Oxbridge Re Hldg SEC Filings

Westamerica Bancorporation (WABC) Form 4 filing dated 07/10/2025 reports routine insider activity by John A. Thorson, the company’s Senior Vice President & Treasurer.

• On 07/09/2025 and 07/10/2025 Thorson exercised non-qualified stock options (transaction code M) with an exercise price of $49.70 per share. The two transactions covered 10 and 6,462 options, respectively, for a combined 6,472 options converted into common stock.

• Following the exercises, Thorson still holds 15,133 derivative securities (options) and reports ownership of 2,595 WABC common shares directly and 1,932.696 shares indirectly through the company ESOP.

The filing discloses no open-market sales or purchases of the underlying shares, and no additional compensation-related terms beyond the standard three-year ratable vesting schedule.

Investor takeaway: The exercised amount represents an immaterial fraction of WABC’s outstanding shares and appears to be a scheduled, compensation-driven event rather than a directional signal. No material impact on the company’s fundamentals or governance is indicated.

Oxbridge Re Holdings Limited (Nasdaq: OXBR) filed an 8-K on 9 July 2025 announcing it has entered into a new $5 million at-the-market Equity Distribution Agreement with Maxim Group LLC. The agreement authorises the agent to sell ordinary shares from time to time on the Nasdaq Capital Market or other trading venues at prevailing prices. Either party may terminate the arrangement with 30 days’ notice or once the full $5 million capacity is reached. Oxbridge will pay a 3.0 % sales commission on gross proceeds.

The facility replaces the September 30 2022 ATM agreement under which the company raised $4.6 million. The company is under no obligation to issue shares and may instruct the Sales Agent on price, time and amount parameters. Net proceeds are earmarked for general corporate purposes, including funding of the company’s reinsurance operations; pending deployment, proceeds will be invested in cash or short-term investment-grade instruments.

Shares offered under the ATM are being drawn from the company’s existing shelf registration statement (Form S-3, File No. 333-287186). In line with General Instruction I.B.6, up to $517,745 of ordinary shares are currently registered, with additional prospectus supplements required for further capacity. Supporting documents include the Equity Distribution Agreement (Exhibit 1.1) and Cayman legal opinion (Exhibit 5.1).

Oxbridge Re Holdings Ltd. (Ticker: OXBRW) – Schedule 13D/A (Amendment No. 2)

The filing updates the beneficial ownership of a coordinated reporting group led by Allan S. Martin and related entities. The group now controls a combined 964,422 ordinary shares (12.07% of outstanding) through direct holdings and warrant-exercisable shares. Key ownership breakdown:

• Allan S. Martin: 964,422 shares (incl. 547,298 warrant-exercisable), sole voting/dispositive power 0; shared 964,422.
• Marie B. Martin: 424,697 shares (5.53%), sole voting/dispositive 34,664; shared 390,033.
• Fleur de Lis Partners, LLLP: 317,770 shares (4.13%), all shared voting/dispositive.
• Allan S Martin Children’s IRRV Trust: 34,664 shares (≈1%).
• Martin Family Foundation, Inc.: 146,723 shares (≈1%).

The securities were acquired with personal funds “for investment purposes.” No plans for corporate actions are disclosed.

Recent transactions (Schedule A, past 60 days):

• Open-market sales: four blocks of 1,000 shares each on 3 Jul 2025 at weighted prices between $2.0312–$2.1350.
• Inter-family transfer: 25,000-share gift on 7 Jul 2025 from Allan & Marie Martin to the Martin Family Foundation; reciprocal transfer recorded for reporting purposes.

Following these trades, Mr. Martin remains the largest outside shareholder, exceeding the 5% threshold that triggers 13D reporting. The filing contains no new financing arrangements, litigation, or proposals affecting control. All signatories certified the accuracy of the statement on 7 Jul 2025.

Triumph Group, Inc. (TGI) filed a Form 8-K reporting that on 30 June 2025 it executed amendments to its $75 million receivables securitization facility, originally established in August 2008.

The company and its special-purpose entity, Triumph Receivables, LLC, entered into three restated agreements: (1) the Receivables Purchase Agreement, (2) the Purchase and Sale Agreement, and (3) a Performance Guaranty.

Main changes:

• Facility administration transferred from PNC Bank, National Association to MUFG Bank, Ltd.
• Updated benchmark transition provisions to reflect market reference rate changes.
• Technical revisions linked to the pending acquisition of Triumph Group by affiliates of Warburg Pincus LLC and Berkshire Partners LLC.

The amendments do not disclose any change to the facility’s $75 million capacity, and no financial statements accompanied the filing.

Aligning the securitization documentation with the upcoming change of control should help preserve liquidity and operational continuity as the acquisition process advances.