11. SHARE-BASED COMPENSATION

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.

On January 2, 2026 137,252 restricted stock was awarded under the 2025 Plan. At March 31, 2026 there were 1,432,262 shares available for grant under the 2025 Plan.

Stock options

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

A summary of the stock option activity for the three-month periods ended March 31, 2026 and 2025 are as follows:

 SCHEDULE OF STOCK OPTION ACTIVITY

Compensation expense recognized for the three-month periods ended March 31, 2026 and 2025 totaled $8,000 and $0, respectively. Compensation expense is included in general and administrative expenses. At March 31, 2026, there was approximately $100,812 of total unrecognized compensation expense related to non-vested stock options granted under the Plans.

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.

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

March 31, 2026

11. SHARE-BASED COMPENSATION (cont’d)

Restricted Stock Awards (cont’d)

During the three-month periods ended March 31, 2026 and 2025, the Company granted 137,252 and 83,162 shares of restricted stock, respectively, to directors and employees under the 2025 and 2021 Plan respectively. Information with respect to the activity of unvested restricted stock awards during the periods ended March 31, 2026 and 2025 is as follows (share amounts not in thousands):

 SCHEDULE OF ACTIVITY OF UNVESTED RESTRICTED STOCK AWARDS

Compensation expense recognized for the three-month periods ended March 31, 2026 and 2025 totaled $74,000 and $108,000, respectively and is included in general and administrative expenses. At March 31, 2026, there was approximately $164,000 unrecognized compensation expense related to non-vested restricted stock granted under the Plan, which the Company expects to recognize over a weighted-average period of nine (9) months.