defines fair value, establishes a consistent framework for measuring fair value and requires disclosures about fair value measurements. The standard requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

   Fair value hierarchy

   FASB ASC 820-10 specifies a hierarchy of inputs based on whether the inputs are observable or unobservable. Observable inputs are developed using market data and reflect market participant assumptions, while unobservable inputs reflect the Group's market assumptions. The fair value hierarchy is as follows:

   • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities traded in active markets. The fair value is determined by multiplying the quoted price by the quantity held by the Group.

   • Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices (e.g. interest rates, yield curves, prepayment spreads, default rate, etc.) for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or can be corroborated by observable market data.

   • Level 3: Inputs to the valuation methodology are unobservable for the asset or liability and are significant to the fair value measurement. Significant management assumptions can be used to establish management's best estimate of the assumptions used by other market participants in determining the fair value of the asset or liability.

     As required under the fair value hierarchy, the Group considers relevant and observable market inputs in its valuations where possible. The frequency of transactions, the size of the bid-ask spread and the amount of adjustment necessary when comparing similar transactions are all factors in determining the liquidity of markets and the relevance of observable prices in those markets.

     The Group's policy with respect to transfer between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period.

     Determination of fair value

     The following section describes the valuation methodologies used by the Group to measure assets and liabilities at fair value, including an indication of the level within the fair value hierarchy in which each asset or liability is generally classified.

     Fixed maturity securities

     Fair values for all securities in the fixed income investment portfolio are independently provided by the investment administrator, investment custodians, and investment managers, each of which utilize internationally recognized independent pricing services.

     For determining the fair value of securities that are not actively traded, in general, pricing services use "matrix pricing" in which the independent pricing service uses observable market inputs including, but not limited to, reported trades, benchmark yields, broker-dealer quotes, interest rates, prepayment spreads, default rates and such other inputs as are available from market sources to determine a reasonable fair value.

     The following describes the techniques generally used to determine the fair value of the Group's fixed maturity securities by asset class.

   • U.S. Treasuries are bonds issued by the U.S. government. The significant inputs used to determine the fair value of these securities are based on quoted prices in active markets for identical assets and are therefore classified within Level 1.

   • Agency securities consist of securities issued by U.S. and non-U.S. government sponsored agencies such as the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, government development banks and other agencies which are not mortgage pass-through. The fair values of these securities are classified as Level 2.

   • Non-U.S. government securities consist of bonds issued by non-U.S. governments and supranationals. The significant inputs used to determine the fair value of these securities include the spread above the risk-free yield curve, reported trades and broker-dealer quotes. These are considered to be observable market inputs and, therefore, the fair values of these securities are classified within Level 2.

   • Corporate bonds consist primarily of investment-grade debt of a wide variety of corporate issuers and industries. When available, significant inputs are used to determine the fair value of these securities and are based on quoted prices in active markets for similar assets. When not available, the fair values of these securities are determined using the spread above the risk-free yield curve, reported trades, broker-dealer quotes, benchmark yields, and industry and market indicators. The fair values of these securities are classified as Level 2.

   • Residential mortgage-backed securities include agency mortgage-backed securities and agency collateralized mortgage obligations. These are individually evaluated using option adjusted spreads ("OAS") and nominal spreads. The OAS valuations use a third-party prepayment model and OAS. Spreads are based upon tranche type and average life volatility. These spreads are gathered from dealer quotes, trade prices, and the new issue market. The fair values of these securities are classified as Level 2.

   • Commercial mortgage-backed securities consist of investment grade bonds backed by pools of loans with underlying collateral. Securities held in this sector are primarily priced by pricing services. Inputs to the valuation process include broker-dealer quotes and other available trade information, prepayment speeds, current price data, the swap curve as well as cash settlement. The fair values of these securities are classified as Level 2.

   • Other asset-backed securities consist of investment grade bonds backed by pools of loans with underlying collateral. The underlying collateral for asset-backed securities consists mainly of student loans, automobile loans and credit card receivables. These securities are primarily priced by index providers and pricing vendors. Inputs to the valuation process include broker-dealer quotes and other available trade information, prepayment speeds, tranche type, interest rate data and credit spreads. The Group classifies these securities within Level 2.

     Short-term investments

     The Group's short-term investments are classified within the fair value hierarchy using the methodologies specified for our fixed maturity securities above.

     The Group also invests in money market funds that are classified within Level 1 as their fair values are based on the publicly available net asset value per share.

     Derivative assets and liabilities

     Exchange-traded derivatives, measured at fair value using quoted prices in active markets, where available, are classified as Level 1 of the fair value hierarchy.

     Derivatives without quoted prices in an active market and derivatives executed over the counter are valued using internal valuation techniques that consider the time value of money, volatility, the current market and contractual prices of underlying financial instruments. These derivative instruments are classified as either Level 2 or Level 3 depending upon the observability of the significant inputs to the model. The valuation techniques and key inputs depend on the type of derivative and the nature of the underlying instrument.

     The following tables present the financial instruments measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024:

     March 31, 2025

     Assets Level 1 Level 2 Level 3 Total

     Cash equivalents - money market funds $ 463.5 $ - $ - $ 463.5

Fixed maturity securities

December 31, 2024

Assets Level 1 Level 2 Level 3 Total

Fixed maturity securities

There were no transfers into or out of Level 1 and Level 2 during the three months ended March 31, 2025 and the year ended December 31, 2024.

Fair value of financial instrument liabilities

The following table includes financial instruments for which the carrying value differs from the estimated fair values at March 31, 2025 and December 31, 2024. The fair values of the below financial instruments are based on observable inputs and are considered Level 2 measurements.

March 31, 2025 December 31, 2024

1. ‌Total Cash, Cash Equivalents, Restricted Cash and Restricted Investments

   The Group has cash and investments in trust funds that support the insurance contracts written on certain lines of business and in segregated portfolios primarily to provide collateral for letters of credit.

   The following table provides a summary of cash and cash equivalents, restricted cash and restricted investments at March 31, 2025 and December 31, 2024:

   	March 31, 2025	December 31, 2024
   Cash and cash equivalents	$ 733.4	$ 743.0
   Restricted cash securing letter of credit facilities	42.2	51.6
   Restricted cash securing reinsurance contracts	152.1	152.0
   Total cash, cash equivalents and restricted cash	927.7	946.6
   Restricted investments securing reinsurance contracts and letter of credit facilities	1,277.8	1,328.7
   Total cash, cash equivalents, restricted cash and restricted investments	$ 2,205.5	$ 2,275.3

2. ‌Derivative Financial Instruments

   The Group enters into derivative instruments such as futures and swaps primarily for fixed income portfolio interest rate and credit exposure management, and forward contracts for foreign currency exposure management. The Group's derivative instruments are generally traded under International Swaps and Derivatives Association master agreements, which establish the terms of the transactions entered into with the Group's derivative counterparties. In the event one party becomes insolvent or otherwise defaults on its obligations, a master agreement generally permits the non-defaulting party to accelerate and terminate all outstanding transactions and net the transactions' marked-to-market values so that a single sum in a single currency will be owed by, or owed to, the non-defaulting party. Effectively, this contractual close-out netting reduces credit exposure from gross to net exposure.

   The following tables identify the listing currency, fair value and notional amounts of derivative instruments included in the Consolidated Balance Sheets, categorized by primary underlying risk:

   March 31, 2025 December 31, 2024

   Listing currency

   (1)

   Notional

   amounts(2)Fair value

   Notional

   amounts(2)Fair value

   Derivative assets
   Credit default swaps	USD	$ 28.7	$ 0.1	$ - $ -
   Total derivative assets		$ 28.7	$ 0.1	$ - $ -

   Derivative liabilities

   Forwards

   (3) AUD/CAD/EUR/

   GBP/JPY/NZD

   $ 102.1 $ (1.7) $ 31.0 $ (0.5)

   Total derivative liabilities $ 102.1 $ (1.7) $ 31.0 $ (0.5)

   1. AUD = Australian Dollar, CAD = Canadian Dollar, EUR = Euro, GBP = British Pound Sterling, JPY = Japanese Yen, NZD = New Zealand dollar, and USD =

      United States Dollar

   2. The absolute notional exposure represents the Group's derivative activity, which is representative of the volume of derivatives held during the period.

   3. Contracts used to manage foreign currency risks in underwriting and non-investment operations.

   The following table presents the Group's net realized gains/(losses) and change in net unrealized gains/(losses) relating to derivative trading activities for the three months ended March 31, 2025 and 2024. Net realized gains/(losses) and net unrealized gains/(losses) related to derivatives are included in net realized and unrealized investment gains/(losses) and net foreign exchange (gains)/losses in the Consolidated Statements of Income.

   Three Months Ended

   March 31, 2025 March 31, 2024

   	Net realized gains/(losses)	Change in net unrealized gains/(losses)	Net realized gains/(losses)	Change in net unrealized gains/ (losses)
   Fixed income portfolio management
   Credit default swaps	$ -	$ -	$ -	$ -
   Total fixed income derivatives	-	-	-	-
   Foreign exchange contracts
   Forwards (1)	(3.2)	(1.3)	(2.9)	0.9
   Total	$ (3.2)	$ (1.3)	$ (2.9)	$ 0.9

   1. Contracts used to manage foreign currency risks in underwriting and non-investment operations.

   The Group obtains/provides collateral from/to counterparties for over-the-counter derivative financial instruments in accordance with bilateral credit facilities.

   The Group does not offset its derivative instruments and presents all amounts in the Consolidated Balance Sheets on a gross basis. Unrealized gains are included within other assets and unrealized losses are included within other liabilities. The Group has pledged cash collateral to counterparties to support the current value of amounts due to the counterparties based on the value of the underlying security.

3. ‌Reserves for Losses and Loss Adjustment Expenses

   The reserves for losses and loss adjustment expenses include an amount determined from reported claims, and estimates based on historical loss experience and industry statistics for losses incurred but not reported using a variety of actuarial methods.

   The reserve estimates contain an inherent level of uncertainty and actual results may vary, potentially significantly, from the estimates the Group has made. Reserves are reviewed on a quarterly basis and estimates are adjusted to reflect emerging claims experience.

   The unpaid reported reserves for losses and loss adjustment expenses are established by management based on reports from brokers, ceding companies and insureds and represent the estimated ultimate cost of events or conditions that have been reported to, or specifically identified by the Group.

   Losses and loss adjustment expenses incurred but not reported ("IBNR") reserves are established by management based on actuarial estimates of ultimate losses and loss adjustment expenses. Inherent in the estimate of ultimate losses and loss adjustment expenses are expected trends in claim severity, frequency of large losses and catastrophes, and other factors which may vary significantly as claims are settled.

   Actuarial inputs include the Group's own growing loss experience, historical insurance industry loss experience, estimates of pricing adequacy trends and management's professional judgement. Due to the limited historical data available, reliance is placed upon industry data and a review of individual policies. Estimates are calculated at the lowest level line of business, separately for gross and ceded, and for attritional, large and catastrophic claims.

   The Group estimates reserves for unallocated claims adjustment expenses ("ULAE") based on a percentage of loss reserves as determined by management. However, this may be overridden in exceptional circumstances where this approach is not deemed appropriate. There were no material changes made to the Group's methodology for calculating reserves for unallocated claims adjustment expenses for the three months ended March 31, 2025.

   The following table presents a reconciliation of reserves for losses and loss adjustment expenses for the three months ended March 31, 2025 and 2024:

   	March 31, 2025	March 31, 2024
   Reserves for losses and loss adjustment expenses, beginning of period	$ 3,134.3	$ 2,448.9
   Reinsurance recoverable on reserves for losses and loss adjustment expenses	(1,255.6)	(1,108.6)
   Net reserves for losses and loss adjustment expenses, beginning of period	1,878.7	1,340.3
   Net losses and loss adjustment expenses incurred in respect of losses occurring in:
   Current year	470.0	249.3
   Prior years	(40.8)	(67.0)
   Total incurred	429.2	182.3
   Net losses and loss adjustment expenses paid in respect of losses occurring in:
   Current year	(89.4)	(6.0)
   Prior years	(610.9)	(101.3)
   Total paid	(700.3)	(107.3)
   Foreign exchange	8.9	(9.4)
   Net reserves for losses and loss adjustment expenses, end of period	1,616.5	1,405.9
   Reinsurance recoverable on reserves for losses and loss adjustment expenses	1,491.9	1,135.2
   Reserves for losses and loss adjustment expenses, end of period	$ 3,108.4	$ 2,541.1

   As a result of the changes in estimates of insured events in prior years, the reserves for losses and loss adjustment expenses net of reinsurance recoveries decreased by $40.8 million for the three months ended March 31, 2025 (2024: decreased by $67.0 million).

   Net favorable development for the three months ended March 31, 2025 resulted from better than expected loss development in both segments, partially offset by net adverse development in the Aviation and Aerospace line of business in the Insurance segment.

   The favorable development in the Reinsurance segment of $33.3 million was driven by positive development on catastrophe losses and benign prior year attritional experience. The favorable development in the Insurance segment of $7.5 million was driven primarily by better than expected loss emergence in our Property and Other Insurance lines of business, partially offset by an increase in our Aviation & Aerospace line of business related to the Ukraine Conflict. This increase includes the impact of the settlement of certain aviation litigation related claims during the quarter.

   Net favorable development for the three months ended 2024 resulted from better than expected loss development across both segments. The favorable development in the Insurance segment of $42.7 million was driven primarily by better than expected loss emergence in the Marine and Property lines of business. The favorable development in the Reinsurance segment of $24.3 million was driven by benign prior year attritional experience.

4. ‌Reinsurance and Retrocessional Reinsurance

   In the normal course of business, the Group purchases reinsurance and retrocessional protection to mitigate its loss exposure. The Group is exposed to the credit risk of the reinsurers, including the risk that one of its reinsurers becomes insolvent or otherwise unable or unwilling to pay policyholder claims. This credit risk is generally mitigated by either selecting well capitalized, highly rated authorized capacity providers or requiring that the capacity provider post collateral to secure the reinsured risks, which, in some instances, exceeds the related reinsurance recoverable. Allowances are established for amounts deemed uncollectible.

   The Group evaluates the financial condition of its reinsurers on a regular basis and monitors concentrations of credit risk with reinsurers. At March 31, 2025, the reinsurance balance recoverable on reserves for losses and loss adjustment expenses was $1,491.9 million (December 31, 2024: $1,255.6 million) and the reinsurance balance recoverable on paid losses was $296.1 million (December 31, 2024: $278.4 million). In evaluating the allowance for expected credit losses, the Group assesses the probability of default and loss given default for each reinsurer. This uses counterparty ratings from a major rating agency and an assessment of the current market conditions for the likelihood of default. Although the Group has not experienced any credit losses to date, an inability of its reinsurers or retrocessionaires to meet their obligations to it over the relevant exposure periods for any reason could have a material adverse effect on its financial condition and results of operations.

   The allowance for expected credit losses of the Group's reinsurance recoverables on paid losses and on reserves for losses and loss adjustment expenses at March 31, 2025 was $0.2 million and $0.8 million, respectively (December 31, 2024: $0.2 million and $0.8 million).

5. ‌Long Term Debt and Preference Securities

   Long-term debt

   On June 18, 2020, the Group issued $300.0 million and on July 2, 2020 the Group issued a further $30.0 million of its 4.875% Senior Notes due June 30, 2030 (collectively, the "Senior Notes"), with interest payable on June 30 and December 30 of each year, commencing on December 30, 2020. The Senior Notes are redeemable at the applicable redemption price, subject to the terms described in the indenture for the Senior Notes. However, the Senior Notes may not be redeemed at any time prior to their maturity if enhanced capital requirements, as established by the Bermuda Monetary Authority ("BMA"), would be breached immediately before or after giving effect to the redemption of such notes, unless, in each case, the Group replaces the capital represented by the Senior Notes to be redeemed with capital having equal or better capital treatment as the notes under applicable BMA rules. The Senior Notes contain covenants, including limitations on liens on the stock of certain designated subsidiaries, limitations on consolidations, mergers, amalgamations and sales of substantially all assets and certain reporting obligations.

   On October 16, 2020, the Group issued $105.0 million, and on October 20, 2020, the Group issued a further $20.0 million of its 6.625% Fixed-Rate Reset Junior Subordinated Notes due April 1, 2041 (collectively, the "Junior Notes") with interest payable on April 1 and October 1 of each year, commencing on April 1, 2021. The interest rate is reset on April 1, 2026 at the U.S. five-year treasury rate on the reset interest determination date plus 6.323%, and every five years thereafter. The Junior Notes are redeemable at par value for six months after each interest rate reset date. The Junior Notes contain covenants, including limitations on liens on the stock of certain designated subsidiaries, limitations on consolidations, mergers, amalgamations and sales of substantially all assets and certain reporting obligations.

   The following table sets forth the principal amount of the debt issued as well as the unamortized discount and debt issuance costs at March 31, 2025 and December 31, 2024:

   March 31, 2025 December 31, 2024

   	Principal	Unamortized discount and debt issuance costs	Principal	Unamortized discount and debt issuance costs
   4.875% Senior notes due 2030	$ 330.0	$ (4.2)	$ 330.0	$ (4.4)
   6.625% Fixed Rate Reset Junior Subordinated notes due 2041	125.0	(1.7)	125.0	(1.7)
   Total	$ 455.0	$ (5.9)	$ 455.0	$ (6.1)

   Preference securities

   In 2015, the Group issued shares of cumulative 9% preference securities with a redemption price equal to $10,000 per share, plus all declared and unpaid dividends (the "Preference Securities"). The Preference Securities are subject to mandatory redemption on June 15, 2050. The Preference Securities are subject to redemption at the option of the Group as follows: (i) if the redemption occurs prior to December 15, 2025, at an amount equal to the present value (calculated using the Treasury Rate for the remaining term to December 15, 2025, plus 0.5%) of the redemption price plus the remaining scheduled dividend payments up to December 15, 2025; or

   (ii) if the redemption occurs after December 15, 2025, at an amount equal to the redemption price plus all accrued and unpaid dividends, if any, through the date of redemption. In the three months ended March 31, 2025, the Group provided notice of redemption to holders of the Preference Securities.

   Holders of Preference Securities are entitled to receive quarterly dividend payments on March 15, June 15, September 15, and December 15 only when, and if, declared by the Group's Board of Directors. To the extent declared, these dividends will accumulate, with respect to each dividend period, in the amount per share equal to 9% of the $10,000 liquidation preference per annum. From December 15, 2025, the dividend rate resets to the greater of: (i) three-month LIBOR plus 9.773% and (ii) 9%, determined quarterly. Due to the discontinuation of LIBOR on June 30, 2023, an alternative reference rate will be determined in advance of the interest rate reset date. Currently the holders of all Preference Securities do not have any voting rights.

   During the three months ended March 31, 2025, the Group paid quarterly preference dividends of $1.3 million (2024: $1.3 million) to holders of the Group's Preference Securities. The preference dividends are recorded as a component of financing costs on the Consolidated Statements of Income. At March 31, 2025, dividends payable of $0.2 million (December 31, 2024: $0.2 million) are included in other liabilities. No other outstanding amounts are payable to holders of the Preference Securities.

   	March 31, 2025	December 31, 2024
   Preference securities, par value $0.01 per share
   Authorized	1,000,000	1,000,000
   Issued and outstanding:
   9% cumulative preference shares	5,835	5,835

6. ‌Commitments and Contingencies

   1. Letter of credit facilities

      At March 31, 2025, the Group had the following letter of credit facilities:
      		March 31, 2025
      Bank	Commitment	In Use	Date of Expiry
      Lloyds Bank plc(2)
      Unsecured	$ 25.0	$ 19.8	September 21, 2025
      Secured	100.0	52.7	September 21, 2025
      Total Lloyds Bank Plc	125.0	72.5
      Citibank N.A. London branch(1)(2)
      Secured	70.0	35.3	December 31, 2025
      Total Citibank N.A. London branch	70.0	35.3
      Barclays Bank plc(1)(2)
      Unsecured	60.0	37.5	September 13, 2025
      Secured	80.0	39.3	September 13, 2025
      Total Barclays Bank plc	140.0	76.8
      Bank of Montreal(1)(2)
      Unsecured	40.0	29.4	September 18, 2025
      Secured	100.0	40.4	September 18, 2025
      Total Bank of Montreal	140.0	69.8
      Total letters of credit facilities	$ 475.0	$ 254.4

      1. Letters of credit can be issued under the Standby Letter of Credit Facilities for the purposes of supporting insurance and reinsurance obligations.

      2. The Facility agreements allow for additional capacity in the form of accordions and uncommitted amounts. The maximum additional capacity from the lenders as of March 31, 2025, was: Lloyds Bank plc $50.0 million; Citibank N.A. London Branch $200.0 million; Barclays Bank plc $80.0 million; and Bank of Montreal

         $60.0 million.

         The following table shows the collateral underlying the secured letter of credit facilities:
         Bank	March 31, 2025
         Lloyds Bank plc	$ 63.5
         Citibank N.A. London branch	41.1
         Barclays Bank plc	54.1
         Bank of Montreal	47.0
         Total	$ 205.7

         The Group's letter of credit facilities are generally bilateral agreements with a one or two year term. The letters of credit issued under the secured letter of credit facilities are fully collateralized. All the above facilities are subject to various affirmative, negative and financial covenants that the Group considers to be customary for such borrowings including certain minimum net worth and maximum debt to capitalization standards.

   2. Legal proceedings

      From time to time in the normal course of business, the Group may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation, the outcomes of which determine the rights and obligations of the Group under the Group's (re)insurance contracts, and other contractual agreements, or other matters as the case may be. In some disputes, the Group may seek to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Group may resist attempts by others to collect funds or enforce alleged rights. While the final outcome of legal disputes that may arise cannot be predicted with certainty, the Group does not believe that the eventual outcome of any specific litigation, arbitration or alternative dispute resolution proceedings to which the Group is currently a party will have a material adverse effect on the financial condition of the Group's business as a whole after consideration of any applicable reserves.

   3. Concentration of credit risk

   Credit risk arises out of the failure of a counterparty to perform according to the terms of the contract. The Group underwrites a significant portion of its (re)insurance business through brokers and as a result credit risk exists should any of these brokers be unable to fulfil their contractual obligations with respect to the payments of premium or failure to pass on claims, if there is risk transfer, to the Group. The Group has policies and standards in place to manage and monitor the credit risk of intermediaries with a focus on day-to-day monitoring of the largest positions. Note 9 (Reinsurance and Retrocessional Reinsurance) describes the credit risk related to the Group's reinsurance recoverables.

7. ‌Related Party Transactions

   On January 3, 2023, The Fidelis Partnership acquired 9.9% of the common shares of the Group. Certain directors, executive officers and management of The Fidelis Partnership also own common shares of the Group.

   On December 20, 2022, the Group and The Fidelis Partnership entered into a rolling 10-year framework agreement (the "Framework Agreement"), effective January 1, 2023, that governs the ongoing relationship between the two groups. Years one to three have rolled automatically, whereas from year four onwards, the Framework Agreement will roll at the sole written election of the Group, with such election to be delivered at least 90 days prior to the commencement of the subsequent contract year. Any decision by FIHL to elect not to roll the Framework Agreement will mean that the remainder of the 10-year terms then in effect will continue in place.

   The underwriting activities of FIBL, FUL and FIID have been outsourced to the corresponding operating subsidiaries of The Fidelis Partnership on a jurisdictional basis. The Fidelis Partnership manages origination, underwriting, underwriting administration and claims handling under delegated authority agreements with the Group. Other services provided by The Fidelis Partnership to the Group include sourcing and administering the outwards reinsurance program, and support with business planning, capital management, insurance contract accounting and information technology. The Framework Agreement provides for the payment of the following fees with effect from January 1, 2023:

   1. Ceding commissions: (i) a ceding commission of 11.5% of net premiums written of open market business procured by The Fidelis Partnership on or after January 1, 2023; (ii) a ceding commission of 3.0% of net premiums written of business sourced by The Fidelis Partnership via third party managing general underwriters on or after January 1, 2023; and (iii) a portfolio management fee of 3.0% of net premiums written of the business sourced by The Fidelis Partnership.

   2. Profit commission: a profit commission of 20.0% of the aggregate operating profit (defined as underwriting income on business written by The Fidelis Partnership, subject to certain parameters for the allocation of general and administrative expenses, financing costs and other items, and excluding investment income), subject to a hurdle rate of retuof 5.0% of underwriting retuon equity.

   For insurance contracts sourced by The Fidelis Partnership's MGA incubator platform, Pine Walk, the fees and commissions follow separately negotiated arrangements and will not attract additional commissions under the terms of the Framework Agreement other than the portfolio management fee of 3.0%.

   The following table summarizes The Fidelis Partnership commissions earned, which are included in policy acquisition expenses in the Consolidated Statements of Income:

   Three months ended

   	March 31, 2025	March 31, 2024
   Ceding commission expense	$ 78.4	$ 67.7
   Profit commission expense	-	9.0
   Total commissions	$ 78.4	$ 76.7

   Amounts receivable from The Fidelis Partnership at March 31, 2025 of $228.3 million (December 31, 2024: $208.9 million) primarily consist of amounts collected by The Fidelis Partnership on behalf of the Group that were not remitted prior to the end of the quarter. Amounts payable to The Fidelis Partnership at March 31, 2025 of $445.8 million (December 31, 2024: $385.8 million) primarily consist of amounts payable to The Fidelis Partnership for ceding and profit commissions, and claims paid by The Fidelis Partnership on the Group's behalf.

   The Framework Agreement also provides that, in respect of commissions and profit commissions on ceded quota share business, the Group shall retain 1.0% of reinsurance premiums ceded and the remainder is to be paid to The Fidelis Partnership. Commissions on ceded business for the three months ended March 31, 2025 of $29.9 million (2024: $20.2 million) were paid to The Fidelis Partnership. For the three months ended March 31, 2025 profit commissions on ceded business of $9.3 million (2024: $7.9 million) were paid to The Fidelis Partnership.

   Insurance contracts sourced by Pine Walk contain profit commissions based on the results of each individual contract. The expense for the three months ended March 31, 2025 was $11.7 million (2024: $15.5 million) and was included within policy acquisition expenses.

   The Fidelis Partnership provides the Group with certain support services on a cost-plus basis, such as support with business planning, insurance contract accounting and information technology. Included within general and administrative expenses for the three months ended March 31, 2025 are charges of $1.1 million (2024: $1.6 million) from The Fidelis Partnership for such services.

8. ‌Earnings Per Share

   Three months ended

   	March 31, 2025	March 31, 2024
   Earnings/(loss) per common share
   Net income/(loss)	$ (42.5)	$ 81.2
   Weighted average common shares outstanding	111,543,154	117,658,016
   Earnings/(loss) per common share	$ (0.38)	$ 0.69
   Earnings/(loss) per diluted common share
   Net income/(loss)	$ (42.5)	$ 81.2
   Weighted average common shares outstanding	111,543,154	117,658,016
   Share-based compensation plans	-	690,368
   Weighted average diluted common shares outstanding	111,543,154	118,348,384
   Earnings/(loss) per diluted common share	$ (0.38)	$ 0.69

   Share-based compensation plans are excluded from the calculation of diluted loss per share in the three months ended March 31, 2025 as their effect is anti-dilutive.

9. ‌Share Capital Authorized and Issued

   The following sets out the number and par value of shares authorized, issued and outstanding:
   	March 31, 2025	December 31, 2024
   Common shares, par value $0.01 per share
   Authorized	600,000,000	600,000,000
   Issued and outstanding
   Common shares	110,335,061	111,730,209

   Common shares

   Cash dividends of $0.10 per common share were declared and paid in the three months ended March 31, 2025 (2024: $0.10 per common share).

   Common share repurchases

   On December 21, 2023 and on August 14, 2024, the Board of Directors approved the adoption of common share repurchase programs of up to $50.0 million and up to $200.0 million, respectively, of Fidelis' outstanding common shares, utilizing a variety of methods, including open market purchases, accelerated share repurchases and privately negotiated transactions.

   The following table summarizes common shares repurchased in the three months ended March 31, 2025 and 2024:

   Three months ended

   	March 31, 2025	March 31, 2024
   Common shares repurchased	1,438,278	357,602
   Cost of shares repurchased, inclusive of commissions	$ 22.1	$ 5.0
   Weighted average price per share, inclusive of commissions	$ 15.37	$ 13.93

   Of these shares repurchased in the three months ended March 31, 2025, 136,084 (2024: nil) common shares were repurchased from The Fidelis Partnership for $2.1 million (2024: $nil). These transactions were effected at a price equal to the average price paid by the Group on such day for share repurchases from all other shareholders. Common shares repurchased by the Group are held as treasury shares. Common shares repurchased by the Group prior to December 31, 2024 were retired. The unutilized amount of the share repurchase authorization at March 31, 2025, was $122.5 million.

10. ‌Income Taxes

    The Group's income tax expense/(benefit) for the three months ended March 31, 2025, resulted in an effective tax rate of (15.5)% (2024: 14.6%). The income tax expense/(benefit) for the three months ended March 31, 2025 was $(7.8) million (2024: $13.9 million).

    Due to FIHL being a U.K. tax resident company, in 2024 a U.K. top-up tax of 15% was payable on the taxable net income of FIBL. This resulted from the Pillar II requirements that became effective from January 1, 2024 in the U.K. In 2025, FIBL is instead subject to the Bermuda Corporate Income Tax regime that was enacted in 2023, effective from January 1, 2025.

    The Group's income tax expense may fluctuate from period to period based on the relative mix of income or loss reported by jurisdiction and the varying tax rates in each jurisdiction.

11. ‌Subsequent Event

Subsequent to March 31, 2025 and through the period ended May 9, 2025, the Group repurchased 1,217,145 common shares at an aggregate cost of $19.4 million and an average price of $15.95 per common share.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our results of operations for the three months ended March 31, 2025 and 2024 and our financial condition at March 31, 2025. This discussion and analysis should be read in conjunction with our audited and unaudited consolidated financial statements for those respective periods and related notes contained therein. This discussion and analysis contains forward-looking statements, which are subject to known and unknown risks and uncertainties, many of which may be beyond the Group's control that could cause the Group's actual results to differ materially from those projected, anticipated or implied. The most significant of these risks and uncertainties are described in the Group's Annual Report on Form 20-F for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 11, 2025. The terms "we," "our," "us," "Fidelis," "Fidelis Insurance Group," and the "Group," as used in this report, refer to Fidelis Insurance Holdings Limited and its subsidiaries as a combined entity. Shelf Holdco II Limited is the parent company of an external managing general underwriting platform known as "The Fidelis Partnership" or "TFP".

Tabular amounts are in U.S. Dollars in millions, except for share and per share amounts, unless otherwise noted.

‌Overview

Fidelis Insurance Group is a global specialty insurer headquartered in Bermuda, with offices in Ireland and the United Kingdom.

Fidelis Insurance Group was formed under the principles of focused, process-driven and disciplined underwriting and risk selection, strong client and broker relationships and nimble capital deployment. Fidelis completed its initial funding and began underwriting business in June 2015 under the direction of an innovative and experienced management team, including our Chief Executive Officer and Executive Director, Daniel Burrows. Since then, we have established ourselves as a market leader with a diversified global portfolio of innovative and tailored specialty insurance and reinsurance solutions.

The Group comprises FIHL and its principal operating insurance subsidiaries Fidelis Insurance Bermuda Limited ("FIBL"), Fidelis Underwriting Limited ("FUL") and Fidelis Insurance Ireland DAC ("FIID") and has its own service company, FIHL (UK) Services Limited, with a branch in Ireland ("FSL"). In 2024 the Group established Fidelis IG Corporate Member, which has a 7.4% participation in the 2025 year of account of Lloyd's Syndicate 3123 (2024 year of account: 9.9%).

Our business comprises two segments: Insurance and Reinsurance. Within these segments, we offer a diverse portfolio comprising 10 distinct lines of business. This diversity enables us to serve various industries, manage different types of risk, and operate in multiple geographic regions. We believe our strategic approach and strong capabilities position us well to capitalize on opportunities in the dynamic (re)insurance markets. Our proactive strategy allows us to adjust our business mix in response to market cycles, targeting opportunities that offer an optimal balance of risk and reward.

The Insurance segment comprises a portfolio of specialty risks. In addition to major specialty lines of business, this segment includes highly tailored products, where the buying motivation is often driven by regulatory capital relief, capital efficiency or transaction facilitation including Property, Marine, Asset Backed Finance & Portfolio Credit, Aviation & Aerospace, Political Risk, Violence & Terror, Energy, Cyber, and Other Insurance risks. A strong rating environment following years of compound rate increases across multiple business lines within the Insurance segment have provided opportunities for targeted growth. We leverage our lead position to cross-sell across our portfolio and achieve preferential terms and conditions. This, combined with long established relationships, has enabled Fidelis Insurance Group to build an established book of specialty business. Given the market environment we have increasingly used our Insurance segment to deploy capital targeted to natural catastrophe exposure through the Property line of business. This allows a more selective approach to managing aggregate exposure.

Our Reinsurance segment consists of an actively managed, property reinsurance book, providing reinsurance and a limited amount of retrocession coverage worldwide on a proportional or excess of loss basis.

Our strategic objectives focus on the following:

• Profitable underwriting while maintaining flexibility to manage through the cycle;

• Efficient operations by sustaining strong alignment with strategic partners, such as The Fidelis Partnership, to ensure the delivery of a diversified portfolio across our targeted classes of business; and

• Maximize shareholder value by growing book value per share, delivering attractive and stable investment income while targeting an above-average risk-adjusted return, generating consistent returns on equity, and actively managing capital through the cycle.

Financial Highlights

The following table details the key items discussed in the consolidated results of operations section and key financial indicators in evaluating our performance for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(1) See definition and reconciliation of these non-GAAP financial measures in "Performance Measures and Non-GAAP Financial Measures".

Fidelis' First Quarter in Review for 2025

Net loss for the first quarter of 2025 was $42.5 million, or $(0.38) per diluted common share, which includes losses from the California wildfires of $166.8 million, net of expected recoveries, reinstatement premiums and tax. The first quarter of 2025, saw continued growth in our gross premiums written to $1.7 billion, or 13.8% above the prior year period. Our combined ratio was 115.6% for the three months ended March 31, 2025, compared to 85.8% in the prior year period. The increase was primarily a result of increased catastrophe and large losses of $333.3 million in the three months ended March 31, 2025, compared to $103.0 million in the prior year period, primarily driven by the California wildfires. Our annualized Operating ROAE was (7.6)% in the three months ended March 31, 2025, compared with 14.0% in the prior year period. For the three months ended March 31, 2025, net investment income increased to $49.5 million compared to $41.0 million in the prior year period. During the three months ended March 31, 2025, we repurchased 1,438,278 common shares, including commission expense, for $22.1 million, at a weighted average cost per share, including commission expenses, of $15.37.

Business Outlook

We are focused on: deploying capital into attractive underwriting opportunities; optimizing our outwards reinsurance purchasing program; and returning excess capital to shareholders through a combination of the share repurchase program and our dividend policy. Our underwriting strategy is to take lead positions, setting rates, terms and conditions, and establish ourselves as the "go to" market for solutions through our existing portfolio and new classes of specialty and bespoke products. Our nimble underwriting approach is designed to capitalize on current market trends and dislocations, as well as emerging risk solutions.

Fidelis has a strong track record of peer-leading underwriting performance throughout the cycle and is well positioned to capture attractive opportunities across business lines. We continue to see a strong trading environment, built on the back of years of compound rate increases across multiple classes and have the ability to flex our underwriting strategy to navigate market changes.

Insurance

Following the dislocation in the market beginning in late 2019, when a number of large carriers exited the property direct and facultative market, we significantly increased our gross premiums written ("GPW") in Insurance. Continued capacity constraints led to year-on-year rate increases and we have leaned into the underwriting opportunity. Despite some pressure, rates in this segment remain attractive with continued opportunity to deploy capacity based upon our proprietary view of risk. Given our significant line size and lead positions, we are able to take advantage especially where the market is verticalized, maintaining attractive rate and consistently achieving differential terms. We continue to see strong retention levels and a pipeline of new business opportunities, including in post loss environments where local carriers have exited or scaled back in various market locations.

In our Marine line of business, we continue to leverage our participation across marine sub-classes and lean into areas of opportunity such as new construction business. Marine construction rating is holding steady given the continued need for capacity, especially in

the cruise and offshore lines. Across the other marine sub-classes our underwriters are leveraging our marine war capacity with hull acceptances to improve the overall pricing of the combined hull and war lines.

In the aviation 'all risks' sector, we continue to see pressure on rates. We are monitoring the market closely, as some capacity withdraws, losses crystallize, and Lloyd's reviews its realistic disaster scenarios methodology and capital requirements. We remain disciplined in our approach to underwriting and assessing opportunities within the class, and our line size and capacity across the subclasses means we continue to maintain relevancy and market share.

Reinsurance

Pricing remained robust during the January renewal period driven by reinsurer discipline and post loss opportunity in Canada, Central and EasteEurope and parts of the U.S. The impact of the California wildfires will likely hold rates steady in some areas of the treaty portfolio, as markets reassess the modelling and potential impact of secondary perils. The April renewals, dominated by Japanese accounts, were largely insulated from this, with rate reductions occurring particularly on cat exposed excess of loss programs. However margin still remains attractive especially with a nimble, cross portfolio approach. We continue to actively shape our portfolio in line with our view of risk and climate change, and take a cautious and targeted approach to deployment, with a continued focus on higher tier clients and deploying capacity into parts of the portfolio where we see the best risk-reward opportunity. We are strategic in our participation across programs and our capacity and client relationships continue to enable a market differential.

The Ukraine Conflict

In respect of the Russia-Ukraine aviation litigation, we have been settling claims to de-risk our overall exposure. To date, we have settled or are in various stages of settlement discussions in respect of approximately 80% of the total exposure related to lessor policy claims currently in litigation. Of the remainder, the majority of the exposure is related to the English trial that concluded February 14, 2025, and in respect of which we continue to hold reserves based on a probabilistic model of potential court outcomes.

As of the date of this report, the judgement for the English trial is pending. Depending on the outcome of the judgement, we would expect either a positive or negative impact to prior year development. In the event of a favorable judgement, this would result in favorable prior year development and would be reflected in the results following final resolution of the legal process, including any appeals. Conversely, should we face an adverse judgement, it is anticipated that this would result in a net adverse prior year development impact of up to $150 million, which would immediately be recognized in our results.

‌Performance Measures and Non-GAAP Financial Measures

In presenting our results, we have included certain non-GAAP financial measures that we believe are useful to consider, in addition to our U.S. GAAP results, for a more complete understanding of the financial performance and position of FIHL. The key performance measures and non-GAAP financial measures that we believe are meaningful in analyzing our performance are summarized below and where applicable a reconciliation of non-GAAP financial measures to U.S. GAAP financials is set out. However, any non-GAAP financial measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP and our methodology for calculating these measures may be different from the way our industry peers calculate these measures.

Underwriting Performance Measures

The table below reconciles our attritional and catastrophe and large loss ratios to losses and loss adjustment expenses, loss ratio, underwriting ratio and combined ratio for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

1. Included in policy acquisition expenses on the Consolidated Statements of Income and Comprehensive Income. For further details, see Note 12 (Related Party Transactions) of our unaudited consolidated financial statements.

   • Loss Ratio: is calculated by dividing losses and loss adjustment expenses by net premiums earned ("NPE"). The losses will be affected by the occurrence and frequency of catastrophe events, the volume and severity of non-catastrophe losses and the extent of any outwards reinsurance that mitigates the effect of those losses.

   • Attritional loss ratio and catastrophe and large loss ratio: the attritional loss ratio is a non-GAAP measure of the loss ratio excluding the impact of catastrophe and large losses. Management believes that the attritional loss ratio is a performance measure that is useful to investors as it excludes losses that are not as predictable as to timing and amount. The attritional loss ratio is calculated by dividing the losses and loss adjustment expenses, excluding catastrophe and large losses and prior year development, by NPE. The catastrophe and large loss ratio is a non-GAAP measure that is calculated by dividing the current year catastrophe and large loss expense by NPE.

   • Underwriting Ratio: is calculated by dividing losses and loss adjustment expenses and policy acquisition expenses (excluding TFP commissions) by NPE, or equivalently, by adding the loss ratio and policy acquisition expense ratio (excluding TFP commissions).

   • Combined Ratio: is calculated by dividing losses and loss adjustment expenses, policy acquisition expenses and general and administrative expenses by NPE, or equivalently, by adding the loss ratio, policy acquisition expense ratio, The Fidelis Partnership commissions ratio and general and administrative expense ratio. A combined ratio under 100% indicates an underwriting profit, while a combined ratio over 100% indicates an underwriting loss.

     Investment Performance Measures

     The table below sets out the calculations of our investment performance measures for the three months ended March 31, 2025 and 2024:

     Three Months Ended March 31,

     	2025	2024
     Net investment income	$ 49.5	$ 41.0
     Net realized and unrealized investment gains/(losses)	5.9	(9.0)
     Net investment return	55.4	32.0
     Unrealized gains/(losses) on available-for-sale investments	25.7	(8.2)
     Reclassification of net realized losses/(gains) recognized in net income	(0.8)	7.4
     Total investment return	80.3	31.2
     Opening
     Total investments	3,834.7	3,341.4
     Cash and cash equivalents and restricted cash and cash equivalents	946.6	964.1
     Accrued investment income	35.3	27.2
     Investment assets pending settlement	0.5	2.2
     Derivative liabilities, at fair value	(0.5)	(1.1)
     Investment liabilities pending settlement	(21.1)	-
     Net investible assets	4,795.5	4,333.8
     Closing
     Total investments	3,426.9	3,350.4
     Cash and cash equivalents and restricted cash and cash equivalents	927.7	892.2
     Derivative assets, at fair value	0.1	-
     Accrued investment income	26.3	22.8
     Investment assets pending settlement	12.7	5.0
     Derivative liabilities, at fair value	(1.7)	(0.2)
     Investment liabilities pending settlement	(23.7)	(26.6)
     Net investible assets	4,368.3	4,243.6
     Average investible assets	$ 4,581.9	$ 4,288.7
     Net investment income retupercentage	1.1%	1.0%
     Net investment retupercentage	1.2%	0.7%
     Total investment retupercentage	1.8%	0.7%

   • Net investment income retupercentage: is calculated as net investment income divided by total average investible assets (including cash and cash equivalents and restricted cash and cash equivalents).

   • Net investment retupercentage: is calculated as net investment retudivided by total average investible assets (including cash and cash equivalents and restricted cash and cash equivalents).

   • Total investment retupercentage: is calculated as total investment retudivided by total average investible assets (including cash and cash equivalents and restricted cash and cash equivalents).

     Operating Performance Measures

     The table below sets out the calculation of our operating performance measures for the three months ended March 31, 2025 and 2024:

     Three months ended

     	March 31, 2025	March 31, 2024
     Net income/(loss)	$ (42.5)	$ 81.2
     Adjustment for net realized and unrealized investment (gains)/losses	(5.9)	9.0
     Adjustment for net foreign exchange (gains)/losses	2.5	(2.5)
     Income tax effect of the above items	0.6	(0.4)
     Operating net income/(loss)	$ (45.3)	$ 87.3
     Average common shareholders' equity	$ 2,419.9	$ 2,483.5
     Weighted average common shares outstanding	111,543,154	117,658,016
     Share-based compensation plans	-	690,368
     Weighted average diluted common shares outstanding	111,543,154	118,348,384
     Annualized ROAE	(7.2%)	13.2%
     Annualized Operating ROAE	(7.6%)	14.0%
     Earnings/(loss) per diluted common share	$ (0.38)	$ 0.69
     Operating EPS	$ (0.41)	$ 0.74

   • Operating net income/(loss): is a non-GAAP financial measure of our performance which does not consider the impact of certain non-recurring and other items that may not properly reflect the ordinary activities of our business, its performance or its future outlook. This measure is calculated as net income/(loss) excluding net realized and unrealized investment gains/(losses), net foreign exchange gains/(losses), corporate and other expenses, and the income tax effect on these items.

   • Annualized retuon average common equity ("Annualized ROAE"): represents annualized net income/(loss) divided by average common shareholders' equity.

   • Annualized operating retuon average common equity ("Annualized Operating ROAE"): is a non-GAAP financial measure that represents a meaningful comparison between periods of our financial performance expressed as a percentage and is calculated as annualized operating net income/(loss) divided by average common shareholders' equity.

   • Operating earnings per share ("Operating EPS"): is a non-GAAP financial measure that represents a valuable measure of profitability and enables investors, analysts, rating agencies and other users of Fidelis Insurance Group's financial information to more easily analyze Fidelis Insurance Group's results in a manner similar to how management analyzes Fidelis Insurance Group's underlying business performance. It is calculated by dividing operating net income/(loss) by the weighted average diluted common shares outstanding.

‌Results of Operations

The following table sets forth the key items discussed in the consolidated results of operations section, and the period over period change, for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

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Fidelis Insurance Holdings Ltd. published this content on May 15, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2025 at 21:20 UTC.