AXIS CAPITAL HOLDINGS LTD

Proxy Statement Summary

2025 Company Financial Performance

In 2025, Mr. Tizzio and his leadership team continued to advance the Company’s strategy to position AXIS as a leading specialty underwriter, delivering another year of strong financial performance. Book value per diluted common share increased 18.3% to $77.20 for the year. Full‑year gross premiums written reached a record $9.6 billion, an increase of 7% over 2024. Supported by robust consolidated underwriting income(1) of $725 million, up 27% year‑over‑year, and net investment income of $767 million. The Company generated operating income(2) of $1.0 billion, or a record operating income per diluted common share(2) of $12.92.

AXIS' 2025 financial results for several key metrics on an absolute basis are set forth below. For more information on how these metrics are used to evaluate compensation, see "Financial Results used to Evaluate Compensation."

(1)Consolidated underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, net income (loss), is provided in Appendix 1.

(2)Operating income (loss) and operating income (loss) per diluted common share are non-GAAP financial measures as defined in Item 10(e) of SEC Regulation S-K. The reconciliations to the most comparable GAAP financial measures, net income (loss) available (attributable) to common shareholders and earnings (loss) per diluted common share, respectively, and a discussion of the rationale for the presentation of these items are provided in Appendix 1.

(3)"ROACE" is return on average common equity and is calculated by dividing net income (loss) available (attributable) to common shareholders for the period by the average common shareholders’ equity determined using the common shareholders’ equity balances at the beginning and end of the period.

(4)"OROACE" is operating return on average common equity and is calculated by dividing operating income (loss) for the period by the average common shareholders’ equity determined using the common shareholders’ equity balances at the beginning and end of the period. OROACE is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measure, ROACE, along with a discussion of the rationale for its presentation, is provided in Appendix 1.

(5)"Book Value per Diluted Common Share" or "DBVPS" represents common shareholders’ equity divided by the number of diluted common shares outstanding, determined using the treasury stock method.

(6)One-year absolute Total Shareholder Return with dividends reinvested, sourced from S&P Capital IQ.

Executive Compensation

Key compensation actions for 2025 include aligning pay and performance by:

•Rewarding outstanding underlying financial results and execution on our strategic business priorities in 2025 by paying our CEO and Named Executive Officers:

–annual incentive awards at a range of 129.2% to 159.5% of target.

–annual equity awards at a range of 100% to 122% of target.

•Relative total shareholder return as compared to our performance peers (“rTSR”) was the Company’s sole financial metric for its performance-vesting restricted stock unit awards (“PSUs”) issued in 2023 (with a three-year performance period ending at the end of fiscal year 2025).

–These PSUs paid out at 200%, as a result of the Company's ranking in the 93rd percentile of our PSU peer group.

Proxy Statement Summary

•Awarded our CEO a special equity grant of $3,500,000 in recognition of his exceptional performance, the delivery of record financial results and the strengthening of the Company’s strategic positioning as a top‑tier specialty insurer and reinsurer.

–The award is designed to encourage continued focus on driving improved stock performance and to align with long-term shareholder outcomes.

–More than half of the award will only vest to the extent that total shareholder return hurdles are met over a three-year period.

•For more information on executive compensation, see "Compensation Discussion and Analysis" and "Executive Compensation."

Corporate Governance Highlights

Corporate governance continues to be an area of significant focus for our Board. Our current governance practices include the following, many of which are discussed in further detail throughout this proxy statement:

•Regular shareholder engagement

•Annual Board and committee self-evaluations

•Majority independent Board and fully independent Audit, Human Capital and Compensation, and Corporate Governance, Nominating, and Sustainability Committees

•None of our directors serve on the board of directors of more than three other publicly-held corporations

•Majority vote standard for the election of directors

•No stockholder rights plan (“poison pill”)

•Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting

•Executive severance plan which provides consistent severance benefit protection to help attract and retain key executives, while replacing executive employment agreements over time

Shareholder Engagement and Responsiveness to 2025 Say on Pay Vote

In addition to our regular investor relations efforts, we have a robust shareholder outreach program. Shareholder feedback is shared with the Board and helps to inform enhancements to our executive compensation, governance, and sustainability practices.

In 2025, we reached out to shareholders representing approximately 69% of our outstanding common shares. In both the spring and fall, we conducted meetings with investors who indicated a desire to discuss our governance, compensation, and strategic priorities. Michael Millegan, our Human Capital and Compensation Committee Chair, and our Board Chair, W. Marston Becker, led engagement efforts and actively participated in all of the meetings.

Our 2025 Say on Pay vote received support from 93% of the votes cast. During our comprehensive outreach campaign, we sought to better understand our shareholders’ perspectives on our executive pay programs and the overall feedback was positive.

For more information on shareholder engagement and our response to the 2025 Say on Pay vote, see "Compensation Discussion and Analysis – Executive Summary – Shareholder Engagement and Responsiveness to 2025 Say on Pay Vote."