AXIS Capital (AXS) CEO gets 60,662-share award and withholds 33,615 shares for taxes

Q: What performance awards underlie the AXIS Capital (AXS) CEO’s share grant?

The grant relates to performance-based restricted stock units originally awarded on May 4, 2023. The Human Capital and Compensation Committee determined the performance criteria were satisfied, and the units vested in a single installment on June 1, 2026.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AXIS Capital Holdings President and CEO Vincent C. Tizzio reported equity compensation and related tax withholding transactions in company common shares. On May 13, 2026, he acquired 60,662 common shares at $0.00 per share through a grant, after the Human Capital and Compensation Committee determined that performance criteria for performance-based restricted stock units granted on May 4, 2023 had been satisfied.

Those performance-based restricted stock units vested in a single installment on June 1, 2026. On that same date, a total of 33,615 common shares were disposed of as tax-withholding transactions at $95.90 per share to satisfy tax liabilities, rather than as open-market sales.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Tizzio Vincent C

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	31,029	$95.90	$2.98M
Tax Withholding	Common Shares	2,586	$95.90	$248K
Grant/Award	Common Shares	60,662	$0.00	--

Holdings After Transaction: Common Shares — 179,832 shares (Direct, null)

Footnotes (1)

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Key Figures

Equity grant: 60,662 common shares Tax withholding shares: 33,615 common shares Tax withholding price: $95.90 per share +4 more

7 metrics

Equity grant 60,662 common shares Grant/award acquisition on May 13, 2026 at $0.00 per share

Tax withholding shares 33,615 common shares Two F-code tax-withholding dispositions on June 1, 2026

Tax withholding price $95.90 per share Price used for June 1, 2026 tax-withholding dispositions

First F-code disposition 2,586 common shares Tax-withholding disposition on June 1, 2026

Second F-code disposition 31,029 common shares Tax-withholding disposition on June 1, 2026

Performance RSU grant date May 4, 2023 Original grant date of performance-based restricted stock units

Vesting date June 1, 2026 Performance-based restricted stock units vested in a single installment

Key Terms

performance-based restricted stock units, tax-withholding disposition, Human Capital and Compensation Committee, grant, award, or other acquisition, +1 more

5 terms

performance-based restricted stock units financial

"performance-based restricted stock units granted on May 4, 2023."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Human Capital and Compensation Committee financial

"the Company's Human Capital and Compensation Committee determined satisfaction of performance criteria"

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Common Shares financial

"security_title": "Common Shares""

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 06:59 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tizzio Vincent C

(Last)

(First)

(Middle)

C/O AXIS CAPITAL HOLDINGS LIMITED

1166 AVENUE OF THE AMERICAS, 17TH FLR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AXIS CAPITAL HOLDINGS LTD [ AXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/13/2026		A		60,662⁽¹⁾	A	$0	210,861	D
Common Shares	06/01/2026		F		31,029	D	$95.9	179,832	D
Common Shares	06/01/2026		F		2,586	D	$95.9	177,246	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On May 13, 2026, the Company's Human Capital and Compensation Committee determined satisfaction of performance criteria for performance-based restricted stock units granted on May 4, 2023. The performance-based restricted stock units vested in a single installment on June 1, 2026.

Remarks:

	G. Christina Gray-Trefry, Attorney-in-Fact	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did AXIS Capital (AXS) CEO Vincent Tizzio report?

Vincent C. Tizzio reported a grant of 60,662 AXIS Capital common shares and two related tax-withholding dispositions totaling 33,615 shares. These transactions reflect equity compensation vesting and tax payments, not open-market buying or selling activity.

How many AXIS Capital (AXS) shares were granted to the CEO in this Form 4?

The CEO received a grant of 60,662 AXIS Capital common shares at $0.00 per share. This grant resulted from performance-based restricted stock units whose performance criteria were determined satisfied by the board committee.

Why did AXIS Capital (AXS) CEO dispose of 33,615 shares on June 1, 2026?

The 33,615 AXIS Capital shares were disposed of to cover tax liabilities at $95.90 per share. These tax-withholding dispositions are mechanical transactions tied to vesting, not discretionary open-market sales by the CEO.

Were the AXIS Capital (AXS) CEO’s transactions open-market purchases or sales?

No open-market purchases or sales were reported. The filing shows one acquisition via a share grant and two F-code tax-withholding dispositions, which are used to pay tax obligations on vested equity awards rather than to trade shares on the market.