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~~January 1928, ~~2025~~2026

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.)

9229 ~~Pitts~~Richmond ~~Bay~~ Road, 3rd Flr

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 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

On ~~November~~January 1928, ~~2025~~2026, AXIS Capital Holdings Limited, ~~(the “Company”) entered into~~ a ~~stock~~Bermuda ~~repurchase agreement (the “Repurchase Agreement”) with T-VIII PubOpps LP (“T8”)~~company, ~~pursuant~~issued toa ~~which~~press T8release ~~agreed~~reporting toits ~~sell~~fourth ~~2,404,133~~quarter ~~shares~~2025 toresults ~~the~~and ~~Company for an aggregate price of approximately $238 million (~~the ~~“Repurchase”).~~availability ~~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~~its ~~Company’s~~fourth ~~outstanding~~quarter ~~common~~2025 ~~shares~~investor ~~(which~~financial ~~will be zero following the Repurchase)~~supplement. ~~Charles~~ ~~Davis,~~The ~~one~~press ofrelease ~~the~~and ~~Company’s directors, is~~ the ~~sole~~investor ~~member~~financial ofsupplement anare ~~entity~~attached ~~that~~hereto ~~is one of five general partners of the entity serving~~ as ~~general~~Exhibit ~~partner for the relevant investment funds~~99. ~~Mr.~~1 ~~Davis is the Chairman, Co-Chief Executive Officer~~ and aExhibit ~~member of Stone Point~~99.2, ~~and he serves as the Chairman of the Investment Committees of the Trident Funds~~respectively.

The ~~Repurchase~~information ~~was~~in ~~made~~this ~~under~~Current ~~the~~Report ~~Company’s~~on ~~Board~~Form 8-~~authorized~~K, ~~$400~~including ~~million~~the ~~share~~information ~~repurchase~~set ~~program~~forth in Exhibits 99.1 ~~The~~and ~~Repurchase~~99.2, ~~Agreement~~shall isnot ~~attached~~be asdeemed ~~Exhibit~~“filed” ~~10.1~~for topurposes ~~this~~of ~~Report~~Section on18 ~~Form~~of ~~8-K~~the ~~and~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated ~~herein~~by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference. in such a filing.


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
99.1						Press release dated January 28, 2026
99.2						Fourth quarter 2025 Investor Financial Supplement
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~~January 2128, ~~2025~~2026



			AXIS CAPITAL HOLDINGS LIMITED


			By:			/s/ G. Christina Gray-Trefry
						G. Christina Gray-Trefry
						General Counsel and Secretary

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