Axis Capital Holdings Ltd S-3ASR, filed Nov 4, 2025

Axis Capital Holdings Ltd (AXS)

S-3ASR 2025-11-04

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Page
Prospectus Summary		1
Risk Factors		2
Cautionary Statement Regarding Forward-Looking Statements		3
Use of Proceeds		5
Description of Our Share Capital		6
Description of Our Depositary Shares		18
Description of AXIS Capital Debt Securities		21
Description of Our Warrants		32
Description of AXIS Finance Debt Securities and AXIS Capital Debt Guarantees		34
Description of AXIS Finance PLC Debt Securities and AXIS Capital Debt Guarantees		45
Description of Purchase Contracts and Purchase Units		58
Book-Entry Procedures and Settlement		59
Plan of Distribution		61
Legal Matters		63
Experts		63
Where You Can Find More Information		63
Documents Incorporated by Reference		63

Securities and Exchange Commission Registration Fee	$	*
Trustees’ Fees and Expenses		**
Transfer Agents’ Fees and Expenses		**
Accountants’ Fees and Expenses		**
Legal Fees and Expenses		**
Printing and Engraving Fees		**
Rating Agency Fees		**
Miscellaneous Expenses		**
Total Expenses	$	**

	Exhibit Number			Description of Exhibits
	1.1*			Form of Underwriting Agreement relating to common shares.
	1.2*			Form of Underwriting Agreement relating to preference shares and depositary shares.
	1.3*			Form of Underwriting Agreement relating to debt securities.
	4.1			Certificate of Incorporation and Memorandum of Association of AXIS Capital (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed on April 16, 2003).
	4.2			Amended and Restated Bye-laws of AXIS Capital (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed on May 15, 2009).
	4.3			Certificate of Formation of AXIS Finance (incorporated herein by reference to Exhibit 4.14 to the Registration Statement on Form S-3 filed on March 18, 2010).
	4.4			Limited Liability Company Agreement of AXIS Finance (incorporated herein by reference to Exhibit 4.15 to the Registration Statement on Form S-3 filed on March 18, 2010).
	4.5			Certificate of Incorporation and Memorandum of Association of AXIS Finance PLC (incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-3 filed on January 16, 2014).
	4.6			Articles of Association of AXIS Finance PLC (incorporated herein by reference to Exhibit 4.6 to the Registration Statement on Form S-3 filed on January 16, 2014).
	4.7			Specimen Common Share Certificate (incorporated herein by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 filed on June 10, 2003).
	4.8*			Form of Certificate of Designation, Preferences and Rights relating to preference shares.
	4.9*			Form of Stock Certificate relating to preference shares.
	4.10			Certificate of Designations setting forth the specific rights, preferences, limitations and other terms of the Series E Preferred Shares (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 7, 2016).
	4.11			Form of Stock Certificate evidencing the Series E Preferred Shares (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 7, 2016).
	4.12*			Form of Deposit Agreement, including the form of depositary receipt.
	4.13			Deposit Agreement dated as of November 7, 2016 by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on November 7, 2016).
	4.14			Senior Indenture dated as of November 15, 2004 between AXIS Capital and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 15, 2004).
	4.15			First Supplemental Indenture between AXIS Capital and The Bank of New York Mellon, as trustee, dated as of November 15, 2004 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 15, 2004).
	4.16			Form of Subordinated Indenture, to be entered into between AXIS Capital and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.18 to the Registration Statement on Form S-3 filed on November 19, 2019).
	4.17			Form of Junior Subordinated Indenture, to be entered into between AXIS Capital and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.19 to the Registration Statement on Form S-3 filed on November 19, 2019).

	Exhibit Number			Description of Exhibits
	4.18			Senior Indenture dated as of March 23, 2010 among AXIS Finance, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q filed on April 27, 2010).
	4.19			Form of Subordinated Indenture, to be entered into among AXIS Finance, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.21 to the Registration Statement on Form S-3 filed on November 19, 2019).
	4.20			Junior Subordinated Indenture dated as of December 10, 2019 among AXIS Finance, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 11, 2019).
	4.21			First Supplemental Indenture dated as of December 10, 2019 among AXIS Finance, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 11, 2019).
	4.22			Senior Indenture dated as of March 13, 2014 among AXIS Finance PLC, as issuer, AXIS Capital, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 13, 2014).
	4.23			First Supplemental Indenture dated as of April 3, 2019 among AXIS 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 herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2019).
	4.24			Form of Subordinated Indenture, to be entered into among AXIS Finance PLC, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.25 to the Registration Statement on Form S-3 filed on November 19, 2019).
	4.25			Form of Junior Subordinated Indenture, to be entered into among AXIS Finance PLC, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.26 to the Registration Statement on Form S-3 filed on November 19, 2019).
	4.26*			Form of Debt Securities.
	4.27*			Form of Warrant Agreement for warrants sold alone, including the form of Warrant Certificate.
	4.28*			Form of Warrant Agreement for warrants attached to securities, including the form of Warrant Certificate.
	4.29*			Form of Purchase Contract Agreement.
	4.30*			Form of Purchase Units.
	4.31			Form of Preferred Securities Guarantee Agreement (incorporated herein by reference to Exhibit 4.20 to the Registration Statement on Form S-3 filed on August 6, 2004).
	5.1			Opinion of Davis Polk & Wardwell LLP.
	5.2			Opinion of Conyers Dill & Pearman Limited.
	5.3			Opinion of Davis Polk & Wardwell LLP.
	23.1			Consent of Deloitte Ltd.
	23.2			Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1).
	23.3			Consent of Conyers Dill & Pearman Limited (contained in Exhibit 5.2).
	23.4			Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.3).

	Copies to:
	Conrad Brooks, Esq. Chief Administrative and Legal Officer AXIS Capital Holdings Limited 92 Pitts Bay Road Pembroke HM 08, Bermuda Telephone: (212) 455-2000			Richard D. Truesdell, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000

	Exhibit Number			Description of Exhibits
	25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, the trustee under the Senior Debt Indenture of AXIS Capital.
	25.2			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, the trustee under the Subordinated Debt Indenture of AXIS Capital.
	25.3			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, the trustee under the Junior Subordinated Debt Indenture of AXIS Capital.
	25.4			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Senior Debt Indenture of AXIS Finance.
	25.5			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Subordinated Debt Indenture of AXIS Finance.
	25.6			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Junior Subordinated Debt Indenture of AXIS Finance.
	25.7			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Senior Debt Indenture of AXIS Finance PLC.
	25.8			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Subordinated Debt Indenture of AXIS Finance PLC.
	25.9			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Junior Subordinated Debt Indenture of AXIS Finance PLC.
	107			Filing Fee table

	Signature			Title
	/s/ Vincent Tizzio Vincent Tizzio			President, Chief Executive Officer and Director (Principal Executive Officer)
	/s/ Peter Vogt Peter Vogt			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	/s/ W. Marston Becker W. Marston Becker			Chair of the Board
	/s/ Charles Davis Charles Davis			Director
	/s/ Anne Melissa Dowling Anne Melissa Dowling			Director
	/s/ Elanor Hardwick Elanor Hardwick			Director

	Signature			Title
	/s/ Michael Millegan Michael Millegan			Director
	/s/ Thomas Ramey Thomas Ramey			Director
	/s/ Henry Smith Henry Smith			Director
	/s/ Axel Theis Axel Theis			Director
	/s/ Barbara Yastine Barbara Yastine			Director
	/s/ Lizabeth Zlatkus Lizabeth Zlatkus			Director
	/s/ Stanley Galanski Stanley Galanski			Director
	/s/ Conrad Brooks Conrad Brooks			Authorized Representative in the United States

	Signature			Title
	/s/ Andrew Weissert Andrew Weissert			Chief Executive Officer and President (Principal Executive Officer)
	/s/ William Smith William Smith			Chief Financial Officer and Controller (Principal Financial Officer and Principal Accounting Officer) and director of AXIS Specialty U.S. Holdings, Inc., the managing member of AXIS Specialty Finance LLC
	/s/ Christopher Cowart Christopher Cowart			Director of AXIS Specialty U.S. Holdings, Inc., the managing member of AXIS Specialty Finance LLC
	/s/ Conrad Brooks Conrad Brooks			Director of AXIS Specialty U.S. Holdings, Inc., the managing member of AXIS Specialty Finance LLC

	Signature			Title
	/s/ James Mollett James Mollett			Chief Executive Officer, President and Director (Principal Executive Officer)
	/s/ Raj Shah Raj Shah			Chief Financial Officer, Controller and Director (Principal Financial Officer and Principal Accounting Officer)
	/s/ Sarah Hills Sarah Hills			Director of AXIS Specialty Finance PLC
	/s/ Conrad Brooks Conrad Brooks			Authorized Representative in the United States

Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y. 10004-1417 and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, NW, Washington, D.C. 20429
The Clearing House Association L.L.C.	100 Broad Street, New York, N.Y. 10004

1.	-	A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).)

4.	-	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-229494.)

6.	-	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519.)

7.	-	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

THE BANK OF NEW YORK MELLON

By:	/s/ Glenn G. McKeever
	Name:	Glenn G. McKeever
	Title:	Vice President

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,631,000
Interest-bearing balances		145,342,000
Securities:
Held-to-maturity securities		48,397,000
Available-for-sale debt securities		98,422,000
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		25,359,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		35,466,000
LESS: Allowance for credit losses on loans and leases		252,000
Loans and leases held for investment, net of allowance		35,214,000
Trading assets		6,908,000
Premises and fixed assets (including right-of-use assets)		2,942,000
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		2,108,000
Direct and indirect investments in real estate ventures		0
Intangible assets		7,403,000
Other assets		21,567,000
Total assets		398,293,000

LIABILITIES
Deposits:
In domestic offices			227,667,000
Noninterest-bearing			61,793,000
Interest-bearing			165,874,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			120,459,000
Noninterest-bearing			13,646,000
Interest-bearing			106,813,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			2,593,000
Trading liabilities			3,074,000
Other borrowed money: (includes mortgage indebtedness)			5,662,000
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			7,921,000
Total liabilities			367,376,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			12,748,000
Retained earnings			19,211,000
Accumulated other comprehensive income			-2,177,000
Other equity capital components			0
Total bank equity capital			30,917,000
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			30,917,000
Total liabilities and equity capital			398,293,000


Robin A. Vince Jeffrey A. Goldstein Joseph J. Echevarria			Directors

	Name	Address
	Comptroller of the Currency – United States Department of the Treasury	Washington, D.C. 20219
	Federal Reserve Bank	San Francisco, California 94105
	Federal Deposit Insurance Corporation	Washington, D.C. 20429

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:	/s/ Terence Rawlins
	Name:	Terence Rawlins
	Title:	Vice President

	Dollar amounts
	in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		9,503
Interest-bearing balances		224,982
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		98,650
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		0
LESS: Allowance for credit losses on loans and leases		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including right-of-use assets)		8,796
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		127,415

Total assets	$	1,325,659

Elizabeth Lyndon, Managing Director	)
Kevin C. Weeks, President	)	Directors (Trustees)
Fernando A. Costa, Managing Director	)