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OXBRIDGE RE HOLDINGS Ltd

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About this filing

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.

Jun 30, 2026 · Filed Aug 13, 2026

OXBR$0.87+13.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001493152-26-037784

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 105 previous paragraphs and 120 current paragraphs.

81 unchanged; 21 reworded; 16 added; 3 removed; 0 previous and 2 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 (16)

Current report

On June 30, 2026, SurancePlus completed its private placement (the “2026 Private Placement”) of tokenized reinsurance securities. On June 30, 2026, SurancePlus entered into subscription agreements with investors in the 2026 Private Placement with respect to 300,000 of Tokenized Interests represented by the digital tokens HCI 2026 Series and the Participation Shares represented by the T42 / T20 Tokens. 300,000 of tokenized interests are represented by 100,000 HCI 2026 Series A tokenized interests at a purchase price of $11.10 per token representing gross proceeds of $1.1 million with a redemption value of $36.00 per token assuming no losses, 100,000 HCI 2026 Series B tokenized interests at a purchase price of $ 22.12 per token representing gross proceeds of $2.2 million with a redemption value of $49.00 per token assuming no losses and 100,000 HCI 2026 Series C tokenized interests at a purchase price of $30.01 per token representing gross proceeds of $3 million with a redemption value of $35.20 per token assuming no losses. 78,177 of the Participation Shares represented by the T42 Tokens (46,261 tokens) and T20 Tokens (31,916 tokens) at a purchase price of $10.00 per Participation Share for aggregate gross proceeds of $781,767 out of which approximately $744,623 was received from Oxbridge Re Holdings Limited and $37,143 was received from third party investors. The T42 Tokens and T20 Tokens were issued on the Solana blockchain. Ownership of the T42 and T20 tokenized Participation Shares indirectly conferred fractionalized interests in reinsurance contracts underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS, for the 2026-2027 treaty year. The Participation Shares are not shares in SurancePlus and have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC.

Current report

On June 22, 2026, the Company entered into an At-the-Market Sales Agreement (the “Offering Agreement”) with Chardan Capital Markets LLC, as sales agent (the “Sales Agent”), pursuant to which the Company could offer and sell, from time to time, through the Sales Agent, the Company’s ordinary shares, $0.001 par value (“Ordinary Shares”). The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of the Ordinary Shares sold by the Sales Agent pursuant to the Offering Agreement. The Company will also reimburse the Sales Agent for fees and disbursements of its legal counsel in an amount not to exceed $20,000 in connection with the execution of the Offering Agreement The Sales Agreement replaced our prior sales agreement dated July 9, 2025 with Maxim Group LLC, which was terminated on June 20, 2026.

Current report

Net income for the six months ended June 30, 2026 was $198,000, or $0.02 basic and diluted income per share compared to a net loss of $2.01 million or ($0.28) basic and diluted loss per share, for the six month ended June 30, 2025. The decrease in net loss is primarily due to a decrease in loss and loss adjustment expenses as there were no underwriting losses recorded for the period ended June 30, 2026. SurancePlus management fee income along with reduced professional fees and overall compensation contributed towards the net income result for the six-month period ended June 30, 2026.

Current report

Net premiums earned for the six months ended June 30, 2026 decreased to $924,000 from $1.11 million for the six-month ended ended June 30, 2025. The decrease is due to lower weighted average rate on reinsurance contracts in force during the six months ended June 30, 2026, as well as a lower amount of capital deployed into reinsurance contracts during the six-month period when compared to the prior period.

Current report

There were no losses incurred during the six-month period ending June 30, 2026. During the six- month period ending June 30, 2025, one of the reinsurance contracts experienced adverse loss development and a full limit loss of $2.3 million was recognized.

Current report

General and Administrative Expenses. General and administrative expenses for the quarter ended June 30, 2026 decreased to $603,000 from $1.3 million for the quarter ended June 30, 2025. Reduced professional fees and overall compensation contributed toward the decrease for the quarter.

Current report

General and administrative expenses for the six-months ended June 30, 2026 decreased to $1.1 million from $1.8 million for the six-months ended June 30, 2025. Reduced professional fees and overall compensation contributed towards the decrease for the six months period ended June 30, 2026.

Current report

The loss ratio decreased to 0% from 194.8% for the six-month period ended June 30, 2026 when compared with prior comparative period. This was due to no losses being recorded for the six-month period ending June 30, 2026 whereas a full limit loss was recognized for one of the reinsurance contracts during the six-month period ending June 30, 2025.

Current report

The acquisition cost ratio increased marginally to 12% from 11% for the quarter ending June 30, 2026 when compared to prior comparable period. The increase in acquisition cost ratio is due to reduced net premiums earned and marginal premium adjustments recognized during the period ending June 30, 2026 when compared to prior comparable period.

Current report

The acquisition cost ratio increased marginally to 11.4% from 11% for the six month period ending June 30, 2026 when compared to prior comparable period. The increase in acquisition cost ratio is due to reduced net premiums earned and marginal premium adjustments recognized during the period ending June 30, 2026 when compared to prior comparable period.

Current report

For the six-month period ended June 30, 2026, the expense ratio decreased to 133.1%, from 160.7% for the six-month period ended June 30, 2025. The decrease is primarily due to reduced professional fees and overall compensation during the six months period ended June 30, 2026, when compared with the prior year period.

Current report

The combined ratio is the sum of the loss ratio and the expense ratio. For the six-month period ended June 30, 2026, the combined ratio decreased to 133.1%, from 355.5% for the six-month period ended June 30, 2025. The decrease is primarily due to decreased underwriting losses, as well as reduced professional fees and overall compensation during the six months period ended June 30, 2026, when compared with the prior year period.
Removed paragraphs (3)

Previous report

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 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.

Previous 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.
Reworded paragraphs (21)

Previous 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.

Current wording

The following is a discussion and analysis of our results of operations for the six-month periods ended June 30, 2026 and 2025 and our financial condition as of June 30, 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

SurancePlus, an indirectly owned subsidiary of the Company, was incorporated as a British Virgin Islands Business Company on December 19, 2022 for the purpose of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS.

Current wording

SurancePlus Inc. (“SurancePlus”), an indirect 80% owned subsidiary of Oxbridge Re Holdings Limited, was incorporated as a British Virgin Islands Business Company on December 19, 2022 for the purposes of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS.

Previous 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.

Current wording

During the period ended June 30, 2026, we have sold 300,000 ordinary shares under the ATM program for gross proceeds of $352,136 at an average price of $1.17 per share. After deducting commissions related to the ATM offering of $10,564, the net proceeds we received from the transactions were $341,572. The proceeds from the ATM sales are being used for general corporate purposes.

Previous 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):

Current wording

The following is our consolidated statement of operations and performance ratios for the three and six month periods ended June, 2026 and 2025 (dollars in thousands, except per share amounts):

Previous 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.

Current wording

General. Net income for the quarter ended June 30, 2026 was $176,000, or $0.02 basic and diluted income per share compared to a net loss of $1.87 million or ($0.25) basic and diluted loss per share, for the quarter ended June 30, 2025. The increase in net income / decrease in net loss is primarily due to a decrease in loss and loss adjustment expenses as there were no underwriting losses recorded for the period ended June 30, 2026. SurancePlus management fee income along with reduced professional fees and overall compensation also contributed towards the net income result for the quarter.

Previous wording

Net premiums earned for the quarter ended March 31, 2026 decreased to $555,000 from $595,000 for the quarter ended March 31, 2025. The decrease is due to lower weighted average rate on reinsurance contracts in force during the quarter ended March 31, 2026, when compared to the prior period.

Current wording

Net premiums earned for the quarter ended June 30, 2026 decreased to $368,000 from $582,000 for the quarter ended June 30, 2025. The decrease is due to lower weighted average rate on reinsurance contracts in force during the quarter ended June 30, 2026, as well as a lower amount of capital deployed into reinsurance contracts during the quarter when compared to the prior period.

Previous wording

Losses Incurred. There were no losses incurred during the three-month periods ending March 31, 2026 and 2025.

Current wording

Losses Incurred. There were no losses incurred during the three-month period ending June 30, 2026. During the three- month period ending June 30, 2025, one of the reinsurance contracts experienced adverse loss development and a full limit loss of $2.3 million was recognized.

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 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.

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 three-months ending June 30, 2026 decreased to $44,000 from $64,000 for the quarter ending June 30, 2025. The decrease is due to the lower level of capital deployed in contracts in force in the quarter ended June 30, 2026, and the resulting acquisition costs, when compared to the rates on contracts in the prior-year period.

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 March 31, 2026 when compared with prior comparative period.

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 decreased to 0% from 394% for the three-month period ended June 30, 2026 when compared with prior comparative period. This was due to no losses being recorded for the three-month period ending June 30, 2026 whereas a full limit loss was recognized for one of the reinsurance contracts during the three-month period ending June 30, 2025.

Previous wording

***Acquisition Cost 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.

Current wording

***Acquisition Cost Ratio.***The acquisition cost ratio is the ratio of policy acquisition costs to net premiums earned. The acquisition cost ratio measures our operational efficiency in producing, underwriting and administering our reinsurance business.

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 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.

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 quarter ended June 30, 2026, the expense ratio decreased to 175.8%, from 227% for the quarter ended June 30, 2025. The decrease is primarily due to reduced professional fees and overall compensation during the quarter, when compared with the prior year period.

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 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.

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 quarter ended June 30, 2026, the combined ratio decreased to 175.8%, from 621% for the quarter ended June 30, 2025. The decrease is primarily due to decreased underwriting losses, as well as reduced professional fees and overall compensation during the quarter, when compared with the prior year period.

Previous 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.

Current wording

**Restricted Cash and Cash Equivalents.**As of June 30, 2026, our restricted cash and cash equivalents increased by $12.85 million to $19.82 million, from $6.98 million as of December 31, 2025. The increase is the net result of the investment in the new tokenized securities, release of collateral from 25-26 reinsurance treaty contracts and premium deposits made during the six months ending June 30, 2026.

Previous wording

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 wording

Mezzanine Equity – Tokenholders. As of June 30, 2026, amounts due to tokenholders increased to $12.6 million from $518,000 at December 31, 2025. The increase is due to the investment in new tokenized securities and the recognition of five months of underwriting-relating income that is attributable to third-party tokenholders.

Previous 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.

Current wording

***Unearned Premiums Reserve.***As of June 30, 2026, our unearned premiums reserve decreased by $610,000, to $316,000 from $926,000 at December 31, 2025. The decrease is due to change in unearned premium reserves for the six month period ended June 30, 2026.

Previous 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.

Current wording

As of June 30, 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 settled 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 three-month periods ended March 31, 2026 and 2025 are summarized below.

Current wording

Our cash flows from operating, investing, and financing activities for the six-month periods ended June 30, 2026 and 2025 are summarized below.

Previous wording

Cash Flows for the three months ended March 31, 2026 (in thousands)

Current wording

Cash Flows for the six months ended June 30, 2026 (in thousands)

Previous 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.

Current wording

Net cash used in operating activities for the six-months ended June 30, 2026 totaled $57, which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net cash provided by financing activities was $12.90 million and primarily consisted of the proceeds from investment in new tokenized securities.

Previous wording

Cash Flows for the Three months ended March 31, 2025 (in thousands)

Current wording

Cash Flows for the six months ended June 30, 2025 (in thousands)

Previous 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.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025 totaled $1,899, 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 $2,596 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.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Subsequent to the period ended June 30, 2026, we have sold 37,203 ordinary shares under the ATM program for gross proceeds of $60,000 at an average price of $1.61 per share. After deducting commissions related to the ATM offering of $2,000, the net proceeds we received from the transactions were $58,000. The proceeds from the ATM sales are being used for general corporate purposes.

Current report — wording carried from elsewhere

Policy acquisition costs for the six-months ending June 30, 2026 decreased to $105,000 from $129,000 for the quarter ending June 30, 2025. The decrease is due to the to the lower level of capital deployed in contracts in force rates on contracts in force in the six-months ended June 30, 2026, and the resulting acquisition costs, when compared to the rates on contracts in the prior-year period.