OXBRIDGE RE HOLDINGS Ltd
For the period ended Mar 31, 2026. Filed May 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
OXBR$0.87+13.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001493152-25-021063
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001493152-26-022220
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 117 previous paragraphs and 105 current paragraphs.
76 unchanged; 24 reworded; 5 added; 15 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
AI Data Centers
Current report
The Company is currently exploring various opportunities to diversify our business into the AI data center industry, including the potential tokenization of AI data center revenue streams, the potential partnering with third parties to develop, own, and manage AI data center sites and equipment, and other businesses opportunities ancillary to the data center industry.
Current report
The acquisition cost ratio increased marginally to 11.0% for the quarter ended March 31, 2025 from 10.9% for the quarter ended March 31, 2025.
Current report
Mezannine Equity –Cat Re Tokenholders. As of March 31,, 2026, amounts due to CatRe tokenholders increased to $520,000 from $518,000 at December 31, 2025. The increase is due to the recognition of three months of underwriting-relating income that is attributable to third-party tokenholders.
Current report
***Loan Payable.***As of March 31, 2026, our loan payable was $1 million compared to $0 at December 31, 2025. The increase is due to a short-term loan obtained during the three months ended March 31, 2026.
Removed paragraphs (15)
Previous report
Securities Purchase Agreement
Previous report
On February 24, 2025, the Company and an institutional investor (the “Investor”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) relating to the issuance and sale of ordinary shares of the Company pursuant to a registered direct offering and a private placement of warrants to purchase ordinary shares (collectively, the “Offering”).
Previous report
The Investor purchased approximately $3.0 million in the Offering, consisting of an aggregate of 705,884 ordinary shares, Series A Warrants to purchase up to an aggregate of 529,413 ordinary shares (the “Series A Warrants”) and Series B Warrants to purchase up to an aggregate of 882,355 ordinary shares (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”). The combined effective Offering price for each ordinary share and the accompanying Warrants was $4.25. The Series A Warrants are immediately exercisable, expire two years from the initial exercise date and have an exercise price of $4.25 per share. The Series B Warrants will be exercisable on the earlier of the date of shareholder approval or six months from the date of issuance, expire five years from the initial exercise date and have an exercise price equal to the lower of (i) $5.00 and (ii) from and after the date the Company receives shareholder approval, $4.25 per share.
Previous report
The Securities Purchase Agreement provides that, subject to certain exceptions, until 60 days after the closing of the Offering, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ordinary shares or ordinary share equivalents. The Securities Purchase Agreement also provides that, subject to certain exceptions, for 60 days after the closing of the Offering, the Company will be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of ordinary shares or ordinary share equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement).
Previous report
The net proceeds to the Company from the Offering, after deducting the fees of Maxim Group LLC (the “Placement Agent”) and the Company’s estimated offering expenses, were approximately $2.7 million.
Previous report
The ordinary shares are being offered and sold pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-262590) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective, the base prospectus included therein and the related prospectus supplement. The Warrants were issued in a private placement and were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof as a transaction not involving a public offering and/or Rule 506 of Regulation D promulgated thereunder. The Company has agreed to file a registration statement providing for the resale by the Investors of the ordinary shares issuable upon exercise of the Warrants within 60 days of the date of the Securities Purchase Agreement.
Previous report
The Company held an annual meeting on May 8, 2025, and shareholders approved the issuance of the ordinary shares underlying the Series B Warrants at the combined effective offering price of $4.25 pursuant to applicable Nasdaq rules.
Previous report
The Company paid the Placement Agent a cash fee of 6.0% of the gross proceeds from the Offering and reimburse the Placement Agent for its expenses, including the reimbursement of legal fees up to an aggregate of $45,000.
Previous report
Net premiums earned for the nine-months ended September 30, 2025 increased to $1.73 million from $1.71 million for the nine-month period ended September 30, 2024. The increase is due to higher weighted average rate on reinsurance contracts in force during the nine-month period ending September 30, 2025, when compared to the prior period.
Previous report
During the nine-month period ending September 30, 2025, one of our reinsurance contracts experienced adverse loss development stemming from Hurricane Milton, and we recognized a full limit loss of $2.3 million. There were no losses incurred during the nine-month period ending September 30, 2024. The net impact of the Hurricane Milton’s loss on the Company’s equity, after accounting for the portion of losses borne by external tokenholders’, is $1.18 million.
Previous report
General and administrative expenses for the nine-months ended September 30, 2025 increased to $2.52 million, from $1.49 million for the nine-months ended September 30, 2024. The increase is primarily due to 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.
Previous report
The acquisition cost ratio remained consistent at 11.0% for the quarter end and nine-month periods ended September 30, 2025 compared with the quarter and nine-month periods ended September 30, 2024.
Previous report
**Investments.**As of September 30, 2025, our total investments increased by $2,000 or 1.77% to $115,000, from $113,000 as of December 31, 2024. The increase is primarily a result of the increase in value of the equity securities during the nine-month period ended September 30, 2025.
Previous report
Mezannine Equity – EpsilonCat Re / DeltaCat Re / ZetaCat Re and EtaCat Re Tokenholders. As of September 30, 2025, amounts due to CatRe tokenholders decreased to $1.2 million from $1.73 million at December 31, 2024. The decrease is due to the tokenholders share in the limit loss experienced on one of our reinsurance contracts affected by Hurricane Milton.
Previous report
During the quarter and nine-months ended September 30, 2025, the attachment layer reinsured by the Company under one of its contract was penetrated as a result of adverse loss development from Hurricane Milton. The net impact of the Hurricane Milton’s loss on the Company’s equity, after accounting for the portion of losses borne by external tokenholders’, is $1.18 million.
Reworded paragraphs (24)
Previous wording
The following is a discussion and analysis of our results of operations for the three-and nine-month periods ended September 30, 2025 and 2024 and our financial condition as of September 30, 2025 and December 31, 2024. The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 26, 2025. References to “we,” “us,” “our,” “our company,” or “the Company” refer to Oxbridge Re Holdings Limited and its subsidiaries, Oxbridge Reinsurance Limited, Oxbridge Re NS, SurancePlus Holdings Ltd., SurancePlus, Inc. and DSN Blockchain Technologies Ltd., unless the context dictates otherwise.
Current wording
The following is a discussion and analysis of our results of operations for the three-month periods ended March 31, 2026 and 2025 and our financial condition as of March 31, 2026 and December 31, 2025. The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026. References to “we,” “us,” “our,” “our company,” or “the Company” refer to Oxbridge Re Holdings Limited and its subsidiaries, Oxbridge Reinsurance Limited, Oxbridge Re NS, SurancePlus Holdings Ltd., SurancePlus, Inc. and DSN Blockchain Technologies Ltd., unless the context dictates otherwise.
Previous wording
On July 12, 2024, SurancePlus completed a private placement. The aggregate amount raised in the Private Placement was $2,878,048 Participation Shares represented by digital tokens issued under a 3-year Participation Share Investment Contract (for the issuance of 287,805 of the Participation Shares represented by the digital tokens, of which approximately $1,469,000 was received from third-party investors and approximately $1,409,000 was received from Oxbridge Re Holdings Limited.
Current wording
On July 12, 2024, SurancePlus completed a private placement. The aggregate amount raised in the Private Placement was $2,878,048 Participation Shares represented by digital tokens issued under a 3-year Participation Share Investment Contract (for the issuance of 287,808 of the Participation Shares represented by the digital tokens, of which approximately $1,469,000 was received from third-party investors and approximately $1,409,000 was received from Oxbridge Re Holdings Limited.
Previous wording
During the period ended September 30, 2025, we have sold 287,915 ordinary shares under the ATM program for gross proceeds of $900,531 at an average price of $3.13 per share. After deducting commissions related to the ATM offering of $27,016, the net proceeds we received from the transactions were $873,515. The proceeds from the ATM sales are being used for general corporate purposes.
Current wording
Subsequent to the period ended March 31, 2026, we have sold 300,000 ordinary shares under the ATM program for gross proceeds of $352,000 at an average price of $1.17 per share. After deducting commissions related to the ATM offering of $10,500, the net proceeds we received from the transactions were $341,500. The proceeds from the ATM sales are being used for general corporate purposes.
Previous wording
Premiums assumed are recorded net of change in loss experience refund, which consists of changes in amounts due to the cedants under two of our reinsurance contracts. These contracts contain retrospective provisions that adjust premiums in the event losses are minimal or zero. We recognize a liability pro-rata over the period in which the absence of loss experience obligates us to refund premiums under the contracts, and we will derecognize such liability in the period in which a loss experience arises. The change in loss experience refund is negatively correlated to loss and loss adjustment expenses described below.
Current wording
Premiums assumed are recorded net of change in loss experience refund, which consists of changes in amounts due to the cedants under our reinsurance contracts. These contracts contain retrospective provisions that adjust premiums in the event losses are minimal or zero. We recognize a liability pro-rata over the period in which the absence of loss experience obligates us to refund premiums under the contracts, and we will derecognize such liability in the period in which a loss experience arises. The change in loss experience refund is negatively correlated to loss and loss adjustment expenses described below.
Previous wording
During the nine-month period September 30, 2025, the Company’s subsidiary, SurancePlus, effectively entered into subscription agreements for the sale of ZetaCat Re and EtaCat Re Participation Shares representing fractionalized interest in reinsurance contracts underwritten by Oxbridge Re NS. The ZetaCat Re and EtaCat Re Tokens were issued on the Avalanche blockchain.
Current wording
During the year ended December 31, 2025, the Company’s subsidiary, SurancePlus, effectively entered into subscription agreements for the sale of ZetaCat Re and EtaCat Re Participation Shares representing fractionalized interest in reinsurance contracts underwritten by Oxbridge Re NS. The ZetaCat Re and EtaCat Re Tokens were issued on the Avalanche blockchain.
Previous wording
SurancePlus receives an incentive, technology, origination and management (“ITOM”) fee to cover costs associated with origination, structuring and the blockchain technology related to the ZetaCat Re and EtaCat Re Tokens. These fees are included in SurancePlus fees income line item in the consolidated statement of operations.
Current wording
SurancePlus receives an incentive, technology, origination and management (“ITOM”) fee to cover costs associated with origination, structuring and the blockchain technology related to the ZetaCat Re and EtaCat Re Tokens.
Previous wording
The following is our consolidated statement of operations and performance ratios for the three- and nine-month periods ended September 30, 2025 and 2024 (dollars in thousands, except per share amounts):
Current wording
The following is our consolidated statement of operations and performance ratios for the three month periods ended March 31, 2026 and 2025 (dollars in thousands, except per share amounts):
Previous wording
General. Net loss for the quarter ended September 30, 2025 was $187,000, or ($0.02) basic and diluted loss per share compared to a net loss of $540,000, or ($0.09) basic and diluted loss per share, for the quarter ended September 30, 2024. The decrease in net loss is primarily due to the decrease in unrealized loss on other investments during the quarter ended September 30, 2025 when compared with the prior period.
Current wording
General. Net income for the quarter March 31, 2026 was $22,000, or $0.003 basic and diluted income per share compared to a net loss of $139,000, or ($0.02) basic and diluted loss per share, for the quarter ended March 31, 2025. The decrease in net loss is primarily due to a decreased allocation of underwriting income to tokenholders, as the Company itself is the major contributor toward 2025/26 treaty contracts in place, coupled with a decrease in unrealized loss on other investments during the quarter ended March 31, 2026 when compared with the prior period.
Previous wording
Losses Incurred. There were no losses incurred during the three-month period ending September 30, 2025 and September 30, 2024, respectively.
Current wording
Losses Incurred. There were no losses incurred during the three-month periods ending March 31, 2026 and 2025.
Previous wording
Policy Acquisition Costs. Acquisition costs represent the amortization of the brokerage fees and federal excise taxes incurred on reinsurance contracts placed. Policy acquisition costs for the quarter ending September 30, 2025 decreased to $61,000 from $66,000 for the quarter ending September 30, 2024. The decrease is due to the rates on contracts in force in the quarter ended September 30, 2025, and the resulting acquisition costs, when compared to the rates on contracts in the prior-year period.
Current wording
Policy Acquisition Costs. Acquisition costs represent the amortization of the brokerage fees and federal excise taxes incurred on reinsurance contracts placed. Policy acquisition costs for the quarter ending March 31, 2026 decreased to $61,000 from $65,000 for the quarter ending March 31, 2025. The decrease is due to the rates on contracts in force in the quarter ended March 31, 2026, and the resulting acquisition costs, when compared to the rates on contracts in the prior-year period.
Previous wording
General and Administrative Expenses. General and administrative expenses for the quarter ended September 30, 2025 increased to $754,000 from $432,000 for the quarter ended September 30, 2024. The increase is primarily due to 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.
Current wording
General and Administrative Expenses. General and administrative expenses for the quarter ended March 31, 2026 increased to $522,000 from $505,000 for the quarter ended March 31, 2025. The increase is primarily due to increased professional costs relating to investor relations and our web3 subsidiary marketing and operations.
Previous wording
***Loss Ratio.***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 remained consistent at 0% for the three-month period ended September 2025 when compared with prior comparative period. The loss ratio increased to 132.4% for the nine-month period ended September 30, 2025, when compared with the prior comparative period. This was due to the full limit loss on one of our reinsurance contracts affected by Hurricane Milton.
Current wording
***Loss Ratio.***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 remained consistent at 0% for the three-month period ended March 31, 2026 when compared with prior comparative period.
Previous wording
***Expense Ratio.***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 three-month period ended September 30, 2025, the expense ratio increased to 146.8%, from 83.7% for the three-month period ended September 30, 2024. For the nine-month period ended September 30, 2025, the expense ratio increased to 156.2%, from 98% for the nine-month period ended September 30, 2024. The increases are 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 quarter ended September 30, 2025, when compared with the prior comparable periods.
Current wording
***Expense Ratio.***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 three-month period ended March 31, 2026, the expense ratio increased to 105%, from 95.8% for the three-month period ended March 31, 2025. The increase is primarily due to increased professional costs relating to investor relations and our web3 subsidiary marketing and operations.
Previous wording
***Combined Ratio.***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 three-month period ended September 30, 2025, the combined ratio increased to 146.8%, from 83.7% for the three-month period ended September 30, 2024. For the nine-month period ended September 30, 2025, the combined ratio increased to 288.6%, from 98% for the nine-month period ended September 30, 2024. The increase is due to higher general and administrative expenses and the losses incurred during the three-month and nine-month periods ended September 30, 2025, when compared with the prior comparable periods.
Current wording
***Combined Ratio.***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 three-month period ended March 31, 2026, the combined ratio increased to 105%, from 95.8% for the three-month period ended March 31, 2025. The increase is primarily due to increased professional costs relating to investor relations and our web3 subsidiary marketing and operations.
Previous wording
**Restricted Cash and Cash Equivalents.**As of September 30, 2025, our restricted cash and cash equivalents increased by $1.28 million or 21.7%, to $7.18 million, from $5.9 million as of December 31, 2024. The increase is the net result of premium deposits made during the nine-months ending September 30, 2025, the registered direct offering and ATM program that generated $3.5 million net of expenses, and payment of Hurricane Milton losses and general administrative expenses.
Current wording
**Restricted Cash and Cash Equivalents.**As of March 31, 2026, our restricted cash and cash equivalents increased by $1.21 million to $8.19 million, from $6.98 million as of December 31, 2025. The increase is the net result of premium deposits made during the three-months ending March 31, 2026 and the $1 million proceeds from the loan payable.
Previous wording
***Unearned Premiums Reserve.***As of September 30, 2025, our unearned premiums reserve increased by $490,000, to $1.48 million from $991,000 at December 31, 2024. The increase is due to the new reinsurance contracts placed for the 2025 2026 treaty year.
Current wording
***Unearned Premiums Reserve.***As of March 31, 2026, our unearned premiums reserve decreased by $556,000, to $370,000 from $926,000 at December 31, 2025. The decrease is due to change in unearned premium reserves for the three month period ended March 31, 2026.
Previous wording
Our sources of funds primarily consist of premium receipts (net of brokerage fees and federal excise taxes, where applicable) and investment income, including interest, dividends and realized gains. We use cash to pay losses and loss adjustment expenses, other underwriting expenses, dividends, and general and administrative expenses. Substantially all our surplus funds, net of funds required for cash liquidity purposes, are invested in accordance with our business plan and investment guidelines. Our investment portfolio is primarily comprised of cash and highly liquid securities, which can be liquidated, if necessary, to meet current liabilities. We believe that we have sufficient flexibility to liquidate any securities that we own to generate liquidity.
Current wording
Our sources of funds primarily consist of premium receipts (net of brokerage fees and federal excise taxes, where applicable) and investment income, including interest, dividends and realized gains. We use cash to pay losses and loss adjustment expenses, other underwriting expenses, dividends, and general and administrative expenses. Substantially all our surplus funds, net of funds required for cash liquidity purposes, are invested in accordance with our business plan and investment guidelines. Our current investment portfolio is primarily comprised solely of cash.
Previous wording
As of September 30, 2025, we believe we had sufficient cash flows from operations to meet our liquidity requirements in the short term. We expect that our operational needs for liquidity will be met by cash, investment income, sales under our existing ATM facilities and funds generated from underwriting activities. We have no plans to issue debt, and we expect to fund our operations for the foreseeable future from operating cash flows, as well as from current and potential future equity offerings. However, we cannot provide assurances that in the future we will not incur indebtedness to implement our business strategy, pay claims or make acquisitions.
Current wording
As of March 31, 2026, we believe we had sufficient cash flows from operations to meet our liquidity requirements in the short term. We expect that our operational needs for liquidity will be met by cash, investment income, sales under our existing ATM facilities, funds generated from underwriting activities and/or proceeds from the short-term loan we secured, which we intend to settle in June 2026. We have no current plans to issue further debt, and we expect to fund our operations for the foreseeable future from operating cash flows, as well as from current and potential future equity offerings. However, we cannot provide assurances that in the future we will not incur indebtedness to implement our business strategy, pay claims or make acquisitions.
Previous wording
Our cash flows from operating, investing, and financing activities for the nine-month periods ended September 30, 2025 and 2024 are summarized below.
Current wording
Our cash flows from operating, investing, and financing activities for the three-month periods ended March 31, 2026 and 2025 are summarized below.
Previous wording
Cash Flows for the Nine months ended September 30, 2025 (in thousands)
Current wording
Cash Flows for the three months ended March 31, 2026 (in thousands)
Previous wording
Net cash used in operating activities for the nine-months ended September 30, 2024 totaled $53 which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net cash provided by investing activities of $448 which was due to the repayment of the note receivable by Jet.AI and the proceeds from the sale of two of our equity securities. Net cash provided by financing activities was $681 which consisted primarily of net proceeds from Epsilon Cat Re participation shares represented by digital tokens offset by the payments made to DeltaCat Re tokenholders.
Current wording
Net cash provided by operating activities for the three-months ended March 31, 2026 totaled $210, which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net cash provided by financing activities was $1 million and primarily consisted of the proceeds from the loan payable during the period.
Previous wording
Cash Flows for the Nine months ended September 30, 2024 (in thousands)
Current wording
Cash Flows for the Three months ended March 31, 2025 (in thousands)
Previous wording
Net cash used in operating activities for the nine-months ended September 30, 2025 totaled $1,781, which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net provided by investing activities was $63, which consisted of consideration received on sale of investment in Jet.AI. Net cash provided by financing activities was $3,001 which consisted of net proceeds from issuance of ordinary shares through the Company’s ATM facility and the registered direct offering completed during the period.
Current wording
Net cash provided by operating activities for the three months ended March 31, 2025 totaled $272, which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net provided by investing activities was $63, which consisted of consideration received on sale of other investment. Net provided by financing activities was $3.4 million which consisted of net proceeds from issuance of ordinary shares through the Company’s ATM facility and the registered direct offering completed during the quarter.
Previous wording
We believe that the amounts are adequate; however, the inherent impossibility of predicting future events with precision, results in uncertainty as to the amount which will ultimately be required for the settlement of losses and loss expenses, and the differences could be material. Adjustments are reflected in the consolidated statements of income in the period in which they are determined.
Current wording
We believe that the amounts are adequate; however, the inherent impossibility of predicting future events with precision, results in uncertainty as to the amount which will ultimately be required for the settlement of losses and loss expenses, and the differences could be material. Adjustments are reflected in the consolidated statements of operations in the period in which they are determined.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Net loss for the nine-months ended September 30, 2025 was $2.19 million, or ($0.30) basic and diluted loss per share compared to a net loss of $2.27 million, or ($0.37) basic and diluted loss per share, for the nine-months ended September 30, 2024. The decrease in net loss is primarily due to the decrease in unrealized loss on other investments during the nine-month period ended September 30, 2025 when compared with the prior period.
Previous report — wording carried elsewhere
Policy acquisition costs for the nine-months ended September 30, 2025 increased from $188,000 to $191,000 for the nine-months ended September 30, 2025. The increase is due to the rates on contracts in force in the quarter ended September 30, 2025, and the resulting acquisition costs, when compared to the rates on contracts in the prior-year period.