Form 8-K

8-K — OXBRIDGE RE HOLDINGS Ltd

Accession: 0001493152-26-013607

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001584831

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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

Date

of 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

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

Suite

201,

Edward Street, George Town P.O. Box 469

Grand

Cayman, Cayman Islands

KY1-9006

(Address

of Principal Executive Office)

(Zip

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

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

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

Shares (par value $0.001)

OXBR

The

Nasdaq Stock Market LLC

Warrants

to Purchase Ordinary Shares

OXBRW

The

Nasdaq Stock Market LLC

(The

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 ☐

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. ☐

Item

2.02 Results of Operations and Financial Condition

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.

Item

9.01 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:

March 30, 2026

Wrendon

Timothy

Chief

Financial Officer and Secretary

(Principal

Accounting Officer and

Principal

Financial Officer)

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

Page Interactive Data File (embedded within the Inline XBRL document).

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Oxbridge

Highlights Strong 2025–26 Performance, Platform Expansion, and Market Opportunity; Reports Q4 and Full-Year Results

GRAND

CAYMAN, 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.

SurancePlus

2025–2026 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.

Platform

Expansion and Ecosystem Growth

The

Company has advanced the SurancePlus platform through a series of strategic partnerships designed to expand global distribution, infrastructure,

and interoperability:

●

have established a strategic presence in the Solana ecosystem through our partnership with Alphaledger, positioning SurancePlus within

one of the leading blockchain platforms for real-world asset adoption, with support from ecosystem participants including the Solana

Foundation.

●

Formed

a strategic collaboration with LayerZero, enabling distribution of SurancePlus offerings across more than 160 blockchain networks

parallel, we have increased our targeted marketing and investor engagement initiatives, contributing to growing awareness and expanding

participation.

Catastrophe

Risk 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.

Strategic

Outlook

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.

Looking

Ahead

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.

Jay

Madhu 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.

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.

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.”

Financial

Performance

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.

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.

Financial

Ratios

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 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.

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.

The acquisition cost ratio remained consistent at 11.0% for the year ended December 31, 2025 when compared with the prior comparative

period.

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 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.

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 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.

Conference

Call

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

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

About

Oxbridge 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-Looking

Statements

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.

Company

Contact:

Oxbridge

Re Holdings Limited

Jay

Madhu, CEO

345-749-7570

jmadhu@oxbridgere.com

OXBRIDGE

RE HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated

Balance Sheets

(expressed

in thousands of U.S. Dollars, except per share and share amounts)

At December 31,

2025

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

Deferred policy acquisition costs

102

109

Operating lease right-of-use assets

148

Prepayment and other assets

150

Property and equipment, net

Total assets

$ 8,053

7,465

Liabilities and Shareholders’ Equity

Liabilities:

Reserve for losses and loss adjustment expenses

Notes payable to noteholders

118

Losses payable

Unearned premiums reserve

926

991

Operating lease liabilities

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)

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

162.00

Total shareholders’ equity

5,975

4,110

Total liabilities, mezzanine and shareholders’ equity

8,053

7,465

OXBRIDGE

RE HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated

Statements of Operations

(Unaudited)

(expressed

in thousands of U.S. Dollars, except per share amounts)

Three Months Ended

Year Ended

December 31,

2025

2024

2025

2024

Revenue

Assumed premiums

2,275

2,379

Change in unearned premiums reserve

502

595

(76 )

Net premiums earned

555

595

2,287

2,303

SurancePlus fee income

312

Net investment and other income

314

248

Realized gain on other investments

Interest and gain on redemption of Series A-1 preferred shares

Interest and gain on redemption of loan receivable

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

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 %

Expense ratio

106.7 %

83.5 %

144.2 %

94.3 %

Combined ratio

187.6 %

83.5 %

264.1 %

94.3 %

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

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duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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- Details

Name:

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- Details

Name:

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