AXIS Capital director reports role in $238M stock buyback deal

Rhea-AI Filing Summary

AXIS Capital Holdings Ltd. (AXS) reported an insider transaction linked to a large stock repurchase. On November 19, 2025, the company entered into a stock repurchase agreement with T-VIII PubOpps LP, under which T-VIII PubOpps LP agreed to sell 2,404,133 shares of AXS common stock to AXIS for an aggregate price of approximately $238 million, or $98.90 per share.

The Form 4 identifies Mr. Davis, a director of AXS, as having indirect interests in T-VIII PubOpps LP through several investment entities, but he disclaims beneficial ownership of the AXS shares held by that fund except to the extent of any pecuniary interest. Following the reported transaction, the filing shows 0 indirectly owned shares through that structure and 60,879 shares held directly.

Insights

Equity Ownership and Governance Analyst

Large director-affiliated shareholder sells 2.4M shares back to AXIS in a negotiated repurchase; governance and ownership structure clarified.

AXIS Capital Holdings entered a stock repurchase agreement with T-VIII PubOpps LP for 2,404,133 common shares at $98.90 per share, for an aggregate amount of about $238 million on 11/19/2025. The Form 4 reports this as a disposition of indirectly held shares at the fund level, with the reporting person continuing to hold 60,879 common shares directly after the transaction.

The filing details a multi-layer ownership chain: T8 is controlled through several entities (T8 GP, Trident VIII, L.P., Trident Capital VIII, L.P.), with a limited liability company solely owned by Mr. Davis as one of five general partners of Trident Capital VIII, L.P. It also notes that Stone Point Capital LLC acts as investment manager to T8 and that Mr. Davis serves as co-chief executive officer and member there. Mr. Davis expressly disclaims beneficial ownership of the T8 shares, except to the extent of any pecuniary interest.

This disclosure mainly affects understanding of ownership concentration and related-party dynamics rather than day-to-day operations. It documents a sizable issuer share repurchase from a director-affiliated fund and clarifies that, following the transaction, the reporting person shows no remaining indirect holdings through T8 and retains only directly held common shares. A key item to watch is any future changes in Davis’s reported holdings or additional repurchase agreements disclosed in subsequent Forms 4 or other filings over the coming quarters.

Insider Trade Summary

Net Seller: 2,404,133 shares ($237,768,754)

Net Sell 2 txns

Insider DAVIS CHARLES A

Role Director

Sold 2,404,133 shs ($237.77M)

Type	Security	Shares	Price	Value
Sale	Common Shares	2,404,133	$98.90	$237.77M
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 0 shares (Indirect, See Footnote); Common Shares — 60,879 shares (Direct)

Footnotes (1)

1. On November 19, 2025, AXIS Capital Holdings Limited (the "Company" or "AXS") entered into a stock repurchase agreement with T-VIII PubOpps LP ("T8"), pursuant to which T8 agreed to sell 2,404,133 shares of AXS Common Stock to the Company for an aggregate price of approximately $238 million for a purchase price per share equal to $98.90. These shares of AXS Common Stock are held by T-VIII PubOpps LP ("T8"). The GP of T8 is T-VIII PubOpps GP LLC ("T8 GP"). The managing member of T8 GP is Trident VIII, L.P. The general partner of Trident VIII, L.P. is Trident Capital VIII, L.P. A limited liability company solely owned by Mr. Davis, a director of AXS, is one of the five general partners of Trident Capital VIII, L.P. Mr. Davis is also co-chief executive officer and a member of Stone Point Capital LLC, which serves as the investment manager of T8. Mr. Davis disclaims beneficial ownership of shares of AXS Common Stock that are held by T8 except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such shares of AXS Common Stock.

Form 4 Insider Transactions: What Each Field Means →

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^*

DAVIS CHARLES A

(Last) (First) (Middle)

C/O AXIS CAPITAL HOLDINGS LIMITED

92 PITTS BAY ROAD

(Street)

PEMBROKE D0 HM 08

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	11/19/2025		S		2,404,133	D	$98.9	0(1)	I	See Footnote(1)(2)
Common Shares								60,879	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 19, 2025, AXIS Capital Holdings Limited (the "Company" or "AXS") entered into a stock repurchase agreement with T-VIII PubOpps LP ("T8"), pursuant to which T8 agreed to sell 2,404,133 shares of AXS Common Stock to the Company for an aggregate price of approximately $238 million for a purchase price per share equal to $98.90.

2. These shares of AXS Common Stock are held by T-VIII PubOpps LP ("T8"). The GP of T8 is T-VIII PubOpps GP LLC ("T8 GP"). The managing member of T8 GP is Trident VIII, L.P. The general partner of Trident VIII, L.P. is Trident Capital VIII, L.P. A limited liability company solely owned by Mr. Davis, a director of AXS, is one of the five general partners of Trident Capital VIII, L.P. Mr. Davis is also co-chief executive officer and a member of Stone Point Capital LLC, which serves as the investment manager of T8. Mr. Davis disclaims beneficial ownership of shares of AXS Common Stock that are held by T8 except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such shares of AXS Common Stock.

Remarks:

	G. Christina Gray-Trefry, Attorney-in-Fact	11/21/2025
	** 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.

FAQ

What insider transaction was reported for AXIS Capital Holdings Ltd (AXS)?

The filing reports a transaction on November 19, 2025 in which T-VIII PubOpps LP agreed to sell 2,404,133 shares of AXIS Capital Holdings Ltd common stock back to the company under a stock repurchase agreement.

What was the price paid per share in the AXIS Capital (AXS) repurchase?

AXIS Capital agreed to pay a purchase price per share of $98.90 for the 2,404,133 shares of AXS common stock repurchased from T-VIII PubOpps LP.

What is the total value of the AXIS Capital (AXS) stock repurchase from T-VIII PubOpps LP?

The agreement states that AXIS Capital will pay an aggregate price of approximately $238 million to repurchase 2,404,133 shares of its common stock from T-VIII PubOpps LP.

Who is the reporting person in this AXIS Capital (AXS) Form 4 and what is their role?

The reporting person is Mr. Davis, who is identified as a director of AXIS Capital Holdings Ltd and has indirect ties to T-VIII PubOpps LP through several investment entities.

How many AXIS Capital (AXS) shares does the reporting person own after the transaction?

After the reported transaction, the Form 4 shows 0 shares indirectly owned through the T-VIII PubOpps LP structure and 60,879 shares held directly by the reporting person.

Does the reporting person claim beneficial ownership of the AXIS Capital (AXS) shares held by T-VIII PubOpps LP?

The reporting person disclaims beneficial ownership of AXS shares held by T-VIII PubOpps LP, except to the extent of any pecuniary interest, and states that the report should not be deemed an admission of beneficial ownership.