AXIS Capital (NYSE: AXS) CIO reports zero-cost share grants

Rhea-AI Filing Summary

AXIS Capital Holdings Chief Investment Officer David S. Phillips reported two stock awards in the form of common shares. On January 27, 2026, he acquired 5,853 common shares and then 17,198 common shares, both at a price of $0 per share.

After these awards, he beneficially owned 95,468 common shares and then 112,666 common shares directly. A committee determined that performance criteria for performance-based restricted stock units granted on January 24, 2023 were satisfied, and these units are scheduled to vest in a single installment on March 1, 2026.

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^*

Phillips David S.

(Last) (First) (Middle)

C/O AXIS CAPITAL HOLDINGS LIMITED

1166 AVENUE OF THE AMERICAS, 17TH FLR

(Street)

NEW YORK NY 10036

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/27/2026		A		5,853	A	$0	95,468	D
Common Shares	01/27/2026		A		17,198(1)	A	$0	112,666	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 January 27, 2026, the Company's Human Capital and Compensation Committee determined satisfaction of performance criteria for performance-based restricted stock units granted on January 24, 2023. The restricted stock units will vest in a single installment on March 1, 2026.

Remarks:

	G. Christina Gray-Trefry, Attorney-in-Fact	01/29/2026
	** 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.

FAQ

What did AXIS Capital (AXS) disclose in this Form 4 filing?

AXIS Capital disclosed that Chief Investment Officer David S. Phillips received two stock awards. On January 27, 2026, he acquired 5,853 and 17,198 common shares at $0 per share, increasing his directly beneficially owned holdings to 112,666 common shares.

How many AXIS Capital (AXS) shares did the CIO acquire and at what price?

The Chief Investment Officer acquired 5,853 and 17,198 AXIS Capital common shares. Both awards were reported at a price of $0 per share, reflecting stock-based compensation rather than open-market purchases, and raised his directly beneficially owned position to 112,666 shares.

What is the significance of the performance-based restricted stock units in AXS’s filing?

The filing states that performance criteria for performance-based restricted stock units granted on January 24, 2023 were met. These restricted stock units are scheduled to vest in a single installment on March 1, 2026, subject to the terms of the company’s compensation arrangements.

When will the performance-based restricted stock units for AXIS Capital’s CIO vest?

The performance-based restricted stock units described in the filing are scheduled to vest on March 1, 2026. The Human Capital and Compensation Committee determined on January 27, 2026 that the applicable performance criteria were satisfied, triggering the future vesting in one installment.

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

The reporting person is David S. Phillips, identified as the Chief Investment Officer of AXIS Capital Holdings Ltd. The Form 4 reports changes in his beneficial ownership of the company’s common shares due to stock-based compensation awards granted by the company.

How many AXIS Capital shares does the CIO beneficially own after the reported transactions?

Following the reported stock awards, the CIO beneficially owns 112,666 AXIS Capital common shares directly. This figure reflects the amount shown in the Form 4 after the second zero-cost acquisition reported on January 27, 2026, according to the company’s ownership table.