[Form 4] Oxbridge Re Holdings Limited Warrant expiring 3/26/2029 Insider Trading Activity

Rhea-AI Filing Summary

Form 4 – Oxbridge Re Holdings Ltd. (OXBR)

Director and 10% owner Allan S. Martin reported three open-market sales totalling 5,000 ordinary shares: 1,000 shares on 07/22/25 at $2.4001, 2,000 shares on 07/23/25 at $2.3847 and 2,000 shares on 07/24/25 at $2.4333, for gross proceeds of roughly $12 k.

After the trades Martin’s direct holdings fell from 236,131 to 231,131 shares (≈2 % reduction). He also reports 68,770 shares held via Fleur de Lis Partners, LLLP and 102,223 shares held via the Martin Family Foundation, leaving total reported beneficial ownership near 402,000 shares. No derivative positions were exercised or created, and the filing gives no reason for the dispositions.

The activity represents a modest trim that leaves Martin with a substantial ownership position, implying limited signalling value unless further selling follows.

Positive

• Insider retains approximately 402k shares, indicating continued alignment with shareholders despite the small sale.

Negative

• Insider selling—even at only 5,000 shares—can signal reduced confidence and may exert slight downward pressure on sentiment.

Insights

Securities Analyst

TL;DR – 5,000-share sale is only 2 % of direct stake; signal mildly negative but not material.

The disposal is small relative to Martin’s remaining 231k directly held shares and 402k total beneficial shares. No options were involved, so the sale appears to be routine liquidity rather than hedging or conversion. While any insider sale skews negative, the percentage size and continued large ownership suggest minimal impact on governance alignment or near-term sentiment. I class it as a weak bearish data-point, worth monitoring for follow-on sales but not thesis-changing.

Corporate Governance Expert

TL;DR – Insider still controls large stake; governance alignment remains intact.

Martin retains >400k shares across direct and affiliated entities, maintaining significant voting influence. The 5k-share sale decreases direct ownership modestly and does not alter his 10 %-plus status. No red flags such as rapid disposition, margin calls, or derivative overlays are disclosed. Thus, the filing is not impactful from a governance-risk perspective, though investors should track future activity for a pattern of distribution.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARTIN ALLAN S.

(Last) (First) (Middle)

101 E KENNEDY BLVD

SUITE 4110

(Street)

TAMPA FL 33602

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OXBRIDGE RE HOLDINGS Ltd [ OXBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	07/22/2025		S		1,000	D	$2.4001	235,131(1)	D
Ordinary Shares	07/23/2025		S		2,000	D	$2.3847	233,131(1)	D
Ordinary Shares	07/24/2025		S		2,000	D	$2.4333	231,131(1)	D
Ordinary Shares								68,770(2)	I	See footnote 2
Ordinary Shares								102,223(3)	I	See footnote 3

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Ordinary shares held by Allan Martin and his wife, Marie Martin, jointly.

2. Ordinary Shares indirectly held in the name of Fleur de Lis Partners, LLLP. As the general partner of Fleur de Lis Partners, LLLP, Mr. Martin has voting and investment power over the ordinary shares held by that entity. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the reporting person's pecuniary interest in such securities.

3. Ordinary Shares indirectly held in the name of the Martin Family Foundation, Inc. As one of the directors of the Foundation, Inc. Mr. Martin has shared voting and shared investment power over the ordinary shares held by that entity. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of the reporting person's pecuniary interest in such securities.

	/s/Jacqueline Baker, as Attorney-in-Fact for Allan Martin	07/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many OXBR shares did Allan S. Martin sell?

The Form 4 reports 5,000 ordinary shares sold between 07/22/25 and 07/24/25.

At what prices were the OXBR shares sold?

The shares were sold at $2.4001, $2.3847, and $2.4333 per share on the respective trade dates.

What is Allan S. Martin’s current direct ownership in OXBR after the sale?

His direct holdings stand at 231,131 ordinary shares after the reported transactions.

Does Martin hold additional OXBR shares indirectly?

Yes. He reports 68,770 shares via Fleur de Lis Partners and 102,223 shares via the Martin Family Foundation.

Were any derivative securities involved in this Form 4 filing?

No. No options, warrants or other derivatives were acquired or disposed of in the reported period.