AXS uses $238M of buyback plan to acquire 2.4M shares

Rhea-AI Filing Summary

AXIS Capital Holdings Limited entered into a stock repurchase agreement to buy 2,404,133 common shares from T-VIII PubOpps LP for an aggregate price of approximately $238 million. The seller is an investment vehicle managed by Stone Point Capital, whose Trident Funds held about 3.1% of AXIS’s outstanding common shares, a position that will be reduced to zero after this transaction.

The repurchase is being made under AXIS’s existing Board-authorized $400 million share repurchase program, meaning it uses part of an already approved capital return plan. The filing also notes that director Charles Davis has leadership roles at Stone Point and the Trident Funds, highlighting that this is a sizable, negotiated block repurchase involving a shareholder affiliated with a board member.

Insights

Equity Capital Markets Analyst

AXIS executes a large block repurchase from a 3.1% holder.

AXIS Capital Holdings Limited agreed to repurchase 2,404,133 common shares from T-VIII PubOpps LP for about $238,000,000. This transaction is conducted under the company’s existing $400,000,000 share repurchase program, so it represents a substantial use of previously authorized capital to retire a concentrated block of stock.

The seller is linked to Stone Point’s Trident Funds, which held roughly 3.1% of AXIS’s outstanding common shares before the deal and will no longer hold common shares after completion. The filing highlights that director Charles Davis holds senior roles at Stone Point and in the Trident Funds’ governance structure, indicating that this repurchase involves a shareholder affiliated with a board member.

For investors, this block transaction reduces the ownership of a significant institutional holder and uses a meaningful portion of the current repurchase authorization. Actual effects on share count and trading dynamics will depend on AXIS’s broader capital management and any future repurchase or capital allocation decisions disclosed in later periods.

0001214816false00012148162025-11-192025-11-190001214816us-gaap:CommonStockMember2025-11-192025-11-190001214816us-gaap:SeriesEPreferredStockMember2025-11-192025-11-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2025

AXIS CAPITAL HOLDINGS LIMITED

(Exact Name Of Registrant As Specified In Charter)

Bermuda

001-31721

98-0395986

(State of Incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

92 Pitts Bay Road

Pembroke, Bermuda HM 08

(Address of principal executive offices, including zip code)

(441) 496-2600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common shares, par value $0.0125 per share			AXS			New York Stock Exchange
Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred share			AXS PRE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On November 19, 2025, AXIS Capital Holdings Limited (the “Company”) entered into a stock repurchase agreement (the “Repurchase Agreement”) with T-VIII PubOpps LP (“T8”), pursuant to which T8 agreed to sell 2,404,133 shares to the Company for an aggregate price of approximately $238 million (the “Repurchase”). T8, is an investment vehicle managed by Stone Point Capital LLC (“Stone Point”). Stone Point manages the Trident Funds including investment funds that held approximately 3.1% of the Company’s outstanding common shares (which will be zero following the Repurchase). Charles Davis, one of the Company’s directors, is the sole member of an entity that is one of five general partners of the entity serving as general partner for the relevant investment funds. Mr. Davis is the Chairman, Co-Chief Executive Officer and a member of Stone Point, and he serves as the Chairman of the Investment Committees of the Trident Funds.

The Repurchase was made under the Company’s Board-authorized $400 million share repurchase program. The Repurchase Agreement is attached as Exhibit 10.1 to this Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description of Document
10.1						Stock Repurchase Agreement, dated November 19, 2025, between AXIS Capital Holdings Limited and T-VIII PubOpps LP
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 21, 2025

 

			AXIS CAPITAL HOLDINGS LIMITED
			By:			/s/ G. Christina Gray-Trefry
						G. Christina Gray-Trefry
						General Counsel and Secretary

FAQ

What did AXIS Capital Holdings Limited (AXS) announce in this 8-K?

AXIS Capital Holdings Limited reported that it entered into a stock repurchase agreement to buy 2,404,133 common shares from T-VIII PubOpps LP for an aggregate price of approximately $238 million.

Who is selling shares to AXIS Capital in this stock repurchase?

The seller is T-VIII PubOpps LP, an investment vehicle managed by Stone Point Capital LLC, which manages the Trident Funds that held about 3.1% of AXIS’s outstanding common shares before the transaction.

How large is the AXIS Capital (AXS) share repurchase from T-VIII PubOpps LP?

The company agreed to repurchase 2,404,133 common shares for a total of approximately $238 million in this single negotiated transaction.

Will the Trident Funds still own AXIS Capital common shares after the repurchase?

According to the disclosure, the Trident Funds held approximately 3.1% of AXIS’s outstanding common shares before the repurchase and will hold zero common shares following completion.

Is this AXIS Capital share repurchase part of an existing program?

Yes. The transaction is being carried out under AXIS Capital’s Board-authorized $400 million share repurchase program, using a portion of that existing authorization.

What is the relationship between AXIS director Charles Davis and the selling shareholder?

The filing notes that Charles Davis, a director of AXIS, is the sole member of an entity that is one of five general partners of the relevant investment funds, and he is the Chairman, Co-Chief Executive Officer and a member of Stone Point, as well as Chairman of the Investment Committees of the Trident Funds.