OXBRIDGE RE HOLDINGS Ltd (OXBRW) SEC Filings

Oxbridge Re Holdings Limited reported a return to profitability for the quarter and six months ended June 30, 2026. Net income attributable to ordinary shareholders was $176,000 for the quarter and $198,000 for the first half of 2026, compared with losses of $1.9 million and $2.0 million in the prior-year periods. Total revenue for the first half rose to $1.6 million, driven primarily by $501,000 of SurancePlus management fee income related to the new HCI 2026 Series tokenized instruments and higher underwriting-related income.

The balance sheet strengthened significantly, with total assets increasing to $20.4 million from $8.1 million at December 31, 2025, largely due to growth in cash and restricted cash tied to token programs. Cash and restricted cash reached $19.8 million. Mezzanine equity expanded to $12.6 million, reflecting obligations to tokenholders, including the HCI 2026 Series A, B and C tokens. Shareholders’ equity rose to $6.8 million, up from $6.0 million, aided by equity issuances under the ATM program and positive earnings. No catastrophe losses were incurred in the period, and regulatory capital at the reinsurance subsidiaries remained well above Cayman Islands minimum and prescribed requirements.

Oxbridge Re Holdings Limited has filed a prospectus supplement to offer ordinary shares in an at-the-market program with aggregate offering capacity of $1,678,301 through Chardan Capital Markets LLC as sales agent.

The Sales Agreement permits sales from time to time on Nasdaq or other U.S. markets at market prices; the Sales Agent earns a 3.0% commission. The filing states 8,101,374 ordinary shares outstanding as of June 19, 2026 and reports a last reported sale price of $1.03 per share on June 17, 2026. Proceeds are intended for general corporate purposes, including funding reinsurance operations; actual proceeds depend on the number and timing of sales.

Oxbridge Re Holdings Limited entered into an at-the-market sales agreement with Chardan Capital Markets, allowing it to sell ordinary shares with an aggregate offering price of up to $1,678,301 under its existing Form S-3 shelf registration. Chardan will act as sales agent and receive a 3.0% commission on gross proceeds, plus up to $20,000 for legal fees. Sales, if any, may be made from time to time on the Nasdaq Capital Market, and the company is not obligated to issue any shares. Oxbridge Re plans to use any net proceeds for general corporate purposes, including funding its reinsurance operations, with interim investment in short-term, investment grade, interest-bearing instruments or cash. The new agreement replaces a prior sales arrangement with Maxim Group that was terminated on June 20, 2026.

Oxbridge Re Holdings Limited reported results of its 2026 Annual Meeting of Shareholders held on June 12, 2026. On the April 15, 2026 record date, 8,101,374 ordinary shares were outstanding and entitled to vote.

Shareholders elected five directors—Sanjay Madhu, Arun Gowda, Dwight Merren, Wrendon Timothy, and Lesley Thompson—to serve until the 2027 annual meeting. Votes for individual nominees ranged from 2,432,035 to 2,593,023, with broker non-votes of 1,896,269 for each.

Shareholders ratified the appointment of Hacker, Johnson & Smith, P.A. as independent auditor for the year ending December 31, 2026, with 4,389,427 votes for, 140,608 against, and 153,217 abstentions. They also approved, on a non-binding advisory basis, the compensation of named executive officers, with 2,130,908 votes for, 586,173 against, 69,902 abstentions, and 1,896,269 broker non-votes.

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.

Oxbridge Re Holdings Limited reported Q1 2026 net income of $22,000 attributable to ordinary shareholders, compared with a net loss of $139,000 in Q1 2025. Basic and diluted earnings per share were approximately breakeven versus a $(0.02) loss per share a year earlier.

Total revenue was $623,000, down modestly from $692,000, as net premiums earned slipped to $555,000 and investment income to $68,000. Expenses were broadly stable at $583,000. Cash and restricted cash rose to $8.19 million, aided by a new $1.0 million loan and prior tokenized reinsurance offerings through SurancePlus.

Oxbridge Re Holdings has called its Annual General Meeting for June 12, 2026 in Grand Cayman. Shareholders will vote on re‑electing five directors, ratifying Hacker, Johnson & Smith, P.A. as auditor for 2026, and approving a non‑binding "say‑on‑pay" resolution for named executive officers.

Holders of 8,101,374 ordinary shares as of April 15, 2026 get one vote per share, subject to a 9.9% voting cap that can reallocate voting power among other investors. The board recommends voting FOR all three proposals.

The proxy details governance structures, including three fully independent committees and an insider‑trading and clawback policy. It outlines 2025 compensation for CEO Jay Madhu and CFO Wrendon Timothy, including base salaries, cash bonuses tied to 2024 performance, and equity awards, along with new employment agreements effective through 2028.

Oxbridge Re Holdings investors filed an amended Schedule 13D reporting updated ownership and a recent share sale. Allan S. Martin beneficially owns 760,960 ordinary shares, or 9.3% of the class, through direct holdings, joint holdings with his wife, warrants, and Fleur de Lis Partners, LLLP interests. Marie B. Martin reports 222,731 shares, or 2.8%, including trust and warrant holdings. Fleur de Lis Partners, LLLP reports 317,770 shares, or 4.0%. The Allan S Martin Childrens IRRV Trust reports 17,332 shares. On April 16, 2026, Allan S. Martin disposed of 32,911 shares at $0.6848 per share. The filing states all shares and warrants were acquired for investment purposes using personal funds.

Oxbridge Re Holdings Limited reported results for the quarter and year ended December 31, 2025, highlighting its tokenized reinsurance platform and the impact of Hurricane Milton.

For Q4 2025, net income attributable to ordinary shareholders was $120,000, or $0.02 per share, compared with a net loss of $460,000, or ($0.05) per share, in Q4 2024. For full-year 2025, the company recorded a net loss of $2.08 million, an improvement from a $2.73 million net loss in 2024.

Net premiums earned were approximately $2.3 million in both 2025 and 2024, but the loss ratio rose to 119.9% and the combined ratio to 264.1% in 2025 due to losses on reinsurance contracts affected by Hurricane Milton and sharply higher expenses. The SurancePlus tokenized reinsurance offerings continued to perform strongly, with the Balanced Yield Token now anticipated to return 25% and the High Yield Token tracking its 42% target, while management pursues platform expansion, new blockchain partnerships, and potential tokenization of additional cash-generating assets such as data centre revenues.