OXBRIDGE RE HOLDINGS Ltd

For the period ended Aug 7, 2025. Filed Aug 7, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 7, 2025 · Filed Aug 7, 2025

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

OXBRIDGE RE HOLDINGS LIMITED

(Name of Registrant As Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Suite 201,42 Edward Street

P.O. Box 469

Grand Cayman, KY1-9006

Cayman Islands

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 28, 2025

Notice is hereby given that the Extraordinary General Meeting of Shareholders (the “Meeting”) of Oxbridge Re Holdings Limited (the “Company”) will be held at the Company’s office, Suite 201, 42 Edward Street, George Town, Cayman Islands on Thursday August 28, 2025, at 12.00 p.m. (local time), for the following purposes:

1.	To consider and vote, as an ordinary resolution, upon a proposal to increase the authorized share capital of the Company from US$50,000 divided into 50,000,000 shares of a par value of US$0.001 each to US$500,000 divided into 500,000,000 shares of a par value of US$0.001 each, by the creation of an additional 450,000,000 shares of a par value of US$0.001 each;
2.	To consider and vote, as a special resolution, upon a proposal to approve the amendment and restatement, in the form attached hereto as Appendix A, of the Company’s Third Amended and Restated Memorandum and Articles of Association in order to reflect the increase in the authorized share capital of the Company;

3.	To consider and vote upon, as an ordinary resolution, upon a proposal to approve the Oxbridge Re Holdings Limited 2025 Omnibus Incentive Plan; and

4.	To transact such other business that may properly come before the Meeting or any adjournments or postponements thereof.

Information concerning the matters to be acted upon at the Meeting is set forth in the accompanying Proxy Statement.

Only shareholders of record, as shown by the register of members of the Company, at the close of business on July 25, 2025, will be entitled to notice of, and to vote at, the Meeting or any adjournments or postponements thereof. Whether or not you plan to attend the Meeting, we hope you will vote as soon as possible. Voting your proxy will ensure your representation at the Meeting. We urge you to carefully review the proxy materials and to vote FOR the above proposals.

By Order of the Board of Directors,

/s/ Jay Madhu

Chief Executive Officer

August 7, 2025

Grand Cayman, Cayman Islands

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SHAREHOLDER MEETING TO BE HELD ON AUGUST 28, 2025:

To access our Proxy Statement,

please visit www.oxbridgere.com/2025EGM

TABLE OF CONTENTS

GENERAL INFORMATION	1
VOTING SECURITIES AND VOTE REQUIRED	2
SOLICITATION AND REVOCATION	3
PROPOSAL ONE - APPROVAL OF THE INCREASE IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY	4
PROPOSAL TWO - APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S MEMORANDUM AND ARTICLES OF ASSOCIATION	5
PROPOSAL THREE - APPROVAL OF THE COMPANY’S 2025 EQUITY INCENTIVE PLAN	6
OTHER MATTERS	17
ADDITIONAL INFORMATION ABOUT THE MEETING	18
EXECUTIVE AND DIRECTOR COMPENSATION DISCUSSION AND ANALYSIS	18
PRINCIPAL SHAREHOLDERS	30
SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS IN 2026	31

Suite 201

42 Edward Street

P.O. Box 469

Grand Cayman, KY1-9006

Cayman Islands

PROXY STATEMENT

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 28, 2025

ContentsView on SEC.gov

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