OXBRIDGE RE HOLDINGS Ltd Stock Compensation Disclosure

11. SHARE-BASED COMPENSATION

 

The Company currently has outstanding share-based awards granted under the 2014 Omnibus Incentive Plan (the “2014 Plan”) and the 2021 Omnibus Incentive Plan (the “2021 Plan”). Under the 2014 Plan, and the 2021 Plan, the Company had discretion to grant equity and cash incentive awards to eligible individuals, including the issuance of up to 1,000,000 of the Company’s ordinary shares. During the period from January 1, 2025 through to August 28, 2025, the Company had granted an aggregated of 126,162 restricted stock to directors, officers, consultants and employees under the 2021 Plan.

 

On August 28, 2025, the Company’s adopted the 2025 Omnibus Incentive Plan (the “2025 Plan”), which automatically terminated the 2021 Plan. The 2025 Plan provides that 1,569,514 of our ordinary shares are reserved for issuance under the Plan, and such number of shares is the maximum number of shares that may be issued pursuant to the exercise of incentive stock options within the meaning of the U.S. Internal Revenue Code. The number of shares available under the 2025 Plan will also increase annually on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2026, and continuing until (and including) the fiscal year ending December 31, 2035, with such annual increase equal to an amount equal to the lesser of (1) 5% of the number of Shares outstanding on December 31st of the immediately preceding fiscal year, and (2) an amount determined by the Company’s Board of Directors. The number of ordinary shares reserved under the Plan will be depleted by the maximum number of shares, if any, that may be issuable under an award at the time of grant.

 

No grants were made under the 2025 Plan, and at December 31, 2025, there were 1,569,514 shares for grant under the 2025 Plan.

 

Stock options

 

Stock options granted and outstanding under the Plans vests quarterly over four years and are exercisable over the contractual term of ten years.

 

A summary of the stock option activity for the years ended December 31, 2025 and 2024 is as follows (option amounts not in thousands):

 

SCHEDULE OF STOCK OPTION ACTIVITY

		Number of Options				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Term				Aggregate Intrinsic Value
Outstanding at December 31, 2024 and 2023			846,250			$	4.63				3.7 years			$	-
Exercisable at December 31, 2024			846,250			$	4.63				3.7 years			$	-
Outstanding at January 1, 2025			846,250			$	4.63				3.7 years			$	-
Granted during the year			75,000			$	2.5				9.50 years				-
Forfeited during the year			(180,000	)		$	6.00				-				-
Exercised during the year			(290,000	)		$	2.00				-				-
Outstanding at December 31, 2025			451,250			$	5.42				5.06 years			$	-
Exercisable at December 31, 2025			385,625			$	5.92				4.30 years			$	-

 

 

 

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

 

11. SHARE-BASED COMPENSATION (continued)

 

Compensation expense recognized for each of the years ended December 31, 2025 and 2024 totaled $16,000 and $20,000, respectively and is included in general and administrative expenses. At December 31, 2025 and 2024, there was approximately $109,000 and $0, respectively, of total unrecognized compensation expense related to non-vested stock options granted under the Plans.

 

No options were grated during the year ended December 31, 2024. During the year ended December 31, 2025 the Company granted 75,000 options with fair value estimated on the date of grant using the following assumptions and the Black-Scholes option pricing model:

SCHEDULE OF FAIR VALUE ESTIMATED AND BLACK SCHOLES OPTION PRICING

		2025
Expected dividend yield			0	%
Expected volatility			90	%
Risk-free interest rate			4.17	%
Expected life (in years)			7
Per share grant date fair value of options issued		$	1.65

 

At the time of the grant, the dividend yield was based on the Company’s history and expectation of dividend payouts at the time of the grant; expected volatility was based on volatility of common stock for one year lookback from grant date; the risk-free rate was based on the U.S. Treasury yield curve in effect. The Company examined its historical pattern of option exercises in an effort to determine if there were any pattern based on certain employee populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the Company used the guidance in the SEC’s Staff Accounting Bulletin No. 107 to determine the estimated life of options issued.

 

During the year ended December 31, 2025, 180,000 options expired, and were thus forfeited, and a total of 290,000 outstanding share options were “net” exercised. 112,841 shares were withheld by the Company for payment of the exercise price at a share price of $5.14. The remaining net 177,159 ordinary shares were issued to, and retained by, the executive officers of the Company.

 

Restricted Stock Awards

 

The Company may grant restricted stock awards to eligible individuals in connection with their service to the Company. The terms of the Company’s outstanding restricted stock grants may include service, performance and market-based conditions. The fair value of the awards with market-based conditions is determined using a Monte Carlo simulation method, which calculates many potential outcomes for an award and then establishes fair value based on the most likely outcome. The determination of fair value with respect to the awards with only performance or service-based conditions is based on the value of the Company’s stock on the grant date.

 

Information with respect to the activity of unvested restricted stock awards during the year ended December 31, 2025 and 2024 is as follows (share amounts not in thousands):

SCHEDULE OF ACTIVITY OF UNVESTED RESTRICTED STOCK AWARDS

		Weighted- Number of Restricted Stock Awards				Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2024			46,073
Granted			136,427			$	2.37
Vested			(143,785	)		$	2.37
Nonvested at December 31, 2024			38,715
Granted			126,162			$	2.25
Forfeited			(12,000	)		$	2.25
Vested			(134,296	)		$	1.07
Nonvested at December 31, 2025			18,581

 

Compensation expense recognized for the years ended December 31, 2025 and 2024 totaled $402,000 and $214,000, respectively, and is included in general and administrative expenses. At December 31, 2025 and 2024, there was approximately $59,000 and $48,000, respectively, of unrecognized compensation expense related to non-vested restricted stock granted under the Plans. The Company expects to recognize the remaining compensation expense over a weighted-average period of one (1) month.

 

 

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued