Form 4: OXBR Director Allan Martin Reports Pre-Planned Share Sale

Oxbridge Re Holdings Director Allan Martin reported a pre-planned sale of 4,328 ordinary shares under a Rule 10b5-1 plan.

Summary

• Allan S. Martin, a Director and 10% Owner of Oxbridge Re Holdings Ltd (OXBR), reported a transaction involving the company's ordinary shares.
• On September 16, 2025, with a deemed execution date of September 17, 2025, Mr. Martin disposed of 4,328 ordinary shares.
• The shares were sold at a price of $2.4505 per share.
• This transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following this transaction, Mr. Martin directly beneficially owns 216,803 ordinary shares, held jointly with his wife, Marie Martin.
• Additionally, Mr. Martin indirectly holds 68,770 ordinary shares through Fleur de Lis Partners, LLLP, where he is the general partner.
• He also indirectly holds 102,223 ordinary shares through the Martin Family Foundation, Inc., where he is a director with shared voting and investment power.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While it's an insider sale, the fact that it's a pre-planned Rule 10b5-1 transaction mitigates the negative signal often associated with ad-hoc insider selling, suggesting personal financial management rather than a lack of confidence in the company's future.

Negatives

• A director and 10% owner sold a portion of their direct holdings, which can sometimes be perceived negatively by the market, even if pre-planned.

Risks

• Potential for negative market perception or investor sentiment due to an insider sale, despite it being a pre-planned transaction under Rule 10b5-1(c).

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Allan S. Martin indirectly holds 68,770 ordinary shares through Fleur de Lis Partners, LLLP, where he serves as the general partner with voting and investment power.
• Allan S. Martin indirectly holds 102,223 ordinary shares through the Martin Family Foundation, Inc., where he is a director with shared voting and investment power.

Stakeholder Impact

• Shareholders may interpret the director's sale as a signal, though the impact is mitigated by the disclosure that it was a pre-planned transaction under a Rule 10b5-1(c) plan.

Key Dates

Recommendation

The reported sale of ordinary shares by a director was executed under a pre-arranged Rule 10b5-1(c) plan. Such planned transactions are typically for personal financial management, such as diversification or liquidity, and are generally less indicative of a change in the insider's view of the company's immediate prospects compared to an unscheduled sale. Investors should consider this context and monitor the company's fundamentals, as the transaction itself does not necessarily signal a deterioration in company performance.

Keywords

Oxbridge Re Holdings, OXBR, Allan S. Martin, Insider Sale, Form 4, Director Transaction, Share Sale, 10b5-1 Plan