6. NOTES PAYABLE / MEZZANINE EQUITY

Oxbridge Re NS. On December 22, 2017, the Company established Oxbridge Re NS, a Cayman domiciled and licensed special purpose insurer, formed to provide additional collateralized capacity to support Oxbridge Reinsurance Limited’s reinsurance business. In respect of the participating notes issued by Oxbridge Re NS to investors, Oxbridge Re NS entered into retrocession agreements with Oxbridge Reinsurance Limited. Under these agreements, Oxbridge Re NS receives a quota share of Oxbridge Reinsurance Limited’s catastrophe business. Oxbridge Re NS is a non-rated insurer and the risks have been fully collateralized by way of funds held in trust for the benefit of Oxbridge Reinsurance Limited. Oxbridge Re NS is able to provide investors with access to natural catastrophe risk backed by the distribution, underwriting, analysis and research expertise of Oxbridge Re.

Upon issuance of a series of participating notes by Oxbridge Re NS, all of the proceeds from the issuance are deposited into collateral accounts, to fund any potential obligation under the reinsurance agreements entered into with Oxbridge Reinsurance Limited underlying such series of notes. The outstanding principal amount of each series of notes generally is expected to be returned to holders of such notes upon the expiration of the risk period underlying such notes, unless an event occurs which causes a loss under the applicable series of notes, in which case the amount returned is expected to be reduced by such noteholder’s pro rata share of such loss, as specified in the applicable governing documents of such notes. In addition, holders of such notes are generally entitled to interest payments, payable annually, as determined by the applicable governing documents of each series of notes.

The Company receives an origination and structuring fee in connection with the formation, operation and management of Oxbridge Re NS.

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

June 30, 2026

6. NOTES PAYABLE / MEZZANINE EQUITY(continued)

Notes Payable to Series 2020-1 noteholders

On June 1, 2020, Oxbridge Re NS entered into a retrocession agreement with Oxbridge Reinsurance Ltd and issued $216,000 of participating notes to provide quota share support for Oxbridge Re’s global property catastrophe excess of loss reinsurance business. These participating notes were designated as Series 2020-1 and matured on June 1, 2023.

The outstanding balance was $118,000 as of June 30, 2026 and December 31, 2025. The cedant under the related reinsurance treaty subsequently declared bankruptcy, and the associated collateral remains restricted within the trust account. The remaining participating note liabilities will be settled if and once the collateral funds (or a portion therefore) held in trust become available.

The income from Oxbridge Re NS operations that are attributable to the participating notes noteholders for the six-months ended June 30, 2026 and 2025 was $0

SurancePlus Inc.

SurancePlus Inc. (“SurancePlus”), an indirect 80% owned subsidiary of Oxbridge Re Holdings Limited, was incorporated as a British Virgin Islands Business Company on December 19, 2022 for the purposes of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS.

DeltaCat Re Tokens

On March 27, 2023, we, through SurancePlus, issued a press release announcing the commencement of an offering by SurancePlus of up to $5.0 million of DeltaCat Re Tokens with a purchase price of $10.00 per DeltaCat Re Token and representing one share of Series DeltaCat Re Preferred Shares per DeltaCat Re Token (the “Private Placement”).

On June 27, 2023, SurancePlus completed the Private Placement. The aggregate amount raised in the Private Placement was $2,447,760 for the issuance of 244,776 DeltaCat Re Tokens, of which approximately $1,280,000 was received from third-party investors and approximately $1,167,000 was received from Oxbridge Re Holdings Limited.

On September 11, 2023, the DeltaCat Re tokens were reclassified as tokenized interests carrying rights equivalent to the DeltaCat Re Preferred Shares in accordance with the provisions of British Virgin Islands law.

On June 28, 2023, Oxbridge issued a press release announcing the completion of the DeltaCat Private Placement.

EpsilonCat Re Tokens

On March 18, 2024, the Company and its subsidiary SurancePlus Inc, announced the commencement of an offering by SurancePlus of Participation Shares (the “Participation Share” and together with the Preferred Shares, the “Securities”) represented by digital tokens to be issued under a 3-year Participation Share Investment Contract (the “PSIC”). The Participation Shares are not shares in SurancePlus and shall have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC. At the offering’s commencement, up to one million (1,000,000) Participation Shares will be issued, represented by digital tokens labelled “EpsilonCat Re” (the “EpsilonCat Tokens”). The quantity of Participation Shares to be issued in subsequent years of 2025, and 2026, shall be disclosed prior to their issuances. At the start of the offering, the Participation Shares will be offered at an initial price of $10.00 per Participation Share.

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

June 30, 2026

6. NOTES PAYABLE / MEZZANINE EQUITY (continued)

On July 11, 2024, SurancePlus completed its private placement (the “2024 Private Placement”) of Participation Shares. On July 11, 2024, SurancePlus entered into subscription agreements with accredited investors and non-U.S. persons in the 2024 Private Placement with respect to 287,705 of the Participation Shares represented by the digital tokens, EpsilonCat Re at a purchase price of $10.00 per Participation Share for aggregate gross proceeds of $2,878,048 of which approximately $1,469,000 was received from third-party investors and approximately $1,409,000 from Oxbridge Re Holdings Limited. Approximately $312,000 and $299,000 of management fees were deducted from the gross proceeds from the third-party investors and Oxbridge Re Holdings Limited, respectively, The EpsilonCat Tokens were issued on the Avalanche blockchain. Ownership of EpsilonCat Re tokenized Participation Shares indirectly conferred fractionalized interests in reinsurance contracts underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS, for the 2024-2025 treaty year. The Participation Shares are not shares in SurancePlus and have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC.

ZetaCat Re / EtaCat Re Tokens

During the year ended December 31, 2025, the Company and its indirect 80% owned subsidiary SurancePlus Inc, announced the commencement of an offering by SurancePlus of Participation Shares. The Participation Shares are not shares in SurancePlus and shall have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC. At the offering’s commencement, up to one million (1,000,000) Participation Shares will be issued, represented by digital tokens labelled “ZetaCat Re” (the “ZetaCat Tokens”) and “EtaCat Re” (the “EtaCat Tokens”). The quantity of Participation Shares to be issued in subsequent years of 2026, and 2027, shall be disclosed prior to their issuances. At the start of the offering, the Participation Shares will be offered at an initial price of $10.00 per Participation Share

On July 31, 2025, SurancePlus completed its private placement (the “2025 Private Placement”) of Participation Shares. On July 31, 2025, SurancePlus entered into subscription agreements with investors in the 2025 Private Placement with respect to 361,191 of the Participation Shares represented by the ZetaCat Tokens (156,191 tokens) and EtaCat Tokens (205,000 tokens) at a purchase price of $10.00 per Participation Share for aggregate gross proceeds of $3,611,910 out of which approximately $3,601,910 was received from Oxbridge Re Holdings Limited and $10,000 was received from third party investors. The ZetaCat Tokens and EtaCat Tokens were issued on the Avalanche blockchain. Ownership of the ZetaCat Re and EtaCat Re tokenized Participation Shares indirectly conferred fractionalized interests in reinsurance contracts underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS, for the 2025-2026 treaty year. The Participation Shares are not shares in SurancePlus and have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC.

T20 / T42 Tokens

On February 10, 2026, the Company announced the commencement of an offering by SurancePlus of Participation Shares (the “Securities”) represented by digital tokens to be issued under a 3-year Participation Share Investment Contract (the “PSIC”). The Participation Shares are not shares in SurancePlus (or the Company) and shall have no preemptive right or conversion rights. The Participation Shares solely confer contractual rights against SurancePlus as contained in the PSIC, represented by digital tokens labelled “T20-2027” and “T42-2027”, representing our balanced yield and high yield participation shares, respectively. The quantity of Participation Shares to be issued in subsequent years of 2027, and 2028, shall be disclosed prior to their issuances. At the start of the offering, the Participation Shares will be offered at an initial price of $10.00 per Participation Share.

On June 30, 2026, SurancePlus completed its private placement of Participating Shares, and entered into subscription agreements with investors with respect to 78,177 of the Participation Shares, represented by the T42 Tokens (46,261 tokens) and T20 Tokens (31,916 tokens), each at a purchase price of $10.00 per Participation Share for aggregate gross proceeds of $781,767, for which approximately $744,623 was received from Oxbridge Re Holdings Limited and $37,143 was received from third party investors. The T42 Tokens and T20 Tokens were issued on the Solana blockchain. Ownership of the T42 and T20 tokenized Participation Shares indirectly conferred fractionalized interests in reinsurance contracts underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS, for the 2026-2027 treaty year. The Participation Shares are not shares in SurancePlus and have no preemptive right or conversion rights.

HCI 2026 Series Tokens

On June 30, 2026, SurancePlus completed its private placement of Tokenized Interests and entered into subscription agreements with investors with respect to 300,000 of Tokenized Interests, represented by 100,000 tokenized interests each for HCI 2026 Series A, B and C, with a purchase price of $11.10, $22.12 and $30.01 per token, respectively, with total gross proceeds of $6.3 million. The HCI 2026 Series A, B and C tokens each has a redemption value of $36, $49 and $35.20 per token, respectively, assuming no related underwriting losses occur. The company earned $501,000 of management fee income on this transaction.

The Tokenized Interests and Participation Shares above constitute contractual rights issued pursuant to the TIC and PSIC, respectively. They do not constitute equity securities or shares of SurancePlus Inc., do not confer any ownership interest, voting rights, dividend rights, preemptive rights, or conversion rights, and solely entitle the holders to the contractual rights expressly provided under the TIC and PSIC.

The Securities (i.e.Tokenized Interests and Participation Shares) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state or other securities laws. The Securities were sold in a transaction exempt from registration under the Securities Act and were sold only to persons reasonably believed to be accredited investors in the United States under SEC Rule 506(c) under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.

Collateral and Trust Agreements

In relation to the offering of the HCI 2026 Series Tokens disclosed above, on June 30 2026, the Company entered into an initial collateral and additional collateral deposit agreement (“Collateral Deposit Agreement”) with HCI Group. Under the Collateral Deposit Agreement, HCI provided additional collateral totaling $6.19 million directly into three (3) of the Company’s trust accounts (“Series Trust Account”). The Company deposited net proceeds of $5.8 million into Series Trust Accounts to fully collateralize the underlying synthetic exposure. At June 30, 2026, the total amounts held in the Series Trusts Accounts was $12.02 million and disclosed on the consolidated balance sheets.

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

June 30, 2026

6. NOTES PAYABLE / MEZZANINE EQUITY (continued)

Under Accounting Standards Codification 480 “Distinguishing Liabilities from Equity” (ASC 480) a redeemable financial instrument that will be redeemed only upon the occurrence of a conditional event is required to be excluded from presentation on the consolidated balance sheets as a liability. The potential cash settlement of the PSIC is contingent upon there being no losses with respect to the underlying reinsurance contracts. Therefore, since these events are not solely within the control of the Company the PSIC has been presented as mezzanine equity in the accompanying consolidated balance sheets as required by ASC 480.

The selected unconsolidated historical financial information and other data presented below is derived from SurancePlus’ standalone unaudited financial statements for the three months and six months periods ended June 30, 2026 and 2025 and the balance sheet data as of June 30, 2026 and December 2025.

 SCHEDULE OF FINANCIAL STATEMENTS

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

June 30, 2026