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Fidelis Partnership files for NYSE listing; Pelagos stake accounts for first-half profit gain

The Bermuda-incorporated MGA leaves price range, share count and ownership blank in its Form F-1, and a $56.5 million swing on the carrier created beside it in the 2023 split accounts for almost all of the first-half earnings gain.

At a glance

  1. The registration statement carries a number worth reading twice: roughly the whole of its first-half earnings improvement came from a 9.9% stake in the carrier created alongside it when Fidelis Insurance was split in two.
  2. TFP Group Limited, led by founder, chairman and group chief executive Richard Brindle, filed the Form F-1 with the Securities and Exchange Commission on Friday, Sept. 25, and applied to trade under the ticker "TFP".
  3. TFP is incorporated in Bermuda with principal executive offices in London, employs 622 permanent staff as of June 30 based mainly in London, Dublin and Bermuda, and describes the business on offer as a fee business.

The Fidelis Partnership, the specialty underwriting group that calls itself the world's largest independent managing general agent, has filed to list on the New York Stock Exchange. The registration statement carries a number worth reading twice: roughly the whole of its first-half earnings improvement came from a 9.9% stake in the carrier created alongside it when Fidelis Insurance was split in two.

TFP Group Limited, led by founder, chairman and group chief executive Richard Brindle, filed the Form F-1 with the Securities and Exchange Commission on Friday, Sept. 25, and applied to trade under the ticker "TFP". The document leaves the price range, share count and ownership table blank for now, and both the company and a group of existing shareholders plan to sell stock. Insurance Business America, which reported the filing's contents, describes it as the latest insurance business testing investor appetite in a choppy fall for new listings.

TFP is incorporated in Bermuda with principal executive offices in London, employs 622 permanent staff as of June 30 based mainly in London, Dublin and Bermuda, and describes the business on offer as a fee business. It places risk on behalf of capacity providers and holds no risk itself, putting up only a minority share of the capital behind its two Lloyd's syndicates. Placement commissions made up 86% of last year's revenue, profit commissions 12%, and interest on premium held in trust the remaining 2%.

The scale behind those commissions is real: 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, and its Fidelis Underwriting arm acted as lead underwriter on 94% of the risks it wrote in the 12 months to June 30. Leading that share of the risks you write is the underwriting version of pricing power, and it explains why a fee stream of this size can carry a public multiple.

The headline interim numbers read as though the pitch is working: net income for the first half of 2026 rose to $127.5 million from $74.5 million, and revenue climbed 11% to $407.5 million.

Placement commissions are 86% of TFP's revenue

Where 2025 revenue came from

  • Placement commissions86%
  • Profit commissions12%
  • Interest on premium held in trust2%
Source: TFP Group Form F-1 revenue mix for 2025 via Insurance Business America
Show as table
ItemValue (%)
Placement commissions86%
Profit commissions12%
Interest on premium held in trust2%

The 9.9% that did the work

The improvement came from somewhere specific: TFP owns about 9.9% of NYSE-listed Pelagos Insurance Capital, the carrier created alongside it when Fidelis Insurance was split in two in January 2023, and it values that holding at market price. In the first half the stake produced a $39 million gain against a $17.5 million loss a year earlier, a $56.5 million swing that accounts for roughly the entire improvement in net income.

Strip the stake out and the fee machine is steady to the point of being still. Operating income rose 4.3% to $205.1 million, adjusted net income was essentially flat at $131 million against $129 million, and the adjusted EBITDA margin slipped from 64% to 60%. Total operating expenses rose nearly 20%, driven by hiring and a weaker dollar against the pound and the euro, while revenue grew 11%; for full-year 2025, reported net income fell to $140.6 million from $152.7 million.

Which line an investor starts from therefore decides the growth rate they are buying. Reported net income rose 71% in the half while adjusted net income did not move, and the gap between the two is a mark on a listed carrier's share price sitting inside the income statement of a company whose selling point is that it does not hold risk.

Reported profit up 71% in the half; adjusted profit flat

First-half net income, as reported and as adjusted

$74.5MReported net income · H1 2025$127.5MReported net income · H1 2026$129MAdjusted net income · H1 2025$131MAdjusted net income · H1 2026$74.5MReported net income · H1 2025$127.5M$129M$131MAdjusted net income · H1 2026$74.5MReported net income · H1 2025$127.5M$129M$131MAdjusted net income · H1 2026
Source: TFP Group Form F-1 first-half 2026 results via Insurance Business America
Show as table
LabelValue ($M)
Reported net income · H1 2025$74.5M
Reported net income · H1 2026$127.5M
Adjusted net income · H1 2025$129M
Adjusted net income · H1 2026$131M

Where the operating leverage went

The prospectus appears to concede the point: according to the account of the filing, it puts a number on how dependent TFP remains on its former sister company, though the portion reported so far does not give the figure. The two businesses were carved out of the same balance sheet, and Pelagos's market value now runs through TFP's earnings every reporting period, up or down — which will matter more than the headline profit.

There is a second reading of the half, and it starts with costs. A platform that leads 94% of the risks it writes and takes 86% of revenue in placement commissions would normally show operating leverage when premium written for capacity providers rose from $4.66 billion to $5.39 billion. In the first half it did not: expenses grew nearly twice as fast as revenue, and the adjusted EBITDA margin gave back four points. Hiring and currency translation explain part of that on the company's account, and a weaker dollar against sterling and the euro is a translation effect, which does not reflect a deterioration in the book.

The half's expense growth is what the roadshow has to carry into a market busy re-sorting who owns insurance risk. As this publication noted when private equity's grip on insurance M&A hit a 10-year low, the deals still clearing pointed to public balance sheets and strategics rather than rollup sponsors. A Bermuda-incorporated, London-run MGA arriving on the NYSE fits that pattern and tests it at the same time: public equity is being asked to fund the commission business, with the mark on the carrier disclosed in the same document.

Coverage of the filing so far does not give the figure the prospectus puts on the Pelagos relationship. When it appears, it will show how much of a fee business's earnings still travels with the share price of the carrier created beside it.

Reported net income rose 71% in the half while adjusted net income did not move, and the gap between the two is a mark on a listed carrier's share price sitting inside the income statement of a company whose selling point is that it does not hold risk.

Reported by The Wrap desk from Insurance Business America. Published . Corrections

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