AXIS CAPITAL HOLDINGS LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

AXIS CAPITAL HOLDINGS LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Letter from CEO and Board Chair

April 2, 2026

Dear Fellow Shareholder:

2025 was an excellent year for AXIS – one in which we continued to deliver on the guideposts that we announced at our Investor Day nearly two years ago while executing on our specialty strategy.

This was reflected in strong performance across all our key indices as we continued to drive profitable growth in our chosen specialty markets, bolstered by the positive momentum from the new and expanded business classes that we have launched and scaled in recent years.

Our progress has been underpinned by the strength of our talent, the deep relationships that we share with our customers, and the significant enhancements we have made to our operational infrastructure through our multi-year “How We Work” transformation program.

Established Record of Consistent Positive Performance

In 2025, we built upon our track record of sustained positive results, achieving 13 consecutive quarters of book value per diluted common share growth and a 77% increase over that period. Key metrics for the year included:

•18.3% year-over-year increase in book value per diluted common share to $77.20;

•17.3% return on average common equity, and 18.1% operating return on average common equity;

•Record gross premiums written of $9.6 billion – up 7% year-over-year;

•A combined ratio of 89.8%, our lowest full-year combined ratio since 2010.

Insurance

Our Insurance segment delivered outstanding results in 2025, achieving several all-time highs including: record gross premiums written of $7.2 billion, a 9% increase over the prior year; record new premiums written of $2.4 billion; record underwriting income at $597 million, a 40% increase over the prior year; and a combined ratio of 86%, a three-point improvement compared to the prior year.

In North America, we delivered standout performance with gross premiums written up 10%, reflecting the benefits of strategic investments in product and channel expansion over the past three years, along with significant underwriting platform enhancements. These efforts continue to create new opportunities in our targeted markets. In Global Markets, results were strong as we leveraged our lead-line product positions and multi-platform solutions including Lloyd’s, delivering a 6% increase in gross premiums written.

Reinsurance

Our repositioning of AXIS Re as a targeted specialty reinsurer focused on consistent, bottom-line performance continues to produce results, highlighted by eight consecutive profitable quarters. In 2025, this translated into a healthy combined ratio of 92.6%, underwriting income of $128 million, and gross premiums written of $2.5 billion.

As we have shared on recent investor calls, the reinsurance market has become increasingly competitive and our team has upheld strong discipline, particularly across Casualty lines where we remain judicious and selective. AXIS Re’s focus remains squarely on steady, reliable profitability.

AXIS Capacity Solutions

To support and expand our profitable growth, we launched AXIS Capacity Solutions (ACS) and are pleased with its early progress. ACS leverages our deep experience with third party capital, to bring new forms of innovation to our insurance platform, serving both our open brokerage and delegated businesses.

Through ACS, we are applying our underwriting and portfolio management expertise to work alongside strategic partners to develop and structure portfolios at scale – while generating new business and fee income streams for AXIS. While still early in its evolution, several transactions have already been completed, and we expect ACS to become an increasingly meaningful contributor.

Elevating "How We Work"

In 2025, we continued to invest significantly in our “How We Work” transformation program which is driving enhancements across our business and operating model through upgraded technology and AI-enabled capabilities.

These investments align with the commitment we made at our Investor Day to invest $100 million in strengthening our operations and how we go to market. We accelerated these efforts in 2025 and increased our investment threshold, with emphasis on scaling our new and expanded business lines and integrating a new modern AI-enabled front end across the organization.

“Fit for Purpose” in a Dynamic Risk Environment

The risk environment remains highly dynamic, shaped by geopolitical tension, war, economic uncertainty, climate volatility, the energy transition, and technological disruption.

Against this backdrop, the need for specialized, customized insurance solutions has never been greater. As a specialist with a diverse product portfolio and a robust global platform, we believe AXIS is built for this moment.

We entered 2026 well-positioned to build on our progress, guided by a strong roadmap that supports continued positive momentum:

(1)Built for All Seasons: As a specialist, we have developed an operating model that leverages our size and agility to pivot across business lines and geographies — an important differentiator in today’s dynamic environment.

(2)Positioned for Profitable Growth: We are confident in our ability to drive sustained positive momentum as we continue to unlock the potential of our new and expanded business classes, and benefit from the growing contributions of our Lower Middle Market units and AXIS Capacity Solutions.

(3)Disciplined Cycle Management: We have instilled a culture of strong cycle management, and our growth will not come at the expense of the bottom line. This discipline is reflected in the effective repositioning of several businesses in recent years, including Primary Casualty, Public D&O, and Cyber.

(4)Robust Global Distribution: Our multivariate distribution platform is grounded in customer-centricity and deep broker partnerships. Our most recent annual broker survey reflected top-quartile net promoter scores and broader recognition of AXIS as a specialty market leader.

(5)Strong Performance Culture: We are proud to have shaped a culture that is both results-driven and people-oriented, fostering top-caliber work through our pay-for-performance model.

Before closing, we extend our gratitude to our long‑time CFO, Pete Vogt. We are appreciative of his leadership over the past 15 years and all he has done for AXIS. In Matt Kirk, we have appointed an exceptionally capable successor who brings the experience and leadership needed to help drive our next phase of success.

Taken together, 2025 was a milestone year for AXIS and one in which we meaningfully advanced our specialty leadership strategy. Our performance continues to be defined by consistent, positive returns, and we have a strong, actionable roadmap that positions us well to continue delivering bottom‑line results in a dynamic risk environment.

Finally, we extend our appreciation to our AXIS teammates around the world for their outstanding efforts and dedication to our company, our customers, and to one another.

As an AXIS shareholder, we thank you for your investment in our company and hope you share our confidence and excitement for what lies ahead. We look forward to building on our progress and further unlocking our company’s significant untapped potential.

Sincerely,

Notice of Annual General Meeting of Shareholders

When used in this proxy statement, the terms "we," "us," "our," "the Company," "AXIS," and "AXIS Capital" refer to AXIS Capital Holdings Limited and its direct and indirect subsidiaries and branches.

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This proxy statement or any other written or oral statements made by or on behalf of the Company may include forward-looking statements, which reflect the Company’s current views with respect to future events and financial performance. All statements, other than statements of historical fact included in or incorporated by reference in this proxy statement are forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward-looking words such as "may", "should", "could", "anticipate", "estimate", "expect", "plan", "believe", "predict", "potential", "aim", "will", "target", "continue", "intend" or similar statements of a future or forward-looking nature or their negative or similar terminology.

Forward-looking statements made in this proxy statement, such as those related to our estimates, beliefs, expectations, intentions, strategies or projections, and other statements that are not historical facts, reflect our current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Readers should carefully consider these risks alongside those detailed in Item 1A, 'Risk Factors' of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, and in subsequent filings available at www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on forward-looking statements and such other statements, which speak only as of the date they are made.

In addition, references throughout this proxy statement to webpages, policies or reports (including hyperlinks) are provided for our shareholders’ reference. None of the webpages, policies or reports referenced or discussed herein (including content accessible via hyperlinks) are deemed part of, or incorporated by reference in, this proxy statement or any other filing with the Securities and Exchange Commission (SEC).