8-A12B

FIDELIS INSURANCE HOLDINGS LIMITED

Date: June 28, 2023

/s/ Daniel Burrows

Daniel Burrows

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

FIDELIS INSURANCE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)


Bermuda		Not Applicable
(State of incorporation or organization)		(I.R.S. Employer Identification No.)
Waterloo House 100 Pitts Bay Road Pembroke Bermuda		HM08
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Common Shares, par value $0.01 per share

New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates:

333- 271270

Securities to be registered pursuant to Section 12(g) of the Act:

None

Item 1.

Description of Registrant’s Securities to be Registered.

A description of the common shares, par value $0.01 per share, of Fidelis Insurance Holdings Limited, a Bermuda exempted company (the “Registrant”), to be registered hereunder is contained in the section titled “Description of Share Capital” in the prospectus included in the Registrant’s Registration Statement on Form F-1 (File No. 333-271270), initially filed with the Securities and Exchange Commission (the “Commission”) on April 14, 2023, including exhibits, as subsequently amended (the “Registration Statement”), and is incorporated herein by reference. Any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that constitutes part of the Registration Statement shall be deemed to be incorporated herein by reference.

Item 2.

Exhibits.

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.