Welcome to our dedicated page for Oxbridge Re Hldg SEC filings (Ticker: OXBRW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Oxbridge Re Holdings Limited filings document a Cayman Islands issuer with ordinary shares and Nasdaq-listed warrants to purchase ordinary shares under symbol OXBRW. The record covers its property-and-casualty reinsurance subsidiaries, SurancePlus tokenized reinsurance securities, participation-share investment contracts, and use of proceeds directed to collateralized reinsurance contracts underwritten by Oxbridge Re NS.
Recent disclosures include Form 8-K reports for operating results, Regulation FD materials, material definitive agreements, and a secured promissory note used for working capital and general corporate purposes. Proxy statements cover annual meeting voting matters, including director elections, auditor ratification, board governance, and shareholder procedures.
Allan S. Martin, a director of Oxbridge Re Holdings Ltd (symbol: OXBRW), reported a sale of ordinary shares on 09/16/2025. The Form 4 shows 4,328 shares sold at $2.4505 per share, with the filing signed by an attorney-in-fact on 09/19/2025. Following the reported transaction, Mr. Martin directly holds 216,803 ordinary shares (jointly with his wife) and indirectly holds 68,770 shares via Fleur de Lis Partners, LLLP and 102,223 shares via the Martin Family Foundation, Inc., with disclaimers that he disclaims beneficial ownership of the indirectly held shares except to the extent of his pecuniary interest.
Oxbridge Re Holdings reported that shareholders approved a major increase in authorized share capital from 50,000,000 to 500,000,000 ordinary shares, creating an additional 450,000,000 shares. Shareholders also approved a new 2025 Omnibus Incentive Plan reserving 1,569,514 ordinary shares for equity awards, with potential annual increases tied to up to 5% of shares outstanding through 2035.
The company entered amended employment agreements with CEO Jay Madhu and CFO Wrendon Timothy, setting base salaries of $390,000 and $245,000 effective January 1, 2026, plus automatic salary increases if the company completes financings or strategic transactions of at least $100 million. Each executive will receive annual restricted share grants (40,000 for Mr. Madhu and 25,000 for Mr. Timothy) and M&A transaction bonuses based on transaction value. The board also approved change-of-control and performance agreements granting fully vested RSUs upon certain corporate transactions or revenue milestones, with these awards treated as unregistered private offerings under the Securities Act.
Allan S. Martin, a director of Oxbridge Re Holdings Ltd (OXBR), reported sales of ordinary shares on 08/27/2025. The Form 4 shows two sell transactions: 3,449 shares sold at $2.3948 and 6,551 shares sold at $2.3812. After those transactions the filing reports beneficial ownership figures of 227,682 and 221,131 (reported on separate lines) for the direct holdings shown. The filing also discloses 68,770 ordinary shares held indirectly by Fleur de Lis Partners, LLLP and 102,223 ordinary shares held indirectly by the Martin Family Foundation, Inc., with Mr. Martin described as having voting and/or investment power over those entities' holdings. The form is signed by an attorney-in-fact on 08/29/2025.
Armistice Capital, LLC and Steven Boyd report collective beneficial ownership of 395,792 ordinary shares of Oxbridge Re Holdings Ltd, representing 4.99% of the class. The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital serves as investment manager; Armistice Capital and Mr. Boyd each report shared voting and shared dispositive power over these shares and report no sole voting or dispositive power. The filing states the securities are held in the ordinary course of business and were not acquired to effect a change of control. The Master Fund disclaims direct beneficial ownership to the extent it lacks voting or dispositive power under its investment management agreement.
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).