Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management has performed an evaluation, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act")) at December 31, 2025. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, at December 31, 2025, the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company’s management has performed an assessment, with the participation of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the Company's internal control over financial reporting at December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).
Based on that assessment, the Company’s management believes that, at December 31, 2025, the Company's internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company's independent registered public accounting firm has issued an audit report on management's assessment of the Company's internal control over financial reporting at December 31, 2025. This report appears below.
All internal control systems, no matter how well designed, have inherent limitations. As a result, even those internal control systems determined to be effective can provide only reasonable assurance with respect to financial reporting and the preparation of financial statements.
Changes in Internal Control Over Financial Reporting
The Company’s management has performed an evaluation, with the participation of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of changes in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2025. Based on that evaluation, there were no changes in the Company's internal control over financial reporting that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
219
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of AXIS Capital Holdings Limited
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of AXIS Capital Holdings Limited and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 27, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte Ltd.
Hamilton, Bermuda
February 27, 2026
220
ITEM 9B. OTHER INFORMATION
Disclosure of Certain Activities Under Section 13(r) of the Securities Exchange Act of 1934
Section 13(r) of the Securities Exchange Act of 1934, as amended, requires issuers to disclose in their annual and quarterly reports whether they or any of their affiliates knowingly engaged in certain activities with Iran or with individuals or entities that are subject to certain sanctions under U.S. law. Issuers are required to provide this disclosure even where the activities, transactions or dealings are conducted outside of the U.S. in compliance with applicable law.
As and when allowed by the applicable law and regulations, certain of our non-U.S. subsidiaries provide treaty reinsurance coverage to non-U.S. insurers on a worldwide basis, including insurers of liability, marine, aviation and energy risks, and as a result, these underlying insurance and reinsurance portfolios may have some exposure to Iran. In addition, we provide insurance and facultative reinsurance on a global basis to non-U.S. insureds and insurers, including for liability, marine, aviation and energy risks. Coverage provided to non-Iranian business may indirectly cover an exposure in Iran. For example, certain of our operations underwrite global marine hull war and cargo policies that provide coverage for vessels navigating into and out of ports worldwide, including Iran. For the year ended December 31, 2025, there has been no material amount of premium allocated or apportioned to activities relating to Iran. We intend for our non-U.S. subsidiaries to continue to provide such coverage only to the extent permitted by applicable law.
Insider Trading Arrangements and Policies
During the three months ended December 31, 2025, no director or officer of the Company adopted , terminated or is currently party to a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference from the sections captioned "Proposal No. 1 – Election of Directors" , "Corporate Governance", "Executive Officers" , and "Other Compensation Topics" in the definitive proxy statement that will be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 31, 2025 pursuant to Regulation 14A.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the sections captioned "Executive Compensation" , "Compensation Discussion and Analysis" , "Director Compensation" , "Human Capital and Compensation Committee Report" and "Human Capital and Compensation Committee Interlocks and Insider Participation" in the definitive proxy statement that will be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 31, 2025 pursuant to Regulation 14A.
221
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference from the sections captioned "Principal Shareholders" and "Equity Compensation Plan Information" in the definitive proxy statement that will be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 31, 2025 pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference from the sections captioned "Certain Relationships and Related Transactions" , and "Corporate Governance" in the definitive proxy statement that will be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 31, 2025 pursuant to Regulation 14A.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated by reference from the section captioned "Principal Accounting Fees and Services" in the definitive proxy statement that will be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 31, 2025 pursuant to Regulation 14A.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements, Financial Statement Schedules and Exhibits
1. Financial Statements
Included in Part II –Refer to Item 8 of this report.
2. Financial Statement Schedules
Report of Independent Registered Public Accounting Firm
Schedule I – Summary of Investments - Other than Investments in Related Parties
Schedule II – Condensed Financial Information of Registrant
Schedule III – Supplementary Insurance Information
Schedule IV – Supplementary Reinsurance Information
Schedules V and VI have been omitted as the information is provided in Item 8, Consolidated Financial Statements, or in the above schedules.
3. Exhibits
Exhibit
Number Description of Document
2.1
Rule 2.7 Announcement dated July 5, 2017 in connection with acquisition of Novae Group plc (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 6, 2017).
2.2
Rule 2.7 Announcement dated August 24, 2017 in connection with acquisition of Novae Group plc (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 25, 2017).
222
3.1
Certificate of Incorporation and Memorandum of Association of AXIS Capital Holdings Limited (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Amendment No. 1) (No. 333-103620) filed on April 16, 2003).
3.2
Amended and Restated Bye-laws of AXIS Capital Holdings Limited (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed on May 15, 2009).
4.1
Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Amendment No. 3) (No. 333-103620) filed on June 10, 2003).
4.2
Senior Indenture among AXIS Specialty Finance LLC, AXIS Capital Holdings Limited and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of March 23, 2010 (incorporated by reference to Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q filed on April 27, 2010).
4.3
Senior Indenture among AXIS Specialty Finance PLC, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of March 13, 2014 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 13, 2014).
4.4
First Supplemental Indenture, dated as of April 3, 2019, among AXIS Specialty Finance PLC, AXIS Capital Holdings Limited and The Bank of New York Mellon Trust Company, N.A., relating to the 5.150% Senior Notes due 2045 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 4, 2019).
4.5
Junior Subordinated Indenture dated as of December 10, 2019, among AXIS Specialty Finance LLC, AXIS Capital Holdings Limited and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 11, 2019).
4.6
First Supplemental Indenture dated as of December 10, 2019, among AXIS Specialty Finance LLC, AXIS Capital Holdings Limited and The Bank of New York Mellon Trust Company, N.A., relating to the 4.900% Junior Subordinated Notes due 2040 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 11, 2019).
4.7
Form of 5.150% Senior Notes due 2045 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on March 13, 2014).
4.8
Form of 4.000% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 6, 2017).
4.9
Form of 3.900% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 19, 2019).
4.10
Form of 4.900% Junior Subordinated Notes due 2040 (incorporated by reference to Exhibit 4.2 (included as Exhibit A to Exhibit 4.2) to the Company's Current Report on Form 8-K filed on December 11, 2019).
4.11
Certificate of Designations setting forth the specific rights, preferences, limitations and other terms of the 5.50% Series E Preferred Shares (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 7, 2016).
† 4.12
Description of AXIS Capital Holdings Limited's Securities Registered under Section 12 of the Exchange Act.
10.1
Amended and Restated Shareholders Agreement dated December 31, 2002, among AXIS Capital Holdings Limited and each of the persons listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (Amendment No. 3) (No. 333-103620) filed on June 10, 2003).
* 10.2
Employment Agreement by and between Peter Vogt and AXIS Specialty U.S. Services, Inc. dated December 11, 2017 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 28, 2018).
* 10.3
Amendment No. 1 to Employment Agreement by and between Peter Vogt and AXIS Specialty U.S. Services, Inc. dated October 2, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 7, 2020).
* 10.4
Amendment No. 2 to Employment Agreement by and between Peter Vogt and AXIS Specialty U.S. Services, Inc. dated June 17, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 21, 2021).
223
* 10.5
Amendment No. 3 to Employment Agreement by and between Peter Vogt and AXIS Specialty U.S. Services, Inc. dated October 6, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 10, 2023).
* 10.6
Employment Agreement by and between David Phillips and AXIS Specialty U.S. Services, Inc. dated March 21, 2014 (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K filed on February 26, 2019).
* 10.7
Amendment No. 1 to Employment Agreement by and between David Phillips and AXIS Specialty U.S. Services, Inc. dated June 17, 2021 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 21, 2021).
* 10.8
Employment Agreement by and between Conrad D. Brooks and AXIS Specialty U.S. Services, Inc. dated December 14, 2016 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed on February 27, 2024).
* 10.9
Employment Agreement by and between Vincent Tizzio, AXIS Capital Holdings Limited and AXIS Specialty U.S. Services, Inc. dated April 11, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed on April 14, 2023).
* 10.10
Employment Agreement by and between Daniel Draper and AXIS UK Services Limited dated January 19, 2023 (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed on February 27, 2024).
†* 10. 11
Letter Agreement by and between Matthew Kirk and AXIS Specialty U.S. Services, Inc. dated July 29, 2025.
* 10.12
2007 Long-Term Equity Compensation Plan, as amended (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed on May 15, 2012).
* 10.13
Amended and Restated 2017 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 11, 2021).
* 10.14
Second Amended and Restated 2017 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 8, 2023).
* 10.15
Executive Long-Term Equity Compensation Program effective February 2021 (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K filed on February 26, 2021).
†* 10.16
Amended and Restated Long-Term Equity Compensation Program effective February 2024.
* 10.17
Amended and Restated Executive Annual Incentive Plan effective February 2024 (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K filed on February 27, 2024).
* 10.18
Amended and Restated AXIS Executive RSU Retirement Plan (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K filed on February 27, 2024).
* 10.19
AXIS Second Amended and Restated Executive RSU Retirement Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 21, 2025).
†* 10.20
AXIS Third Amended and Restated Executive RSU Retirement Plan.
* 10.21
Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-K filed on February 26, 2019).
* 10.22
Form of Employee Restricted Stock Unit Award Agreement (Performance Vesting) (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K filed on February 26, 2021).
†* 10.23
Form of Employee Restricted Stock Unit Award Agreement.
* 10.24
Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.38 of the Company’s Form 10-K filed on February 27, 2023).
224
* 10.25
Form of Employee Restricted Stock Unit Award Agreement (Three Year - Performance Vesting based on relative total shareholder return) (incorporated by reference to Exhibit 10.37 of the Company’s Form 10-K filed on February 27, 2023).
* 10.26
Form of Employee Restricted Stock Unit Award Agreement (Three Year - Performance Vesting based on relative total shareholder return and adjusted diluted book value per share) (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on February 27, 2024).
* 10.27
Form of Employee Restricted Stock Unit Award Agreement (Three Year - Performance Vesting based on relative total shareholder return and adjusted diluted book value per share) (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K filed on February 26, 2025).
* 10.28
Form of Employee Restricted Stock Unit Award Agreement (Three Year - Performance Vesting based on absolute total shareholder return compound annual growth rate) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 1, 2023).
* 10.29
Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on May 1, 2024).
†* 10.30
Form of Employee Restricted Stock Unit Award Agreement (Three Year - Performance Vesting based on relative total shareholder return and adjusted diluted book value per share).
†* 10.31
Form of Employee Restricted Stock Unit Award Agreement (Three Year - Performance Vesting based on compound annual growth rate total shareholder return).
†* 10.32
Form of Employee Restricted Stock Unit Award Agreement.
* 10.33
AXIS Specialty U.S. Services, Inc. Supplemental Retirement Plan (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K filed on February 26, 2008).
* 10.34
AXIS Capital Holdings Limited Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 9, 2024).
* 10.35
Directors Annual Compensation Program, effective January 1, 2025 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on February 26, 2025).
* 10.36
Directors Annual Compensation Program, effective January 1, 2026 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on October 29, 2025).
10.37
Master Reimbursement Agreement, dated as of May 14, 2010, by and among AXIS Specialty Limited, AXIS Re Limited, AXIS Specialty Europe Limited, AXIS Insurance Company, AXIS Surplus Insurance Company, AXIS Specialty Insurance Company, AXIS Reinsurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 19, 2010).
10.38
Amendment to Master Reimbursement Agreement dated January 27, 2012 by and among AXIS Specialty Limited, AXIS Re Limited, AXIS Specialty Europe Limited, AXIS Insurance Company, AXIS Surplus Insurance Company, AXIS Specialty Insurance Company and AXIS Reinsurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 30, 2012).
10.39
Amendment to Committed Facility Letter dated November 20, 2013 by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Surplus Insurance Company and AXIS Reinsurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 21, 2013).
10.40
Amendment to Committed Facility Letter dated March 31, 2015 by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 1, 2015).
10.41
Amendment to Facility Fee Letter dated March 31, 2015 by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 1, 2015).
225
10.42
Committed Facility Letter dated December 18, 2015 by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Surplus Insurance Company and AXIS Reinsurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 22, 2015).
10.43
Amendment to Master Reimbursement Agreement dated March 27, 2017 by and among AXIS Specialty Limited, AXIS Re Limited, AXIS Specialty Europe Limited, AXIS Insurance Company, AXIS Surplus Insurance Company, AXIS Reinsurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 31, 2017).
10.44
Deed of Amendment to $500 million secured letter of credit facility dated December 24, 2019 by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Surplus Insurance Company, AXIS Reinsurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 30, 2019).
10.45
Deed of Amendment to $500 million secured letter of credit facility dated April 1, 2021 by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Surplus Insurance Company, AXIS Reinsurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 6, 2021).
10.46
Deed of Amendment to $500 million secured letter of credit facility dated December 29, 2023 by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Surplus Insurance Company, AXIS Reinsurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 3, 2024).
10.47
Amendment and Restatement Agreement dated March 26, 2024, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 28, 2024).
10.48
Amendment to Master Agreement dated March 26, 2024, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 28, 2024).
10.49
Amended and Restated Committed Letter of Credit Facility Letter dated March 26, 2024, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on March 28, 2024).
10.50
Uncommitted Facility Letter for Issuance of Credits dated March 26, 2024, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on March 28, 2024).
10.51
Reinsurance Agreement signed December 13, 2024 between AXIS Specialty Limited, AXIS Reinsurance Company, AXIS Re SE, and AXIS Managing Agency Ltd. for and on behalf of the Underwriting Members of Lloyd’s Syndicate 1686 and Cavello Bay Reinsurance Limited (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 16, 2024).
10.52
Amendment Agreement, dated March 23, 2025, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 26, 2025).
10.53
Stock Repurchase Agreement, dated February 3, 2025, between AXIS Capital Holdings Limited and T-VIII PubOpps LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 3, 2025).
10.54
Stock Repurchase Agreement, dated March 5, 2025, between AXIS Capital Holdings Limited and T-VIII PubOpps LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 5, 2025).
226
10.55
Stock Repurchase Agreement, dated November 19, 2025, between AXIS Capital Holdings Limited and T-VIII PubOpps LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 21, 2025).
19.1
AXIS Capital Holdings Limited Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on February 26, 2025).
19.2
AXIS Capital Holdings Limited Trading Policies and Procedures (incorporated by reference to Exhibit 19.2 to the Company's Annual Report on Form 10-K filed on February 26, 2025).
† 21.1
Subsidiaries of the Registrant.
† 22.1
Subsidiary Guarantors and Issuers of Guaranteed Securities.
† 23.1
Consent of Deloitte Ltd.
†24.1 Power of Attorney (included as part of signature pages hereto).
† 31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
† 31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
† 32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
† 32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* 97.1
Amended and Restated Executive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on February 27, 2024).
†101 The following financial information from AXIS Capital Holdings Limited’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL: (i) Consolidated Balance Sheets at December 31, 2025 and 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.
†104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Management contract, compensatory plan or arrangement.
† Filed herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
ITEM 16. FORM 10-K SUMMARY
None.
227
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 27, 2026 .
AXIS CAPITAL HOLDINGS LIMITED
By: /s/ VINCENT TIZZIO
Vincent Tizzio
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and executive officers of AXIS Capital Holdings Limited, hereby appoint Peter Vogt and Conrad D. Brooks, and each of them singly, as our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 27, 2026.
Signature Title
/s/ VINCENT TIZZIO
Chief Executive Officer, President and Director
(Principal Executive Officer)
Vincent Tizzio
/s/ PETER VOGT Chief Financial Officer
(Principal Financial Officer)
Peter Vogt
/s/ ATHANASIOS TOM BOLOVINOS
Chief Accounting Officer
(Principal Accounting Officer)
Athanasios Tom Bolovinos
/s/ W. MARSTON BECKER Director
W. Marston Becker
/s/ CHARLES DAVIS
Director
Charles Davis
/s/ ANNE MELISSA DOWLING Director
Anne Melissa Dowling
228
Signature Title
/s/ STANLEY GALANSKI
Director
Stanley Galanski
/s/ ELANOR HARDWICK
Director
Elanor Hardwick
/s/ MICHAEL MILLEGAN Director
Michael Millegan
/s/ HENRY SMITH
Director
Henry Smith
/s/ AXEL THEIS Director
Axel Theis
/s/ BARBARA YASTINE
Director
Barbara Yastine
/s/ LIZABETH ZLATKUS
Director
Lizabeth Zlatkus
229
SCHEDULE I
AXIS CAPITAL HOLDINGS LIMITED
SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
At December 31, 2025
Amortized cost Fair value Amount shown on the balance sheet
(in thousands)
Type of investment:
Fixed maturities, available for sale, at fair value
U.S. government and agency $ 2,406,907 $ 2,417,901 $ 2,417,901
Non-U.S. government 798,984 810,544 810,544
Corporate debt 5,168,562 5,222,433 5,222,433
Agency RMBS 2,026,043 2,035,352 2,035,352
CMBS 811,056 801,511 801,511
Non-agency RMBS 193,372 190,124 190,124
ABS 1,479,963 1,488,067 1,488,067
Municipals 52,841 52,095 52,095
Total fixed maturities, available for sale $ 12,937,728 13,018,027 13,018,027
Fixed maturities, held to maturity, at amortized cost
Corporate debt $ 145,137 143,076 145,137
ABS 252,293 252,866 252,293
Total fixed maturities, held to maturity $ 397,430 395,942 397,430
Mortgage loans, held for investment, at fair value 356,840 356,840
Short-term investments, at fair value 20,298 20,298
Equity securities, at fair value 707,569 707,569
Other investments, at fair value (1)
723,138 1,027,798
Equity method investments (2)
— 227,181
Total investments $ 15,221,814 $ 15,755,143
(1) In the fair value column in the table above, other investments exclude investments where the Company is considered to have the ability to exercise significant influence over the operating and financial policies of the investees.
(2) In the fair value column in the table above, equity method investments are excluded as the Company has the ability to exercise significant influence over the operating and financial policies of the investees.
230
SCHEDULE II
AXIS CAPITAL HOLDINGS LIMITED
CONDENSED BALANCE SHEETS – PARENT COMPANY
DECEMBER 31, 2025 AND 2024
2025 2024
(in thousands)
Assets
Investments in subsidiaries $ 6,578,804 $ 6,209,792
Cash and cash equivalents 3,880 3,768
Other assets 20,870 4,465
Total assets $ 6,603,554 $ 6,218,025
Liabilities
Intercompany payable $ 197,849 $ 70,183
Dividends payable 46,264 50,478
Other liabilities 3,006 7,985
Total liabilities 247,119 128,646
Shareholders’ equity
Preferred shares 550,000 550,000
Common shares (shares issued 2025: 176,580 ; 2024: 176,580
shares outstanding 2025: 74,135 ; 2024: 82,984 )
2,206 2,206
Additional paid-in capital 2,405,792 2,394,063
Accumulated other comprehensive income (loss) 28,431 ( 267,557 )
Retained earnings 8,181,699 7,341,569
Treasury shares, at cost (2025: 102,445 ; 2024: 93,596 )
( 4,811,693 ) ( 3,930,902 )
Total shareholders’ equity 6,356,435 6,089,379
Total liabilities and shareholders’ equity $ 6,603,554 $ 6,218,025
(1) AXIS Capital has fully and unconditionally guaranteed all obligations of AXIS Specialty Finance PLC, a 100 % owned finance subsidiary, related to the issuance of $ 250 million aggregate principal amount of 5.15 % senior unsecured notes. AXIS Capital's obligations under this guarantee are unsecured senior obligations and rank equally with all other senior obligations of AXIS Capital.
(2) AXIS Capital has fully and unconditionally guaranteed all obligations of AXIS Specialty Finance PLC, a 100 % owned finance subsidiary, related to the issuance of $ 350 million aggregate principal amount of 4.0 % senior unsecured notes. AXIS Capital's obligations under this guarantee are unsecured senior obligations and rank equally with all other senior obligations of AXIS Capital.
(3) AXIS Capital has fully and unconditionally guaranteed all obligations of AXIS Specialty Finance LLC, a 100 % owned finance subsidiary, related to the issuance of $ 300 million aggregate principal amount of 3.9 % senior unsecured notes. AXIS Capital's obligations under this guarantee are unsecured senior obligations and rank equally with all other senior obligations of AXIS Capital.
(4) AXIS Capital has fully and unconditionally guaranteed all obligations of AXIS Specialty Finance LLC, a 100 % owned finance subsidiary, related to the issuance of $ 425 million aggregate principal amount of 4.9 % fixed-rate reset junior unsecured notes. AXIS Capital's obligation under this guarantee is an unsecured junior subordinated obligation and ranks equally with all future unsecured and junior subordinated obligations of AXIS Capital, and junior in right of payment to all outstanding and future senior obligations of AXIS Capital.
231
SCHEDULE II
AXIS CAPITAL HOLDINGS LIMITED
CONDENSED STATEMENTS OF OPERATIONS – PARENT COMPANY
YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
2025 2024 2023
(in thousands)
Revenues
Net investment income
$ — $ — $ —
Total revenues — — —
Expenses
General and administrative expenses 52,957 52,599 52,334
Total expenses 52,957 52,599 52,334
Income (loss) before incomes taxes and equity in net income of subsidiaries
( 52,957 ) ( 52,599 ) ( 52,334 )
Income tax benefit
8,071 — —
Equity in net income of subsidiaries
1,053,783 1,134,385 428,626
Net income 1,008,897 1,081,786 376,292
Preferred share dividends 30,250 30,250 30,250
Net income available to common shareholders $ 978,647 $ 1,051,536 $ 346,042
Comprehensive income
$ 1,304,886 $ 1,180,065 $ 770,756
232
SCHEDULE II
AXIS CAPITAL HOLDINGS LIMITED
CONDENSED STATEMENTS OF CASH FLOWS – PARENT COMPANY
YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
2025 2024 2023
(in thousands)
Cash flows from operating activities:
Net income $ 1,008,897 $ 1,081,786 $ 376,292
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income loss of subsidiaries
( 1,053,783 ) ( 1,134,385 ) ( 428,626 )
Change in intercompany payable 127,666 ( 19,247 ) ( 136,059 )
Dividends received from subsidiaries 1,001,700 459,000 375,000
Other items ( 42,324 ) ( 28,645 ) ( 34,626 )
Share-based compensation expense, net of cash payments 45,214 42,731 54,119
Net cash provided by operating activities 1,087,370 401,240 206,100
Cash flows from financing activities:
Repurchase of common shares ( 887,717 ) ( 199,944 ) —
Taxes paid on withholding shares ( 26,559 ) ( 15,925 ) ( 23,595 )
Dividends paid - common shares ( 142,732 ) ( 151,765 ) ( 153,775 )
Dividends paid - preferred shares ( 30,250 ) ( 30,250 ) ( 30,250 )
Net cash used in financing activities ( 1,087,258 ) ( 397,884 ) ( 207,620 )
Increase (decrease) in cash, cash equivalents and restricted cash 112 3,356 ( 1,520 )
Cash, cash equivalents and restricted cash - beginning of year 3,768 412 1,932
Cash, cash equivalents and restricted cash - end of year $ 3,880 $ 3,768 $ 412
233
SCHEDULE III
AXIS CAPITAL HOLDINGS LIMITED
SUPPLEMENTARY INSURANCE INFORMATION
At and year ended December 31, 2025
(in thousands) Deferred
acquisition
costs Reserve
for losses
and loss
expenses Unearned
premiums Net
premiums
earned Net
investment income (1)
Net losses
and loss
expenses Acquisition
costs Other
operating expenses (2)
Net
premiums
written
Insurance $ 584,203 $ 11,156,522 $ 4,333,954 $ 4,291,485 $ — $ 2,337,227 $ 820,324 $ 537,558 $ 4,627,224
Reinsurance 217,575 6,965,734 1,491,744 1,423,124 — 951,314 316,145 50,111 1,494,432
Corporate — — — — 766,903 — — 116,262 —
Total $ 801,778 $ 18,122,256 $ 5,825,698 $ 5,714,609 $ 766,903 $ 3,288,541 $ 1,136,469 $ 703,931 $ 6,121,656
At and year ended December 31, 2024
(in thousands) Deferred
acquisition
costs Reserve
for losses
and loss
expenses Unearned
premiums Net
premiums
earned Net
investment income (1)
Net losses
and loss
expenses Acquisition
costs Other
operating expenses (2)
Net
premiums
written
Insurance $ 503,175 $ 10,499,703 $ 3,859,162 $ 3,926,036 $ — $ 2,245,420 $ 766,915 $ 485,929 $ 4,250,545
Reinsurance 182,678 6,719,226 1,352,703 1,380,199 — 913,067 303,636 50,513 1,506,806
Corporate — — — — 759,229 — — 129,760 —
Total $ 685,853 $ 17,218,929 $ 5,211,865 $ 5,306,235 $ 759,229 $ 3,158,487 $ 1,070,551 $ 666,202 $ 5,757,351
At and year ended December 31, 2023
(in thousands) Deferred
acquisition
costs Reserve
for losses
and loss
expenses Unearned
premiums Net
premiums
earned Net
investment income (1)
Net losses
and loss
expenses Acquisition
costs Other
operating expenses (2)
Net
premiums
written
Insurance $ 448,062 $ 9,507,409 $ 3,507,519 $ 3,461,700 $ — $ 2,080,001 $ 648,463 $ 472,094 $ 3,758,720
Reinsurance 153,571 6,926,609 1,240,083 1,622,081 — 1,313,101 352,482 79,373 1,343,605
Corporate — — — — 611,742 — — 132,979 —
Total $ 601,633 $ 16,434,018 $ 4,747,602 $ 5,083,781 $ 611,742 $ 3,393,102 $ 1,000,945 $ 684,446 $ 5,102,325
(1) The Company evaluates underwriting results of its reportable segments separately from the performance of its investment portfolio. Therefore, the Company believes it is appropriate to exclude net investment income from its underwriting profitability measure.
(2) Amounts related to the Company's reportable segments reflect underwriting-related general and administrative expenses, which includes those general and administrative expenses that are incremental and/or directly attributable to the Company's underwriting operations. Underwriting-related general and administrative expenses is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to general and administrative expenses, the most comparable GAAP financial measure, presented in the table above, also includes corporate expenses of $ 116 million, $ 130 million, and $ 133 million for the years ended December 31, 2025, 2024 and 2023, respectively. Corporate expenses include holding company costs necessary to support our worldwide insurance and reinsurance operations and costs associated with operating as a publicly-traded company. As these costs are not incremental and/or directly attributable to the Company's underwriting operations, these expenses are excluded from underwriting-related general and administrative expenses.
234
SCHEDULE IV
AXIS CAPITAL HOLDINGS LIMITED
SUPPLEMENTARY REINSURANCE INFORMATION
YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(in thousands)
GROSS
AMOUNT CEDED TO
OTHER
COMPANIES ASSUMED
FROM
OTHER
COMPANIES NET
AMOUNT PERCENTAGE
OF AMOUNT
ASSUMED TO
NET
2025
Property and Casualty $ 6,003,826 $ 3,222,188 $ 2,710,155 $ 5,491,793 49.3 %
Accident and Health 546,852 300,670 383,681 629,863 60.9 %
Total $ 6,550,678 $ 3,522,858 $ 3,093,836 $ 6,121,656 50.5 %
2024
Property and Casualty $ 5,596,538 $ 3,085,338 $ 2,522,244 $ 5,033,444 50.1 %
Accident and Health 437,817 163,199 449,289 723,907 62.1 %
Total $ 6,034,355 $ 3,248,537 $ 2,971,533 $ 5,757,351 51.6 %
2023
Property and Casualty $ 5,223,919 $ 3,161,438 $ 2,402,378 $ 4,464,859 53.8 %
Accident and Health 311,970 92,762 418,258 637,466 65.6 %
Total $ 5,535,889 $ 3,254,200 $ 2,820,636 $ 5,102,325 55.3 %
235