Oxbridge Re Holdings Ltd 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From ________ To ________ Commission File Number 1-36346 OXBRIDGE RE HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Cayman Islands98-1150254(State or other jurisdictionof incorporation or organization)(I.R.S. EmployerIdentification No.) Registrant’s telephone number, including area code:(345) 749-7570 Securities Registered Pursuant to Section 12(b) of the Exchange Act: Name of Each Exchange on Which RegisteredThe NASDAQ Capital Market Securities Registered Pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”, and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒ Large accelerated filer☐Non-accelerated Filer☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting common equity held by non-affiliates of the registrant was $11,646,248 (based upon thequoted closing sale price per share of the registrant’s ordinary shares on The NASDAQ Capital Market) on the last business day of theregistrant’s most recently completed second fiscal quarter (June 30, 2025). For purposes of this calculation, the registrant has assumedthat its directors and executive officers as of June 30, 2025 were affiliates. As of March 26, 2026, 7,801,374 ordinary shares, par value $0.001 (USD) per share, were outstanding. Documents Incorporated by Reference: Information required by Part III is incorporated by reference from registrant’s Proxy Statement for its 2026 annual meeting ofstockholders or an amendment to this Annual Report on Form 10-K, which will be filed with the Securities and Exchange Commissionwithin 120 days after the end of its fiscal year ended December 31, 2025. OXBRIDGE RE HOLDINGS LIMITED Index to Annual Report on Form 10-K PageCAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION3PART I.ITEM 1.BUSINESS3ITEM 1A.RISK FACTORS13ITEM 1B.UNRESOLVED STAFF COMMENTS27ITEM 1C.CYBERSECURITY27ITEM 2.PROPERTIES28ITEM 3.LEGAL PROCEEDINGS28ITEM 4.MINE SAFETY DISCLOSURES28PART II.ITEM 5.MARKET FORREGISTRANT’S COMMON EQUITY,RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES28ITEM 6.[RESERVED]29ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS29ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK41ITEM 8.FI