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Oxbridge Re (NASDAQ: OXBR) returns to profit and advances SurancePlus tokenized reinsurance strategy

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8-K

Rhea-AI Filing Summary

Oxbridge Re Holdings Limited reported Q1 2026 results highlighting progress in its tokenized reinsurance platform and a return to profitability. Net premiums earned were $555,000, down slightly from $595,000 a year earlier, and total revenue was $623,000 versus $692,000 in Q1 2025.

Net income attributable to ordinary shareholders was $22,000, compared with a net loss of $139,000 in the prior-year quarter, as a smaller share of underwriting income was allocated to tokenholders and unrealized losses on investments declined. Expenses rose modestly to $583,000, mainly from higher professional costs tied to investor relations and its Web3 subsidiary.

The loss ratio remained at 0%, but the expense and combined ratios increased to 105% from 95.8%. As of March 31, 2026, cash and restricted cash totaled $8.19 million, supporting ongoing SurancePlus tokenized reinsurance offerings and new initiatives in areas such as tokenized data center and AI infrastructure revenue streams.

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Insights

Oxbridge Re returned to a small profit while leaning into tokenized reinsurance growth.

Oxbridge Re posted Q1 2026 net income of $22,000 after a prior-year loss, on revenue of $623,000. The shift reflects a lower allocation of underwriting income to tokenholders and fewer unrealized investment losses, even as net premiums earned eased modestly.

Underwriting risk remains low, with a 0% loss ratio, but the expense and combined ratios rose to 105%, driven by higher investor relations and Web3 marketing costs. This indicates growth investments are currently pressuring operating efficiency despite the small profit.

Management emphasizes the SurancePlus token platform, which targets returns of 20% and 42% on upcoming T20 and T42 offerings, and reports cash and restricted cash of $8.19 million as of March 31, 2026. Subsequent filings may clarify how quickly tokenized assets and planned AI infrastructure initiatives scale relative to these elevated expense levels.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net premiums earned $555,000 Three months ended March 31, 2026
Total revenue $623,000 Three months ended March 31, 2026
Net income attributable to shareholders $22,000 Three months ended March 31, 2026
Cash and restricted cash $8.19 million As of March 31, 2026
Expense ratio 105.0% Three months ended March 31, 2026
Combined ratio 105.0% Three months ended March 31, 2026
Loss ratio 0.0% Three months ended March 31, 2026
Restricted cash and cash equivalents $7,303,000 As of March 31, 2026
tokenized reinsurance financial
"a leader in digitizing reinsurance securities as tokenized real-world assets (RWAs)"
Tokenized reinsurance converts portions of an insurer’s risk contracts into digital tokens recorded on a secure ledger, so investors can buy, hold, and trade slices of insurance risk much like shares in a fund. It matters because it can widen access to insurance returns, speed and simplify transactions, and make pricing and diversification more transparent—think of breaking a large loan into many small, tradable pieces.
Real-World Assets (RWAs) financial
"offers tokenized Real-World Assets (“RWAs”) as tokenized reinsurance securities"
Real-world assets (RWAs) are tangible items or properties, such as real estate, commodities, or equipment, that have intrinsic value and exist outside the digital or financial world. For investors, RWAs offer a way to diversify holdings beyond traditional financial assets like stocks and bonds, providing potential stability and income through ownership of physical or tangible resources.
loss ratio financial
"The loss ratio remained consistent at 0% for the three-month period ended March 31, 2026"
Loss ratio is the percentage of an insurer’s collected premiums that is paid out to cover claims and related costs, showing how much of customer payments are used to settle losses. Investors treat it like a fuel-efficiency gauge for an insurance business—lower loss ratios suggest pricing and risk selection leave more room for profit, while consistently high ratios signal weak pricing, rising claims, or not enough money set aside, which can hurt returns.
combined ratio financial
"For the three-month period ended March 31, 2026, the combined ratio increased to 105%"
The combined ratio is a way insurance companies measure how well they are doing by adding up all their costs and claims and comparing them to the money they earn from premiums. If the ratio is below 100%, it means the company is making a profit; if it's above 100%, they are losing money. It helps see if an insurance company is financially healthy or not.
mezzanine equity financial
"Mezzanine Equity Due to EpsilonCat Re / DeltaCat Re / EtaCat Re / ZetaCat Re Tokenholders"
Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.
Web3-focused subsidiary technical
"Our new Web3-focused subsidiary, SurancePlus Inc. (“SurancePlus”), has developed the first “on-chain” reinsurance RWA"
Total revenue $623,000
Net income attributable to ordinary shareholders $22,000
Net premiums earned $555,000
Combined ratio 105.0%
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 11, 2026

 

 

 

OXBRIDGE RE HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands   001-36346   98-1150254

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Suite 201,    
42 Edward Street, George Town P.O. Box 469    
Grand Cayman, Cayman Islands   KY1-9006
(Address of Principal Executive Office)   (Zip Code)

 

Registrant’s telephone number, including area code: (345) 749-7570

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading symbol   Name of each exchange on which registered
Ordinary Shares (par value $0.001)   OXBR   The Nasdaq Stock Market LLC
Warrants to Purchase Ordinary Shares   OXBRW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On May 11, 2026, Oxbridge Re Holdings Limited issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.

 

 

 

 

SIGNATURE

 

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.

 

  OXBRIDGE RE HOLDINGS LIMITED
   
  /s/ Wrendon Timothy
Date: May 11, 2026 Wrendon Timothy
  Chief Financial Officer and Secretary
  (Principal Accounting Officer and Principal Financial Officer)

 

A signed original of this Form 8-K has been provided to Oxbridge Re Holdings Limited and will be retained by Oxbridge Re Holdings Limited and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release, dated May 11, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

Exhibit 99.1

 

 

Oxbridge Re Highlights Strong Q1 2026 Execution, Platform Growth and Market Opportunity

 

GRAND CAYMAN, Cayman Islands (May 11, 2026) -- Oxbridge Re Holdings Limited (NASDAQ: OXBR), (the “Company”), a leader in digitizing reinsurance securities as tokenized real-world assets (RWAs), today reported its results for the three months ended March 31, 2026.

 

SurancePlus Token Platform Performance and Growth

 

SurancePlus continues to demonstrate strong performance across its 2025–2026 tokenized reinsurance offerings. The Balanced Yield Token (EtaCat Re), which initially targeted a 20% annual return, is now anticipated to achieve a 25% return, and the High Yield Token (ZetaCat Re) remains on track to achieve its 42% return target. These results reflect our portfolio’s disciplined underwriting approach and highlight how tokenized reinsurance can deliver consistent, uncorrelated returns within the $750 billion total addressable reinsurance market.

 

Platform Expansion and Ecosystem Growth

 

During the quarter, SurancePlus continued advancing its blockchain infrastructure, interoperability, and market presence through strategic ecosystem relationships involving Solana, Alphaledger, and LayerZero, supporting expanded visibility, connectivity, and interoperability across more than 160 blockchain networks.

 

The Company also continued increasing investor engagement and platform awareness initiatives as participation across the SurancePlus ecosystem expands.

 

In addition to its current initiatives, SurancePlus is exploring opportunities to enable tokenized reinsurance participation for third-party carriers and counterparties. 

 

Catastrophe Market Outlook and 2026–2027 Positioning

 

As the Company prepares for the upcoming 2026–2027 underwriting cycle and its planned T20 and T42 offerings targeting annual returns of 20% and 42%, respectively, current industry forecasts may support a constructive underwriting environment relative to recent years.

 

Recent forecasts issued by Colorado State University’s (CSU) Department of Atmospheric Science indicate the 2026 Atlantic hurricane season may trend below historical averages, supported in part by anticipated El Niño conditions, which have historically contributed to reduced Atlantic storm activity.

 

While hurricane activity remains inherently unpredictable, management believes the combination of continued strong portfolio performance and current climate forecasts positions the Company favorably entering the next contract cycle.

 

 

 

 

Strategic Outlook

 

In parallel, management is making meaningful progress advancing opportunities to broaden the SurancePlus model into additional high-quality, cash-generating asset categories, including initiatives involving tokenized data center revenue streams and infrastructure aligned with the continued growth of artificial intelligence.

 

The Company believes these initiatives have the potential to further expand the Company’s long-term growth opportunity and support future shareholder value creation.

 

As of March 31, 2026, the Company reported $8.19 million in cash and restricted cash, reflecting continued balance sheet strength and supporting its ongoing strategic initiatives.

 

The Company believes its continued platform execution, ecosystem development efforts, and balance sheet position support its long-term strategic objectives.

 

Looking Ahead

 

The Company remains focused on scaling its business through its real-world asset (RWA) initiatives, broadening market awareness, advancing strategic ecosystem relationships, and executing on its growing pipeline of tokenized asset opportunities.

 

With strong performance across its current offerings, continued ecosystem development involving Solana, Alphaledger, and LayerZero, and advancement of additional asset tokenization opportunities, the Company believes it is well positioned as it enters the 2026–2027 underwriting cycle.

 

Jay Madhu Chairman and CEO commented, “We are pleased with the continued strong performance of this year’s tokenized reinsurance contracts. As we approach the conclusion of the season, our existing offerings remain unaffected and on track to pay out 25% and 42%, respectively.

 

At the same time, we continue developing the reach and visibility of the SurancePlus platform through our growing relationships involving Solana, Alphaledger, and LayerZero, supporting expanded interoperability and ecosystem access. We also remain excited about the longer-term opportunities to expand our model into additional high-quality, cash-generating assets aligned with major growth trends, including artificial intelligence infrastructure.

 

As of March 31, 2026, the Company reported $8.19 million in cash and restricted cash, supporting our continued strategic initiatives and long-term growth opportunities.

 

We believe the combination of platform growth, strong contract performance, and expanding market opportunities positions the Company well as we enter the upcoming underwriting cycle.”

 

Financial Performance

 

Net premiums earned for the three months ended March 31, 2026 decreased to $555,000 from $595,000 for the quarter ended March 31, 2025. The decrease is due to lower weighted average rate on reinsurance contracts in force during the quarter ended March 31, 2026, when compared to the prior period.

 

Net income for the quarter ended March 31, 2026 was $22,000, or $0 basic and diluted income per share compared to a net loss of $139,000, or ($0.02) basic and diluted loss per share, for the quarter ended March 31, 2025. The decrease in net loss is primarily due to a decreased allocation of underwriting income to tokenholders, as the Company itself is the major contributor toward 2025/26 treaty contracts in place, coupled with a decrease in unrealized loss on other investments during the quarter ended March 31, 2026 when compared with the prior period.

 

For the three months ended March 31, 2026, total expenses, including policy acquisition costs and general and administrative expenses, increased to $583,000 from $570,000 for the quarter ended March 31, 2025. The increase is primarily due to increased professional costs relating to investor relations and our web3 subsidiary marketing.

 

 

 

 

As of March 31, 2026, our restricted cash and cash equivalents increased by $1.21 million to $8.19 million, from $6.98 million as of December 31, 2025. The increase is the net result of premium deposits made during the three-months ending March 31, 2026 and the $1 million proceeds from the loan payable.

 

Financial Ratios

 

Loss Ratio. The loss ratio is the ratio of losses and loss adjustment expenses incurred to premiums earned and measures the underwriting profitability of our reinsurance business. The loss ratio remained consistent at 0% for the three-month period ended March 31, 2026 when compared with prior comparative period.

 

Acquisition Cost Ratio. The acquisition cost ratio is the ratio of policy acquisition costs and other underwriting expenses to net premiums earned. The acquisition cost ratio measures our operational efficiency in producing, underwriting and administering our reinsurance business. The acquisition cost ratio increased marginally to 11.0% for the quarter ended March 31, 2026 from 10.9% for the quarter ended March 31, 2025.

 

Expense Ratio. The expense ratio is the ratio of policy acquisition costs and general and administrative expenses to net premiums earned. We use the expense ratio to measure our operating performance. For the three-month period ended March 31, 2026, the expense ratio increased to 105%, from 95.8% for the three-month period ended March 31, 2025. The increase is primarily due to increased professional costs relating to investor relations and our web3 subsidiary marketing and operations.

 

Combined ratio. We use the combined ratio to measure our underwriting performance. The combined ratio is the sum of the loss ratio and the expense ratio. For the three-month period ended March 31, 2026, the combined ratio increased to 105%, from 95.8% for the three-month period ended March 31, 2025. The increase is primarily due to increased professional costs relating to investor relations and our web3 subsidiary marketing and operations.

 

Conference Call

 

Management will host a conference call later today to discuss these financial results, followed by a question and answer session. President and Chief Executive Officer Jay Madhu and Chief Financial Officer Wrendon Timothy will host the call starting at 4:30 p.m. Eastern time. The live presentation can be accessed by dialling the number below or by clicking the webcast link available on the Investor Information section of the company’s website at www.oxbridgere.com.

 

Date: May 11, 2026

Time: 4.30 p.m. Eastern time

Toll-free number: 877-524-8416

International number: +1 412-902-1028

 

Please call the conference telephone number 15 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact InComm Conferencing at +1-201-493-6280

media@incommconferencing.com

 

A replay of the call will be available by telephone after 4:30 p.m. Eastern time on the same day of the call until May 25, 2026.

 

Toll-free replay number: 877-660-6853

International replay number: +1-201-612-7415

Conference ID: 13760495

 

 

 

 

About Oxbridge Re Holdings Limited

 

Oxbridge Re Holdings Limited (www.OxbridgeRe.com) (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is headquartered in the Cayman Islands. The company offers tokenized Real-World Assets (“RWAs”) as tokenized reinsurance securities and reinsurance business solutions to property and casualty insurers, through its wholly owned subsidiaries Oxbridge Reinsurance Limited, Oxbridge Re NS, and SurancePlus Inc.

 

Insurance businesses in the Gulf Coast region of the United States purchase property and casualty reinsurance through our licensed reinsurers Oxbridge Reinsurance Limited and Oxbridge Re NS.

 

Our new Web3-focused subsidiary, SurancePlus Inc. (“SurancePlus”), has developed the first “on-chain” reinsurance RWA of its kind to be sponsored by a subsidiary of a publicly traded company. By digitizing interests in reinsurance contracts as on-chain RWAs, SurancePlus has democratized the availability of reinsurance as an alternative investment to both U.S. and non-U.S. investors.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Any forward-looking statements made in this press release speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement contained in this press release, even if the Company’s expectations or any related events, conditions or circumstances change.

 

Company Contact:

 

Oxbridge Re Holdings Limited

Jay Madhu, CEO

345-749-7570

jmadhu@oxbridgere.com

 

 

 

 

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Balance Sheets

(expressed in thousands of U.S. Dollars, except per share and share amounts)

 

    At
March 31, 2026
  At
December 31, 2025
 
         
Assets          
Cash and cash equivalents   $885   268 
Restricted cash and cash equivalents    7,303   6,708 
Premiums receivable    230   766 
Deferred policy acquisition costs    41   102 
Operating lease right-of-use assets    89   43 
Prepayment and other assets    174   150 
Property and equipment, net    15   16 
Total assets   $8,737   8,053 
           
Liabilities and Shareholders’ Equity          
Liabilities:          
Reserve for losses and loss adjustment expenses    91   91 
Notes payable to noteholders    118   118 
Unearned premiums reserve    370   926 
Losses payable    73   73 
Loan payable    1,000   - 
Operating lease liabilities    89   43 
Accounts payable and other liabilities    381   309 
Total liabilities    2,122   1,560 
           
Mezzanine Equity          
Due to EpsilonCat Re / DeltaCat Re / EtaCat Re / ZetaCat Re Tokenholders    520   518 
           
Shareholders’ equity:          
Ordinary share capital, (par value $0.001, 500,000,000 shares authorized; 7,801,374 and 7,664,122 shares issued and outstanding)    6   6 
Additional paid-in capital    38,129   38,047 
Accumulated Deficit    (32,115)  (32,137)
Total Oxbridge shareholders’ equity    6,020   5,916 
Non-controlling interests    75   59 
Total shareholders’ equity    6,095   5,975 
Total liabilities, mezzanine and shareholders’ equity   $8,737   8,053 

 

 

 

 

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Statements of Income

(expressed in thousands of U.S. Dollars, except per share and share amounts)

 

    Three Months Ended
March, 31
 
    2026  2025 
         
Revenue          
           
Net premiums earned    555   595 
Net investment and other income    68   79 
Unrealized loss on other investments    -   (20)
Realized gain on other investments    -   35 
Change in fair value of equity securities    -   3 
           
Total revenue    623   692 
           
Expenses          
Policy acquisition costs and underwriting expenses    61   65 
General and administrative expenses    522   505 
           
Total expenses    583   570 
           
Income before income attributable to tokenholders and non-controlling interests    40   122 
           
Income attributable to tokenholders    (2)  (247)
           
Income (loss) before income attributable to non-controlling interests    38   (125)
           
Income attributable to non-controlling interests    (16)  (14)
           
Net income (loss) attributable to ordinary shareholders    22   (139)
           
Income (loss) per share attributable to shareholders          
Basic and Diluted    -   (0.02)
           
Weighted-average shares outstanding          
Basic and Diluted    7,799,832   6,899,062 
           
Performance ratios to net premiums earned:          
Loss ratio    0.0%   0.0% 
Acquisition cost ratio    11.0%   10.9% 
Expense ratio    105.0%   95.8% 
Combined ratio    105.0%   95.8% 

 

 

 

FAQ

How did Oxbridge Re (OXBR) perform financially in Q1 2026?

Oxbridge Re reported a small profit in Q1 2026. Net income attributable to ordinary shareholders was $22,000 on total revenue of $623,000, compared with a net loss of $139,000 on $692,000 of revenue in Q1 2025.

What were Oxbridge Re (OXBR) net premiums and expenses in Q1 2026?

Net premiums earned were $555,000 in Q1 2026, slightly below $595,000 a year earlier. Total expenses, including policy acquisition and general and administrative costs, increased to $583,000 from $570,000, mainly due to higher professional and Web3 marketing-related costs.

What underwriting and expense ratios did Oxbridge Re (OXBR) report for Q1 2026?

Oxbridge Re’s Q1 2026 loss ratio remained at 0%, indicating no reported losses on earned premiums. However, the expense and combined ratios rose to 105% from 95.8%, reflecting higher operating and marketing costs relative to net premiums earned.

How strong is Oxbridge Re (OXBR) liquidity and cash position as of March 31, 2026?

As of March 31, 2026, Oxbridge Re reported $8.19 million in cash and restricted cash. This balance, including $885,000 of cash and cash equivalents and $7.30 million of restricted cash, supports its reinsurance operations and SurancePlus tokenized asset initiatives.

What is Oxbridge Re’s SurancePlus token platform and current return targets?

SurancePlus is Oxbridge Re’s Web3-focused platform offering tokenized reinsurance securities as real-world assets. Current offerings include Balanced Yield and High Yield tokens, with anticipated returns of 25% and targeted 42%, and planned T20 and T42 tokens targeting annual returns of 20% and 42%.

What strategic growth areas is Oxbridge Re (OXBR) pursuing beyond reinsurance tokens?

Management is exploring expanding its model into additional cash-generating asset categories, including tokenized data center revenue streams and infrastructure aligned with artificial intelligence growth, while deepening blockchain relationships with Solana, Alphaledger, and LayerZero across more than 160 networks.

Filing Exhibits & Attachments

5 documents