OXBRIDGE RE HOLDINGS Ltd 8-K

What Happened
On February 10, 2026 Oxbridge Re Holdings Limited (OXBR) and its indirect subsidiary SurancePlus Inc. announced the commencement of an offering of Participation Shares represented by digital tokens under a 3‑year Participation Share Investment Contract (PSIC). At launch up to 2,000,000 Participation Shares will be issued (initial price $10.00 each) as tokens labeled “T20-2027” (balanced yield) and “T42-2027” (high yield). The Participation Shares are contractual claims against SurancePlus (not equity in SurancePlus or OXBR). Net proceeds will be used to buy participating notes of Oxbridge Re NS, which will fund collateralized reinsurance contracts underwritten by Oxbridge Re NS. The offering is unregistered and will be sold only to accredited U.S. investors under Rule 506(c) and to non-U.S. persons under Regulation S.

Key Details

• Offering date filed: February 10, 2026; instrument: 3‑year PSIC, token labels T20-2027 and T42-2027.
• Initial issuance: up to 2,000,000 Participation Shares at $10.00 per share; discounts up to 5% for larger investments.
• Return structure: Investor Final Return = initial price + allocated share of net underwriting profits; preferred return hurdles of 8% (balanced) and 16% (high yield) annualized. Above hurdles, profits are generally split ~80% to investors / 20% to SurancePlus.
• Securities not registered under the U.S. Securities Act; sold under exemptions only (Rule 506(c) in US; Regulation S outside US). Participation Shares confer contractual rights only (no preemptive or conversion rights).

Why It Matters
This is a capital-raising move that uses tokenized, contract-based participation shares to funnel investor capital into affiliated reinsurance activities (via participating notes and collateralized reinsurance). For shareholders and potential investors, key implications are that these instruments are not equity (no ownership or conversion rights), they are unregistered and limited to certain investors, and returns depend on underwriting performance subject to specified hurdles and profit-sharing. Retail investors should review the Confidential Private Placement Memorandum and the company’s risk disclosures (including those in its Form 10‑K) before considering participation.