8-K
OXBRIDGE RE HOLDINGS Ltd (OXBR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Dateof Report (Date of earliest event reported): March 30, 2026
OXBRIDGE
RE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-36346 | 98-1150254 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| Suite 201, | ||
| --- | --- | |
| 42 Edward Street, George Town P.O. Box 469 | ||
| Grand Cayman, Cayman Islands | KY1-9006 | |
| (Address<br> of Principal Executive Office) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (345) 749-7570
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Ordinary<br> Shares (par value $0.001) | OXBR | The<br> Nasdaq Stock Market LLC |
| Warrants<br> to Purchase Ordinary Shares | OXBRW | The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02 Results of Operations and Financial Condition
On March 30, 2026, Oxbridge Re Holdings Limited issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OXBRIDGE RE HOLDINGS LIMITED | |
|---|---|
| /s/ Wrendon Timothy | |
| Date:<br> March 30, 2026 | Wrendon<br> Timothy |
| Chief<br> Financial Officer and Secretary | |
| (Principal<br> Accounting Officer and | |
| Principal<br> Financial Officer) |
A signed original of this Form 8-K has been provided to Oxbridge Re Holdings Limited and will be retained by Oxbridge Re Holdings Limited and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT
INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated March 30, 2026 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit 99.1
OxbridgeHighlights Strong 2025–26 Performance, Platform Expansion, and Market Opportunity; Reports Q4 and Full-Year Results
GRANDCAYMAN, Cayman Islands (March 30, 2026) — Oxbridge Re Holdings Limited (NASDAQ: OXBR), (the “Company”), a leader in digitizing reinsurance securities as tokenized real-world assets (RWAs), together with its subsidiary SurancePlus, today reported its results for the three months and year ended December 31, 2025.
SurancePlus2025–2026 Tokenized Reinsurance Update
SurancePlus continues to demonstrate strong performance across its 2025–2026 tokenized reinsurance offerings. The Balanced Yield Token (EtaCat Re), which initially targeted a 20% annual return, is now anticipated to achieve a 25% return, and the High Yield Token (ZetaCat Re) remains on track to achieve its 42% return target. These results reflect our portfolio’s disciplined underwriting approach and highlight how tokenized reinsurance can deliver consistent, uncorrelated returns within the $750 billion total addressable reinsurance market.
PlatformExpansion and Ecosystem Growth
The Company has advanced the SurancePlus platform through a series of strategic partnerships designed to expand global distribution, infrastructure, and interoperability:
| ● | We<br> have established a strategic presence in the Solana ecosystem through our partnership with Alphaledger, positioning SurancePlus within<br> one of the leading blockchain platforms for real-world asset adoption, with support from ecosystem participants including the Solana<br> Foundation. |
|---|---|
| ● | Formed<br> a strategic collaboration with LayerZero, enabling distribution of SurancePlus offerings across more than 160 blockchain networks |
In parallel, we have increased our targeted marketing and investor engagement initiatives, contributing to growing awareness and expanding participation.
CatastropheRisk and 2026–2027 Outlook
The Company is preparing for the 2026–2027 contract cycle and its two tokenized reinsurance offerings, T20 and T42, which are targeting an annual return of 20% and 42%, respectively. Industry commentary, including widely followed reporting by Artemis referencing forecasts from AccuWeather, indicates that the 2026 Atlantic hurricane season is expected to be positively influenced by El Niño conditions, which have historically been associated with reduced overall storm activity.
StrategicOutlook
We believe our current market valuation does not fully reflect the strength of our balance sheet, including our approximately $6.9m cash and restricted cash position, the performance of its existing tokenized reinsurance offerings, or the earnings potential of its platform and future opportunities.
Management is also evaluating opportunities to expand the SurancePlus model into additional high-quality, cash-generating assets, including the potential tokenization of data centre revenue streams and other opportunities aligned with the growth of artificial intelligence infrastructure. These initiatives are intended to broaden the Company’s tokenization footprint and support long-term shareholder value creation.
LookingAhead
The Company remains focused on scaling the SurancePlus platform, expanding global distribution, and executing on its growing pipeline of tokenized real-world asset opportunities.
With strong performance across its current offerings, expanding access through strategic partnerships, and continued innovation in product structure, the Company is well positioned to build on its momentum as it enters the 2026–2027 contract cycle.
JayMadhu Chairman and CEO commented, “We are pleased with the continued strong performance of our RWA tokenized reinsurance platform, with our Balanced-Yield Token tracking 25%, ahead of its 20% target, and our High-Yield Token tracking its 42% target. As we enter the 2026–2027 contract cycle, we are targeting returns of 20% and 42% for our T20 and T42 offerings.
We have also made meaningful progress expanding our platform, including our entry into the Solana ecosystem and distribution across more than 160 blockchain networks. Looking ahead, we are excited about the upcoming year, including recent reporting from Artemis, indicating El Niño conditions may support a reality of storm numbers being around or even below historical averages.
In parallel, we are evaluating advanced opportunities to extend our model into additional high-quality, cash-generating assets, including the tokenization of data center revenues aligned with the growth of artificial intelligence. We also believe our current market valuation does not fully reflect the strength of our balance sheet, including our cash and restricted position, nor the opportunities we see to drive incremental shareholder value.”
FinancialPerformance
Net premiums earned for the three months ended December 31, 2025 decreased to $555,000 from $595,000 for the quarter ended December 31, 2024. The decrease is due to lower weighted average rate on reinsurance contracts in force during the quarter ended December 31, 2025, when compared to the prior period.
Net premiums earned for the years ended December 31, 2025 and 2024 was approximately $2.3 million.
Net income for the quarter ended December 31, 2025 was $120,000, or $0.02 basic and diluted income per share compared to a net loss of $460,000, or ($0.05) basic and diluted loss per share, for the quarter ended December 31, 2024. The decrease in net loss is primarily due to the allocation of underwriting losses to tokenholders coupled with a decrease in negative change in fair value of equity securities and unrealized loss on other investments and increase in investment and other income during the quarter ended December 31, 2025 when compared with the prior period.
Net loss for the year ended December 31, 2025 was $2.08 million, or ($0.28) basic and diluted loss per share compared to a net loss of $2.73 million, or ($0.45) basic and diluted loss per share, for the year ended December 31, 2024. The change is primarily due to the higher overall revenues driven by significant decrease in unrealized loss on other investments, partially offset higher expenses and higher underwriting losses borne by tokenholders during the year ended December 31, 2025, when compared with the prior period.
For the three months ended December 31, 2025, total expenses, including policy acquisition costs and general and administrative expenses, increased to $1.04 million from $497,000 for the quarter ended December 31, 2024. The increase is primarily due to the recording of underwriting losses incurred during the quarter as a result of adverse loss development on one of our contracts affected by Hurricane Milton, as well as increased general and admin expenses when compared with the prior period.
For the year ended December 31, 2025, total expenses, including policy acquisition costs, loss and loss adjustment expenses and general and administrative expenses, increased to $6.04 million from $2.17 million for year ended December 31, 2024. The increase is primarily due to the recording of losses on reinsurance contracts, increased professional costs relating to investor relations, our web3 subsidiary tokenization costs, S-3 related costs, increased human resources and personnel costs and legal expenditures.
As of December 31, 2025, our restricted cash and cash equivalents increased by $1.08 million to $6.98 million, from $5.89 million as of December 31, 2024. The increase is primarily due to new collateral deposits for treaty year ending May 31, 2026, more than offsetting funds being released from the underlying trusts for loss payments during 2025 relating to Hurricane Milton.
FinancialRatios
LossRatio. The loss ratio is the ratio of losses and loss adjustment expenses incurred to premiums earned and measures the underwriting profitability of our reinsurance business. The loss ratio increased to 119.9% for the year ended December 31, 2025, from 0% for the year ended December 31, 2024. This was due to the losses recognized on our reinsurance contracts affected by Hurricane Milton.
AcquisitionCost Ratio. The acquisition cost ratio is the ratio of policy acquisition costs and other underwriting expenses to net premiums earned. The acquisition cost ratio measures our operational efficiency in producing, underwriting and administering our reinsurance business. The acquisition cost ratio remained consistent at 11.0% for the year ended December 31, 2025 when compared with the prior comparative period.
ExpenseRatio. The expense ratio is the ratio of policy acquisition costs and general and administrative expenses to net premiums earned. We use the expense ratio to measure our operating performance. For the year ended December 31, 2025, the expense ratio increased to 144.2%, from 94.3% for the year ended December 31, 2024. The increase is primarily due to increased professional costs relating to investor relations and our web3 subsidiary marketing and operations, renewed S-3 related costs, increased human resources and personnel costs and legal expenditures during the year ended December 31, 2025, when compared with the prior comparable period.
Combinedratio. We use the combined ratio to measure our underwriting performance. The combined ratio is the sum of the loss ratio and the expense ratio. For the year ended December 31, 2025, the combined ratio increased to 264.1%, from 94.3% for the year ended December 31, 2024. The increase is due to higher general and administrative expenses and the losses incurred during the year ended December 31, 2025, when compared with the prior comparable period.
ConferenceCall
Management will host a conference call later today to discuss these financial results, followed by a question and answer session. President and Chief Executive Officer Jay Madhu and Chief Financial Officer Wrendon Timothy will host the call starting at 4:30 p.m. Eastern time. The live presentation can be accessed by dialing the number below or by clicking the webcast link available on the Investor Information section of the company’s website at www.oxbridgere.com.
Date: March 30, 2026
Time: 4.30 p.m. Eastern time
Toll-free number: 877-524-8416
International number: +1 412-902-1028
Please call the conference telephone number 15 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact InComm Conferencing at +1-201-493-6280
media@incommconferencing.com
A replay of the call will be available by telephone after 4:30 p.m. Eastern time on the same day of the call until April 13, 2026.
Toll-free replay number: 877-660-6853
International replay number: +1-201-612-7415
Conference ID: 13759252
AboutOxbridge Re Holdings Limited
Oxbridge Re Holdings Limited (www.OxbridgeRe.com) (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is headquartered in the Cayman Islands. The company offers tokenized Real-World Assets (“RWAs”) as tokenized reinsurance securities and reinsurance business solutions to property and casualty insurers, through its wholly owned subsidiaries Oxbridge Reinsurance Limited, Oxbridge Re NS, and SurancePlus Inc.
Insurance businesses in the Gulf Coast region of the United States purchase property and casualty reinsurance through our licensed reinsurers Oxbridge Reinsurance Limited and Oxbridge Re NS.
Our new Web3-focused subsidiary, SurancePlus Inc. (“SurancePlus”), has developed the first “on-chain” reinsurance RWA of its kind to be sponsored by a subsidiary of a publicly traded company. By digitizing interests in reinsurance contracts as on-chain RWAs, SurancePlus has democratized the availability of reinsurance as an alternative investment to both U.S. and non-U.S. investors.
Forward-LookingStatements
This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on 30th March 2026. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Any forward-looking statements made in this press release speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement contained in this press release, even if the Company’s expectations or any related events, conditions or circumstances change.
CompanyContact:
Oxbridge Re Holdings Limited
Jay Madhu, CEO
345-749-7570
jmadhu@oxbridgere.com
OXBRIDGERE HOLDINGS LIMITED AND SUBSIDIARIES
ConsolidatedBalance Sheets
(expressedin thousands of U.S. Dollars, except per share and share amounts)
| 2024 | |||||
| Assets | |||||
| Investments: | |||||
| Equity securities, at fair value (cost: 0 and 1,532) | - | 113 | |||
| Cash and cash equivalents | 268 | 2,135 | |||
| Restricted cash and cash equivalents | 6,708 | 3,758 | |||
| Premiums receivable | 766 | 1,059 | |||
| Other investments | - | 48 | |||
| Deferred policy acquisition costs | 102 | 109 | |||
| Operating lease right-of-use assets | 43 | 148 | |||
| Prepayment and other assets | 150 | 94 | |||
| Property and equipment, net | 16 | 1 | |||
| Total assets | 8,053 | 7,465 | |||
| Liabilities and Shareholders’ Equity | |||||
| Liabilities: | |||||
| Reserve for losses and loss adjustment expenses | 91 | - | |||
| Notes payable to noteholders | 118 | 118 | |||
| Losses payable | 73 | - | |||
| Unearned premiums reserve | 926 | 991 | |||
| Operating lease liabilities | 43 | 148 | |||
| Accounts payable and other liabilities | 309 | 366 | |||
| Total liabilities | 1,560 | 1,623 | |||
| Mezzanine Equity | |||||
| Due to EpsilonCat Re / DeltaCat Re / EtaCat Re / ZetaCat Re Tokenholders | 518 | 1732 | |||
| Shareholders’ equity: | |||||
| Ordinary share capital, (par value 0.001, 500,000,000 shares authorized; 7,664,122 and 6,379,002 shares issued and outstanding) | 6 | 6 | |||
| Additional paid-in capital | 38,047 | 34,105 | |||
| Accumulated Deficit | (32,137 | ) | (30,163 | ) | |
| Total Oxbridge shareholders’ equity | 5,916 | 3,948 | |||
| Non-controlling interests | 59 | 162.00 | |||
| Total shareholders’ equity | 5,975 | 4,110 | |||
| Total liabilities, mezzanine and shareholders’ equity | 8,053 | 7,465 |
All values are in US Dollars.
OXBRIDGERE HOLDINGS LIMITED AND SUBSIDIARIES
ConsolidatedStatements of Operations
(Unaudited)
(expressedin thousands of U.S. Dollars, except per share amounts)
| Three Months Ended | Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | ||||||||||||
| Assumed premiums | 53 | - | 2,275 | 2,379 | ||||||||
| Change in unearned premiums reserve | 502 | 595 | 12 | (76 | ) | |||||||
| Net premiums earned | 555 | 595 | 2,287 | 2,303 | ||||||||
| SurancePlus fee income | - | - | 1 | 312 | ||||||||
| Net investment and other income | 63 | 60 | 314 | 248 | ||||||||
| Realized gain on other investments | 35 | - | ||||||||||
| Interest and gain on redemption of Series A-1 preferred shares | - | 47 | - | 47 | ||||||||
| Interest and gain on redemption of loan receivable | - | - | - | 41 | ||||||||
| Unrealized loss on other investments | - | (208 | ) | (20 | ) | (2,145 | ) | |||||
| Change in fair value of equity securities | (42 | ) | (72 | ) | (40 | ) | (260 | ) | ||||
| Total revenue | $ | 576 | 422 | $ | 2,577 | 546 | ||||||
| Expenses | ||||||||||||
| Losses and loss adjustment expenses | 449 | - | 2,742 | - | ||||||||
| Policy acquisition costs and underwriting expenses | 61 | 66 | 252 | 254 | ||||||||
| General and administrative expenses | 531 | 431 | 3,046 | 1,917 | ||||||||
| Total expenses | $ | 1,041 | 497 | $ | 6,040 | 2,171 | ||||||
| Loss before loss (income) attributable to tokenholders and non-controlling interests | (465 | ) | (75 | ) | (3,463 | ) | (1,625 | ) | ||||
| Loss (income) attributable to tokenholders | 689 | (246 | ) | 1,386 | (962 | ) | ||||||
| Income (loss) before income attributable to non-controlling interests | 224 | (321 | ) | (2,077 | ) | (2,587 | ) | |||||
| Income attributable to non-controlling interests | (104 | ) | (139 | ) | (2 | ) | (139 | ) | ||||
| Net income (loss) attributable to ordinary shareholders | 120 | (460 | ) | (2,079 | ) | (2,726 | ) | |||||
| Loss per share attributable to ordinary shareholders | ||||||||||||
| Basic and Diluted | 0.02 | (0.05 | ) | (0.28 | ) | (0.45 | ) | |||||
| Weighted-average shares outstanding | ||||||||||||
| Basic and Diluted | 7,664,122 | 6,121,020 | 7,389,822 | 6,099,051 | ||||||||
| Performance ratios to net premiums earned: | ||||||||||||
| Loss ratio | 80.9 | % | 0.0 | % | 119.9 | % | 0.0 | % | ||||
| Acquisition cost ratio | 11.0 | % | 11.1 | % | 11.0 | % | 11.0 | % | ||||
| Expense ratio | 106.7 | % | 83.5 | % | 144.2 | % | 94.3 | % | ||||
| Combined ratio | 187.6 | % | 83.5 | % | 264.1 | % | 94.3 | % |