UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 5, 2025, AXIS Capital Holdings Limited (the “Company”) entered into a stock repurchase agreement (the “Repurchase Agreement”) with T-VIII PubOpps LP (“T8”), pursuant to which T8 agreed to sell 2,139,037 shares to the Company for an aggregate price of approximately $200 million (the “Repurchase”). T8 is an investment vehicle managed by Stone Point Capital LLC (“Stone Point”). Stone Point manages the Trident Funds including investment funds that hold approximately 5.6% of the Company’s outstanding common shares (which will be approximately 3% following the Repurchase). Charles Davis, one of the Company’s directors, is the sole member of an entity that is one of five general partners of the entity serving as general partner for the relevant investment funds. Mr. Davis is the Chairman, Co-Chief Executive Officer and a member of Stone Point, and he serves as the Chairman of the Investment Committees of the Trident Funds.
The Repurchase was made under the Company’s Board-authorized $400 million share repurchase program. The Repurchase Agreement is attached as Exhibit 10.1 to this Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description of Document | |
| 10.1 | Stock Repurchase Agreement, dated March 5, 2025, between AXIS Capital Holdings Limited and T-VIII PubOpps LP | |
| 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: March 5, 2025
| AXIS CAPITAL HOLDINGS LIMITED | ||
| By: | /s/ G. Christina Gray-Trefry | |
| G. Christina Gray-Trefry | ||
| General Counsel and Secretary | ||