Fidelis Partnership files for NYSE listing - its prospectus shows how much still rides on Pelagos
The Blackstone- and Travelers-backed MGA is heading to Wall Street, but it’s still leaning hard on its former sister company
Fidelis Partnership files for NYSE listing - its prospectus shows how much still rides on Pelagos
INSURANCE NEWS
By Matthew Sellers
28 Sep 2026

The Fidelis Partnership, one of the biggest names in specialty underwriting, has filed for an initial public offering on the New York Stock Exchange. It is the latest insurance business to test investor appetite in what has so far been a choppy fall for new listings.

TFP Group Limited, led by founder, chairman and group CEO Richard Brindle, has applied to trade under the ticker "TFP". Its Form F-1 registration statement, filed with the SEC on Friday, Sept. 25, leaves the price range, share count and ownership table blank for now. Both the company and a group of existing shareholders plan to sell stock.

The company is incorporated in Bermuda, and its principal executive offices are in London. It employed 622 permanent staff as of June 30, based mainly in London, Dublin and Bermuda.

TFP calls itself the world's largest independent managing general agent (MGA), and it is keen to stress that it is not a carrier. It places risk on behalf of capacity providers rather than holding it, though it does put up a minority share of the capital behind its two Lloyd's syndicates.

Placement commissions made up 86% of revenue last year, profit commissions 12%, and interest on premium held in trust the remaining 2%.

The scale is considerable. TFP wrote $5.39 billion of premium for its capacity providers in 2025, up from $4.66 billion, across more than 150 lines of business and over 140 countries. It says its Fidelis Underwriting arm acted as lead underwriter on 94% of the risks it wrote in the 12 months to June 30.

TFP’s premium keeps climbing Written premium placed for capacity providers ($ billions) $0bn $1bn $2bn $3bn $4bn $5bn $6bn $3.71bn 2023 $4.66bn 2024 $5.39bn 2025 $3.43bn H1 2025 $3.88bn H1 2026 FULL YEAR SIX MONTHS ENDED JUNE 30 +45%since 2023 +13%year on year Source: TFP Group Limited Form F-1, filed with the SEC Sept. 25, 2026

Read next: Hub International files for IPO – what's it worth?

A profit jump with an asterisk

The headline numbers look impressive. Net income for the first half of 2026 rose to $127.5 million from $74.5 million a year earlier, and revenue climbed 11% to $407.5 million.

Most of that profit leap didn't come from underwriting fees, though. TFP owns about 9.9% of NYSE-listed Pelagos Insurance Capital. Pelagos is the carrier created alongside TFP when Fidelis Insurance was split in two in January 2023.

TFP values that stake at its market price. In the first half, the holding produced a $39 million gain, compared with a $17.5 million loss a year earlier. That $56.5 million swing accounts for roughly the entire improvement in net income.

Where TFP’s profit jump came from Change in net income, six months ended June 30, 2025 vs. 2026 ($ millions) $0m $25m $50m $75m $100m $125m $150m $74.5m H1 2025 net income +$8.5m Operating income +$0.4m Net interest +$56.5m Pelagos stake +$5.3m Syndicate share −$11.1m Other items −$6.6m Tax $127.5m H1 2026 net income Swing from a $17.5m loss to a $39.0m gain on TFP’s ~9.9% stake in Pelagos Source: TFP Group Limited Form F-1, filed with the SEC Sept. 25, 2026

Strip it out and the picture is steadier. Operating income rose just 4.3% to $205.1 million. Adjusted net income was essentially flat at $131 million, compared with $129 million. The adjusted EBITDA margin slipped from 64% to 60%.

Total operating expenses rose nearly 20%, driven by hiring and a weaker dollar against the British pound and the euro, while revenue grew 11%. For full-year 2025, reported net income actually fell, to $140.6 million from $152.7 million.

Pelagos is still the biggest customer by far

The prospectus also puts a number on how dependent TFP remains on its former sister company. Pelagos, formerly Fidelis Insurance Group and renamed in May, supported 48% of TFP's bound premium in the 12 months to June 30.

That relationship is governed by a framework agreement on a rolling 10-year term, with a minimum floor of capacity from 2027 onward. The arrangement cuts both ways. Pelagos gets a right of first refusal on new business TFP originates outside the agreed annual plan. In return, TFP gets a right of first offer on new business Pelagos wants placed. TFP also nominates a director to the Pelagos board.

Who backs TFP’s underwriting Who backs TFP’s underwriting Share of bound premium by capacity provider, 12 months ended June 30, 2026 48% 22% 30% Bound premium 48% Pelagos Insurance Capital 22% Lloyd’s Syndicates 3123 and 2126 30% Other capacity providers* TFP owns ~9.9% of Pelagos and nominates a director to its board. Pelagos has first refusal on new business outside the agreed annual plan. *Derived: 100% minus the Pelagos and syndicate shares Source: TFP Group Limited Form F-1, filed with the SEC Sept. 25, 2026

Brindle called it a "cornerstone" relationship when TFP launched its Blackstone-backed syndicate in late 2025, before Fidelis Insurance Group renamed itself Pelagos. The F-1 uses the same word. It also makes clear that the relationship is a significant concentration: TFP warns its business could suffer if a key capacity provider cut back or walked away.

Travelers has a stake in the arrangement too. The insurer first made a strategic minority investment in Fidelis Insurance in 2021, and it remains a TFP shareholder. Separately, a Travelers subsidiary takes 20% of the premium on certain business TFP writes for Pelagos, through an annual quota share. That deal has been renewed every year since 2023, most recently on Jan. 1, 2026.

Read next: Fidelis Partnership cuts borrowing cost by 225bps in $2bn debt move

Lloyd's and the US surplus lines push

TFP set up at Lloyd's only in July 2024. It wrote $196 million of premium there in the rest of that year and $752 million in 2025. It has approved capacity for $1.3 billion this year, and the set-up costs were just $4.8 million.

Its two syndicates now support 22% of bound premium. Syndicate 3123 is backed by Lloyd's Names, and 2126 is backed by funds managed by Blackstone. Syndicate 2126 has since secured approval to write US surplus lines business, opening a direct route into the E&S market. Together with Pelagos, the syndicates mean about 70% of TFP's bound premium sits on multi-year capacity arrangements, which the company pitches as a selling point for investors.

Where the money goes

TFP will use its share of the IPO proceeds to pay down part of the $2.04 billion term loan it took out in August. Blackstone's ties run deep here as well. Besides backing Syndicate 2126, it was the largest lender under the loan that facility replaced. TFP says it intends to start paying dividends in 2027.

As both a foreign private issuer and an emerging growth company, TFP will be exempt from some SEC disclosure rules and parts of the NYSE's corporate governance requirements. Investors used to domestic filers should factor that in.

TFP says it saw some rate softening across traditional specialty and reinsurance lines in 2025. It expects further downward pressure this year in property and cyber. It also lists the loss of Brindle as a key risk.

The market it is walking into isn't especially generous either. Florida-based E&S homeowners insurer Orion180 priced its IPO this month at $12 a share, below its $15 to $17 range. Matt Kennedy, senior strategist at Renaissance Capital, has described a "valuation mismatch between issuers and buyers" this fall.

The price range, when it arrives, will show whether investors pay up for TFP's fee-based growth story or mark it down for the Pelagos concentration.

Read next: Orion180 IPO falls short of target valuation

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