Exhibit 10.8

CERTAIN OF THE EXHIBITS AND SCHEDULES TO THIS EXHIBIT HAVE BEEN OMITTED IN ACCORDANCE WITH REGULATION S-K ITEM 601(A)(5). THE REGISTRANT AGREES TO FURNISH A COPY OF ALL OMITTED EXHIBITS AND SCHEDULES TO THE SEC UPON ITS REQUEST. SUCH OMITTED INFORMATION IS IDENTIFIED BY BRACKETED ASTERISKS ([***]).

AMENDMENT NO. 1

Dated as of November 10, 2025

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of April 10, 2025

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of November 10, 2025 by and among NEPTUNE INSURANCE HOLDINGS INC., a Delaware corporation (“Holdings”), NEPTUNE FLOOD INCORPORATED, a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of April 10, 2025 by and among Holdings, the Borrower, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement (as defined below).

WHEREAS, the Borrower has requested that the requisite Lenders and the Administrative Agent agree to amend the Existing Credit Agreement to (a) increase the “Revolving Commitments” under and as defined in the Existing Credit Agreement, (b) extend the maturity of the revolving credit facility under the Existing Credit Agreement and (c) make certain other amendments to the Existing Credit Agreement as set forth herein; and

WHEREAS, the Lenders party hereto and the Administrative Agent are willing to do so, in each case subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holdings, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree as follows:

1. Amendments to the Existing Credit Agreement. Effective as of the Amendment No. 1 Effective Date (as defined below), (a) the Existing Credit Agreement (excluding any annexes, exhibits or schedules thereto, except as set forth herein) and (b) the Commitment Schedule attached thereto, in each case, are hereby amended to delete the stricken text (indicated in the same manner as the following example: stricken text) and to add the double-underlined text (indicated in the same manner as the following example: double-underlined text) as set forth on Exhibit A hereto (collectively, the “Amended Credit Agreement”).

2. Additional Revolving Commitments.

(a) Subject to the terms and conditions set forth herein, each of the applicable Lenders party hereto, in its capacity as a Revolving Lender, agrees to increase its “Revolving Commitment” under and as defined in the Existing Credit Agreement to the aggregate amount set forth opposite such Lender’s name as a “Revolving Commitment” on the Commitment Schedule attached to the Amended Credit Agreement.

(b) In connection with the foregoing and the other transactions contemplated hereby, on the Amendment No. 1 Effective Date:

(i) each Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the Revolving Exposure and Revolving Commitments of all the Revolving Lenders to equal its Applicable Percentage of such Revolving Exposure and Revolving Commitments;

(ii) any “Revolving Loans” outstanding under and as defined in the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date shall remain outstanding and be re-evidenced as Revolving Loans outstanding under the Amended Credit Agreement on the Amendment No. 1 Effective Date;

(iii) in connection with the foregoing, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the “Revolving Commitments” and “Revolving Exposure” (each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each Lender’s Revolving Exposure under the Amended Credit Agreement reflects such Lender’s Applicable Percentage on the Amendment No. 1 Effective Date (and in no event exceeds each such Lender’s Revolving Commitment), and each Loan Party and each Lender that was a “Lender” under the Existing Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately prior to the Amendment No. 1 Effective Date) that (A) such reallocation, sales and assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived), (B) such reallocation shall satisfy the assignment provisions of Section 9.04 of the Existing Credit Agreement and (C) in connection with such reallocation, sales, assignments or other relevant actions, the Loan Parties shall pay all interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of the Existing Credit Agreement; and

(iv) each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the actions described in this Section 2(b) and agrees that any and all required notices and required notice periods under the Existing Credit Agreement in connection with any of the actions described in this Section 2(b) on the Amendment No. 1 Effective Date are hereby waived and of no force and effect.

3. Conditions of Effectiveness. The effectiveness of this Amendment (the “Amendment No. 1 Effective Date”) is subject to the satisfaction of the following conditions precedent:

(a) the Administrative Agent (or its counsel) shall have received executed counterparts of this Amendment signed by or on behalf of Holdings, the Borrower, the Lenders, the Issuing Bank, the Swingline Lender and the Administrative Agent (which, subject to Section 9.06(b) of the Amended Credit Agreement, may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page);

(b) the Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Amendment No. 1 Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other governing body authorizing the execution, delivery and performance of this Amendment and the Amended Credit Agreement, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of Holdings and the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of each Loan Party from the appropriate governmental officer in such jurisdiction;

(c) the Administrative Agent shall have received a certificate, signed by a Financial Officer of Holdings, dated as of the Amendment No. 1 Effective Date (i) stating that no Default or Event of Default has occurred and is continuing as of such date or immediately after giving effect (including giving effect on a pro forma basis) to the transactions to occur on such date and (ii) stating that the representations and warranties contained in the Loan Documents (as amended hereby) are true and correct in all material respects (or, in the case of any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) as of such date, other than any representation or warranty which by its terms is made as of a specified date, which certificate shall state that such representation or warranty is true and correct in all material respects (or, in the case of any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) only as of such specified date;

(d) the Administrative Agent shall have received a legal opinion from Orrick, Herrington & Sutcliffe LLP, as counsel to the Loan Parties, covering the Loan Parties, this Amendment, the Amended Credit Agreement and such other customary matters reasonably requested by the Administrative Agent, all in form and substance satisfactory to the Administrative Agent;

(e) the Administrative Agent shall have received a Borrowing Request in respect of the Revolving Loans to be funded on the Amendment No. 1 Effective Date, which Borrowing Request shall be delivered in accordance with Section 2.03 of the Amended Credit Agreement;

(f) the Administrative Agent shall have received a notice of prepayment of all of the “Term Loans” outstanding under and as defined in the Existing Credit Agreement in accordance with Section 2.11(e) of the Existing Credit Agreement (it being understood and agreed that the posting of this Amendment to the Lenders shall be deemed to constitute satisfaction of this condition precedent);

(g) the Administrative Agent shall have received, for the ratable account of each applicable “Lender”, “Issuing Bank” and “Swingline Lender” under and as defined in the Existing Credit Agreement, as the case may be, (i) the principal amount of all “Term Loans” outstanding under and as defined in the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date, (ii) all accrued and unpaid commitment fees, letter of credit fees, fronting fees and interest owing thereunder immediately prior to the Amendment No. 1 Effective Date, (iii) the principal amount of all unreimbursed “LC Disbursements” outstanding under and as defined in the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date and (iv) the principal amount of all “Swingline Loans” and funded participations in “Swingline Loans” and “Letters of Credit” outstanding under and as defined in the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date; provided that, for the avoidance of doubt, any “Revolving Loans” outstanding under and as defined in the Existing Credit Agreement immediately prior to the effectiveness of this Amendment shall remain outstanding;

(h) the Administrative Agent shall have received, on behalf of the applicable Persons, all reasonable and documented out-of-pocket fees and expenses required to be paid or reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment No. 1 Effective Date. All such amounts may, but shall not be required to, be paid with proceeds of Revolving Loans made on the Amendment No. 1 Effective Date and reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Amendment No. 1 Effective Date; and

(i) at least five (5) days prior to the Amendment No. 1 Effective Date, (i) the Administrative Agent and Lenders shall have received (x) all documentation and other information regarding the Loan Parties requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Amendment No. 1 Effective Date and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least ten (10) days prior to the Amendment No. 1 Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification; provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied.

4. Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:

(a) This Amendment and the Amended Credit Agreement constitute legal, valid and binding obligations of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the representations and warranties of the Loan Parties set forth in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) with the same effect as though made on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date is true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) only as of such specified date).

5. Reference to and Effect on the Existing Credit Agreement.

(a) Upon the effectiveness hereof, each reference to the Existing Credit Agreement in the Existing Credit Agreement or any other Loan Document shall mean and be a reference to the Amended Credit Agreement. References in the Amended Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) and references to the Existing Credit Agreement in other Loan Documents shall in each case be deemed to be references to the Amended Credit Agreement.

(b) Each Loan Party hereby (i) agrees that this Amendment and the transactions contemplated hereby shall not limit or diminish its obligations arising under or pursuant to the Loan Documents to which it is a party, (ii) reaffirms all of its obligations under the Existing Credit Agreement and the other Loan Documents to which it is a party and (iii) acknowledges and agrees that the Existing Credit Agreement and each other Loan Document executed by it remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

(d) This Amendment shall constitute a Loan Document for purposes of the Amended Credit Agreement and the other Loan Documents.

6. Governing Law. This Amendment shall be governed by and construed in accordance with and governed by the law of the State of New York. The parties hereto agree that provisions of Sections 9.09 and 9.10 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis.

7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided, that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of Holdings, the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature, and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.

9. No Novation. Neither the execution, delivery and acceptance of this Amendment nor any of the terms, covenants, conditions or other provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or Obligations under the Existing Credit Agreement or to pay, extinguish, release, satisfy or discharge (a) the Obligations under the Existing Credit Agreement, (b) the liability of any Loan Party under the Existing Credit Agreement or the other Loan Documents executed and delivered in connection therewith or any Obligations or other obligations evidenced thereby, or (c) any mortgages, deeds of trust, liens, security interests or contractual or legal rights securing all or any part of such Obligations.

10. Reaffirmation. Except as expressly modified by this Amendment, all of the terms, provisions and conditions of the Existing Credit Agreement, as heretofore amended, shall remain unchanged and in full force and effect. Each Loan Party, as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Person grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Existing Credit Agreement and each other Loan Document to which it is a party (after giving effect hereto) and (b) to the extent such Person granted liens on or security interests in any of its property pursuant to any Loan Documents as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. This Amendment shall not constitute a course of dealing with the Administrative Agent or any Lender at variance with the Existing Credit Agreement or the other Loan Documents such as to require further notice by such Person to require strict compliance with the terms of the Existing Credit Agreement and the other Loan Documents in the future.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

	NEPTUNE FLOOD INCORPORATED, as the Borrower

	By:	/s/ Trevor Burgess
	Name:	Trevor Burgess
	Title:	Chief Executive Officer

	NEPTUNE INSURANCE HOLDINGS INC., as Holdings

	By:	/s/ Trevor Burgess
	Name:	Trevor Burgess
	Title:	Chief Executive Officer

Signature Page to Amendment No. 1 to Amended and Restated

Neptune Insurance Holdings Inc. 10-Q