Howden announces US$703 million in proceeds from successful bond raise to provide further funds for growth

London, 5 February 2026 – Howden Group (“Howden” or the “Group”), the global (re)insurance intermediary group, has successfully completed the issuance of a US$690 million add-on to existing US$500 million 8.125% Senior Notes due 2032, in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “U.S. Securities Act”).

The additional notes were issued at 101.875% for gross proceeds of approximately US$703 million. Proceeds will further bolster funding available to invest in future growth. The additional notes are expected to be listed on the Official List of The International Stock Exchange.

Mark Craig, Group Chief Investment Officer, Howden, commented: “I’m delighted with the outcome and strong support from the capital markets. This successful transaction follows our high yield bond issue in February 2024. We received strong demand and priced the offering above par, benefitting from continued confidence among credit investors in Howden’s sustained performance and growth plans.”

Howden’s ratings of B2 Stable (Moody’s) and B Stable (S&P) were reaffirmed in January 2026 as part of this transaction. Howden also benefits from a long-dated maturity profile with no material refinancing requirements until 2030. 

Disclaimer

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The distribution of this press release into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No securities may be sold in the United States unless they are registered under the U.S. Securities Act or are exempt from registration. The securities described in this press release and any related guarantees have not been and will not be registered under the U.S. Securities Act, and accordingly any offer or sale of securities and such guarantees may be made only in a transaction exempt from the registration requirements of the U.S. Securities Act. The securities described in this press release are being offered only to qualified institutional buyers in the United States in accordance with Rule 144A under the U.S. Securities Act and outside the United States to non-U.S. Persons as defined in and in accordance with Regulation S under the U.S. Securities Act. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

This press release does not constitute or form part of a prospectus for or an offer, invitation or recommendation to sell or a solicitation of any offer to acquire or subscribe for any securities, assets or property whatsoever in any member of the Group, in the United States, the United Kingdom (the “UK”) or any other jurisdiction. Any securities offered by the Group will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration, or an applicable exemption to registration, under the U.S. Securities Act, or in any other jurisdiction absent compliance with the securities laws of such jurisdiction. No public offering of securities will be made in the United States in connection with any securities offered by the Group.

The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, “retail investor” means a person who is one (or more) of the following: (i) “retail client” as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 

The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, “retail investor” means a person who is neither: (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; nor (ii) a  qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. 

In the UK, this press release is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the UK, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended, “FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.

In connection with the offering of the securities described in this press release, the stabilizing manager, or persons acting on its behalf, may engage in overallotment, stabilizing transactions and syndicate covering transactions. Overallotment involves sales in excess of the offering size, which creates a short position for the initial purchasers. Stabilizing transactions involve bids to purchase the securities in the open market for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may have the effect of preventing or retarding a decline in the market price of the securities or cause the price of the securities to be higher than it would otherwise be in the absence of those transactions. The Group does not make any representation that the stabilizing manager, or persons acting on its behalf, will engage in any of these transactions or that these transactions, once commenced, will not be discontinued without notice. If the stabilizing manager engages in stabilizing or syndicate covering transactions, it may discontinue them at any time.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the securities laws of certain jurisdictions, including without limitation, those regarding our financial position, business strategy and management plans and objectives for future operations, are, or may be deemed to be, forward-looking statements that reflect the Group’s current views with respect to future events and financial and operational performance. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements are based on the Group’s beliefs, assumptions and expectations regarding future events and trends that affect the Group’s future performance, taking into account all information currently available to the Group, and are not guarantees of future performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on the circumstances that may or may not occur in the future, and the Group cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to the Group or are within the Group’s control, could cause actual results or outcomes to differ materially from those expressed in any forward looking statement as a result of risks and uncertainties facing the Group. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release and are subject to change without notice. Other than as required by applicable law or the applicable rules of any exchange on which our securities may be traded, we have no intention or obligation to update forward-looking statements.