FTV VII, L.P. 4

What Happened
FTV VII, L.P., identified as a 10% owner of Neptune Insurance Holdings, Inc. (NP), sold a total of 6,039,850 shares of NP Class A common stock in two transactions tied to the company’s recent public offering. On 2026-05-15 it sold 5,252,044 shares at $26.40 each for $138,653,962, and on 2026-05-19 it sold 787,806 shares at $26.40 each for $20,798,078, for combined proceeds of approximately $159,452,040. These were sales (not purchases) and were conducted in connection with the issuer’s offering and the underwriters’ over-allotment option.

Key Details

• Transaction dates and prices:
  • 2026-05-15: 5,252,044 shares @ $26.40 = $138,653,962 (sold pursuant to Offering per prospectus; Footnote F1)
  • 2026-05-19: 787,806 shares @ $26.40 = $20,798,078 (sold pursuant to underwriters’ over-allotment option; Footnote F2)
• Total shares sold: 6,039,850; total proceeds ≈ $159,452,040.
• Shares held after sales (per filing, Footnote F3):
  • FTV VII: 14,325,878
  • FTV-NE Aggregator, LLC: 992,452
  • Growth VII‑Centre, L.P.: 992,451
  • Combined direct holdings after these transactions: 16,310,781 shares.
• Reporting structure (Footnote F4): FTV-NE Aggregator is managed by FTV VII; FTV VII is managed by FTV Management VII, L.P. Growth VII‑Centre is managed by FTV Management.
• Beneficial ownership disclaimer (Footnote F5): reporting persons disclaim beneficial ownership except to extent of pecuniary interest.
• Filing: Report filed 2026-05-19 covering trades on 2026-05-15 and 2026-05-19; this filing date is within the typical two-business-day Form 4 window and appears timely.

Context
These sales were executed in connection with Neptune’s May public offering (including the underwriters’ greenshoe/over-allotment), which often results in pre-arranged or underwriting-related sales by large holders; such transactions are routine for institutional investors and do not, by themselves, indicate management sentiment. Because this is a sale by a 10% institutional owner (not an executive/insider purchase), it’s a liquidity/market transaction rather than a direct signal of company prospects.