As filed with the Securities and Exchange Commission on May 11, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NEPTUNE INSURANCE HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware	6411	33-4189588
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial code number)	(I.R.S. employer identification no.)

400 6th Street S, Suite 2

St. Petersburg, Florida 33701

(727) 202-4815

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Trevor Burgess

Chief Executive Officer

Neptune Insurance Holdings Inc.

400 6th Street S, Suite 2

St. Petersburg, Florida 33701

(727) 202-4815

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Michael J. Sullivan Mark Mushkin Albert Vanderlaan Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105 (415) 773-5700	Joseph A. Hall Pedro J. Bermeo Steven J. Glendon Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 United States (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities

Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a

further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the

Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may

determine.

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The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until our

registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell

these securities and it is not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued , 2026

8,355,615 Shares

Neptune Insurance Holdings Inc.

CLASS A COMMON STOCK

The selling stockholders identified in this prospectus are offering 8,355,615 shares of our Class A common stock. We will not be selling any shares in this

offering and will not receive any of the proceeds from the sale of our Class A common stock being sold by the selling stockholders.

We intend to purchase from the underwriters 835,561 shares of our Class A common stock at a price per share equal to the price per share to be paid by

the underwriters to the selling stockholders. The underwriters will not receive any compensation for the shares of our Class A common stock being repurchased

by us. The completion of the share repurchase is contingent on the satisfaction of customary closing conditions and conditioned upon the completion of this

offering.

Our Class A common stock is listed on the NYSE under the symbol “NP.” On May 8, 2026, the last reported sale price of our Class A common stock was

$29.92 per share. The public offering price will be determined between us, the selling stockholders, and the underwriters at the time of pricing and may be at a

discount to the current market price. Accordingly, the recent market price used throughout this prospectus may not be indicative of the public offering price.

Our Chief Executive Officer and Chairman of our board of directors, Trevor Burgess, beneficially owns approximately 84.0% of the voting power of our

outstanding voting securities (and approximately 84.1% of the voting power of our outstanding voting securities after giving effect to this offering and the

share repurchase) and we are, and as long as Mr. Burgess beneficially owns more than 50% of the voting power of our company, we will be, a “controlled

company” within the meaning of the listing rules of the NYSE. As a result, we qualify for, and rely on, exemptions from certain corporate governance

requirements, and you will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements. See

“Prospectus Summary — Implications of Being a Controlled Company.” We are an “emerging growth company” as defined under the federal securities laws

and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth

Company.”

Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 35 of this prospectus.

PRICE $ A SHARE


	Price to Public(1)	Underwriting Discounts and Commissions(2)	Proceeds, before expenses, to Selling Stockholders
Per Share ...................................................................................................................................................	$	$	$
Total ..........................................................................................................................................................	$	$	$

__________________

(1)The 835,561 shares of Class A common stock that we expect to purchase from the underwriters in the share repurchase will be purchased at a price per share equal to the

price per share to be paid by the underwriters to the selling stockholders.

(2)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. The underwriters will not receive any discount or commission on the

835,561 shares of our Class A common stock that we expect to repurchase from the underwriters in the share repurchase.

The selling stockholders have granted the underwriters the right to purchase up to an additional 1,253,342 shares of Class A common stock

from the selling stockholders.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed

upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on or about ,

2026.



	Joint Book-Runners

Morgan Stanley	J.P. Morgan	Goldman Sachs & Co. LLC

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TABLE OF CONTENTS


	Page
Market and Industry Data .................................................................................................................................	1
Select Defined Terms ........................................................................................................................................	2
Prospectus Summary .........................................................................................................................................	5
Risk Factors ......................................................................................................................................................	35
Special Note Regarding Forward-Looking Statements ....................................................................................	40
Use of Proceeds .................................................................................................................................................	42
Dividend Policy ................................................................................................................................................	43
Capitalization ....................................................................................................................................................	44
Certain Relationships and Related Party Transactions .....................................................................................	46
Principal and Selling Stockholders ...................................................................................................................	49
Description of Capital Stock .............................................................................................................................	52
Certain Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Our Class A Common Stock ..............................................................................................................................................................	59
Underwriting .....................................................................................................................................................	63
Legal Matters ....................................................................................................................................................	73
Experts ..............................................................................................................................................................	73
Where You Can Find Additional Information ..................................................................................................	73
Incorporation by Reference of Certain Documents	73

Unless the context requires otherwise, the words “we,” “us,” “our,” the “Company,” and “Neptune” refer to

Neptune Insurance Holdings Inc. and its subsidiaries, taken as a whole, “Neptune Holdings” refers only to Neptune

Insurance Holdings Inc., and “Neptune Flood” refers only to Neptune Flood Incorporated. For purposes of this

prospectus, unless the context otherwise requires, the term “stockholders” shall refer to the holders of our Class A

common stock and Class B common stock.

We have not, and the selling stockholders and the underwriters have not, authorized anyone to provide you with

additional information or information that is different from or to make any representations other than those

contained in this prospectus or in any free-writing prospectus prepared by or on behalf of us to which we may have

referred you in connection with this offering. We, the selling stockholders and the underwriters, take no

responsibility for, and can provide no assurances as to the reliability of, any other information that others may give

you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in

jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of

the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

Our business, financial condition, results of operations, and future growth prospects may have changed since that

date.

Through and including , 2026 (the 25th day after the date of this prospectus), U.S. federal

securities laws may require all dealers that effect transactions in our common stock, whether or not

participating in this offering, to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a

prospectus when acting as underwriters and with respect to any unsold allotments or subscriptions.

For investors outside the United States, neither we, the selling stockholders nor any of the underwriters have

done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction

where action for that purpose is required, other than in the United States. Persons who come into possession of this

prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any

restrictions as to this offering and the distribution of this prospectus and any such free-writing prospectus outside the

United States.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

“Neptune,” “Neptune Flood,” “Triton,” the Neptune stylized design logo, and our other registered or common

law trademarks, trade names, and service marks appearing in this prospectus are our property. Solely for

convenience, our trademarks, trade names, and service marks referred to in this prospectus appear without the ®, ™,

and ℠ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest

extent under applicable law, our rights to these trademarks and trade names. This prospectus contains additional

trademarks, trade names, and service marks of other companies that are the property of their respective owners.

NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS

This prospectus and the documents incorporated by reference herein contain certain financial measures,

including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted EBITDA (basic and

diluted) per share, and Adjusted earnings (basic and diluted) per share, that are not required by, or prepared in

accordance with, U.S. generally accepted accounting principles. We refer to these measures as “non-GAAP”

financial measures. See “Management’s Discussion and Analysis of Financial Condition and Results of

Operations — Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December

31, 2025 (the “Annual Report”) and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the

“Q1 Quarterly Report”), respectively, each incorporated by reference herein, for our definitions of these non-GAAP

measures, information about how and why we use these non-GAAP measures and a reconciliation of each of these

non-GAAP measures to its most directly comparable financial measure calculated in accordance with GAAP.

This prospectus and the documents incorporated by reference herein also include certain key performance

indicators, including revenue per employee, Adjusted EBITDA per employee, premium in force, policies in force,

policy retention rate, premium retention rate, revenue retention rate, organic revenue, organic revenue growth, and

written premium, that Neptune’s management regularly reviews in managing its business to evaluate its business and

operations, guide decision-making, measure progress and understand growth and retention, and ultimately help drive

profitability. Organic revenue and organic revenue growth are common non-GAAP financial measures reported by

others in the insurance industry. We use “organic revenue” and “organic revenue growth” in this prospectus to

facilitate investors’ understanding of our operating performance and comparison with our peers. However, as of the

date of this prospectus and for the relevant periods presented or incorporated by reference herein, we have not

completed any relevant acquisitions or divestitures, therefore our organic revenue and organic revenue growth

reflect our total revenue and total revenue growth, respectively, as determined in accordance with GAAP. For

definitions of these key performance indicators, see “Management’s Discussion and Analysis of Financial Condition

and Results of Operations — Key Performance Indicators” in our Annual Report and our Q1 Quarterly Report,

respectively, each incorporated by reference herein.

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MARKET AND INDUSTRY DATA

This prospectus and the documents incorporated by reference herein contain estimates and information

concerning our industry, our business, and the market for our products and solutions, including our general

expectations of our market position, market growth forecasts, our market opportunity, and size of the markets in

which we participate, that are based on industry publications, surveys, and reports that have been prepared by

independent third parties. This information involves assumptions and limitations, and you are cautioned not to give

undue weight to these estimates. Although we have not independently verified the accuracy or completeness of the

data contained in these industry publications, surveys, and reports, we believe the publications, surveys, and reports

are generally reliable, although such information is inherently subject to uncertainties and imprecision. The industry

in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those

described in the sections titled “Risk Factors” beginning on page 35 of this prospectus and in our Annual Report and

our Q1 Quarterly Report, each incorporated by reference herein. These and other factors could cause results to differ

materially from those expressed in these publications and reports.

The source of certain statistical data, estimates, and forecasts contained in this prospectus are the following

industry publications or reports that have been prepared by independent third parties:

•Federal Emergency Management Agency, “FEMA Exercises Borrowing Authority for National Flood

Insurance Program,” February 10, 2025 (accessed on May 25, 2025);

•National Association of Insurance Commissioners, Tableau dashboard (accessed on May 25, 2025);

•Congressional Budget Office, “Federal Spending for Flood Adaptations,” September 30, 2024 (accessed on

May 25, 2025);

•First Street ®, “First Street Foundation releases new data disclosing the flood risk of every home in the

contiguous U.S.,” June 29, 2020 (accessed on May 25, 2025);

•Federal Emergency Management Agency, OpenFEMA Dataset: FEMA NFIP Redacted Policies — v2

(accessed on May 25, 2025);

•U.S. Government Accountability Office, “Flood Insurance: FEMA’s New Rate-Setting Methodology

Improves Actuarial Soundness but Highlights Need for Broader Program Reform,” July 31, 2023 (accessed

on May 25, 2025);

•Federal Emergency Management Agency, “National Flood Insurance Program Continues to Pay Interest on

its Treasury Debt,” October 24, 2023 (accessed on May 25, 2025);

•Federal Emergency Management Agency, Risk Rating 2.0 (accessed on May 25, 2025);

•California Department of Insurance, “Earthquake Premium and Policy Count Data Call, Summary of 2023

Residential Totals” (accessed on May 25, 2025);

•United States Census Bureau, QuickFacts: California (accessed on May 25, 2025); and

•United States Government Accountability Office, “Better Planning and Analysis Needed to Address

Current and Future Flood Hazards,” October 2021 (accessed on May 25, 2025).

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SELECT DEFINED TERMS

“2019 Stock Plan” means the stock plan adopted by Neptune Flood on April 23, 2019, and approved by the

stockholders of Neptune Flood on April 24, 2019.

“2025 Amended and Restated Credit Agreement” means the Amended and Restated Credit Agreement, dated

as of April 10, 2025, by and among Neptune Holdings, Neptune Flood, the other loan parties party thereto from time

to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent.

“2025 Equity Incentive Plan” means our 2025 Equity Incentive Plan, which was adopted by our board of

directors on September 19, 2025, and approved by our stockholders on September 21, 2025, and which became

effective on September 29, 2025.

“AGI” means artificial general intelligence, which refers to the hypothetical ability of an intelligent computer to

understand or learn any intellectual task that a human being can. AGI is a theoretical stage in AI development that

has likely not yet been achieved.

“AI” means artificial intelligence. As discussed herein, the term “AI” refers to the broad discipline concerned

with developing systems capable of performing tasks that traditionally require human intelligence (including, but not

limited to, natural language understanding, pattern recognition, complex problem-solving, and decision-making)

while “machine learning” refers to a subset of AI that concentrates on enabling computers to learn from data and

enhance their performance over time without explicit programming for each specific task. In other words, AI

represents the overarching field dedicated to the development of intelligent systems, while machine learning

constitutes one of the primary methodologies for realizing this objective. The Company’s Triton and Poseidon

platforms each utilize “machine learning” models to conduct predictive analysis on prospective underwriting results

and generate pricing and coverage determinations. As we continue to advance and refine our Triton and Poseidon

systems, we intend to continue to leverage both AI and machine learning. See also “ML.”

“amended and restated bylaws” means our second amended and restated bylaws, effective as of October 2,

2025.

“amended and restated certificate of incorporation” means our second amended and restated certificate of

incorporation, filed with the Secretary of State of the State of Delaware on October 2, 2025, and effective as of

October 2, 2025.

“Amended and Restated 2019 Stock Plan” means the 2019 Stock Plan, as amended and restated on each of

May 8, 2023, and November 10, 2023.

“Amended and Restated 2025 Stock Plan” means the Amended and Restated 2019 Stock Plan, as assumed by

Neptune Holdings and amended and restated as of April 10, 2025.

“Annual Report” means our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed

with the SEC on February 26, 2026.

“API” means application programming interface.

“Bregal Sagemount” means Bregal Sagemount Management, L.P.

“BSIV 101” means BSIV Hold 101, LP.

“BSIV 102” means BSIV Hold 102, LP.

“CAGR” means compound annual growth rate.

“capacity provider” means an insurance carrier or reinsurance company that partners with a managing general

agent to underwrite, manage, and take insurance risk related to insurance policies.

“Charles River Data” means Charles River Data LLC.

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“Code” refers to the Internal Revenue Code of 1986, as amended.

“Congress” means the United States Congress.

“DGCL” means the Delaware General Corporation Law.

“Effective Time” means the time of effectiveness of the filing of our amended and restated certificate of

incorporation with the Secretary of State of the State of Delaware in connection with the IPO.

“EGC” means an emerging growth company, as defined in the JOBS Act.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FDPA” means the Flood Disaster Protection Act of 1973.

“FEMA” means the Federal Emergency Management Agency.

“FINRA” means the Financial Industry Regulatory Authority.

“fiscal year” means the fiscal year ended December 31, and references throughout this prospectus to a given

fiscal year are to the twelve months ended on that date.

“FTV VII” means FTV VII, L.P.

“FTV Capital” means FTV Management Company, L.P. and/or its affiliates (including its investment vehicles).

“FTV-NE Aggregator” means FTV-NE Aggregator, LLC.

“GAAP” means U.S. generally accepted accounting principles.

“Growth VII-Centre” means Growth VII-Centre, L.P.

“insurance carrier” means a company that issues, underwrites, manages, and takes economic risk related to

insurance policies.

“insurance program” means a structured arrangement with one or more insurance carriers designed to offer

specific types of insurance coverage.

“IPO” means the initial public offering of our Class A common stock, which the Company completed on

October 2, 2025.

“IRS” means the United States Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Jumpstart” means Jumpstart Insurance Solutions.

“KPI” means a key performance indicator.

“MGA” means a managing general agent.

“ML” means machine learning, which is a subset of AI that concentrates on enabling computers to learn from

data and enhance their performance over time without explicit programming for each specific task. Machine learning

algorithms employ statistical models and computational techniques to analyze data, discern patterns, and generate

predictions or decisions. The principal objective of machine learning is to construct systems that can autonomously

improve through experience, thereby facilitating accurate predictions or decisions when presented with new data.

The Company’s Triton and Poseidon platforms each utilize “machine learning” models to conduct predictive

analysis on prospective underwriting results and generate pricing and coverage determinations. See also “AI”.

“NAIC” means the National Association of Insurance Commissioners.

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“NFIP” means the National Flood Insurance Program.

“NYSE” means the New York Stock Exchange.

“policyholder” means the individual owner or named insured listed on an issued policy.

“Poseidon” means Neptune’s proprietary policy management platform.

“Proxy Statement” means our definitive proxy statement on Schedule 14A filed with the SEC on April 17,

2026.

“Q1 Quarterly Report” means our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed

with the SEC on April 29, 2026.

“reinsurance company” or “reinsurer” means a company that provides coverage to an insurance company

through a reinsurance agreement. The reinsurer agrees to cover certain losses incurred by the insurer in exchange for

reinsurance premiums, while the insurer continues to issue policies to policyholders.

“SEC” means the United States Securities and Exchange Commission.

“SFHA” means Special Flood Hazard Area, as designated by FEMA.

“U.S. Treasury” means the United States Department of the Treasury.

“Triton” means Neptune’s proprietary underwriting engine.

“Voting Threshold Date” means the first date falling after 11:59 p.m. (Eastern Time) on the date on which the

outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our

then-outstanding Class A common stock and Class B common stock entitled to vote generally in the election of

directors.

“whole board of directors” means the total number of authorized directors on the board of directors of the

Company, whether or not there exist any vacancies in previously authorized directorships.

“written loss ratio” means a ratio, expressed as a percentage, of, (i) for any given period of time, (1) the losses

actually incurred (or expected to be incurred) for observed events during that period on all policies written during

that period, to (2) the aggregate amount of premiums written on policies that became effective during that period or,

(ii) for any given catastrophic event (1) the losses incurred (or expected to be incurred) in connection with that

event, to (2) the aggregate amount of premiums written on policies in force as of the event date.

“written premium” means the total premium we placed with insurance programs during a reporting period, less

“return premiums” refunded to policyholders due to cancellations, endorsement of policies, or otherwise.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This

summary is not complete and does not contain all of the information you should consider in making your investment

decision. You should carefully read this entire prospectus and the information incorporated by reference herein,

including any free writing prospectus prepared by us or on our behalf, including the sections entitled “Risk

Factors” and “Forward-Looking Statements” included elsewhere in this prospectus and “Risk Factors,”

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited

consolidated financial statements and related notes thereto in the Annual Report incorporated by reference herein,

and our unaudited interim consolidated financial statements and related notes thereto in the Q1 Quarterly Report

incorporated by reference herein, before making an investment decision. Some of the statements in this prospectus

are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Our Mission

Our mission is to create a smarter, more resilient insurance platform powered by AI, data science, and

technology, enabling insurers to deploy capacity with confidence and delivering instant access to coverage for

policyholders and agents.

Company Overview

Neptune is a leading, high-growth, highly profitable, data-driven managing general agent that is revolutionizing

the way homeowners and businesses protect against the growing risks of flooding. We offer a range of easy-to-

purchase residential and commercial insurance products — including primary flood insurance, excess flood

insurance, and parametric earthquake insurance — distributed through a nationwide network of agencies. Neptune

does not take any balance sheet insurance risk or have claims handling responsibility relating to the policies we sell.

We underwrite and administer the issuance of insurance policies on behalf of a diverse panel of insurance and

reinsurance companies, whom we refer to as capacity providers, that manage both this risk and the associated claims

handling. From day one, we have built our business on a foundation of advanced data science and AI, leveraging

proprietary ML algorithms, which has led to superior underwriting results, outsized growth, recurring revenue, and

robust margins, including delivering a lifetime written loss ratio of just 24.7% to our capacity providers from our

inception through June 30, 2025. In addition, for the year ended December 31, 2025, we achieved 33.7% organic

revenue growth, 23.4% net income margin, and 59.5% Adjusted EBITDA margin, and for the three months ended

March 31, 2026, we achieved 28.8% organic revenue growth, 19.4% net income margin and 57.1% Adjusted

EBITDA margin.

Neptune was founded to solve the inefficiencies and poor product-market fit we saw in the traditional flood

insurance market, which we believe represents a significant and underpenetrated opportunity. According to the

American Housing Survey and the Energy Information Administration, there are over 100 million residential and

commercial buildings in the U.S., many of which face flood risk, yet only a small fraction are covered by flood

insurance. Today, the largest provider of flood insurance in the United States — and the holder of the majority

market share — is the National Flood Insurance Program, a U.S. government-run entity and our main competitor.

We believe purchasing insurance from the NFIP is relatively burdensome and time-consuming for policyholders and

agents, and that its limited product offerings often fail to meet policyholder needs. In addition, the NFIP has

historically received substantial government subsidies that have enabled it to limit premiums to rates that have been

challenging for private flood insurance providers to compete with, a dynamic that is shifting with the NFIP’s 2021

introduction of its “Risk Rating 2.0” pricing model, discussed in more detail below. Private market participation has

also historically been constrained by regulatory barriers, a lack of innovation expertise, and limited access to

sufficient claims and performance data to optimize pricing and underwriting decisions. We believe that Neptune’s

position as the first scaled private flood platform, including the years of claims and performance data we have

generated through our operations, provides a key early-mover advantage in addressing all of these challenges and

disrupting the industry.

With Neptune’s use of AI, our technology platform, and our data-driven approach, we believe we have

delivered the promise of disrupting the insurance industry. Not only have our innovation efforts delivered vastly

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improved policyholder and agent experiences through the ease-of-use of our proprietary underwriting (Triton) and

policy management (Poseidon) platforms, we have also demonstrated superior risk selection and underwriting

through our top-tier financial performance and sustained growth. Utilizing AI and ML algorithms with no human

underwriters, Neptune has redefined how flood insurance can be underwritten, creating value for policyholders and

agents while producing consistent, long-term positive returns for our insurance and reinsurance partners. Further, as

the NFIP moves away from its historical subsidized pricing model, we believe our Triton platform, backed by years

of proprietary data derived from our business operations, positions us to optimize pricing determinations and

compete for existing NFIP policyholders in a way that would be challenging for a new entrant to replicate until it is

able to generate, or otherwise gain access to, comparable claims and performance data.

Technology and data science are the foundation of Neptune’s business model, driving our three core pillars:

•Our Underwriting Engine: Our entirely digital underwriting engine, Triton, uses advanced technology,

including proprietary AI and ML models, without any human underwriters, to assess risk with speed and

precision. Powered by predictive analytics and loss estimation, Triton has enabled Neptune’s policies to

consistently outperform the NFIP in written loss ratio despite 21 landfall hurricanes — including 4 of the

10 largest flood events in U.S. history — taking place since Neptune’s founding.

•Our Risk Relationships: Our risk relationships are built on performance and trust, and we currently have

42 capacity providers, including 34 reinsurance providers, backing 8 distinct insurance programs to help

minimize concentration risk while delivering consistent returns. In turn, the accuracy of our risk assessment

and our precision pricing have delivered hundreds of millions of dollars of underwriting profit for our

capacity providers since inception, leading to high rates of capacity renewals and increases in committed

capacity.

•Our Distribution: Our distribution strategy is primarily focused on deep partnerships across agencies

with tens of thousands of agents who benefit from the ease-of-use of our automated underwriting platform,

seamless API integrations, instantaneous bindable quotes and proprietary Agent Portal built with an AI-

powered sales enablement and education platform. We believe this is a meaningful departure from industry

norms and makes our approach to distribution attractive to the agents with whom we work.

The three pillars above interlock, creating a powerful and reinforcing loop. Unlike traditional insurance

underwriting that historically relied on humans, static models, and infrequent adjustments, we leverage an iterative

approach that allows us to consistently and rapidly integrate new data and models into our underwriting engine,

thereby refining our processes and adapting to evolving market and environmental conditions. As our models

constantly evolve and improve, they are able to deliver superior results that minimize losses for our capacity

providers, which in turn grant us additional underwriting capacity. With more capacity available, we can offer

coverages our policyholders want, enhancing the ability for our agency partners to easily sell policies while

expanding our distribution and reach. The resulting increase in quoted and bound policies provides us with access to

more data, enhancing the predictive capabilities of our underlying models.

We operate as an MGA, with a highly profitable, recurring, fee-based revenue model derived from two primary

sources: commissions paid by capacity providers, and fees paid by policyholders. Commissions are calculated as a

negotiated percentage of premium for each policy. As of March 31, 2026, our average commission rates have

increased by 4.7% since 2018, as capacity providers continue to recognize our superior underwriting performance.

Given our high retention rates to date, we believe that we have a high degree of visibility into our future revenue

streams. For example, for the three-month period ended March 31, 2026, our eligible policy and premium retention

rates at renewal were 86.2% and 92.9%, respectively. The difference between policy and premium retention rates

reflects increases to the rates charged to renewing policyholders.

As of December 31, 2018, the end of our first full year of operations, we had $4.4 million of premium in force

with one insurance program. As of March 31, 2026, we have achieved remarkable growth. Since 2018, our premium

in force has increased at a CAGR of 88.3% to $370.2 million as of December 31, 2025, and $388.7 million as of

March 31, 2026. For the year ended December 31, 2025, we generated $159.6 million in revenue, $37.4 million in

net income, and $95.0 million in Adjusted EBITDA, which translates to $2.8 million in revenue per employee and

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$1.6 million in Adjusted EBITDA per employee, a 23.4% net income margin and a 59.5% Adjusted EBITDA

margin. In addition, for the three months ended March 31, 2026, we generated $37.8 million in revenue, $7.3 million

in net income, and $21.6 million in Adjusted EBITDA, which translates to a 19.4% net income margin and a 57.1%

Adjusted EBITDA margin. For the twelve months ended March 31, 2026, we generated $168.0 million in revenue,

$34.8 million in net income, and $99.5 million in Adjusted EBITDA, which translates to $2.8 million in revenue per

employee and $1.7 million in Adjusted EBITDA per employee, a 20.7% net income margin and a 59.2% Adjusted

EBITDA margin. Our Adjusted EBITDA margin has consistently exceeded 54.0% over the past four years, thanks

to the operational leverage inherent in our technology-first business model. Notably, our organic revenue for the

year ended December 31, 2025, increased by $40.3 million, or 33.7%, year-over-year. For the year ended

December 31, 2025, we also generated net cash provided by operating activities of $51.7 million. As of March 31,

2026, we had negative book value per share due to our history of paying dividends to our stockholders, which have

been financed through a combination of debt and redeemable, convertible preferred stock financings, and cash flows

generated from our business operations. Since inception, we have made dividend payments to our stockholders

totaling approximately $605.0 million.

Organic Revenue

($MM)


YoY Organic Revenue Growth %	63%	37%	41%	34%	32%


YoY Premium in Force Growth %	61%	41%	36%	33%	32%

Net Income

($MM)

Premium in Force

($MM)

Adjusted EBITDA

($MM)


Net Income Margin %
34%	29%	21%	29%	23%	21%


Adjusted EBITDA Margin %
50%	55%	57%	60%	60%	59%

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Our Technology and AI

We built Neptune as an AI-native, API-first platform from the ground up with machine learning models that

underpin pricing, underwriting, portfolio management, and distribution across what we believe is the largest private

flood dataset in the United States. Approximately 40% of our employees are engineers or data scientists and by

design, our entire infrastructure was built to evolve. We believe AI is a tailwind for us – our workflows are natively

digital; we do not have manual underwriters to replace; and we are not burdened by legacy technology systems.

Additionally, our continued focus on automation, model enhancements, and platform scalability using the latest

tools continues to deliver measurable performance improvements and productivity gains. Our 12-month revenue per

employee increased 17.3% to $2.8 million and Adjusted EBITDA per employee increased 14.8% to $1.7 million.

Our flexible platform supports the scalability and reach of our business. The faster, easier, and more

comprehensive flood product we are able to offer to agents and customers, the more volume we see and the stronger

our dataset gets. Over years, we have assembled proprietary flood risk data, behavioral retention data, claims

performance insights, and real-time transaction signals that we believe no competitors can replicate by just adopting

a large language model. We believe the data at our scale in our domain is a structural barrier to entry and we believe

the moat widens over time.

Our Unique, Data-Driven Approach

Data science is our guiding principle, driving innovation that we believe enables us to deliver fast and accurate

insurance solutions that are policyholder-centric, more efficient for our agents, and that deliver consistent

underwriting profits for our capacity providers.

Our internally-developed and proprietary technology platforms include Triton, our underwriting engine, and

Poseidon, our policy management system, which are closely integrated and easy to use. The key features of our data

science approach that underpin our platforms include:

•Precise Pricing Models: Our models leverage advanced ML and data analysis to evaluate flood risks at

the individual property level. By incorporating real-time data, including from geospatial mapping as well as

predictive analytics, we deliver competitive, risk-adjusted pricing that reflects the unique risk of each

property. The precision of this data-driven approach empowers us to offer instant underwriting decisions

and bindable quotes at scale, with a level of intention and sophistication in our risk selection that we believe

sets us apart in the industry and that results in a high degree of predictability in our business outcomes.

•Automation and Efficiency: We operate with the mantra of “automating everything.” We constantly

focus on reducing manual processes across our operations and enabling our team to concentrate on more

complex and high-value tasks.

•Scalability: Our emphasis on automation in our technology infrastructure allows us to process tens of

thousands of quotes daily, providing the scale necessary for rapid growth and market expansion without a

proportional increase in headcount. The elevated volume we experienced during the federal government

shutdown in October and November 2025 highlighted the best-in-class, fully digital nature of our platform.

Increased activity drove strong growth in sign-ups, quotes, and bound policies, all while performance,

reliability, and service levels remained constant.

•Agility: Our platform has demonstrated a great degree of flexibility, seamlessly incorporating new perils

and geographies over time in response to the evolving needs of policyholders and agency partners, and with

minimal incremental costs.

•Ease of Use: Our platforms are designed with a focus on simplicity and accessibility. Agents and

policyholders can obtain quotes, purchase policies, and manage policyholder coverage in just minutes

through our streamlined online interface. In many cases, the creation of a Neptune quote is automatic and

instantaneous for agents via our API, allowing seamless cross-sell opportunities alongside standard home

and business insurance quotes. We believe this ease of use and quote-to-issue process differentiates

Neptune from traditional insurance providers and has been a key driver of our success.

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Triton and Poseidon were built entirely in-house by our Neptune Engineering Group. These platforms are

in-house Neptune Data Science Group and are generated from data collected through the operation of our business,

including quote requests, the policies we have bound, and the losses incurred on the policies we have sold. Triton

processes over 20,000 quotes on a typical day. As of March 31, 2026, Triton has provided approximately 34.4

million quotes, underwritten 13.3 million properties, and bound 1.4 million policies across the U.S. since inception,

providing Neptune with what we believe is the largest flood insurance sales and claims database outside of the

NFIP.

Our systems continually update and constantly learn and improve from the expansive datasets generated by our

daily operations, helping us stay ahead of the curve in understanding flood risk. In March 2026, we released the

570th product version of our underwriting model, demonstrating our commitment to continued improvements.

From a risk selection perspective, we believe our focus on data science has allowed us to provide a more

accurate estimate of likelihood of loss across our portfolio compared to the industry. This has allowed us to deliver

superior written loss ratios for our capacity providers. Despite navigating some of the largest flood disasters in

U.S. history, our Triton underwriting platform has delivered a lifetime written loss ratio of just 24.7% from our

inception through June 30, 2025. For example, in 2024, Hurricane Helene devastated parts of Florida and North

Carolina as the fourth most expensive flooding event in NFIP history. The written loss ratio on that storm for

policies sold by Neptune was 17.0% while the NFIP produced a written loss ratio of 169.6%. At the time of the

storm, we had approximately 74,000 policies in force in the affected states of Florida, North Carolina, and

Tennessee.

In 2024, we also implemented an ML-driven renewal optimization model, which has had a measurable impact

on policy retention rates. This model enabled more precise identification of policyholders at risk of non-renewal and

allowed for targeted engagement strategies, driving an increase in policy retention from 85.7% for the three months

ended March 31, 2025, to 86.2% for the three months ended March 31, 2026.

As our business grows, this strong retention rate has resulted in an increasing share of our portfolio consisting of

tenured policyholders. As of March 31, 2026, 68.5% of our premium in force was associated with policies in a

renewal term, and these policies accounted for 64.3% of our policies in force.

Our Industry

Our Market Opportunity

We operate in the large and growing flood insurance market. According to FEMA, flooding is the most

common and costly natural disaster in the U.S., causing damages that exceed $40 billion annually according to the

Congressional Budget Office, and is expected to continue to grow with progressing climate change. Despite the

growing risk, flood insurance penetration remains low.

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In the U.S., there are more than 100 million residential and commercial buildings, and we believe more of these

buildings are likely to be at risk of flooding than is currently identified by FEMA. According to First Street’s First

National Flood Risk Assessment, in 2020 there were approximately 22 million buildings at risk of flooding and over

14 million buildings at risk of substantial flooding over the following 30 years. However, only approximately

9 million buildings are identified by FEMA as being within Special Flood Hazard Areas — regions with 1% or

higher annual probability of flooding. Properties in SFHAs with federally backed mortgages are required by the

FDPA and related regulations to have flood insurance. Yet FEMA has noted that flood maps that underlie the SFHA

designations are outdated and require extensive updates, as they do not currently take into account key types of

precipitation. This was highlighted during Hurricane Harvey (2017) when, despite lower flood insurance penetration

rates than in SFHAs, 68% of reported claims in Harris County were outside SFHAs according to Harris County

Flood Control District.

Outside SFHAs, we estimate that flood insurance uptake in general is inadequate, with only approximately 2%

of properties being covered by flood insurance, representing vast underinsurance and what we believe is a

significant and untapped addressable market for our products. Even in high-risk states such as Florida, Texas, and

Louisiana, combined residential penetration is below 13% according to NFIP Residential Penetration Rates as of

January 2, 2025. We believe this gap in flood insurance coverage, together with the limited designation of SFHAs,

creates significant financial vulnerabilities for millions of American home and business owners and lenders and

presents a substantial opportunity for innovative private-sector insurance solutions like Neptune.

NFIP Challenges and Developments

Historically, the flood insurance market offered limited options, as regulated lending institutions were required

to accept only policies underwritten by the NFIP to satisfy mortgage requirements. In 2012, however, Congress

passed the Biggert-Waters Flood Insurance Reform Act of 2012, mandating that lenders also accept private flood

insurance policies if written on an NFIP-equivalent form. Despite this regulatory opening, to date, the NFIP has

continued to dominate the market, as private insurers have lacked the expertise, innovation, and access to historical

claims data necessary to profitably underwrite flood risk. In addition, the NFIP historically received substantial

government subsidies that enabled it to limit premiums to rates that were challenging for private flood insurance

providers to compete with, a dynamic that is shifting with the NFIP’s introduction of “Risk Rating 2.0,” discussed in

more detail below.

As of December 31, 2025, the NFIP insured approximately 3.6 million properties and collected approximately

$5.5 billion in total policy cost, with an average annual policy cost of $1,548 per policy, according to FEMA. We

believe the NFIP falls short in meeting the evolving needs of homeowners and businesses. For decades, its policies

have provided low coverage limits that often fail to address the true costs of rebuilding. Moreover, the process of

purchasing NFIP coverage can be slow and cumbersome for both policyholders and agents, in contrast to the

instantaneous and accessible Neptune quote-to-issue process.

Operational and financial challenges have also persisted throughout the NFIP’s history. We believe these issues

stem from its subsidized and rudimentary pricing methodology, which has frequently failed to accurately reflect the

underlying risk of policies. As a result, the NFIP has accumulated substantial financial losses, currently owing

$22.525 billion to the U.S. Treasury and accruing approximately $2 million in daily interest, according to FEMA

and the Congressional Research Service.

In 2021, the NFIP launched Risk Rating 2.0, a new pricing methodology aimed at better aligning premiums

with the risk profile of a given property. Under Risk Rating 2.0, most policyholders will experience annual rate

increases of up to 18%, the maximum allowed under congressional caps, until their premiums reach full risk-based

levels. The U.S. Government Accountability Office estimates that approximately $27 billion in additional subsidies

will be required for the NFIP portfolio between 2022 and 2037 due to these price caps. While this subsidized pricing

model historically allowed the NFIP to price policies at rates that limited our ability to compete for those policies, as

subsidies phase out under Risk Rating 2.0, we expect the gap between NFIP rates and actual risk costs to narrow,

positioning Neptune to offer more affordable coverage to approximately 50-60% of current NFIP policyholders,

representing approximately 50-70% of the NFIP’s premium base.

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We believe the NFIP’s legacy pricing model, cumbersome processes, and limited coverage have created

significant market dislocation and inefficiencies, resulting in a compelling opportunity for private flood insurers like

Neptune to capture market share.

Industry Tailwinds

We believe there are several additional structural shifts that will continue to drive opportunities in the flood

insurance market broadly and for private providers such as Neptune, including:

•Increased Demand Driven by Growing Natural Disaster and Flood Damage: As climate change

intensifies, areas with low perceived flood risk today (e.g., non-coastal regions) could face increased

frequency and intensity of flooding due to additional rainfalls and storms. As climate change continues to

intensify, associated with increasing severity of storms and resulting losses, we expect the demand for flood

insurance to increase. Additionally, more areas with severe inland flooding could be designated as

mandatory flood insurance zones for policyholders with federally-backed mortgages.

•Underlying Housing Market Backdrop: The housing market significantly influences property and flood

insurance sales, as a substantial portion of policies are purchased during home acquisitions or refinancings.

If housing market activity were to increase, a revitalized housing market would likely also stimulate growth

in the property and flood insurance sector, presenting opportunities for insurers to expand their

policyholder base and enhance market share. At the same time, with housing prices increasing above the

rate of inflation, the NFIP coverage limit of $250,000 — which was first implemented in 1994 and has

remained static since — grows more outdated each year, prompting policyholders to look to the private

market for excess or replacement coverage. We believe that Neptune, with its advanced technology,

policyholder and agent-first approach, coverage limit of over $7,000,000 for residential properties, and

innovative products, can be at the forefront of capitalizing on this potential growth, were it to materialize,

and closing the insurance gap.

Our Business Model

Our team’s energy is focused, every day, on advancing the three pillars of our business: underwriting, risk

relationships, and distribution.

Underwriting

Our automated underwriting engine, Triton, is at the core of everything we do. Our use of the latest ML

technology, advanced data science, AI, and behavioral economics allows us to execute key underwriting

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tasks — including risk selection, accurate risk pricing, aggregation management, and carrier assignment — in less

than two seconds. This combination of speed and precision provides robust scalability and enables us to process high

volumes of quotes and policies efficiently while maintaining industry-leading performance. We have no human

underwriters and 100% of our underwriting is performed instantaneously by our Triton engine.

__________________

(1)We had approximately 27,021 policies in force in states with flood insurance claims related to Hurricane Ida.

(2)We had approximately 51,562 policies in force in states with flood insurance claims related to Hurricane Ian.

(3)We had approximately 102,426 policies in force in states with flood insurance claims related to Hurricane Helene.

(4)We had approximately 80,266 policies in force in states with flood insurance claims related to Hurricane Milton.

Our underwriting engine has delivered positive results, including a lifetime written loss ratio of just 24.7% from

our inception through June 30, 2025. This performance has spanned some of the largest flooding disasters in

U.S. history — including four of the ten largest flooding events in U.S. history, as measured by NFIP insured loss:

Hurricane Ida (2021), Hurricane Ian (2022), Hurricane Helene (2024), and Hurricane Milton (2024). By contrast,

from 2018 to 2024, the NFIP has delivered an 86% written loss ratio according to FEMA and the U.S. property and

casualty industry in general has seen an average written loss ratio of 54% according to NAIC statutory data.

Our underwriting philosophy is generally built around three fundamental principles:

•Risk Selection: Our approach to risk selection is driven by data science and informed by what we believe

is the most comprehensive claims dataset in the private flood insurance market, generated predominantly

from our operations to date. With over a quarter billion dollars in paid claims across our portfolio since

inception, and our extensive analysis of industry claims and performance data, we have developed deep

insights into identifying and managing properties with the highest probability of flood losses.

We believe we can evaluate property-specific risks with exceptional accuracy. Our proprietary models

identify the characteristics and factors most likely to contribute to large-scale losses, allowing us to focus

on selecting risks that align with the risk tolerances of our capacity providers. This granular approach helps

us avoid adverse selection and has allowed us to deliver consistent, positive underwriting results. It has also

allowed us to provide quotes for 95% of all submissions, optimizing the identification of properties with the

highest probability of flood losses.

Through ongoing analysis of claims data and continuous refinement of our underwriting models, we ensure

that our risk selection process remains sophisticated and nimble. By focusing on selecting the right risks,

we aim to deliver value to both our capacity providers and our policyholders while maintaining a

sustainable and profitable portfolio.

•Pricing: Our pricing is a sophisticated, data-driven process that incorporates advanced ML and

behavioral economics to ensure accuracy and market competitiveness. Rather than relying on static or

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simplistic pricing models, we use a proprietary technology-driven framework to evaluate the unique

characteristics of each property and its risk profile. Our pricing methodology is informed by a combination

of flood risk data, customer behavior, and market dynamics. Behavioral economics plays a crucial role in

determining how customers perceive and value coverage, and incorporating customer behavioral factors

into our methodology enables us to tailor pricing to increase adoption while maintaining underwriting

integrity. By understanding not only the risk, but also the behavior of customers, we believe we can

optimize premium structures to drive growth and retention.

Unlike traditional insurance underwriting, our pricing does not depend on manual adjustments or broad risk

groupings. Instead, it is dynamically informed by hundreds of data points to assess factors such as property

characteristics, geographic exposure, and historical loss data. This property-specific, data-first approach

allows us to quickly offer fair and competitive pricing while aligning with the risk tolerance of our capacity

providers and continuously improving the accuracy of our Triton underwriting system.

•Aggregation Management (Disaggregation): Our approach to aggregation management is a key

differentiator that sets us apart from industry norms. Traditional underwriting and risk assessment methods

often rely on generalized risk aggregation based on administrative boundaries, such as states or counties,

which serve as crude proxies for exposure to catastrophic events. In contrast, we have developed a patented

technology that enables us to manage maximum loss scenarios at the individual property level through an

analysis that uses radial circles to assess policy concentration in any given area in real time. This advanced

methodology, which we refer to as “disaggregation,” allows us to optimize risk exposure in real time and

align each policy with the specific risk appetite of our capacity providers.

By moving beyond man-made legacy geographic boundaries, we can more effectively distribute exposure

to minimize concentration risk while focusing on the actual drivers of loss, such as property-specific

vulnerability to flood. This precision also allows us to confidently underwrite in high-cost insurance

markets, including hurricane-prone areas, while continuously informing and refining our pricing models to

remain both responsive and data-driven.

Our disaggregation framework also leverages real-time data to adjust exposure dynamically as policies are

written. This sophisticated approach enables us to manage risk with precision, which we believe maintains our

capacity providers’ confidence in our ability to deliver consistent, positive underwriting performance. Through our

patented technology and innovative methodology, we not only provide accurate risk management for our capacity

providers but also ensure long-term scalability and sustainability for our business.

Risk Relationships

Neptune does not take any balance sheet insurance risk or have claims handling responsibility relating to the

policies we sell. We currently contract with 8 distinct insurance programs, which are supported by 34 reinsurance

providers, all of whom collectively provide underwriting capacity for the policies we sell. We refer to this panel of

global insurers and reinsurers as our “capacity providers,” who bear all of the balance sheet insurance risk associated

with our underwriting. Although we do not directly contract with the reinsurance providers who support our

insurance programs, we engage and cultivate relationships with them, and believe that the superior written loss ratios

and underwriting results we are able to deliver on the policies we sell incentivizes these reinsurance providers to

provide underwriting capacity in support of our insurance programs.

Over the past 8 years, we have built and expanded a panel of 42 capacity providers, including some of the

largest insurance and reinsurance companies in the world. The strength and reputation of our capacity providers

underscores the market’s confidence in our ability to deliver consistent results and manage risk effectively. Our

insurance carriers are high-quality international insurers with A.M. Best ratings of A- or higher and our 34

reinsurance providers, supporting 8 distinct insurance programs, diversify our risk across both program structures

and ultimate risk takers. As of March 31, 2026, our largest capacity provider accounted for 15.3% of our dollar-one

premium risk. In addition, all of our insurance programs are eligible to write policies in all 50 states and Washington

D.C. This approach mitigates concentration risk on both a financial and geographic basis, provides stability for both

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our business and our capacity providers, and ensures our portfolios remain resilient with access to ample future

capacity to continue to grow our business.

In the twelve months ended March 31, 2026, we doubled the number of capacity providers on our panel,

growing reinsurance panels on existing programs, and adding two new programs. Included in this growth was a new

relationship with Palomar, through which Neptune became Palomar’s exclusive MGA for flood insurance.

The relationships we have cultivated with our capacity providers are built on transparency, trust, and our

unwavering commitment to delivering value. A key driver of our success is the availability of detailed data and

insights, paired with our ability to deliver results with speed and efficiency. We provide real-time access to

performance metrics, maintain an open and continuous dialogue with our capacity providers, and consistently

exceed expectations with profitable underwriting results.

We have also delivered consistent and substantial premium growth for our capacity providers and our proven

performance has been instrumental in driving partner confidence and growth and engagement with additional

reinsurers who may wish to provide underwriting capacity for our insurance programs. Through the exceptional

written loss ratios experienced by our capacity providers on policies sold by Neptune, driven by the dynamic, risk-

adjusted pricing and coverage decisions made by our Triton platform, we have been able to deliver superior returns,

even through some of the largest flooding events in U.S. history. As a result, we have delivered hundreds of millions

of dollars of underwriting profits for our capacity providers since inception and have delivered underwriting

profitability to every capacity provider in every contract year. These outcomes are a testament to our platform

capabilities and our success has led to an increase in the average commission paid to us by our capacity providers of

4.7% between 2018 and March 31, 2026.

These results, combined with our ability to provide actionable insights, have attracted new capacity providers

and strengthened relationships with existing ones. Our proven underwriting results have also generated meaningful

goodwill with our existing capacity providers, allowing us to enhance and develop our product offerings efficiently

to respond to agent and policyholder needs.

The following information showcases the expanding nature of our capacity relationships since inception.

Premium in Force by Program

($MM, colors represent each of the

respective insurance programs)

Capacity Providers

(#)

Programs

(#)

Distribution

Our distribution strategy is built to maximize market reach and provide seamless access to our innovative flood

insurance products with diversification across distribution partnerships. Leveraging a hybrid distribution model, we

utilize strong agency partnerships across the insurance industry and complement those with direct-to-customer sales

to drive efficiency, reach, and scale. Our platform is natively built in digital workflows, allowing us to seamlessly

respond to evolving consumer purchasing behaviors.

Agent and Broker Partnerships: The cornerstone of our distribution network is our deep relationships with

insurance agents and brokers. As of March 31, 2026, 96.8% of our policies in force are driven by these partnerships,

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which include more than 25,000 unique agency codes that have bound a policy through Neptune and over 114,000

unique agency codes that have run a quote through our Triton platform.

Since inception, we have been able to grow our distribution network tremendously and uninterruptedly. As of

March 31, 2026, 25,098 cumulative agency codes have bound a policy with Neptune, an increase of 23.5% from

19,191 as of March 31, 2025.

Unique Agency Codes with Policy Bind

(thousands)


2018	2019		2020		2021		2022		2023		2024		2025

Annual Growth:		332%		118%		70%		35%		26%		26%		30%

More recently, we have moved from tracking agency codes to tracking individual users. With over 45,000

active users, we believe we have greater visibility into agent-level behavior, enabling more targeted outreach, better

enablement, and a clearer picture of where production opportunities exist.

We believe that Neptune delivers significant value to agents through a combination of ease of use, a superior

product-market fit, high availability — made possible by our quoting of 95% of all submissions — and our ability to

deepen agents’ relationships with policyholders. Historically, agents have had to undergo NFIP training and engage

in the cumbersome NFIP quoting process to sell flood insurance policies. With Neptune, agents can leverage our

user-friendly Agent Portal to quickly enter customer data and receive instantaneous quotes, which they can relay in

real-time, thereby democratizing the sale of flood insurance. To further enhance the agent experience, we have

developed deep technology integrations with many of our agency partners through API links directly into their

quoting systems, allowing them to quickly quote and bind flood policies alongside homeowner policies and provide

comprehensive solutions for their customers. In addition, our Agent Portal provides our agents with up to date, data-

driven insights about flood risk in the geographies where a quote is being sought, empowering our agents to drive

further demand for our products at the time of each quote. Our recently launched AI-powered sales assistant, Atlas+,

is an entirely redesigned and proactive approach to agent engagement. Built directly into our Agent Portal interface,

Atlas+ provides agents with actionable suggestions and information to improve their ability to convert leads into

sales. Through these innovations, our platform enables agents to grow their business by enhancing the overall value

of the policyholder relationship, while offering a product that seamlessly fits the needs of both agents and

policyholders. This in turn drives increasing adoption and higher conversion rates.

We believe our deep relationships with high quality agencies are critical in maintaining our early-mover

advantage. Our agency partners include carriers with large captive agent forces, wholesalers, agency networks, flood

specialists, and small, independent, family-owned agencies. Our ability to offer an alternative product that better fits

many customers’ needs has resonated with our agents and has been essential to driving over 60.0% of our new

policy sales in “non-mandatory flood zones” over the last three years. Furthermore, our policies in force are highly

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diversified across a network of high-quality agents, without any material concentration risk or reliance on individual

agencies or agents. As of March 31, 2026, our largest agency partner contributed approximately 8.5% of our total

policyholder base. We maintain a robust pipeline of potential agencies interested in partnering with Neptune, while

our in-house sales team continually nurtures existing relationships, supporting strong alignment with our agency

partners and mutual growth. Our agency relationships are deeply entrenched at the agent level and play an active

role in both converting NFIP policyholders to Neptune and winning new customers to the flood insurance market to

enable our continued expansion.

Neptune Internal Agency: 2.1% of our policies in force as of March 31, 2026, were attributed to our in-

house agency, with a team of licensed agents managing a growing number of quotes from our website and a select

few of our distribution partners. These agents are also licensed to distribute NFIP policies in certain rare cases where

policies do not meet Triton’s underwriting criteria.

Direct-to-Customer Sales: 1.1% of our policies in force as of March 31, 2026, were attributed to our direct-

to-customer channel. Our easy-to-use online interface allows prospective customers in select states to quote, bind,

and manage policies directly. This option complements our agency partnerships and provides ease of access for all

property owners seeking flood insurance solutions. We support our online interface with our third-party agencies

and in-house agency able to assist when required or to otherwise finalize the sales process. We recently made

Neptune available as a native app inside ChatGPT, allowing consumers to get a preliminary quote in seconds and

explore coverage options in the chat interface. While we expect the agent channel to continue to play an important

role in expanding the market, our technology is designed to be able to capture new and evolving volume regardless

of the channel.

In addition to driving scalability and flexibility, as we rapidly expand into new markets and introduce additional

products, our distribution infrastructure is critical in reinforcing our data advantage. Our distribution and referral

partners submit over 20,000 quotes to Triton on a typical day, with approximately 34.4 million lifetime quotes and

1.4 million binds from inception through March 31, 2026. All these quotes (whether or not they lead to binds) and

binds fold into and grow our proprietary dataset, allowing us to continually build the competitive advantage

provided by our platform.

The following information illustrates the cumulative quotes and binds on our Triton and Poseidon systems since

inception in 2018.

Cumulative Triton Quotes

Proprietary Underwriting System


	2018			2019			2020			2021			2022			2023			2024			2025

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Cumulative Poseidon Binds

Proprietary Policy Management System


	2018			2019			2020			2021			2022			2023			2024			2025

In addition, below is a chart demonstrating the roles we, our capacity providers, and our distribution partners

play in the flow of data and payments, and the role our capacity providers and distribution partners play in the flow

of claims from policyholders:

We offer a range of innovative insurance products designed to address the needs of residential and commercial

property owners facing flood and other natural disaster risks. As of March 31, 2026, across all of our insurance

product offerings, residential properties accounted for 88.1% of our premium in force and commercial properties

accounted for the remaining 11.9%. Our flagship primary residential flood insurance product accounted for 85.9% of

our premium in force as of March 31, 2026. In addition to the base policy, we offer enhanced protection through

expanded coverage options, which we believe make our flood insurance product a superior coverage alternative to

the NFIP. We also offer an excess flood insurance product, which we introduced in 2024. This product, which is

available to both residential and commercial property owners, represented 2.9% of our premium in force as of

March 31, 2026. Both our primary and excess flood insurance products are structured around the NFIP form and can

be used to supplement or fully replace existing NFIP coverage, as needed. In addition to our flood insurance

products, we offer a parametric earthquake insurance product, launched following our acquisition of Jumpstart in

September 2021, and in December 2025 we launched a beta test of an indemnity earthquake product to a small

group of agencies within the state of California. While currently less than 1% of our portfolio, these earthquake

insurance products allow us to collect data and expertise that we believe will allow us to eventually diversify into

other perils and address additional unmet insurance needs.

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Our Geographic Presence

We operate nationwide and actively mitigate our concentration risk by expanding and diversifying our portfolio

across the country. As of December 31, 2025, Florida, Texas, and Louisiana accounted for only 48.9% of our

policies in force, compared to a much heavier exposure of 59.6% for the NFIP, according to the NFIP.

The Neptune Advantage

We believe that Neptune’s competitive advantage is driven by the three core pillars of our business model

(underwriting engine, risk relationships, and distribution) and is extended by the following:

•Technology and Data-First Culture: Technology is at the heart of our capabilities and success, enabling

us to deliver innovative, efficient, and optimized insurance solutions in a simple and accessible way. As of

March 31, 2026, 40% of our 62 employees were on our technology development team, with our proprietary

and internally-developed underwriting, policy management, and agent systems forming the backbone of our

operations.

◦Our technology infrastructure is built to support rapid expansion into new markets and product lines.

Whether adapting to regulatory changes, adding capacity relationships, or launching new offerings like

our excess flood product, our systems are designed to support growth without compromising speed or

reliability. We operate on a fully digital, AI-native, cloud-based computing infrastructure. Leveraging

cloud computing allows us to rapidly scale our underwriting, policy management, and analytics

capabilities in response to market demand. This infrastructure provides seamless remote access for our

distributed workforce, enhancing system reliability, and ensuring that our data science and ML models

can process vast amounts of information with minimal latency.

◦Our technology ecosystem is strengthened by our ML models and predictive analytics developed by

the Neptune Data Science Group. These models use vast datasets from our operations, as well as

geospatial mapping and real-time risk assessments, along with our proprietary data on the high

volumes of transactions effected on our systems, to evaluate flood risks at the individual property level

with precision. This enables us to provide instant underwriting decisions and dynamic, risk-adjusted

pricing for both residential and commercial properties, allowing us to provide coverage with

exceptional accuracy that incumbents and other players struggle to do.

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◦We are committed to continuously refining and expanding our technology capabilities. Through

constant innovation, we ensure our platforms remain at the cutting edge of the insurance industry,

empowering us to stay ahead of market trends and deliver value to our capacity providers, agents, and

policyholders.

•Early-Mover Advantage in a Large, Evolving Market Dominated by the NFIP: As the first entrant in

the private flood insurance market with substantial scale and geographic presence, we have accumulated

proprietary datasets through our operations that continuously improve our predictive technology, designed

innovative products that we believe better suit evolving customer demand, and developed an extensive

distribution network with trusted relationships that ensures broad reach across the market. We believe this

measurable competitive edge positions us to capture greater market share as the industry evolves following

anticipated long-term structural shifts driven by NFIP risk re-rating, climate change, and growing housing

demand.

•Trusted Relationships with Capacity Providers: Through eight challenging storm seasons, we have

delivered underwriting profit to each of our capacity providers every year. This has enabled our capacity

providers to deliver consistent and predictable capacity to support our current and expected growth.

Additionally, as a result of our performance, our capacity providers have awarded us greater flexibility to

underwrite and bind policies, a contrast to industry norms where binding authority is typically set on

stricter negotiated limits and criteria. This flexibility allows us to control product design, risk aggregation,

and capacity allocation, and allows us to respond to opportunities and needs from agents and our

policyholders in an agile manner, continuing to reinforce our competitive advantage.

•Robust Track Record of Financial Performance with Strong Visibility into Future Earnings: We

have consistently outperformed our internal expectations, demonstrating a disciplined and reliable approach

to growth. Through 21 landfall hurricanes, we have delivered positive underwriting results and maintained

strong loss performance. This operational consistency has translated into substantial revenue and Adjusted

EBITDA growth since inception. Our business is supported by a high degree of recurring revenue and

predictable renewal patterns, providing strong visibility into revenue growth and profitability. For the

twelve months ended March 31, 2026, 67.4% of our revenue was derived from renewal business.

•Disciplined Leadership Team: We are a founder-led organization, with a unified strategic vision,

focused on delivering superior outcomes for our stakeholders. Our disciplined approach to risk

management and optimization has led to us being profitable since our second year of operation. Our lean

organizational footprint of 62 employees as of March 31, 2026, allows us to prioritize efficiency,

scalability, and flexibility in our operations, driving industry-leading profitability per employee.

Our Growth Strategy

The opportunities for growth in the Neptune portfolio are both broad and deep. We believe we will continue to

maintain strong revenue growth based on:

•Growth Across Existing Products and Geographies: We believe the U.S. primary and excess flood

insurance markets present immense growth opportunities for Neptune. Despite our significant achievements

and expanding scale to date, based on data from NAIC and NFIP, we estimate that as of December 31,

2025, we accounted for just 8.2% of the U.S. primary residential flood insurance market, with an even

smaller share of both the excess flood market, which we entered in 2024, and the commercial flood market.

This leaves substantial room for growth given the current insurance gap, increased market awareness of

flood risk, and evolving market conditions, particularly around anticipated developments related to the

NFIP’s implementation of Risk Rating 2.0. In addition, we believe our distribution strategy, which is

primarily focused on deep partnerships across agencies with tens of thousands of agents, facilitates

increased awareness of both our products and flood risk among our agents and prospective policyholders,

through the ease-of-use of our automated underwriting platform, seamless API integrations, instantaneous

bindable quotes, and proprietary Agent Portal. In many cases, the creation of a Neptune quote is automatic

and instantaneous for agents via our API, facilitating easy cross-sell opportunities alongside standard home

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and business insurance quotes. In addition, our Agent Portal provides our agents with up to date, data-

driven insights they can share with prospective policyholders about flood risk in the geographies where a

quote is being sought, empowering our agents to drive further demand for our products at the time of each

quote. Through these innovations, we believe our platform enables agents to grow their business by

delivering added value to the policyholders, while creating further awareness in support of our growth

strategy.

•Ability to Scale with Limited Incremental Cost: Our technology infrastructure is built to support rapid

expansion, allowing us to scale our business using the same cost structure without requiring us to incur

material additional capital expenditures. We operate on a fully digital, cloud-based computing

infrastructure, which we can leverage to rapidly scale our underwriting, policy management and analytics

capabilities in response to market demand. This infrastructure provides seamless remote access for our

distributed workforce, enhancing system reliability, and ensuring that our data science and ML models can

process vast amounts of information with minimal latency. Further, because our entirely digital

underwriting engine, Triton, uses advanced algorithms, without any human underwriters, to assess risk with

speed and precision, we are able to price, quote, and bind additional policies at scale without any significant

expansions to our employee base. As a result, while many of our general and administrative (“G&A”) costs

are expected to scale with the size of our business (for example, as the number of policyholders increases,

customer support and cloud hosting costs may rise), we do not believe that growing our business or the

number of policies we sell will require any material changes to our cost structure. We intend to continue to

implement new technology from time to time, which we intend to build and maintain using our existing

technology development team, including our Neptune Engineering Group and Neptune Data Science

Group, to further improve efficiency and scalability.

•Expansion of Product Offerings: We have continued to innovate and broaden our product offerings to

capitalize on market trends and growth opportunities. In 2024, we launched an excess flood insurance

product designed to address a critical gap in coverage for policyholders who remain with the NFIP. Many

NFIP policyholders are unable to transition fully into the private market due to the economic benefit

provided by substantial government subsidies that limit their premiums. Our excess flood product allows

these policyholders to maintain their NFIP coverage while purchasing additional protection from Neptune,

providing more comprehensive protection for their homes and families. Growth within this market

represents a meaningful opportunity. With our innovative primary flood product and rapidly growing

excess flood offering, we are well-equipped to serve both residential and commercial property owners,

providing them with comprehensive and affordable coverage. As climate change likely continues to

increase the frequency and severity of flooding events, including in areas that have not historically been

considered flood prone, we believe increased awareness of flood risk among the general public can drive

further demand for Neptune products. As a result, we remain focused on leveraging technology and

delivering tailored solutions to meet the evolving needs of our policyholders. These market dynamics play

directly to Neptune’s strengths and reinforce our ability to grow market share. Additionally, as part of our

commitment to addressing long-standing market gaps and expanding our product portfolio, we are actively

exploring opportunities in additional perils beyond flood. In December 2025, we launched a beta test of a

new indemnity earthquake product in California, where there is a material insurance gap for earthquake

coverage, with approximately 89% of buildings uninsured. We believe the indemnity earthquake product

will provide true value to policyholders by addressing shortcomings in the options currently available on

the market, including long-term affordability and ease of purchase. The development of an indemnity

earthquake product builds on the expertise gained from our acquisition of Jumpstart and would respond to

the growing demand from both policyholders and our agency partners for comprehensive earthquake

protection. By leveraging our proprietary, entirely digital, and API-driven underwriting capabilities and

distribution infrastructure, we believe we can add adjacent perils and products that close protection gaps in

underserved markets with minimal incremental cost and without adding complexity or sacrificing our

margin.

•International Expansion: Flooding is a pervasive and growing global challenge, yet the flood peril

remains inadequately understood and underinsured in many countries around the world. Across the globe,

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millions of residential and commercial properties face significant and rising flood risks, often without

sufficient insurance coverage to protect property owners from financial loss. In most international markets,

flood insurance penetration is minimal, with many regions relying on outdated risk models, government-

backed programs, or ad hoc relief efforts to address flooding events. These approaches often leave property

owners exposed to significant financial vulnerabilities, particularly as climate change likely exacerbates the

frequency and severity of flood events globally. This underinsurance may create an opportunity for

Neptune to expand into international markets and provide innovative, data-driven flood insurance solutions

to property owners in need. Leveraging our proprietary technology platform, advanced underwriting

capabilities, and experience in the U.S. market, we believe we are uniquely positioned in the coming years

to enter international markets and address the gaps left by traditional insurance providers. We expect our

scalable technology infrastructure, built for rapid deployment, would enable us to adapt quickly to the

regulatory requirements and unique risk profiles of different countries.

•Inorganic Growth Opportunities: From time to time, we may supplement our long-term organic growth

with strategic acquisitions, focused on gaining expertise or expanding and complementing our existing

portfolio. In recent years, we have completed a notable intellectual capital focused acquisition of Jumpstart,

a leading parametric insurance company, and expanded our expertise through the strategic hiring of the

employees of Charles River Data, a Boston-based data science consulting firm.

Potential Challenges

There are also a number of factors that we believe could present challenges to our strategic plans or limit our

ability to grow our business, including:

•Adverse NFIP Developments: The flood insurance market is highly concentrated, with the NFIP

holding approximately 80% of the market share. As the dominant provider, the NFIP benefits from strong

federal backing and widespread consumer recognition. Its significant market presence and subsidized

pricing in certain areas create challenges for private insurers, including Neptune, to compete effectively. If

the NFIP’s implementation of Risk Rating 2.0 is tolled or delayed or Congress elects to continue to

subsidize the NFIP consistent with historic levels, it could limit our potential growth opportunities relating

to existing NFIP policyholders. In addition, adjustments to the NFIP’s pricing, coverage options, or

underwriting guidelines could also significantly alter the competitive landscape. Although we believe

purchasing insurance from the NFIP is relatively burdensome and time-consuming for policyholders and

agents, and that its limited product offerings often fail to meet policyholder needs, if the NFIP were to

lower premiums, simplify its processes, or increase its coverage options, we could face increased difficulty

in retaining or growing our policyholder base.

•Continued Weakness in the Housing Market: Our performance and ability to issue new policies and

retain existing policies is closely tied to home sales, economic activity, construction costs, household

income, and employment levels, as well as commercial property markets. Elevated mortgage rates and

declining affordability have recently strained the housing market, leading to a decrease in first-time

homebuyers and overall housing market activity. As of January 2025, the average rate on a 30-year fixed

mortgage in the U.S. had risen to over 7%, marking its highest level since mid-2024. While this average

rate has since decreased below 7%, this surge has contributed to a decline in home sales, with existing

home sales in 2025 at the lowest level since 1995. Elevated mortgage rates, together with higher home

prices, can create affordability challenges, particularly for first-time buyers. For example, the National

Association of Home Builders estimates that in 2023, when mortgage rates on a 30-year fixed mortgage

rose from 6.25% to 6.5%, nearly 1.3 million households were priced out of the market for a median-priced

home. Continued weakness or a further decrease in housing market activity, particularly in areas where

flood coverage is needed, due to adverse economic conditions or other factors, could result in a decline in

the home insurance industry and reduction in the sale of our policies, reduced renewal rates, and increased

cancellations of existing policies, as many flood insurance purchases are driven by mortgage requirements

and a substantial portion of our flood insurance policies are purchased during home acquisitions or

refinancing.

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•Access to Top Talent: Our success depends, in large part, on our ability to attract and retain talent, which

may be difficult due to the intense competition in our industry and the technology industry generally for

key employees with demonstrated ability. We rely on a team of highly skilled engineers, data scientists, and

other technical professionals who are responsible for the development, enhancement, and maintenance of

our proprietary technology. This team’s expertise in ML, geospatial analysis, and data modeling is vital to

ensuring our ongoing success and our ability to remain competitive. The financial services and technology

industries are highly competitive, and the demand for talented professionals in fields such as data science

and ML often exceeds supply. The loss of key technical talent or critical members of our engineering and

data science team, or any inability to hire additional talent as the needs of our business may require, could

impair our ability to refine our risk assessment capabilities, address evolving market needs, or respond

effectively to competitive pressures.

Risk Factor Summary

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks

highlighted in the sections titled “Risk Factors” beginning on page 35 of this prospectus, and in our Annual Report

and our Q1 Quarterly Report, each incorporated by reference herein before making an investment decision. We may

be unable for many reasons, including those that are beyond our control, to implement our business strategy

successfully. Some of these risks are:

•Our business may be harmed if one or more of our relationships with capacity providers are terminated or

are reduced, if we fail to maintain good relationships with such capacity providers, if we become dependent

upon a limited number of capacity providers, or if we fail to develop new capacity provider relationships.

•Our distribution model depends on third-party agents and brokers, and any failure by those agents and

brokers to consistently promote our products or the loss of any key agent or broker relationships could

adversely affect our business.

•Rapid advancements in AI, including the development of AGI and ML technologies, could increase

competition and disrupt our business model.

•Errors in underwriting or data modeling could harm our reputation, competitive position, and financial

results.

•Reliance on cloud computing exposes us to technological disruptions and potential risks.

•We are highly dependent on the services of our senior management team, including our Chief Executive

Officer.

•Our business is dependent upon information processing systems. Cybersecurity events, data breaches,

cyberattacks, or other similar incidents, as well as defects, interruptions, or other failures, with respect to

our or our vendors’ information processing systems and data may hurt our business, damage our reputation,

negatively impact policyholder retention and capacity provider relationships, and expose us to financial and

legal liabilities.

•Failure to seek, obtain, maintain, protect, defend, or enforce our intellectual property rights, or allegations

that we have infringed, misappropriated, or otherwise violated the intellectual property rights of others,

could harm our reputation, ability to compete effectively, financial condition, and business.

•The insurance business is extensively regulated, and changes in regulation may reduce our profitability and

limit our growth.

•Compliance with insurance licensing requirements for MGAs and excess and surplus (E&S) lines agencies

and individual producers is critical to our operations, and any failure to maintain required licenses could

disrupt our business.

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•We are subject to evolving laws and regulations on data privacy, data protection, and cybersecurity, which

can be complex and conflicting. We may face investigations, fines, and sanctions as a result of our or our

service providers’ or partners’ actual or perceived failure to comply with such laws and regulations and

incur increased operational costs in order to ensure future compliance.

•Changes in accounting principles and financial reporting requirements could impact our consolidated

results of operations and financial condition.

•We have debt outstanding that could adversely affect our financial flexibility and subjects us to restrictions

and limitations that could significantly impact our ability to operate our business.

•The concentration of our share ownership with those stockholders who held our stock prior to our IPO,

including our executive officers, directors, and holders of more than 5% of our capital stock, may limit our

investors’ ability to influence corporate matters.

•We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for, and

have chosen to rely on, exemptions from certain corporate governance requirements that provide protection

to the stockholders of companies that are subject to such corporate governance requirements.

•We are a holding company, and our only material asset is our equity interest in Neptune Flood. As a result,

we depend on the ability of our subsidiaries to pay dividends and make other payments and distributions to

us in order to meet our obligations.

•The dual class structure of our common stock has the effect of concentrating voting control with our Chief

Executive Officer; this will limit or preclude your ability to influence corporate matters.

•Some provisions of Delaware law and our amended and restated certificate of incorporation and bylaws

may deter third parties from acquiring us and diminish the value of our Class A common stock.

If we are unable to adequately address these and other risks we face, our business, results of operations,

financial condition, and prospects may be adversely affected.

Corporate Structure

Neptune Flood was incorporated in Delaware on February 10, 2017. Neptune Holdings was incorporated in

Delaware on March 20, 2025, to implement a holding company organizational structure for Neptune Flood. We refer

to this transaction as our “corporate reorganization.”

Immediately prior to our corporate reorganization, Neptune Holdings was a direct, wholly-owned subsidiary of

Neptune Flood, and Neptune Insurance Merger Sub Inc., a Delaware corporation (“Merger Sub”), was a direct,

wholly-owned subsidiary of Neptune Holdings. Both Neptune Holdings and Merger Sub were organized for the sole

purpose of implementing our corporate reorganization. On April 10, 2025, Merger Sub merged with and into

Neptune Flood, with Neptune Flood continuing as the surviving corporation. Each issued and outstanding share of

common stock of Neptune Flood was converted into one share of common stock of Neptune Holdings and each

issued and outstanding share of convertible preferred stock of Neptune Flood was converted into one share of

convertible preferred stock of Neptune Holdings. The separate corporate existence of Merger Sub ceased and all the

issued and outstanding shares of Neptune Holdings owned by Neptune Flood were automatically canceled and

retired.

As a result of our corporate reorganization, each stockholder of Neptune Flood became a stockholder of

Neptune Holdings, holding the same proportional ownership and voting power as of immediately prior to our

corporate reorganization, and Neptune Flood became a direct, wholly-owned subsidiary of Neptune Holdings. The

certificate of incorporation and bylaws of Neptune Holdings were amended and restated to be substantially identical

to those of Neptune Flood as of immediately prior to our corporate reorganization. The corporate reorganization was

accounted for as a transaction between entities under common control, and accordingly, there was no change in the

basis of the underlying assets and liabilities.

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Corporate Information

Our principal executive offices are located at 400 6th Street S., Suite 2, St. Petersburg, Florida 33701, and our

telephone number is (727) 202-4815. Our website address is www.neptuneflood.com. Our website and the

information contained therein or connected thereto are not incorporated into this prospectus or the registration

statement of which it forms a part.

Share Repurchase

We intend to purchase from the underwriters 835,561 shares of our Class A common stock at a price per share

equal to the price per share to be paid by the underwriters to the selling stockholders (the “Share Repurchase”). The

underwriters will not receive any compensation for the shares of our Class A common stock being repurchased by

us. We intend to fund the Share Repurchase using a combination of cash on hand and borrowings under our

revolving credit facility.

The closing of the Share Repurchase will be concurrent with the closing of this offering. The completion of the

Share Repurchase is contingent on the satisfaction of customary closing conditions and conditioned upon the

completion of this offering. We cannot assure you that this offering or the Share Repurchase will be consummated.

The Share Repurchase was approved by our board of directors. Any shares of our Class A common stock that

we repurchase in the Share Repurchase will be retired.

The description of and the other information in this prospectus regarding the Share Repurchase is included

solely for informational purposes. Nothing in this prospectus should be construed as an offer to sell, or the

solicitation of an offer to buy, any of our Class A common stock, subject to the Share Repurchase.

Channels for Disclosure of Information

We announce material information to the public through filings with the SEC, the Investor Relations page of

our website located at www.investors.neptuneflood.com, the Newsroom page of our website located at

www.neptuneflood.com/newsroom, press releases, public conference calls, and webcasts.

The information disclosed through these channels could be deemed material. Accordingly, we encourage

investors, the media, and others to monitor these channels and to review the information disclosed through them.

Any updates to the list of disclosure channels we use will be posted to the Investor Relations page of our

website. Information contained on or accessible through any of the foregoing channels is not incorporated by

reference herein.

Implications of Being a Controlled Company

Our Chief Executive Officer and Chairman of our board of directors, Trevor Burgess, beneficially owns

approximately 84.0% of the voting power of our outstanding voting securities (and approximately 84.1% of the

voting power of our outstanding voting securities after giving effect to this offering and the Share Repurchase) and

we are, and as long as Mr. Burgess beneficially owns more than 50% of the voting power of our company, we will

be, a “controlled company” within the meaning of the listing rules of the NYSE. As a result, we qualify for, and rely

on, exemptions from certain corporate governance requirements, and you will not have the same protections as those

afforded to stockholders of companies that are subject to such governance requirements. As a controlled company,

we are permitted to rely on certain exemptions from the NYSE’s corporate governance rules, including:

•Independent Board Requirements: We are not required to have a majority of independent directors on our

board of directors.

•Independent Committees: We are exempt from requirements to have a fully independent nominating and

corporate governance committee, or a fully independent compensation committee.

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•Governance Oversight: The exemptions may reduce the level of oversight typically provided by

independent directors over management decisions, executive compensation, and director nominations.

Accordingly, we do not currently have a majority independent board of directors or nominating and corporate

governance committee, and nominating and corporate governance functions are managed by our full board of

directors. To the extent and for so long as we rely on these exemptions, you may not have the same protections

afforded to stockholders of companies that are subject to all of these corporate governance requirements. Although

we are not required to do so, we have established a compensation committee composed entirely of independent

directors.

These controlled company exemptions do not modify the independence requirements for our audit committee,

and we satisfy the member independence requirement for the audit committee provided under the NYSE’s listing

standards and SEC rules and regulations. In the event that we cease to be a “controlled company” and our Class A

common stock continues to be listed on the NYSE, we will be required to comply with these provisions within the

applicable transition periods. See “Risk Factors — Risks Relating to this Offering and Ownership of our Common

Stock — We are a ‘controlled company’ within the meaning of the NYSE rules and, as a result, qualify for, and rely

on, exemptions from certain corporate governance requirements that provide protection to the stockholders of

companies that are subject to such corporate governance requirements.” in our Annual Report, incorporated by

reference herein.

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenues during our last completed fiscal year, we qualify as an

“emerging growth company” as defined in the JOBS Act. For as long as we remain an EGC, we may take advantage

of specified reduced reporting requirements and other burdens that are otherwise applicable generally to public

companies. These reduced reporting requirements include, but are not limited to:

•an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal

control over financial reporting pursuant to the Sarbanes-Oxley Act;

•an exemption from compliance with any requirement that the Public Company Accounting Oversight

Board may adopt regarding a supplement to the auditor’s report providing additional information about the

audit and the financial statements;

•reduced disclosure about our executive compensation arrangements in our periodic reports, registration

statements, and proxy statements;

•an exemption from the requirements to obtain nonbinding advisory votes on executive compensation (“Say-

on-Pay”) or stockholder approval of any golden parachute arrangements; and

•extended transition periods for complying with new or revised accounting standards.

We will remain an EGC until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross

revenues are $1.235 billion or more; (ii) the end of the first fiscal year in which we are deemed to be a “large

accelerated filer,” as defined in the Exchange Act; (iii) the date on which we have, during the previous three-year

period, issued more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending

after the fifth anniversary of the completion of the IPO. We may choose to take advantage of some, but not all, of

the available benefits under the JOBS Act. We are electing to use the extended transition periods available under the

JOBS Act for complying with new or revised accounting standards, and we currently intend to take advantage of the

other exemptions discussed above. Accordingly, the information contained herein may be different from the

information you receive from other public companies in which you hold stock.

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The Offering


Class A common stock offered by the selling stockholders ................................................		8,355,615 shares

Underwriters’ option to purchase additional shares of Class A common stock offered by the selling stockholders .........................		The underwriters have a 30-day option to purchase up to an additional 1,253,342 shares of Class A common stock from the selling stockholders at the public offering price set forth on the cover of this prospectus, less underwriting discounts and commissions.

Share Repurchase ...........................................		We intend to purchase from the underwriters 835,561 shares of our Class A common stock at a price per share equal to the price per share to be paid by the underwriters to the selling stockholders. We intend to fund the Share Repurchase using a combination of cash on hand and borrowings under our revolving credit facility. The closing of the Share Repurchase will be concurrent with the closing of this offering. The repurchased shares of Class A common stock will no longer be outstanding after this offering. The completion of the Share Repurchase is contingent on the satisfaction of customary closing conditions and conditioned upon the completion of this offering. We cannot assure you that this offering or the Share Repurchase will be consummated. See “— Share Repurchase.”

Class A common stock to be outstanding after this offering and the Share Repurchase ..................................................		94,032,765 shares

Class B common stock to be outstanding after this offering and the Share Repurchase ..................................................		43,435,000 shares

Total Class A common stock and Class B common stock to be outstanding after this offering and the Share Repurchase .............		137,467,765 shares

Use of proceeds ..............................................		We will not receive any proceeds from the sale of Class A common stock by the selling stockholders in this offering. See “Use of Proceeds.”

Controlled company .......................................		We are a “controlled company” within the meaning of the applicable listing rules of the NYSE. See “Prospectus Summary — Implications of Being a Controlled Company.”

Voting rights ...................................................		We have two authorized classes of voting common stock, Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share.

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		Holders of Class A common stock and Class B common stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or specified in our amended and restated certificate of incorporation. Our Chief Executive Officer and Chairman of our board of directors, Mr. Burgess, beneficially owns all of the outstanding shares of Class B common stock and collectively beneficially owns approximately 84.0% of the total combined voting power of our outstanding common stock (and approximately 84.1% of the total combined voting power of our outstanding common stock after giving effect to this offering and the Share Repurchase). As a result, current and future holders of the outstanding shares of Class B common stock will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. See “Description of Capital Stock — Class A Common Stock and Class B Common Stock — Voting Rights” for more information.

Conversion and related rights .........................		Our Class A common stock is not convertible into any other class of shares.

		Our Class B common stock is convertible into shares of our Class A common stock on a one-for-one basis at the option of the holder. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon the occurrence of certain events described in “Description of Capital Stock — Class A Common Stock and Class B Common Stock — Conversion.”

Dividend policy ..............................................		We currently anticipate that we will retain our future earnings to repay debt and to finance the operation and expansion of our business and do not anticipate declaring or paying any cash dividends on our capital stock in the foreseeable future. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends. Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our financial condition, operating results, earnings, current and anticipated liquidity and capital requirements, plans for expansion, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions, and any other factors that our board of directors deems relevant in making such a determination. See “Dividend Policy.”

Risk factors .....................................................		Investing in our Class A common stock involves a high degree of risk. See the sections titled “Risk Factors” beginning on page 35 of this prospectus, and in our Annual Report and our Q1 Quarterly Report, respectively, each incorporated by reference herein, and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Class A common stock.

NYSE ticker symbol ......................................		“NP”

The number of shares of our Class A common stock and Class B common stock to be outstanding after this

offering and the Share Repurchase is based on 138,303,326 shares of our common stock outstanding on March 31,

2026, consisting of 94,868,326 shares of our Class A common stock and 43,435,000 shares of our Class B common

stock, and excludes:

•8,588,904 shares of our Class A common stock issuable upon the exercise of outstanding vested stock

options granted under our Amended and Restated 2025 Stock Plan, with a weighted average exercise price

of $5.80 per share;

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•4,177,488 shares of our Class A common stock issuable upon settlement of certain restricted stock units

granted under our 2025 Equity Incentive Plan;

•1,945,845 shares of our Class A common stock reserved for future issuance under our 2025 Equity

Incentive Plan;

•1,484,444 shares of our Class A common stock reserved for future issuance under our 2025 Employee

Stock Purchase Plan.

Mr. Burgess also has a right (but not an obligation) to require us to exchange any of the 8,142,964 shares of our

Class A common stock that may be received by Mr. Burgess upon the exercise, vesting, and/or settlement of certain

equity awards held by Mr. Burgess, consisting of (i) 6,160,000 shares of our Class A common stock issuable upon

the exercise of outstanding stock options held by Mr. Burgess, and (ii) 1,982,964 shares of Class A common stock

issuable upon the vesting and settlement of certain restricted stock units held by Mr. Burgess, in each case for an

equivalent number of shares of Class B common stock.

Unless otherwise indicated, all information contained in this prospectus, including the number of shares of our

Class A common stock that will be outstanding after this offering and the Share Repurchase, assumes no exercise by

the underwriters of their option to purchase up to 1,253,342 additional shares of our Class A common stock from the

selling stockholders.

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Summary Consolidated Financial Data

The following tables summarize certain of our consolidated financial data. The summary consolidated

statements of operations data presented on a quarterly basis for the first quarter of 2025 through the first quarter of

2026, and on a trailing twelve-month basis for the twelve months ended March 31, 2025 and 2026, have been

derived from our audited consolidated financial statements and related notes thereto included in our Annual Report

and our unaudited interim condensed consolidated financial statements and related notes thereto included in our Q1

Quarterly Report, each incorporated by reference herein. The tables also include certain non-GAAP financial

measures, including adjusted net income, adjusted EBITDA, and adjusted EBITDA margin. These non-GAAP

financial measures are not prepared in accordance with GAAP and should not be considered as alternatives to net

income or any other measure of financial performance calculated and presented in accordance with GAAP. For a

reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, see

“Reconciliation of Non-GAAP Financial Measures” below. You should read the following summary consolidated

financial data in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of

Operations” and our audited consolidated financial statements and related notes thereto in our Annual Report, and

our unaudited interim consolidated financial statements and related notes thereto in our Q1 Quarterly Report, each

incorporated by reference herein. Our historical results are not necessarily indicative of the results to be expected for

any other period in the future.


($ in thousands)	Q1 2025	Q2 2025	Q3 2025	Q4 2025	Q1 2026	YoY (Q1’26 vs Q1’25)(1)
Commission income .............	$22,707	$32,062	$33,916	$33,318	$29,034	27.9%
Fee income ...........................	6,646	10,004	10,449	10,449	8,761	31.8%

Total revenues ....................	$29,353	$42,066	$44,365	$43,767	$37,795	28.8%

Agent commissions ..............	$8,940	$12,736	$13,840	$13,549	$11,352	27.0%
Employee compensation and benefits .............................	1,321	1,425	1,662	1,055	1,542	16.7%
General and administrative ..	1,976	2,657	2,138	3,252	3,580	81.2%
Share-based compensation ...	84	103	111	11,121	6,876	NM
IPO transaction costs ............	531	2,943	4,966	473	—	NM
Amortization expense ...........	874	912	948	979	1,004	14.9%

Total operating expenses ..	$13,726	$20,776	$23,665	$30,429	$24,354	77.4%

Net income ..........................	$9,939	$11,620	$11,511	$4,343	$7,349	(26.1)%
Adjusted net income ............	$11,044	$14,556	$15,997	$15,335	$13,410	21.4%
Adjusted EBITDA .............	$17,116	$25,249	$26,725	$25,911	$21,566	26.0%
Net income margin ...............	33.9%	27.6%	25.9%	9.9%	19.4%	(14.4) pp
Adjusted EBITDA margin	58.3%	60.0%	60.2%	59.2%	57.1%	(1.3) pp

___________________

(1)Year-over-year changes in percentages are reported in percentage points (pp).

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	Twelve Months Ended March 31,
($ in thousands)	2025	2026	YoY ('26 vs '25)
Commission income .......................................................................	$96,601	$128,330	32.8%
Fee income .....................................................................................	30,485	39,663	30.1%

Total revenues ..............................................................................	$127,086	$167,993	32.2%

Agent commissions .......................................................................................................	37,746	51,477	36.4%
Employee compensation and benefits ...............................................................	4,656	5,683	22.1%
General and administrative .......................................................................................	8,100	11,627	43.5%
Share-based compensation ........................................................................................	309	18,212	NM
IPO transaction costs ......................................................................	531	8,382	NM
Amortization expense ..................................................................................................	3,213	3,843	19.6%

Total Operating Expenses ..........................................................	$54,555	$99,224	81.9%

Net income ....................................................................................	$39,917	$34,823	(12.8)%
Adjusted net income ......................................................................	$47,222	$59,298	25.6 %
Adjusted EBITDA .......................................................................	$76,914	$99,451	29.3 %

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Key Performance Indicators

Neptune’s management regularly reviews certain KPIs, including the following key metrics, to evaluate our

business and operations, guide decision-making, and measure progress. We utilize a variety of operational metrics to

understand growth, retention, and ultimately drive profitability. For definitions of these KPIs, see “Management’s

Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” in

our Q1 Quarterly Report, incorporated by reference herein.

The table below compares certain of our KPIs as of and for the three months ended March 31, 2026 and 2025,

respectively, and our revenue retention rate for the twelve months ended March 31, 2026 and 2025, respectively:


	Three Months Ended March 31,		Change
(in thousands)	2026	2025	%/pp
Premium in force (period-end) ......................................................	$388,745	$295,175	31.7%
Policies in force (period-end) ........................................................	295,029	230,627	27.9%
Policy retention rate(1) ...................................................................	86.2%	85.7%	0.5
Premium retention rate(1) ...............................................................	92.9%	98.2%	(5.3)
Revenue retention rate(1)(2) ............................................................	90.0%	91.8%	(1.8)
Written premium ...........................................................................	$86,574	$68,751	25.9%

__________________

(1)Year-over-year changes in percentages are reported in percentage points (pp).

(2)These rates are last twelve-month metrics.

The table below compares certain of our per-employee KPIs for the twelve months ended March 31, 2026 and

2025:


	Twelve Months Ended March 31,		Change
($ in thousands)	2026	2025	Amount	Percentage
Average number of employees ..........................	59.9	53.2	6.7	12.6%
Total revenues ....................................................	$167,993	$127,086	$40,907	32.2%
Revenue per employee .......................................	$2,804	$2,389	$415	17.3%
Adjusted EBITDA .............................................	$99,451	$76,914	$22,537	29.3%
Adjusted EBITDA per employee .......................	$1,660	$1,446	$214	14.8%

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Reconciliation of Non-GAAP Financial Measures

This prospectus includes certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted

EBITDA margin, and Adjusted net income. These non-GAAP financial measures are not prepared in accordance

with GAAP and should not be considered as alternatives to net income or any other measure of financial

performance calculated and presented in accordance with GAAP. For definitions of these non-GAAP measures and

information about how and why we use these measures, see “Management’s Discussion and Analysis of Financial

Condition and Results of Operations — Non-GAAP Financial Measures” in our Q1 Quarterly Report, incorporated

by reference herein. See below for reconciliations of these non-GAAP financial measures to their most directly

comparable measures reported under GAAP.

Adjusted EBITDA and Adjusted EBITDA Margin

Below is a reconciliation of Adjusted EBITDA to net income (the most directly comparable GAAP measure), as

well as of Adjusted EBITDA margin to net income margin (the most directly comparable GAAP measure), for each

of the three and twelve months ended March 31, 2026 and 2025.


	Three Months Ended March 31,			Twelve Months Ended March 31,
($ in thousands)	2025	2026	Change %/PP	2025	2026	Change %/PP
Total revenues .................	$29,353	$37,795	28.8%	$127,086	$167,993	32.2%
Net income ........................	$9,939	$7,349	(26.1)%	$39,917	$34,823	(12.8)%
Interest expense (net of interest income) .........	$2,232	$3,366	50.8%	$13,522	$18,454	36.5%
Income tax expense ......	$3,456	$2,726	(21.1)%	$13,666	$15,492	13.4%
Loss on extinguishment of debt .......................	$—	$—	NM	$5,426	$—	NM
Amortization expense ...	$874	$1,004	14.9%	$3,213	$3,843	19.6%
Share-based compensation ............	$84	$6,912	NM	$309	$18,248	NM
Corporate transaction related expenses ........	$531	$176	NM	$631	$8,558	NM
One-time Expenses .......	$—	$33	NM	$230	$33	NM
Adjusted EBITDA ..........	$17,116	$21,566	26.0%	$76,914	$99,451	29.3%
Net income margin ............	33.9%	19.4%	(14.5)	31.4%	20.7%	(10.7)%
Adjusted EBITDA margin ..........................	58.3%	57.1%	(1.2)	60.5%	59.2%	(1.3)%

Adjusted EBITDA was $21.6 million for the three months ended March 31, 2026, an increase of $4.5 million,

or 26.0%, from $17.1 million for the three months ended March 31, 2025. Our Adjusted EBITDA margin for the

three months ended March 31, 2026, was 57.1%, a decrease from 58.3% for the three months ended March 31, 2025.

This decrease was primarily due to the incurrence of certain public company-related expenses, including audit costs,

which were concentrated in the first quarter.

Adjusted EBITDA was $99.5 million for the twelve months ended March 31, 2026, an increase of $22.5

million, or 29.3%, from $76.9 million for the twelve months ended March 31, 2025. Our Adjusted EBITDA margin

for the twelve months ended March 31, 2026, was 59.2%, a decrease from 60.5% for the twelve months ended

March 31, 2025.

While our revenue and Adjusted EBITDA grew 32.2% and 29.3%, respectively, for the twelve months ended

March 31, 2026, from the twelve months ended March 31, 2025, our headcount increased by only around 12.6%

over the same period. The accelerated growth in revenue and Adjusted EBITDA relative to our growth in employees

illustrates the scalability of our existing platform and emphasis on efficient growth.

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Adjusted Net Income

The table below presents a reconciliation of Adjusted Net Income to net income (the most directly comparable

GAAP measure), for each of the three and twelve months ended March 31, 2026 and 2025.


	Three Months Ended March 31,			Twelve Months Ended March 31,
(In thousands, except share and per share data)	2025	2026	Change %	2025	2026	Change %
Net income ...........................................	$9,939	$7,349	(26.1)%	39,917	34,823	(12.8)%
Income tax expense ........................	3,456	2,726	(21.1)%	13,666	15,492	13.4%
Loss on extinguishment of debt .....	—	—	NM	5,426	—	NM
Amortization expense ....................	874	1,004	14.9%	3,213	3,843	19.6%
Share-based compensation .............	84	6,912	NM	309	18,248	NM
Corporate transaction related expenses .......................................	531	176	NM	631	8,558	NM
One-time expenses .........................	—	33	NM	230	33	NM
Adjusted Income before income tax expense ........................................	14,884	18,200	22.3%	63,392	80,997	27.8%
Adjusted income taxes (1) .............	(3,841)	(4,790)	24.7%	(16,170)	(21,700)	34.2%
Adjusted net income ...............	$11,044	$13,410	21.4%	47,222	59,297	25.6%

__________________

(1)This represents the tax impact using effective tax rates of 27.1% and 25.8% for the three months ended March 31, 2026 and 2025,

respectively, and the tax impact using effective tax rates of 26.8% and 25.5% for the twelve months ended March 31, 2026 and 2025. These

tax rates exclude items that are non-deductible/non-taxable or subject to a specific tax treatment.

Quarterly Reconciliation

Adjusted EBITDA and Adjusted EBITDA Margin

The table below presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to net income

and net income margin, respectively (the most directly comparable GAAP measure) for each of the quarterly periods

presented.


	Three months ended
		March 31,	June 30,	September 30,	December 31,	March 31,
(In thousands)		2025	2025	2025	2025	2026
Total revenues ............................................................................		$29,353	$42,066	$44,365	$43,767	$37,795
Net income ...................................................................................		$9,939	$11,620	$11,511	$4,343	$7,349
Interest expense (net of interest income) ......................................		2,232	5,621	5,237	4,230	3,366
Income tax expense ......................................................................		3,456	4,049	3,952	4,765	2,726
Loss on extinguishment of debt ...................................................		—	—	—	—	—
Amortization expense ...................................................................		874	912	948	979	1,004
Share-based compensation ...........................................................		84	—	111	11,121	6,912
Corporate transaction related .......................................................		531	2,943	4,966	473	176
One-time expenses .......................................................................		—	—	—	—	33
Adjusted EBITDA .....................................................................		$17,116	$25,249	$26,725	$25,911	$21,566

Net income margin .......................................................................		33.9%	27.6%	25.9%	9.9%	19.4%
Adjusted EBITDA margin ........................................................		58.3%	60.0%	60.2%	59.2%	57.1%

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Adjusted Net Income

The table below presents a reconciliation of Adjusted net income to net income (the most directly comparable

GAAP measure) for each of the quarterly periods presented.


	March 31,	June 30,	September 30,	December 31,	March 31,
(In thousands, except share and per share data)	2025	2025	2025	2025	2026
Net income ............................................	$9,939	$11,620	$11,511	$4,343	$7,349
Income tax expense .................................	3,456	4,049	3,952	4,765	2,726
Loss on extinguishment of debt ..............	—	—	—	—	—
Amortization expense .............................	874	912	948	979	1,004
Share-based compensation ......................	84	104	111	11,121	6,912
Corporate transaction related expenses ...	531	2,943	4,966	473	176
One-time expenses ..................................	—	—	—	—	33
Adjusted Income before income tax expense ................................................	$14,884	$19,628	$21,488	$21,681	$18,200
Adjusted income taxes (1) ........................	$(3,840)	$(5,072)	$(5,492)	$(6,346)	$(4,790)
Adjusted net income .............................	$11,044	$14,556	$15,997	$15,335	$13,410

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RISK FACTORS

Investing in our Class A common stock involves risk. The occurrence of any of the events or developments

described below and included in the documents incorporated by reference herein could materially and adversely

affect our business, financial condition, results of operations, and growth prospects. In such an event, the market

price of our Class A common stock could decline, and you may lose all or part of your investment. You should

consider carefully all of the information set forth in this prospectus and the documents incorporated by reference

herein, and, in particular, the risk factors described in our Annual Report and our Q1 Quarterly Report, each

incorporated by reference herein. Additional risks and uncertainties not presently known to us or that we currently

believe are not material may also impair our business, financial condition, results of operations, and growth

prospects.

Risks Relating to this Offering and Ownership of our Common Stock

We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for, and rely on,

exemptions from certain corporate governance requirements that provide protection to the stockholders of

companies that are subject to such corporate governance requirements.

We are a “controlled company” as defined under the NYSE corporate governance rules because Mr. Burgess

holds more than 50% of the voting power of our outstanding capital stock. As a result, we qualify for, and have

chosen to rely on, exemptions from certain corporate governance requirements, including the requirements that a

majority of our board of directors consist of independent directors, that we have a fully independent nominating and

corporate governance committee, and that we have a fully independent compensation committee. While we believe

that our governance structure and the composition of our board of directors serves the best interests of Neptune and

its stockholders, reliance on these exemptions means that minority stockholders may have limited influence over

corporate governance matters. This could result in decisions that favor the interests of our controlling stockholder at

the expense of other stockholders. The implications of being a controlled company could materially and adversely

affect the perception of our corporate governance practices, stockholder confidence, and the market value of our

common stock. See “Prospectus Summary— Implications of Being a Controlled Company.”

The dual class structure of our common stock has the effect of concentrating voting control with our Chief

Executive Officer; this will limit or preclude your ability to influence corporate matters.

Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. Our

Chief Executive Officer and Chairman of our board of directors, Mr. Burgess, beneficially owns all of our

outstanding shares of Class B common stock, constituting approximately 84.0% of the voting power of our

outstanding capital stock as of March 31, 2026. In addition, we and Mr. Burgess are party to an equity exchange

right agreement (the “Class B Equity Exchange Agreement”), which gives Mr. Burgess a right (but not an

obligation) to require us to exchange any shares of Class A common stock received by Mr. Burgess upon the

exercise, vesting, and/or settlement of certain equity awards held by Mr. Burgess for an equivalent number of shares

of Class B common stock. If Mr. Burgess exercises his rights under the Class B Equity Exchange Agreement with

respect to all equity awards subject to such agreement as of March 31, 2026, Mr. Burgess will have approximately

84.5% of the voting power of our outstanding capital stock. Because of the ten-to-one voting ratio between our Class

B common stock and Class A common stock, Mr. Burgess controls, and will continue to control, a majority of the

combined voting power of our common stock and therefore is able to control all matters submitted to our

stockholders for approval so long as the shares of Class B common stock represent approximately at least 9.1% of

all outstanding shares of our Class A common stock and Class B common stock. Mr. Burgess may have conflicting

interests with holders of shares of our Class A common stock. Mr. Burgess’ concentrated control will limit or

preclude your ability to influence corporate matters for the foreseeable future. For example, during such period of

time, Mr. Burgess will have significant influence with respect to our management, business plans, and policies,

including the appointment and removal of our officers, decisions on whether to raise future capital, and whether to

amend our charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as

Mr. Burgess continues to own a significant percentage of our common stock, Mr. Burgess will be able to cause or

prevent a change of control of Neptune or a change in the composition of our board of directors and could preclude

any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a

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premium for your shares of Class A common stock as part of a sale of us and ultimately might affect the market

price of our Class A common stock.

Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one

share of Class A common stock. In addition, each share of Class B common stock will convert automatically into

one share of Class A common stock upon any transfer, whether or not for value, except for certain permitted

transfers, as further described in our amended and restated certificate of incorporation. In addition, each share of

Class B common stock will convert automatically into one share of Class A common stock upon the earlier of (i)

twelve months following the death or disability of Mr. Burgess or (ii) upon the first trading day on or after such date

that the outstanding shares of Class B common stock represent less than 5% of the then-outstanding Class A and

Class B common stock, which, in either instance, may be extended to 18 months upon affirmative approval of a

majority of our independent directors. The conversion of Class B common stock to Class A common stock will have

the effect, over time, of increasing the relative voting power of the remaining outstanding shares of Class B common

stock.

Our stock price may be volatile, and the value of our Class A common stock may decline.

The market price of our Class A common stock may be highly volatile and may fluctuate or decline

substantially as a result of a variety of factors, some of which are beyond our control, including:

•actual or anticipated fluctuations in our financial condition or results of operations;

•failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates

or ratings by any securities analysts who follow our company, or our failure to meet these estimates or the

expectations of investors;

•changes in operating performance and stock market valuations of insurance companies or technology

companies in general;

•changes in laws or regulations applicable to our business;

•announcements by us or our competitors of significant business developments, acquisitions, or new

offerings;

•significant data breaches, disruptions to, or other incidents involving our business;

•lawsuits threatened or filed against us;

•sales of large blocks of our Class A common stock, including sales by our executive officers and directors;

•price and volume fluctuations in the overall stock market;

•changes in senior management or key personnel;

•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

short sales, hedging, and other derivative transactions involving our capital stock;

•changes in the anticipated future size and growth rate of our market; and

•general economic and market conditions.

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and

continue to affect the market prices of equity securities of many companies. These fluctuations have often been

unrelated or disproportionate to the operating performance of those companies. Broad market and industry

fluctuations, as well as general economic, political, regulatory, and market conditions, such as recessions, interest

rate changes, or international currency fluctuations, may also negatively impact the market price of our Class A

common stock. In the past, companies that have experienced volatility in the market price of their securities have

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been subject to securities class action litigation. We may be the target of this type of litigation in the future, which

could result in substantial expenses and divert our management’s attention.

Some provisions of Delaware law and our amended and restated certificate of incorporation and amended and

restated bylaws may deter third parties from acquiring us and diminish the value of our Class A common stock.

Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions

that could delay or prevent a change in control of our company. These provisions could also make it difficult for

stockholders to elect directors who are not nominated by current members of our board of directors or take other

corporate actions, including effecting changes in our management. These provisions:

•establish a classified board of directors so that not all members of our board of directors are elected at one

time;

•permit only the board of directors to establish the number of directors and fill vacancies on the board;

•provide that directors may only be removed “for cause” and only with the approval of two-thirds of our

stockholders;

•following the first date after the date on which the outstanding shares of our Class B common stock

represent less than a majority of the combined voting power of our then-outstanding Class A common stock

and Class B common stock entitled to vote generally in the election of directors (the “Voting Threshold

Date”), require super-majority voting to amend some provisions in our amended and restated certificate of

incorporation and amended and restated bylaws;

•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a

stockholder rights plan;

•prohibit cumulative voting;

•following the Voting Threshold Date, provide that our stockholders will only be able to take action at a

meeting of stockholders and not by written consent;

•provide that only the chairperson of our board of directors, the chief executive officer, or our board of

directors acting pursuant to a resolution adopted by a majority of the whole board of directors will be

authorized to call a special meeting of stockholders; and

•establish advance notice requirements for nominations for election to our board of directors or for

proposing matters that can be acted upon by stockholders at annual stockholder meetings.

These and other provisions in our amended and restated certificate of incorporation, our amended and restated

bylaws, and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of

our board of directors or initiate actions that are opposed by our then-current board of directors, including actions to

delay or impede a merger, tender offer, or proxy contest involving Neptune. The existence of these provisions could

negatively affect the price of our Class A common stock and limit opportunities for you to realize value in a

corporate transaction.

In addition, until the Voting Threshold Date, we have opted out of Section 203 of the DGCL, which prohibits a

publicly held Delaware corporation from engaging in a business combination transaction with an interested

stockholder for a period of three years after the interested stockholder became such unless the transaction fits within

an applicable exemption, such as board approval of the business combination or the transaction which resulted in

such stockholder becoming an interested stockholder.

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Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum

for certain litigation that may be initiated by our stockholders and the federal district courts of the U.S. as the

exclusive forum for litigation arising under the Securities Act, which could limit our stockholders’ ability to

obtain a favorable judicial forum for disputes with us.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of

Delaware is the exclusive forum (or, if, and only if, the Court of Chancery of the State of Delaware lacks subject

matter jurisdiction, any state court located within the State of Delaware or, if, and only if, all such state courts lack

subject matter jurisdiction, the federal district court for the District of Delaware) for the following types of actions or

proceedings under Delaware statutory or common law: any derivative action, suit, or proceeding brought on our

behalf; any action, suit, or proceeding asserting a breach of a fiduciary duty; any action, suit, or proceeding asserting

a claim against us arising pursuant to the DGCL, our amended and restated certificate of incorporation, or bylaws;

any action, suit, or proceeding as to which the DGCL confers jurisdiction; or any action, suit, or proceeding

asserting a claim against us that is governed by the internal affairs doctrine. The provisions would not apply to suits

brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which

the U.S. federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent

jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal

courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the

threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated

certificate of incorporation provides that the federal district courts of the United States of America will be the

exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Investors

cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Accordingly,

given the provision in Section 22 of the Securities Act for concurrent jurisdiction by federal and state courts, there is

uncertainty as to whether a court would enforce this forum selection provision with respect to claims arising under

the Securities Act.

We believe these provisions may benefit us by providing increased consistency in the application of Delaware

law and federal securities laws by chancellors and judges, as applicable, who are particularly experienced in

resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums

and protection against the burdens of multi-forum litigation. These choice of forum provisions may limit a

stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors,

officers, or other employees. While the Delaware courts have determined that such choice of forum provisions are

facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against us,

our directors, officers, or other employees in a venue other than in the federal district courts of the United States of

America. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive

forum provisions of our amended and restated certificate of incorporation. This may require significant additional

costs associated with resolving such action in other jurisdictions, and there can be no assurance that the provisions

will be enforced by a court in those other jurisdictions.

If a substantial number of shares become available for sale and are sold in a short period of time, the market

price of our Class A common stock could decline.

As of March 31, 2026, we had 94,868,326 shares of Class A common stock outstanding, and 12,766,392 shares

of Class A common stock issuable upon exercise of outstanding equity awards or settlement of RSUs.

Certain of our outstanding shares of common stock are deemed “restricted securities,” as that term is defined

under Rule 144 of the Securities Act. In addition, in connection with this offering, we expect the selling

stockholders, our directors and executive officers, and certain other holders of our common stock to enter into lock-

up agreements with the underwriters restricting the sale of their shares for 90 days following the date of this

prospectus, subject to certain exceptions.

Following the expiration of these lock-up restrictions, such shares will be eligible for sale in the public market,

subject to compliance with Rule 144 under the Securities Act. Sales under Rule 144 by our affiliates or persons

selling shares on behalf of our affiliates are subject to certain manner of sale, volume limitation, and notice

provisions, and to the availability of current public information about us.

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Further, pursuant to our registration rights agreement, dated October 2, 2025, certain holders of our Class A

common stock can, subject to certain conditions, require us to file registration statements for the public resale of

shares of our Class A common stock or to include such shares in registration statements that we may file for us or

other stockholders. See the section titled “Description of Capital Stock — Registration Rights” in this prospectus for

additional information regarding these registration rights.

Sales of a substantial number of shares of our common stock upon the expiration of the lock-up restrictions

described above or pursuant to the exercise of registration rights, or the perception that such sales may occur, could

cause the market price of our Class A common stock to decline or make it more difficult for you to sell your Class A

common stock at a time and price that you deem appropriate.

We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on

your investment will depend on appreciation in the price of our Class A common stock.

While we have paid dividends in the past, we do not currently intend to pay any cash dividends for the

foreseeable future. We expect to retain future earnings, if any, to repay debt and to fund the development and growth

of our business. As a result, you may only receive a return on your investment in our Class A common stock if the

market price of our Class A common stock increases.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking statements. All

statements contained in this prospectus or the documents incorporated by reference herein other than statements of

historical fact, including statements regarding our future results of operations, financial position, market size and

opportunity, our business strategy and plans, the factors affecting our performance and our objectives for future

operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,”

“anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if”

and similar expressions are intended to identify forward-looking statements. We have based these forward-looking

statements largely on our current expectations and projections about future events and trends that we believe may

affect our financial condition, results of operations, business strategy, short-term and long-term business operations

and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties

and assumptions, including those described in the sections titled “Risk Factors” starting on page 35 and included in

our Annual Report and our Q1 Quarterly Report, respectively, each incorporated by reference herein. Moreover, we

operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not

possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the

extent to which any factor, or combination of factors, may cause actual results to differ materially from those

contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions,

the future events and trends discussed in this prospectus may not occur and actual results could differ materially and

adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements

contained in this prospectus include, but are not limited to, statements about:

•our ability to protect and enforce our intellectual property;

•our ability to effectively manage and sustain our rapid growth, which may place significant demands on our

resources, systems and personnel;

•adverse NFIP developments that create challenges for private insurers;

•the impact of slower housing market activity, especially in areas needing flood coverage, due to various

general economic and other factors;

•our ability to attract and retain talent, including highly skilled engineers, data scientists, and other technical

professionals;

•our reliance on third parties for critical functions such as processing policyholder payments and mailing

policy documents and notices;

•the highly competitive industry in which we operate;

•our reliance on the accuracy and performance of our AI-powered Triton platform, for underwriting and data

modeling;

•developments and projections relating to advancements in AI, our competitors, and our industry;

•our ability to successfully launch additional products or expand our product offerings, including into new

domestic and international markets;

•our ability to apply technology effectively in driving value for our policyholders through technology-based

solutions;

•the impact of current and future laws and regulations, especially those related to insurance regulations;

•potential cybersecurity risks with respect to our or our vendors’ information processing systems;

•the continued development and liquidity of a market for our common stock; and

•other risks and uncertainties, including those listed under the caption “Risk Factors.”

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We caution you that the foregoing list may not contain all of the forward-looking statements made in this

prospectus.

You should not rely upon forward-looking statements as predictions of future events. The events and

circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that

the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,

levels of activity, performance or achievements. All written and oral forward-looking statements attributable to us,

or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as

other cautionary statements that are made from time to time in our other SEC filings and public communications.

You should evaluate all forward-looking statements made in this prospectus in the context of these risks and

uncertainties. The forward-looking statements included in this prospectus are made only as of the date hereof.

Except as required by law, we do not intend to update any of these forward-looking statements after the date of this

prospectus or to conform these statements to actual results or revised expectations.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the

SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual

future results, levels of activity, performance and events and circumstances may be materially different from what

we expect.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of our Class A common stock by the selling stockholders in this

offering (including any proceeds from the sale of our Class A common stock that such selling stockholders may sell

pursuant to the underwriters’ option to purchase additional shares of our Class A common stock). The selling

stockholders will receive all of the proceeds from the sale of shares of our Class A common stock by such selling

stockholders. The selling stockholders have agreed to reimburse us for certain of our expenses relating to this

offering in excess of $75,000.

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DIVIDEND POLICY

While we have paid dividends in the past, we do not currently intend to pay any cash dividends on our common

stock and we currently expect to retain any future earnings, if any, to repay debt and to fund the development and

growth of our business. Any future determination to pay dividends on our common stock will be at the discretion of

our board of directors and will depend upon, among other factors, our financial condition, operating results,

earnings, current and anticipated liquidity and capital requirements, plans for expansion, level of indebtedness,

contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general

business conditions, and other factors that our board of directors may deem relevant in making such a determination.

See “Risk Factors — Risks Relating to this Offering and Ownership of our Common Stock— We do not intend to pay

dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend

on appreciation in the price of our Class A common stock.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2026, on:

•an actual basis; and

•an as adjusted basis to give effect to (i) the sale of shares of our Class A common stock by the selling

stockholders in this offering, and (ii) the Share Repurchase.

The selling stockholders are selling all of the shares of Class A common stock to be sold in this offering. We

will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders,

including any proceeds from the sale of shares of Class A common stock that such selling stockholders may sell

pursuant to the underwriters’ option to purchase additional Class A common stock.

The selling stockholders have agreed to reimburse us for certain of our expenses relating to this offering, in

excess of $75,000.

You should read this information together with the section titled “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes

thereto in our Annual Report, and our unaudited interim consolidated financial statements and related notes thereto

in our Q1 Quarterly Report, each incorporated by reference herein.


	As of March 31, 2026
(In thousands, except per share data)	Actual	As Adjusted
Cash and cash equivalents(1) .....................................................................................	$10,542	$
Debt(2) .......................................................................................................................	227,000
Preferred stock, $0.00001 par value per share, 20,000,000 shares authorized and no shares issued and outstanding, actual; 20,000,000 shares authorized and no shares issued and outstanding, as adjusted ...........................................................	—
Stockholders’ equity (deficit):
Class A common stock, $0.00001 par value per share, 428,422,036 shares authorized and 94,868,326 shares issued and outstanding, actual; 428,422,036 shares authorized and shares issued and outstanding, as adjusted .....	1
Class B common stock, $0.00001 par value per share, 51,577,964 shares authorized and 43,435,000 shares issued and outstanding, actual; 51,577,964 shares authorized and 43,435,000 shares issued and outstanding, as adjusted .....	—
Accumulated deficit .................................................................................................	(507,002)
Additional paid-in capital .........................................................................................	293,643
Total stockholders’ deficit ........................................................................................	(213,358)
Total capitalization ...................................................................................................	$24,184	$

__________________

(1)As adjusted cash and cash equivalents, does not reflect reimbursement by the selling stockholders of any portion of the $148,212 in

expenses related to this offering that we incurred and paid prior to March 31, 2026, or any other expenses relating to this offering incurred

and paid, or expected to be incurred and paid, by us after March 31, 2026, or the reimbursement of any portion thereof by the selling

stockholders.

(2)As adjusted debt, does not reflect our payment of $5,000,000 of our outstanding revolving loan balance after March 31, 2026, using cash

generated from our operations.

The number of shares of our Class A common stock and Class B common stock to be outstanding after this

offering and the Share Repurchase is based on 138,303,326 shares of our common stock outstanding on March 31,

2026, consisting of 94,868,326 shares of our Class A common stock and 43,435,000 shares of our Class B common

stock, and excludes:

•8,588,904 shares of our Class A common stock issuable upon the exercise of outstanding vested stock

options granted under our Amended and Restated 2025 Stock Plan, with a weighted average exercise price

of $5.80 per share;

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•4,177,488 shares of our Class A common stock issuable upon settlement of certain restricted stock units

granted under our 2025 Equity Incentive Plan;

•1,945,845 shares of our Class A common stock reserved for future issuance under our 2025 Equity

Incentive Plan; and

•1,484,444 shares of Class A common stock reserved for future issuance under our 2025 Employee Stock

Purchase Plan.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment and change

of control arrangements and indemnification arrangements described in “Executive Compensation” and the

registration rights described in “Description of Capital Stock — Registration Rights,” the following is a description

of each transaction since January 1, 2023, and each currently proposed transaction in which:

•we have been or are to be a participant;

•the amount involved exceeds $120,000; and

•any of our directors, executive officers, or holders of more than 5% of our capital stock, or any immediate

family member of or person sharing the household with any of these individuals, had or will have a direct

or indirect material interest.

Neptune Holdings Corporate Reorganization

On April 10, 2025, we completed an internal corporate reorganization pursuant to which, after giving effect to

the corporate reorganization, Neptune Flood became a direct, wholly-owned subsidiary of Neptune Holdings. See

“Prospectus Summary — Corporate Structure.” As part of our corporate reorganization, each issued and outstanding

share of common stock of Neptune Flood prior to giving effect to the reorganization was converted into one share of

common stock of Neptune Holdings and each issued and outstanding share of convertible preferred stock prior to

giving effect to the reorganization was converted into one share of convertible preferred stock of Neptune Holdings,

in each case on a 1:1 basis. As a result of our corporate reorganization, each stockholder of Neptune Flood became a

stockholder of Neptune Holdings, holding the same proportional equity interests and voting power as of immediately

prior to our corporate reorganization. In connection with our corporate reorganization, Neptune Holdings also

assumed the Amended and Restated 2019 Stock Plan and amended and restated the plan in its entirety in the form of

our Pre-IPO 2025 Plan. The assumption of these agreements did not result in any changes to the terms, conditions,

or fair value of the shares. The other liabilities of Neptune Flood were not assumed by Neptune Holdings in our

corporate reorganization and therefore continue to be obligations of Neptune Flood, and the assets of Neptune Flood

were not transferred to Neptune Holdings and continue to be assets of Neptune Flood.

Pre-IPO Dividend

On April 10, 2025, our Board approved a cash dividend in the aggregate amount of $175 million, payable to

holders of our then outstanding common stock and redeemable, convertible preferred stock of record as of April 10,

2025. The dividend was funded from the proceeds of our expanded credit facility and was paid on April 10, 2025.

Convertible Preferred Stock Financing

On May 10, 2023, Neptune Flood sold an aggregate of 41,850,000 split-adjusted shares of convertible preferred

stock, at a split-adjusted purchase price of $5.495 per share for an aggregate purchase price of $230 million, to BSIV

102. In connection with the IPO, the shares of convertible preferred stock automatically converted into an aggregate

of 41,850,000 shares of Class A common stock. BSIV 102 was a joint venture between Bregal Sagemount and FTV

Capital, each of which beneficially owns more than 5% of our outstanding capital stock. Bregal Sagemount is

affiliated with Blair J. Greenberg and FTV Capital is affiliated with Mike Vostrizansky, members of our board of

directors. BSIV 101, FTV VII, FTV-NE Aggregator and Growth VII-Centre, the distributees of BSIV 102, are

entitled to specified registration rights. For additional detail on registration rights and equity holdings, see

“Description of Capital Stock — Registration Rights” and “Principal and Selling Stockholders,” respectively.

Stock Transfers and Acquisitions

On June 26, 2024, the Ann J Albert 2021 Irrevocable Grantor Trust, the James D Albert 2021 Irrevocable

Grantor Trust FBO Emily Polk Albert Goldman, and the James D Albert 2021 Irrevocable Grantor Trust FBO Laura

Elizabeth Albert Duckworth (together, the “Albert Trusts”), collectively a greater than 5% beneficial owner of our

common stock, sold an aggregate of 4,732,000 split-adjusted shares of our outstanding common stock for a split-

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adjusted purchase price of $6.84 per share to FTV-NE Aggregator, a greater than 5% beneficial owner of our

common stock, in a private transaction, pursuant to the terms of a stock purchase agreement.

On November 1, 2024, FTV-NE Aggregator transferred 1,461,620 split-adjusted shares of our outstanding

common stock to its affiliated fund, Growth VII-Centre, for $10 million.

Charles River Data

From January 1, 2022, through April 30, 2024, Neptune Flood received consulting services for software

development and data analytics from a Boston-based data science consulting firm, Charles River Data, in which Mr.

Burgess, our Chief Executive Officer and Chairman of our board of directors, held a 20% equity interest. During

the years ended December 31, 2022, 2023, and 2024, Neptune Flood made payments to Charles River Data of

$0.3 million, $0.8 million and $0.4 million, respectively.

In May 2024, Neptune Flood hired all of the employees of Charles River Data through individual employment

arrangements.

Investors’ Rights, Voting, and Right of First Refusal Agreements

In May 2023, in connection with the convertible preferred stock financing, Neptune Flood entered into, and as

part of the corporate reorganization, Neptune Holdings assumed all rights and obligations under, an amended and

restated stockholders agreement, dated as of May 10, 2023, as amended (the “Pre-IPO Stockholders Agreement”)

with BSIV 102 and certain holders of our common stock containing, among other things, certain voting rights, board

designation rights, tag-along and drag-along rights, rights of first refusal, transfer restrictions, equity purchase rights,

and a commitment to enter into a registration rights agreement with BSIV 102 in connection with our initial public

offering. Pursuant to the Pre-IPO Stockholders Agreement, at the closing of the IPO, we entered into a registration

rights agreement (the “registration rights agreement”), with BSIV 101, FTV VII, FTV-NE Aggregator and Growth

VII-Centre, the distributees of BSIV 102. The parties to the Pre-IPO Stockholders Agreement included entities

affiliated with Mr. Burgess, the Albert Trusts, and BSIV. The Pre-IPO Stockholders Agreement terminated upon the

closing of the IPO, except with respect to our obligation to enter into the registration rights agreement, which is

more fully described in “Description of Capital Stock — Registration Rights.” Since January 1, 2023, we have

waived our right of first refusal in connection with the sale of certain shares of our capital stock. See the section

titled “Principal and Selling Stockholders” for additional information regarding beneficial ownership of our capital

stock.

Lease Agreement

In February 2021, Neptune Flood and TRB Rents, LLC (“TRB”), a Florida limited liability company, entered

into a commercial lease agreement (the “Lease Agreement”) for Neptune’s commercial office space in

St. Petersburg, Florida. Trevor Burgess and Jonathan Carlon, Neptune Flood’s Director of Corporate Development

and a member of our board of directors, are TRB’s managing members. The Lease Agreement is a month-to-month

lease with a monthly rent of $12,000 per month. During the years ended December 31, 2023, 2024, and 2025,

Neptune Flood paid $144,000, $144,000 and $144,000, respectively, in rent expense to TRB.

Executive Compensation and Employment Arrangements

Please see “Executive Compensation” in our Proxy Statement, which is incorporated by reference herein, for

information on compensation arrangements with our executive officers, including stock option grants and

agreements with executive officers.

Limitation of Liability and Indemnification of Directors and Officers

See “Certain Relationships and Related Party Transactions — Indemnification Agreements with our Directors

and Officers” in our Proxy Statement, which is incorporated by reference herein, for information on our

indemnification arrangements with our directors and executive officers.

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Other Transactions

To facilitate the Class B Stock Exchange, we entered into an exchange agreement (the “Class B Exchange

Agreement”) with Mr. Burgess and entities affiliated with Mr. Burgess, pursuant to which, upon the Effective Time,

43,435,000 shares of our outstanding Class A common stock beneficially owned by Mr. Burgess as of the Effective

Time were automatically exchanged for an equivalent number of newly issued shares of our Class B common stock.

Pursuant to the Class B Exchange Agreement, the Company also agreed to be responsible for any filing fees and

related costs and expenses incurred in connection with the Hart-Scott-Rodino Antitrust Improvements Act of 1976,

as amended, in connection with the consummation of the Class B Stock Exchange. In addition, we entered into the

Class B Equity Exchange Agreement with Mr. Burgess pursuant to which, following the completion of the IPO,

Mr. Burgess has a right (but not an obligation), to require us to exchange any shares of Class A common stock

received by Mr. Burgess upon the exercise, vesting, and/or settlement of certain equity awards held by Mr. Burgess

for an equivalent number of shares of Class B common stock. As of the date of this prospectus, there were 8,142,964

shares of our Class A common stock subject to equity awards held by Mr. Burgess that may become exchangeable

for an equivalent number of shares of our Class B common stock.

Review, Approval or Ratification of Transactions with Related Parties

We have adopted a written related person transactions policy that our executive officers, directors, nominees for

election as a director, beneficial owners of more than 5% of our common stock and any members of the immediate

family of and any entity affiliated with any of the foregoing persons are not permitted to enter into a material related

person transaction with us without the review and approval of our audit committee or a committee composed solely

of independent directors in the event it is inappropriate for our audit committee to review such transaction due to a

conflict of interest. The policy provides that any request for us to enter into a transaction with an executive officer,

director, nominee for election as a director, beneficial owner of more than 5% of our common stock or with any of

their immediate family members or affiliates, in which the amount involved exceeds $120,000 will be presented to

our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit

committee will consider the relevant facts and circumstances available and deemed relevant to the audit committee,

including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to

an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in

the transaction. Our related party transactions policy is available on the Investor Relations page of our website at

www.investors.neptuneflood.com.

Prior to our adoption of a written related party transactions policy, our board of directors reviewed and

approved any transaction where a director or officer had a financial interest, including all of the transactions

described above. Prior to approving such a transaction, the material facts as to a director’s or officer’s relationship or

interest as to the agreement or transaction were disclosed to our board of directors. Our board of directors would

take this information into account when evaluating the transaction and in determining whether such transaction was

fair to our company and in the best interest of all of our stockholders.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table presents information as to the beneficial ownership of our common stock as of March 31,

2026, and as adjusted to reflect the selling stockholders’ sale of Class A common stock in this offering and the Share

Repurchase, by:

•each stockholder known by us to be the beneficial owner of more than 5% of our outstanding common

stock;

•each of our directors;

•each of our named executive officers;

•all selling stockholders; and

•all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares

over which a person exercises sole or shared voting or investment power. Unless otherwise indicated below, to our

knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to

all shares beneficially owned by them, subject to community property laws where applicable. Shares of our common

stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2026, are

deemed to be outstanding and to be beneficially owned by the person holding such securities for the purpose of

computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing

the percentage ownership of any other person.

Percentage ownership of our common stock is based on 138,303,326 shares of our common stock outstanding

on March 31, 2026, consisting of 94,868,326 shares of our Class A common stock and 43,435,000 shares of our

Class B common stock. Percentage ownership of our common stock after the offering (assuming no exercise of the

underwriters’ option to purchase additional shares) also assumes the foregoing and assumes the sale of 8,355,615

shares of Class A common stock by the selling stockholders in this offering and our purchase of 835,561 shares of

Class A common stock in the Share Repurchase. Unless otherwise indicated, the address of each of the individuals

and entities named below is c/o Neptune Insurance Holdings Inc., 400 6th Street S, Suite 2, St. Petersburg, Florida

33701.


	Shares Beneficially Owned Before the Offering and the Share Repurchase					Shares Beneficially Owned After the Offering and the Share Repurchase
	Class A Common Stock		Class B Common Stock		% of Total Voting Power†	Class A Common Stock		Class B Common Stock		% of Total Voting Power†
Name of Beneficial Owner	Shares	%	Shares	%	% of Total Voting Power†	Shares	%	Shares	%	% of Total Voting Power†
Greater than 5% Stockholders and Selling Stockholders:
Entities affiliated with Bregal Sagemount(1) ..	19,530,472	20.6%	—	—	3.7%	15,633,987	16.6%	—	—	3.0%
Entities affiliated with FTV Capital(2) ...........	22,350,631	23.6%	—	—	4.2%	17,891,501	19.0%	—	—	3.4%
Entities affiliated with Trevor Burgess(3) .......	100,000	*	43,435,000	100.0%	82.1%	100,000	*	43,435,000	100%	82.2%
Entities affiliated with James D. Albert(4) .....	13,751,814	14.5%	—	—	2.6%	13,751,814	14.6%	—	—	2.6%

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	Shares Beneficially Owned Before the Offering and the Share Repurchase					Shares Beneficially Owned After the Offering and the Share Repurchase
	Class A Common Stock		Class B Common Stock		% of Total Voting Power†	Class A Common Stock		Class B Common Stock		% of Total Voting Power†
Name of Beneficial Owner	Shares	%	Shares	%	% of Total Voting Power†	Shares	%	Shares	%	% of Total Voting Power†
Entities affiliated with Jonathan Carlon(5) .....................................	5,110,000	5.4%	—	—	1.0%	5,110,000	5.4%	—	—	1.0%
Named Executive Officers and Directors:
Trevor Burgess(3)(6) .........................	100,000	*	49,595,000	100.0%	84.0%	100,000	*	49,595,000	100.0%	84.1%
Jim Steiner(7) ...................................	3,944,550	4.2%	—	—	*	3,944,550	4.2%	—	—	*
Matt Duffy(8) ...................................	1,255,500	1.3%	—	—	*	1,255,500	1.3%	—	—	*
Jonathan Carlon(5)(9) ........................	5,690,000	6.0%	—	—	1.1%	5,690,000	6.1%	—	—	1.1%
Blair J. Greenberg ..........................	—	—	—	—	—	—	—	—	—	—
Cristian Melej .................................	20,000	*	—	—	*	20,000	*	—	—	*
Mike Vostrizansky(2) ......................	23,000	*	—	—	*	23,000	*	—	—	*
All executive officers and directors as a group (7 persons) ...................................	11,033,050	11.6%	49,595,000	100.0%	85.8%	11,033,050	11.7%	49,595,000	100.0%	85.9%

__________________

*Represents less than 1%.

†Percentage of total voting power represents voting power with respect to all shares of common stock, as a single class. Each share of Class

A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share.

(1)Consists of 19,530,472 shares of Class A common stock held by BSIV 101. BSIV 101 is managed by BSIV Hold 101 GP, LLC (“BSIV 101

GP”), its general partner, which is managed by Bregal Sagemount IV General Partner Jersey Limited (“Bregal GP”), its sole member, which

is managed by a board of directors and is ultimately 100% owned by Gene Yoon. Bregal Sagemount Management LP, which is majority

owned by Gene Yoon, is registered as an SEC Relying Advisor of Bregal Investments, Inc., an SEC Registered Investment Advisor. Bregal

Sagemount Management LP is the investment advisor to BSIV 101. Gene Yoon, as managing director of Bregal Sagemount Management

LP may be deemed to have or share beneficial ownership of the Class A common stock held directly by BSIV 101. The address of BSIV,

BSIV 101, BSIV 101 GP, Bregal Sagemount Management LP and Bregal Investments, Inc. is 200 Park Avenue, 45th Floor, New York, NY

10166. The address of Bregal GP is Second Floor, Windward House, La Route de la Liberation, St. Helier, Jersey JE2 3BQ, Channel

Islands.

(2)Consists of (a) 14,556,518 shares of Class A common stock held by FTV VII; (b) 6,434,159 shares of Class A common stock held by FTV-

NE Aggregator; and (c) 1,359,954 shares of Class A common stock held by Growth VII-Centre. FTV-NE Aggregator is managed by FTV

VII, its sole member, which is managed by FTV Management VII, L.P. (“FTV Management”), its general partner, which is managed by

FTV VII GP, L.L.C. (“FTV VII GP”), its general partner. Growth VII-Centre is managed by FTV Management, its general partner. Michael

Vostrizansky, a member of our Board, is a member of the investment committee of FTV Management, which directs investments by and the

disposition of investments of FTV VII. The address of FTV-NE Aggregator, Growth VII-Centre, FTV VII, FTV Management and FTV VII

GP is 601 California Street, Floor 19, San Francisco, CA 94108.

(3)Consists of (a) 25,039,000 shares of Class B common stock held by Trevor R. Burgess, Trustee of the Burgess Family SLAT, u/a/d March

26, 2025 (the “Burgess Family SLAT”); (b) 17,885,000 shares of Class B common stock held by Jonathan W. Meyer and David J.

Rectenwald, Co-Trustees of the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025 (the “Burgess Irrevocable Trust”); and

(c) 100,000 shares of Class A common stock and 511,000 shares of Class B common stock held by Trevor R. Burgess, Trustee of the Trevor

R. Burgess Revocable Trust, u/a/d September 30, 2024, which are affiliated with Mr. Burgess, our Chief Executive Officer and Chairman of

our Board. Each of the three trusts holds sole voting power over its respective shares of Class B common stock. By virtue of his relationship

with the Burgess Irrevocable Trust, Mr. Burgess is deemed to have an indirect beneficial interest in the shares of Class B common stock

held by the Burgess Irrevocable Trust. Mr. Burgess disclaims beneficial ownership of the shares held by the Burgess Irrevocable Trust.

(4)Consists of (a) 9,420,156 shares of Class A common stock held by James D. Albert, as trustee of the Ann J. Albert Irrevocable Grantor

Trust, dated June 9, 2021 (“Albert Irrevocable Grantor Trust”); (b) 2,165,829 shares of Class A common stock held by Emily Polk Albert

Goldman, as trustee of the James D. Albert 2021 Irrevocable Grant Trust FBO Emily Polk Albert Goldman, dated February 23, 2021

(“Trust FBO E. Albert Goldman”); and (c) 2,165,829 shares of Class A common stock held by Laura Elizabeth Albert Duckworth, as

trustee of the James D. Albert 2021 Irrevocable Grant Trust FBO Laura Elizabeth Albert Duckworth, dated February 23, 2021 (“Trust FBO

L. Albert Duckworth”). Emily Polk Albert Goldman and Laura Elizabeth Albert Duckworth are children of James D. Albert. Each of the

three trusts holds sole voting power over its respective shares of Class A common stock. The address of Albert Irrevocable Grantor Trust is

390 Coffee Pot Riviera NE, St. Petersburg, FL 33704. The address of Trust FBO E. Albert Goldman is 355 15th Ave. NE, St. Petersburg,

FL 33704. The address of Trust FBO L. Albert Duckworth is 1315 Wilton Ln, Kirkwood, MO 63122.

(5)Consists of (a) 4,599,000 shares of Class A common stock held by Jonathan Carlon and Steve Wynne, as trustees of the JWC Irrevocable

Trust; and (b) 511,000 shares of Class A common stock held by Jonathan Carlon and Alexis Carlon, as trustees of the Carlon Family Trust,

dated May 7, 2024. Each of the two trusts holds sole voting power over its respective shares of Class A common stock.

(6)Includes 6,160,000 shares of Class B common stock issuable to Mr. Burgess in accordance with the Class B Equity Exchange Agreement in

exchange for 6,160,000 shares of Class A common stock issuable upon exercise of stock options held by Mr. Burgess, that are exercisable

within 60 days of April 17, 2026.

(7)Consists of (a) 3,730,000 shares of Class A common stock held by James Steiner, as trustee of the Living Trust of James Edward Steiner

(“Steiner Living Trust”), of which 475,000 shares of Class A common stock are pledged as collateral to secure certain personal

indebtedness of Mr. Steiner; (b) 95,500 shares of Class A common stock subject to options held by Mr. Steiner that are exercisable within

60 days of April 17, 2026; and (c) 119,050 shares of Class A common stock purchased by the Steiner Living Trust through the Company’s

directed share program in connection with the IPO.

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(8)Consists of (a) 1,160,000 shares of Class A common stock held by Mr. Duffy, which are pledged as collateral to secure certain personal

indebtedness of Mr. Duffy; and (b) 95,500 shares of Class A common stock subject to options held by Mr. Duffy that are exercisable within

60 days of April 17, 2026.

(9)Includes 580,000 shares of Class A common stock held by Mr. Carlon.

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DESCRIPTION OF CAPITAL STOCK

The following description summarizes the most important terms of our capital stock. Because it is only a

summary, it does not contain all the information that may be important to you, and the descriptions herein are

qualified by reference to our amended and restated certificate of incorporation and amended and restated bylaws.

For a complete description, you should refer to our amended and restated certificate of incorporation, amended and

restated bylaws and registration rights agreement, which are included as exhibits to the registration statement of

which this prospectus forms a part, and to the applicable provisions of Delaware law.

Capital Stock

Authorized Capital Stock

Our amended and restated certificate of incorporation provides for two classes of common stock: Class A

common stock and Class B common stock. Our authorized capital stock consists of 500,000,000 shares, each with a

par value of $0.00001 per share, of which:

•428,422,036 shares are designated as Class A common stock;

•51,577,964 shares are designated as Class B common stock; and

•20,000,000 shares are designated as undesignated preferred stock.

As of March 31, 2026, there were 138,303,326 shares of our common stock outstanding, consisting of

94,868,326 shares of our Class A common stock and 43,435,000 shares of our Class B common stock, held by 20

stockholders of record, and no shares of our preferred stock outstanding. Our board of directors is authorized,

without stockholder approval except as required by the listing standards of the NYSE, to issue additional shares of

our capital stock.

Voting Rights

Holders of our Class A common stock are entitled to one vote per share, and the holders of our Class B common

stock are entitled to ten votes per share. The holders of our common stock will generally vote together as a single

class on all matters (including the election of directors) submitted to a vote of our stockholders, unless otherwise

required by the DGCL or our amended and restated certificate of incorporation.

The DGCL could require holders of our common stock to vote separately as a single class in the following

circumstances:

•if we amended our amended and restated certificate of incorporation to increase or decrease the par value of

the shares of a class of stock, then the holders of the shares of that class would be required to vote

separately to approve the proposed amendment;

•if we amended our amended and restated certificate of incorporation in a manner that altered or changed the

powers, preferences, or special rights of the shares of a class stock so as to affect them adversely, then the

holders of the shares of that class would be required to vote separately to approve the proposed amendment.

Our amended and restated certificate of incorporation and amended and restated bylaws establish a classified

board of directors that is divided into three classes with staggered three-year terms. Only the directors in one class

are subject to election by a plurality of the votes cast at each annual meeting of our stockholders, with the directors

in the other classes continuing for the remainder of their respective three-year terms. Our amended and restated

certificate of incorporation does not provide for cumulative voting for the election of directors.

Dividends

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of

outstanding shares of our common stock are entitled to receive dividends out of funds legally available at the times

and in the amounts that our board of directors may determine.

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Liquidation Rights

Upon our liquidation, dissolution, or winding-up, the assets legally available for distribution to our stockholders

would be distributable ratably among the holders of our Class A common stock and Class B common stock and any

participating preferred stock outstanding at that time, subject to any preferential or other rights, if any, on any

outstanding shares of preferred stock.

Conversion

Each outstanding share of our Class B common stock is convertible at any time at the option of the holder into

one share of Class A common stock.

In addition, each share of our Class B common stock will convert automatically into one share of our Class A

common stock upon any transfer, whether or not for value, except for certain permitted transfers described in our

amended and restated certificate of incorporation. Each share of our Class B common stock will also convert

automatically into one share of our Class A common stock upon the earlier of:

•twelve months following the death or disability of Mr. Burgess; or

•the first trading day on or after such date that the outstanding shares of our Class B common stock represent

less than 5% of the then-outstanding common stock.

Either such period may be extended to eighteen months upon affirmative approval of a majority of the

independent directors. Once converted into Class A common stock, the Class B common stock will not be reissued.

Shares of Class A common stock are not convertible into any other class of our capital stock.

Future transfers of our Class B common stock by the holders of our Class B common stock will result in the

corresponding shares of our Class B common stock converting into shares of our Class A common stock, other than

transfers to a “permitted transferee”, which includes:

•a trust for the benefit of Mr. Burgess, provided Mr. Burgess or his permitted transferees do not receive

consideration in exchange for the transfer (other than as a settlor or beneficiary of such trust);

•a trust for the benefit of persons other than Mr. Burgess, provided Mr. Burgess or his permitted transferees

do not receive consideration in exchange for the transfer;

•a trust under the terms of which Mr. Burgess or his family members have retained a “qualified interest”

within the meaning of Section 2702(b)(1) of the Code and/or a reversionary interest;

•Mr. Burgess’s estate, any one or more of Mr. Burgess’s family members, or any revocable or irrevocable

trust for the primary benefit of Mr. Burgess or one or more of Mr. Burgess’s family members;

•any charitable organization, private foundation, supporting organization, donor advised or donor directed

fund, or any other charitable fund or similar entity established by Mr. Burgess;

•an Individual Retirement Account, as defined in Section 408(a) of the Code, or a pension, profit sharing,

stock bonus, or other type of plan or trust of which Mr. Burgess or his permitted transferees are participants

or beneficiaries and which satisfies the requirements for qualification under Section 401 of the Code; or

•a corporation, partnership, or limited liability company owned or controlled, directly or indirectly, by Mr.

Burgess or his permitted transferees, in each case, so long as Mr. Burgess, his family members, or a trustee

of a trust described above retain sole dispositive power and voting control with respect to the shares of our

Class B common stock.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and are not subject to conversion (except as described

above), redemption, or sinking fund provisions.

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Fully Paid and Non-Assessable

All of the outstanding shares of our common stock are fully paid and non-assessable.

Preferred Stock

All of our previously outstanding shares of convertible preferred stock were converted into Class A common

stock, and there are no authorized shares of convertible preferred stock. We have no shares of convertible preferred

stock outstanding. Under the terms of our amended and restated certificate of incorporation, our board of directors

has the authority, without further action by our stockholders, to issue up to 20,000,000 shares of preferred stock in

one or more series, to establish from time to time the number of shares to be included in each such series, to fix the

designation, vesting, powers (including voting powers), preferences and relative, participating, optional, or other

rights (and the qualifications, limitations or restrictions thereof), and to increase or decrease the number of shares of

any such series, but not below the number of shares of such series then outstanding.

Our board of directors may authorize the issuance of preferred stock with voting, dividend rights, liquidation

rights, redemption rights, or conversion rights that could adversely affect the voting power or other rights of the

holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with

possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring,

or preventing a change of control of our company and may adversely affect the market price of our Class A common

stock and the voting and other rights of the holders of our common stock. We have no current plans to issue any

shares of preferred stock.

Options

As of March 31, 2026, pursuant to our Amended and Restated 2025 Stock Plan, we had outstanding options to

purchase an aggregate of 8,588,904 shares of our Class A common stock, with a weighted average exercise price of

$5.80 per share, all of which are fully vested.

Registration Rights

In connection with the IPO, we entered into a registration rights agreement with BSIV 101 and FTV VII, FTV-

NE Aggregator and Growth VII-Centre (together with FTV VII and FTV-NE Aggregator, the “FTV Entities” and

together with BSIV 101, the “RRA Investors”). Under this agreement, the RRA Investors and certain of their

permitted transferees have certain registration rights relating to certain shares of our Class A common stock held by

them. The registration of such shares of our Class A common stock through the exercise of such registration rights

would enable the RRA Investors to sell such shares without restriction under the Securities Act at such time as the

applicable registration statement with respect to the resale of those shares is declared effective, following the

expiration or termination of any applicable lock-up restrictions.

The registration rights agreement provides for both demand and piggyback registration rights, including the

ability to request shelf registrations and underwritten offerings, subject to specified minimum size thresholds and

frequency limitations. The FTV Entities may register up to 14,556,518 shares of Class A common stock and BSIV

101 may register up to 20,350,595 shares of Class A common stock under the registration rights agreement,

including the shares offered by the selling stockholders pursuant to this prospectus.

Class A common stock held by any RRA Investor will cease to constitute registrable securities under the

registration rights agreement at the earliest of such time as (i) such common stock is sold under an effective

registration statement, (ii) such common stock is sold pursuant to Rule 144 of the Securities Act, (iii) such common

stock has been otherwise transferred and delegended and can thereafter be sold without registration, (iv) with respect

to any RRA Investor, when such RRA Investor beneficially owns less than 1% of our then-outstanding Class A

common stock and all such shares are eligible to be sold without limitation under Rule 144 in any 90-day period

thereunder, and (v) with respect to each of BSIV 101 and the FTV Entities, respectively, when such RRA Investors

have sold up to their maximum number of shares registrable under the registration rights agreement pursuant to their

demand or piggyback registration rights.

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The RRA Investors will pay any fees and expenses, as well as underwriting discounts and commissions,

incurred by them with respect to any registration effected under the terms of the registration rights agreement, and,

other than with respect to any piggyback registration, the reasonable expenses incurred by or on behalf of the

Company in connection with any such registration in excess of $75,000, subject to certain limitations and

exceptions, including any other selling stockholders being required to bear their portion of such expenses on a

ratable basis. In an underwritten offering, the underwriters have the right, subject to specified conditions, to limit the

number of shares such holders may include. In addition, in connection with this offering, each RRA Investor has

agreed that they will not, subject to limited exceptions, directly or indirectly sell, dispose of or hedge any shares of

our Class A common stock or any securities convertible into or exchangeable or exercisable for shares of our Class

A common stock for a period of 180 days after the date of this prospectus. See the section titled “Underwriting” for

additional information.

Form S-1 Demand Registration Rights

Certain holders of our Class A common stock are entitled to certain demand registration rights. At any time

beginning 180 days after the date of the IPO prospectus (which period has lapsed), the RRA Investors may request

that we register the resale of all or a portion of their shares on a registration statement on Form S-1, so long as the

shares registered on such resale registration statement are anticipated to have an aggregate offering price of no less

than $200 million.

Form S-3 Demand Registration Rights

At any time beginning one year after the date of the IPO, the RRA Investors will be entitled to request that we

resale registration statement are anticipated to have an aggregate offering price of no less than $200 million. If such

a request is made, then the RRA Investors will have the right to demand underwritten Form S-3 registrations,

including underwritten block trades, from time to time, so long as such underwritten registrations are anticipated to

have an aggregate offering price of no less than $50 million. We will not be required to initiate more than 4 such

registrations in any 12-month period, or more than 1 such registration in any calendar quarter.

Piggyback Registration Rights

After the date of the IPO, in the event that we propose to register any of our securities under the Securities Act,

either for our own account or for the account of other stockholders, the RRA Investors are entitled to certain

Neptune Insurance Holdings Inc. S-1