Shareholders approve 10x increase in authorized shares to 500M; new CEO/CFO employment agreements adopted

OXBRIDGE RE HOLDINGS Ltd

Authorized shares increased from 50M to 500M (450M new shares) via amendment to Memorandum and Articles, effective immediately.
2025 Omnibus Incentive Plan approved, reserving 1,569,514 shares plus annual evergreen increases (lesser of 5% of outstanding or board-determined).
CEO Jay Madhu's new agreement: $390k base salary from 2026, annual 40k restricted shares, M&A bonus of 630 bps, term through 2028.
CFO Wrendon Timothy's new agreement: $245k base salary from 2026, annual 25k restricted shares, M&A bonus of 270 bps, term through 2028.
Anti-takeover RSU agreements for Madhu and Timothy trigger fully vested RSUs upon change of control or revenue milestones through Dec 2026.

item 5.02 item 5.07 item 5.03 item 3.02 item 9.01

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

OXBRIDGE RE HOLDINGS Ltd: Amendment to increase authorized share capital from US$50,000 divided into 50,000,000 shares to US$500,000 divided into 500,000,000 shares by creation of an additional 450,000,000 shares (effective 2025-08-28).

Change: charter amendment
Effective: 2025-08-28

Exact text from the filing

On August 28, 2025, the Company’s shareholders voted, as a special resolution, to amend and restate the Company’s Third Amended and Restated Memorandum and Articles of Association in order to increase in 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.

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Source: SEC EDGAR

accession 0001641172-25-026604

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