Oxbridge Re Insider Group Maintains 12% Holding Despite Small Sales

Rhea-AI Filing Summary

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.

Positive

• Insider group retains a substantial 12.1% stake, indicating ongoing commitment and alignment with shareholders.

Negative

• Disclosure of four small open-market sales (total 4,000 shares) could be interpreted as light profit-taking by insiders.

Insights

Corporate Governance Analyst

TL;DR – Large insider group still owns 12%+; only minor sales & a charitable transfer disclosed.

The amendment reconfirms significant insider alignment: Allan S. Martin and related entities collectively exceed 12% ownership, well above the Schedule 13D trigger. The small (4,000-share) open-market sales represent <1% of the group’s stake and are unlikely to shift control dynamics. The 25,000-share gift simply reallocates shares within the family network (to the Foundation) without reducing combined exposure. No activism signals or change-in-control intentions are stated, making the filing largely routine. Overall market impact should be muted; however, investors may view the high continuing stake as evidence of long-term commitment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

OXBRIDGE RE HOLDINGS Ltd

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G6856M106

(CUSIP Number)

Douglas Licker, Counsel
101 East Kennedy Boulevard, Suite 4110
Tampa, FL, 33602
(954) 461-6101

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6856M106

1

Name of reporting person

MARTIN ALLAN S.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 964,422.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 964,422.00

11

Aggregate amount beneficially owned by each reporting person

964,422.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes 189,993 ordinary shares held by Allan S Martin and 98,689 ordinary shares held by Allan S. Martin and his wife, Marie Martin, jointly; 83,300 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and 175,998 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and his wife, Marie Martin, jointly, that are currently exercisable; 77,986 ordinary shares held by Fleur de Lis Partners, LLLP, and 249,000 ordinary shares issuable upon the exercise of warrants held by Fleur de Lis Partners, LLLP that are currently exercisable. As the general partner of Fleur de Lis Partners, LLLP, Mr. Martin has voting and investment power over the ordinary shares and warrants held by that entity. The amount also includes 96,070 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Mr. Martin serves on Board of Directors of the Foundation. Includes 173,319 ordinary shares held by Allan S Martin and 67,312 ordinary shares held by Allan S. Martin and his wife, Marie Martin, jointly; 83,300 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and 175,998 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and his wife, Marie Martin, jointly, that are currently exercisable; 68,770 ordinary shares held by Fleur de Lis Partners, LLLP, and 249,000 ordinary shares issuable upon the exercise of warrants held by Fleur de Lis Partners, LLLP that are currently exercisable. As the general partner of Fleur de Lis Partners, LLLP, Mr. Martin has voting and investment power over the ordinary shares and warrants held by that entity. The amount also includes 107,723 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Mr. Martin serves on Board of Directors of the Foundation. Based upon an aggregate of 7,990,220 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 547,298 shares of ordinary shares that may be acquired by exercise of warrants.

SCHEDULE 13D

CUSIP No. G6856M106

1

Name of reporting person

Marie B. Martin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 34,664.00
8	Shared Voting Power 390,033.00
9	Sole Dispositive Power 34,664.00
10	Shared Dispositive Power 390,033.00

11

Aggregate amount beneficially owned by each reporting person

424,697.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes 67,312 ordinary shares held by Allan S. Martin and his wife, Marie Martin, jointly; 175,998 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and his wife, Marie Martin, jointly, that are currently exercisable. This amount also includes 17,332 shares held by the Allan S Martin Childrens IRRV Trust and 17,332 ordinary shares issuable upon the exercise of warrants held by the Allan S Martin Childrens IRRV Trust that are currently exercisable. Ms. Martin is the sole Trustee for the Trust. The amount also includes 107,723 shares held by the Martin Family Foundation, Inc. and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Based upon an aggregate of 7,675,252 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 232,330 shares of ordinary shares able to be acquired upon exercise of warrants.

SCHEDULE 13D

CUSIP No. G6856M106

1

Name of reporting person

Fleur de Lis Partners, LLLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 317,770.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 317,770.00

11

Aggregate amount beneficially owned by each reporting person

317,770.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes 68,770 ordinary shares held by Fleur de Lis Partners, LLLP, and 249,000 ordinary shares issuable upon the exercise of warrants held by Fleur de Lis Partners, LLLP that are currently exercisable Based upon an aggregate of 7,691,922 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 249,000 shares of ordinary shares able to be acquired upon exercise of warrants.

SCHEDULE 13D

CUSIP No. G6856M106

1

Name of reporting person

Allan S Martin Childrens IRRV Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 34,664.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 34,664.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

34,664.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes 17,332 shares held by the Allan S Martin Childrens IRRV Trust; and 17,332 ordinary shares issuable upon the exercise of warrants held by the Allan S Martin Childrens IRRV Trust that are currently exercisable. Ms. Martin is the sole trustee of the Trust. Based upon an aggregate of 7,460,254 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 17,332 shares of ordinary shares able to be acquired upon exercise of warrants.

SCHEDULE 13D

CUSIP No. G6856M106

1

Name of reporting person

Martin Family Foundation, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 146,723.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 146,723.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

146,723.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amount includes 107,723 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Each of Mr. Allan S. Martin and Mrs. Marie Martin serve on the Board of the Foundation. Based upon an aggregate of 7,481,922 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 39,000 shares of ordinary shares able to be acquired upon exercise of warrants.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: OXBRIDGE RE HOLDINGS Ltd
(c)	Address of Issuer's Principal Executive Offices: SUITE 201, 42 EDWARD STREET, SUITE 201, 42 EDWARD STREET, GEORGETOWN, FLORIDA , KY1-9006.
Item 2.	Identity and Background
(a)	Allan S. Martin, individually, as a Director of the Martin Family Foundation, Inc. and as General Partner of Fleur de Lis Partners, LLLP; Marie Martin, individually, as Trustee of the Allan S Martin Childrens IRRV Trust and as a as a Director of the Martin Family Foundation, Inc.; Fleur de Lis Partners, LLLP, a Delaware limited liability limited partnership. Allan S Martin Childrens IRRV Trust; and Martin Family Foundation, Inc., a Florida not for profit corporation
(b)	Fleur de Lis Partners, LLLP is a private limited liability limited partnership principally engaged in the business of investing and managing its own private equity investments. The business address for the Fleur de Lis Partners, LLLP is 101 E. Kennedy Blvd. Suite 4110, Tampa Florida 33602 Mr. Allan S. Martin is the General Partner. The Allan S Martin Childrens IRRV Trust. The business address is 5013 W San Miguel St. Tampa Florida 33629. Marie B. Martin is the sole trustee. The Martin Family Foundation, Inc. is a Florida, not-for-profit-corporation. It is a charitable organization and its mission is to provide for opportunities to expand Catholic education and to promote pro-life initiatives. The business address is 5013 W San Miguel St. Tampa Florida 33629. It is managed by its Board of Directors. The following are directors of the Foundation: Mr. Allan S. Martin and Mrs. Marie Martin
(d)	None.
(e)	None.
(f)	Each of the individuals are United States citizens.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons used personal funds to purchase Ordinary Shares and warrants.
Item 4.	Purpose of Transaction
	All of the Ordinary Shares and Warrants of the Issuer were acquired for investment purposes.
Item 5.	Interest in Securities of the Issuer
(a)	Mr. Martin beneficially owns 964,422 Ordinary Shares, constituting 12.07% of the Ordinary Shares of the Issuer outstanding Ms. Martin beneficially owns 424,697 Ordinary Shares constituting 5.533% of the Ordinary Shares of the Issuer outstanding. Fleur de Lis Partners, LLLP beneficially owns 317,770 Ordinary Shares constituting 4.131% of the Ordinary Shares of the Issuer outstanding. The Allan S Martin Childrens IRRV Trust beneficially owns 34,664 Ordinary Shares constituting less than 1% of the Ordinary Shares of the Issuer. The Martin Family Foundation, Inc. beneficially owns 146,723 Ordinary Shares constituting less than 1% of the Ordinary Shares of the Issuer.
(c)	To the best knowledge of the Reporting Persons, except for the transactions described in Schedule A attached hereto, none of the Reporting Persons has effected any transactions in the securities of the Issuer during the past 60 days.
(d)	Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares reported by this statement
(e)	Not Applicable
Item 7.	Material to be Filed as Exhibits.
	SCHEDULE A Transaction in the Shares During the Past Sixty Days Nature of Transaction Ordinary Shares Price Per Share($)1 Date Sale of Ordinary Shares (1,000) 2.0312 7/03/25 Sale of Ordinary Shares (1,000) 2.135 7/03/25 Sale of Ordinary Shares (1,000) 2.1104 7/03/25 Sale of Ordinary Shares (1,000) 2.04 7/03/25 Gift of Ordinary Shares2 25,000 7/07/25 Gift of Ordinary Shares2 (25,000) 7/07/25 1. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $2.0312 to $2.1350. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote. 2. Gift of 25,000 shares from Allan S Martin and Marie Martin to The Martin Family Foundation, Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MARTIN ALLAN S.

Signature:	Allan S. Martin
Name/Title:	Allan S. Martin
Date:	07/07/2025

Marie B. Martin

Signature:	Marie B. Martin
Name/Title:	Marie B. Martin
Date:	07/07/2025

Fleur de Lis Partners, LLLP

Signature:	Allan S. Martin
Name/Title:	Allan S. Martin, General Partner
Date:	07/07/2025

Allan S Martin Childrens IRRV Trust

Signature:	Marie B. Martin
Name/Title:	Marie B. Martin, Trustee
Date:	07/07/2025

Martin Family Foundation, Inc.

Signature:	Marie B. Martin
Name/Title:	Marie B. Martin, President
Date:	07/07/2025

FAQ

Why did Oxbridge Re (OXBRW) insiders file this Schedule 13D/A?

They updated their share counts after minor sales and a 25,000-share gift, keeping ownership data current.

How many Oxbridge Re shares does Allan S. Martin now control?

964,422 ordinary shares, equal to 12.07% of the outstanding stock.

What recent transactions were reported in the filing?

Four 1,000-share open-market sales on 3 Jul 2025 and a 25,000-share gift on 7 Jul 2025.

Do the reporting persons plan to change Oxbridge Re’s strategy or board composition?

No. The filing states the shares were acquired solely for investment purposes with no control intentions disclosed.

How much does Fleur de Lis Partners, LLLP own in OXBRW?

It holds 317,770 shares, representing about 4.13% of the class.

What is the significance of warrant-exercisable shares in the totals?

A combined 547,298 shares included in Mr. Martin’s count can be acquired by exercising warrants, affecting potential dilution.