As filed with the Securities and Exchange Commission on ~~September~~May 211, ~~2025~~2026.

Registration No. 333-

UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

~~_____________________________________~~SECURITIES AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~S-1REGISTRATION~~D.C. ~~STATEMENTUnderThe Securities Act of 1933~~20549

~~_____________________________________~~FORM S-1

~~NEPTUNE~~REGISTRATION ~~INSURANCE HOLDINGS INC.(Exact name of registrant as specified in its charter)~~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 ~~2St. Petersburg, Florida 33701(727) 202-4815(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~2

~~_____________________________________~~St. Petersburg, Florida 33701

~~Trevor BurgessChief Executive OfficerNeptune Insurance Holdings Inc. 400 6th Street S, Suite 2St. Petersburg, Florida 33701~~(727) 202-4815~~(Name, address, including zip code, and telephone number, including area code, of agent for service)~~

~~_____________________________________~~(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~~SullivanMark ~~James~~MushkinAlbert ~~D. Evans Mark Mushkin Albert Vanderlaan Orrick~~VanderlaanOrrick, Herrington & Sutcliffe LLPThe Orrick ~~Building~~Building405 ~~405~~ Howard ~~Street~~StreetSan ~~San~~ Francisco, CA 94105 (415) 773-5700 Joseph A. ~~Hall~~HallPedro ~~Pedro~~ J. ~~Bermeo~~BermeoSteven ~~Davis~~J. GlendonDavis Polk & Wardwell LLP450 Lexington ~~Avenue~~AvenueNew ~~New~~ York, NY ~~10017~~10017United ~~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~~Act ~~462(b)~~of ~~under the Securities Act~~1933, 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 afiled ~~post-effective~~to ~~amendment~~register ~~filed~~additional securities for an offering pursuant to Rule 462(cb) 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~~If bythis ~~check~~Form ~~mark whether the registrant~~ is a ~~large accelerated filer, an accelerated filer, a non~~post-~~accelerated~~effective ~~filer,~~amendment afiled ~~smaller~~pursuant ~~reporting~~to ~~company,~~Rule 462(c) under ~~or an emerging growth company. See~~ the ~~definitions~~Securities ~~of “large accelerated filer~~Act,” ~~“accelerated~~check ~~filer,”~~the ~~“smaller~~following ~~reporting~~box ~~company,”~~ and ~~“emerging~~list ~~growth company” in Rule 12b-2 of~~ the ~~Exchange~~ 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 ☐~~

~~_____________________________________~~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.

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.

Table of Contents

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~~registration ~~(Subject~~statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to ~~Completion)Issued ,~~sell ~~2025~~

~~Shares~~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

~~This~~offering isand ~~the~~will ~~initial~~not ~~public~~receive ~~offering~~any of ~~shares~~the proceeds from the sale of our Class A common stock ofbeing ~~Neptune~~sold ~~Insurance~~by ~~Holdings~~the ~~Inc.~~selling ~~and no public market currently exists for our shares~~stockholders.

~~The selling stockholders identified in this prospectus are offering shares of our Class A common stock.~~ We ~~will~~intend ~~not~~to bepurchase ~~selling~~from ~~any shares in this offering and will not receive any of~~ the ~~proceeds~~underwriters ~~from~~835,561 ~~the~~shares ~~sale~~ of our Class A common stock ~~being~~at ~~sold~~a byprice ~~the~~per ~~selling~~share ~~stockholders.~~equal Weto ~~anticipate that~~ the ~~initial~~price ~~public~~per ~~offering~~share ~~price~~to ~~will~~ be ~~between~~paid ~~$ and~~by ~~$ per share.~~

~~Upon completion of this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of~~ the ~~holders~~underwriters ~~of Class A common stock and Class B common stock are identical, except with respect~~ to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters, except as otherwise set forth in this prospectus or as required by applicable law. Each outstanding share of Class B common stock is convertible into one share of Class A common stock and will convert automatically upon the ~~occurrence~~selling ~~of certain events~~stockholders. ~~See~~The “Description of Capital Stock — Class A Common Stock and Class B Common Stock — Conversion.” Outstanding shares of Class B common stock will represent approximately % of the voting power of our outstanding capital stock immediately following this offering (or approximately % of the total combined voting power of our outstanding common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). Upon completion of this offering, our Chief Executive Officer and Chairman of our Board of Directors, Trevor Burgess, will ~~beneficially~~not ~~own~~receive ~~approximately %~~any ofcompensation ~~the~~for ~~voting power of our outstanding voting securities (or approximately % of~~ the ~~voting power of our outstanding voting securities if the underwriters exercise in full their option to purchase additional~~ shares of our Class A common stock) ~~and~~being werepurchased will be a “controlled company” within the meaning of the listing rules of the NYSE. As a result, we will qualify for, and intend to 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 “Management — Controlled Company Exemption” and “Risk Factors — Risks Relating to our Organizational Structure — We are a ‘controlled company’ within the meaning of the NYSE rules and, as a result, qualify for, and will 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 an “emerging growth company” as defined under the federal securities laws. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

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

~~We are applying to list our Class A common stock on the NYSE under the symbol “NP~~offering.~~” Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 28 of this prospectus.~~

~~_______________________~~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 ..........................................................................................................................................................	$	$	$

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds 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

~~(1) See~~price ~~the~~per ~~section~~share ~~titled~~to ~~“Underwriting”~~be ~~for~~paid aby ~~description of~~ the ~~compensation~~underwriters ~~payable~~ to the ~~underwriters~~selling stockholders.

~~The~~(2)See ~~selling~~the ~~stockholders~~section ~~have~~titled ~~granted~~“Underwriting” ~~the~~for ~~underwriters~~a ~~the~~description ~~right~~of tothe ~~purchase~~compensation uppayable to anthe ~~additional shares~~underwriters. ofThe ~~Class A~~underwriters ~~common~~will ~~stock~~not ~~from~~receive ~~the~~any ~~selling~~discount ~~stockholders~~or tocommission ~~cover~~on ~~over-allotments,~~the ~~if any.~~

~~At our request~~835, ~~the underwriters have reserved % of the~~ 561 shares of our Class A common stock tothat bewe ~~offered~~expect byto ~~the~~repurchase ~~selling~~from ~~stockholders under this prospectus for sale, at~~ the ~~initial~~underwriters ~~public~~in ~~offering price, to directors, officers, employees, business associates and related persons of Neptune. See~~ the ~~section~~share ~~titled “Underwriting — Directed Share Program” for additional information~~repurchase.

~~Neither~~The ~~the~~selling ~~Securities~~stockholders ~~and Exchange Commission nor any other regulatory body~~ have ~~approved~~granted orthe ~~disapproved~~underwriters ofthe ~~these~~right ~~securities~~to orpurchase ~~passed~~up ~~upon~~to ~~the~~an ~~accuracy~~additional or1,253,342 ~~adequacy~~shares of ~~this~~Class A ~~prospectus.~~common ~~Any~~stock ~~representation to the contrary is a criminal offense.~~

~~The~~from ~~underwriters expect to deliver~~ the ~~shares~~selling ~~of Class A common stock against payment in New York, New York on or about , 2025~~stockholders.

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

~~Joint~~upon ~~Book-Runners~~the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

~~Morgan~~The ~~Stanley~~underwriters ~~J.P.~~expect ~~Morgan~~to ~~BofA~~deliver ~~Securities~~the ~~BMO~~shares ~~Capital~~of ~~Markets~~Class A ~~Goldman~~common ~~Sachs~~stock &against ~~Co.~~payment ~~LLC~~in ~~Evercore~~New York, ~~ISI~~New York ~~Deutsche~~on ~~Bank~~or ~~Securities Keefe~~about , ~~Bruyette & Woods A Stifel Company Mizuho Piper Sandler Raymond James TD Securities~~

~~Co-ManagerDowling & Partners Securities LLC~~2026.

~~_______________________~~Joint Book-Runners Morgan Stanley J.P. Morgan Goldman Sachs & Co. LLC

Table of Contents

Table of Contents

Table of Contents

TABLE OF CONTENTS

		Page
Market and Industry Data		iv
Select Defined Terms		v
Prospectus Summary		1
Risk Factors		28
Special Note Regarding Forward-Looking Statements		64
Use of Proceeds		66
Dividend Policy		67
Capitalization		68
Dilution		70
Management’s Discussion and Analysis of Financial Condition and Results of Operations		72
Business		94
Management		116
Executive Compensation		122
Certain Relationships and Related Party Transactions		135
Principal and Selling Stockholders		138
Description of Capital Stock		141
Shares Eligible for Future Sale		147
Certain Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Our Class A Common Stock		149
Underwriting		153
Legal Matters		163
Change in Accountants		163
Experts		164
Where You Can Find Additional Information		164
Index to Consolidated Financial Statements		F-1

_______________________

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 , 2025 (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.

Table of Contents

~~TRADEMARKS,~~TABLE ~~TRADE~~OF ~~NAMES AND SERVICE MARKS~~CONTENTS

“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.


	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.

Table of Contents

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 ~~contains certain financial measures, including Adjusted EBITDA~~ and ~~Adjusted~~the ~~EBITDA~~documents ~~margin,~~incorporated ~~that are not required~~ by, orreference ~~prepared~~herein incontain ~~accordance~~certain ~~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” 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 also includes certain key performance indicators,~~ including ~~revenue~~Adjusted ~~per employee~~EBITDA, Adjusted EBITDA ~~per employee~~margin, ~~premium~~Adjusted innet ~~force~~income, ~~policies~~Adjusted inEBITDA ~~force,~~(basic ~~policy retention rate, premium 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 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.”

~~iii~~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.

Table of Contents

MARKET AND INDUSTRY DATA

This prospectus ~~contains estimates~~ and ~~information concerning our industry, our business, and~~ the ~~market~~documents ~~for~~incorporated 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~~reference ~~third~~herein ~~parties.~~contain ~~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 section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

~~The~~concerning ~~source~~our ofindustry, ~~certain~~our ~~statistical data~~business, ~~estimates,~~ and ~~forecasts contained in this prospectus are~~ the ~~following~~market ~~industry~~for ~~publications~~our orproducts ~~reports~~and ~~that~~solutions, ~~have~~including ~~been~~our ~~prepared~~general ~~by independent third parties:~~

~~• Federal~~expectations ~~Emergency~~of ~~Management~~our ~~Agency~~market position, ~~“FEMA~~market ~~Exercises~~growth ~~Borrowing~~forecasts, ~~Authority~~our ~~for~~market ~~National Flood Insurance Program~~opportunity,” ~~February 10,~~and ~~2025~~size ~~(accessed~~of onthe ~~May 25,~~markets ~~2025);~~in

~~• National~~which ~~Association~~we ~~of Insurance Commissioners~~participate, ~~Tableau~~that ~~dashboard~~are ~~(accessed~~based on ~~May 25~~industry publications, ~~2025);~~surveys, and reports that have been prepared by

~~• Congressional~~independent ~~Budget~~third ~~Office,~~parties. ~~“Federal~~This ~~Spending~~information ~~for~~involves ~~Flood~~assumptions ~~Adaptations,”~~and ~~September 30~~limitations, ~~2024~~and ~~(accessed~~you onare ~~May 25,~~cautioned ~~2025);~~not to give

~~• First~~undue ~~Street~~weight ®,to ~~“First~~these ~~Street~~estimates. ~~Foundation~~Although ~~releases~~we ~~new~~have ~~data~~not ~~disclosing~~independently verified the ~~flood~~accuracy ~~risk~~or completeness of ~~every home in~~ the ~~contiguous U.S.,” June 29, 2020 (accessed on May 25, 2025);~~

~~• Federal~~data ~~Emergency~~contained ~~Management~~in ~~Agency,~~these ~~OpenFEMA~~industry ~~Dataset:~~publications, ~~FIMA~~surveys, ~~NFIP~~and ~~Redacted~~reports, ~~Policies — v2~~we ~~(accessed~~believe onthe ~~May 25~~publications, ~~2025);~~surveys, and reports

~~• U.S. Government~~are ~~Accountability~~generally ~~Office~~reliable, ~~“Flood~~although ~~Insurance:~~such ~~FEMA’s~~information ~~New~~is ~~Rate-Setting~~inherently ~~Methodology~~subject ~~Improves~~to ~~Actuarial~~uncertainties ~~Soundness~~and ~~but~~imprecision. ~~Highlights~~The ~~Need~~industry ~~for Broader Program Reform,” July 31, 2023 (accessed on May 25, 2025);~~

~~• Federal~~in ~~Emergency~~which ~~Management~~we ~~Agency,~~operate ~~“National~~is ~~Flood~~subject ~~Insurance~~to ~~Program~~a ~~Continues~~high todegree ~~Pay~~of ~~Interest~~uncertainty onand ~~its~~risk ~~Treasury~~due ~~Debt,”~~to ~~October 24,~~a ~~2023~~variety ~~(accessed~~of ~~on May 25~~factors, ~~2025);~~including those

~~• Federal~~described ~~Emergency~~in ~~Management~~the ~~Agency,~~sections titled “Risk ~~Rating~~Factors” ~~2.0~~beginning ~~(accessed~~ on ~~May 25,~~page ~~2025);~~35 of this prospectus and in our Annual Report and

~~• California~~our ~~Department~~Q1 ofQuarterly ~~Insurance~~Report, ~~“Earthquake~~each ~~Premium~~incorporated ~~and~~by ~~Policy~~reference ~~Count~~herein. ~~Data~~These ~~Call,~~and ~~Summary~~other offactors ~~2023~~could ~~Residential~~cause ~~Totals”~~results ~~(accessed~~to ondiffer ~~May 25, 2025);~~

~~• United States~~materially ~~Census~~from ~~Bureau,~~those ~~QuickFacts:~~expressed ~~California~~in ~~(accessed~~these onpublications ~~May 25, 2025);~~ and reports.

~~• United States~~The ~~Government~~source ~~Accountability~~of ~~Office,~~certain ~~“Better~~statistical ~~Planning~~data, ~~and~~estimates, ~~Analysis Needed to Address Current~~ and ~~Future~~forecasts ~~Flood~~contained ~~Hazards,”~~in ~~October 2021~~this ~~(accessed~~prospectus onare ~~May 25,~~the ~~2025).~~following

ivindustry 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).

Table of Contents

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.~~

~~“2024~~stockholders ~~Credit Agreement” means that certain Credit Agreement, dated as~~ of ~~June 13, 2024, by and among~~ Neptune Flood, ~~the~~on ~~other loan parties party thereto from time to time~~April 24, ~~the lenders party thereto from time to time, and JPMorgan Chase Bank, N~~2019.~~A., as administrative agent.~~

“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.

“as of April 10, 2025, ~~Plan”~~by ~~means~~and ~~our~~among ~~2025~~Neptune ~~Equity~~Holdings, ~~Incentive~~Neptune ~~Plan.~~Flood, the other loan parties party thereto from time

~~“AGI”~~to ~~means artificial general intelligence~~time, ~~which refers to~~ the ~~hypothetical~~lenders ~~ability~~party ofthereto anfrom ~~intelligent~~time ~~computer~~ to ~~understand~~time, orand ~~learn~~JPMorgan ~~any~~Chase ~~intellectual~~Bank, ~~task that a human being can~~N.A., ~~AGI~~as isadministrative ~~a theoretical stage in AI development that has likely not yet been achieved~~agent.

“~~AI”~~2025 ~~means~~Equity ~~artificial~~Incentive ~~intelligence. As discussed herein, the term “AI~~Plan” ~~refers~~means toour ~~the~~2025 ~~broad~~Equity ~~discipline~~Incentive ~~concerned with developing systems capable of performing tasks that traditionally require human intelligence (including~~Plan, ~~but~~which ~~not~~was ~~limited~~adopted ~~to,~~by ~~natural~~our ~~language~~board ~~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~~directors ~~and~~on ~~Restated~~September ~~2019~~19, ~~Stock Plan” means the 2019 Stock Plan~~2025, asand ~~amended~~approved ~~and~~by ~~restated~~our stockholders on ~~each~~September ~~of May 8~~21, ~~2023~~2025, and ~~November 10,~~which ~~2023.~~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.

“ASC” means accounting standard codification.

“Biggert-Waters Act” means the Biggert-Waters Flood Insurance Reform Act of 2012.

“Bonus Plan” means our Incentive Bonus Plan, which was adopted by our board of directors on , 2025.

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

“BSIV 101” means BSIV Hold ~~102~~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.~~

~~“CCPA”~~agent ~~means~~to ~~the~~underwrite, ~~California Consumer Privacy Act~~manage, asand ~~amended~~take byinsurance ~~the~~risk ~~California~~related ~~Privacy~~to ~~Rights~~insurance ~~Act~~policies.

“Charles River Data” means Charles River Data LLC.

“Class B Equity Exchange Agreement” means the equity exchange right agreement to be entered into between the Company and Trevor Burgess, our Chief Executive Officer and Chairman of our board of directors, 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. 3

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“Class B Exchange Agreement” means the exchange agreement to be entered into among the Company, Mr. Burgess and entities affiliated with Mr. Burgess, pursuant to which, upon the Effective Time, all of the outstanding shares of our Class A common stock beneficially owned by Mr. Burgess as of the Effective Time will be exchanged for an equivalent number of newly issued shares of our Class B common stock.

“Class B Stock Exchange” means the exchange of all of the outstanding shares of Class A common stock beneficially owned by Mr. Burgess as of the Effective Time for an equivalent number of newly issued shares of our Class B common stock in accordance with the Class B Exchange Agreement.

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

“Congress” means the United States Congress.

“DGCL” means the Delaware General Corporation Law.

“~~Dodd-Frank~~Effective ~~Act~~Time” means the ~~Dodd-Frank~~time ~~Wall~~of ~~Street~~effectiveness ~~Reform~~of the filing of our amended and ~~Consumer~~restated ~~Protection~~certificate ~~Act.~~of

~~“E&S”~~incorporation ~~means~~with ~~excess~~the ~~and~~Secretary ~~surplus~~of State of the State of Delaware in connection with the IPO.

“Effective Time” means the time of effectiveness of the filing of our amended and restated certificate of incorporation, to be in effect upon the consummation of this offering, with the Secretary of State of the State of Delaware.

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

“ESPP” means our 2025 Employee Stock Purchase Plan.

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

“FASB” means the Financial Accounting Standards Board.

“FDIC” means the Federal Deposit Insurance Corporation.

“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.~~

~~“FTC”~~fiscal ~~means~~year are to the ~~United~~twelve months ~~States~~ended ~~Federal~~on ~~Trade~~that ~~Commission~~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.

“~~GLBA~~Growth VII-Centre” means ~~the~~Growth ~~Gramm~~VII-~~Leach-Bliley~~Centre, ~~Act~~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~~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.

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

~~Table~~data ofand ~~Contents~~enhance their performance over time without explicit programming for each specific task. Machine learning

“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”.

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.

“~~Pre-IPO~~Proxy ~~2025 Plan~~Statement” means ~~the~~our ~~Amended~~definitive ~~and~~proxy ~~Restated~~statement ~~2019~~on ~~Stock~~Schedule ~~Plan,~~14A asfiled ~~assumed~~with bythe ~~Neptune~~SEC ~~Holdings~~on ~~and amended and restated as of~~ April 10 17, ~~2025.~~

“Pre-IPO Stockholders Agreement” means the amended and restated stockholders agreement, by and among Neptune Flood and certain of its stockholders party thereto, dated as of May 10, 2023, as amended2026.

“~~R&D~~Q1 Quarterly Report” means ~~research~~our ~~and~~Quarterly ~~development.~~Report on Form 10-Q for the quarter ended March 31, 2026, filed

~~“reinsurance~~with ~~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~~SEC inon ~~exchange~~April ~~for reinsurance premiums~~29, ~~while the insurer continues to issue policies to policyholders~~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.

“TPAs” means third-party administrators.

“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~~outstanding ~~board~~shares of ~~directors”~~our ~~means~~Class ~~the~~B ~~total~~common ~~number~~stock ofrepresent ~~authorized~~less ~~directors~~than ona ~~the~~majority ~~board~~ of ~~directors of~~ the ~~Company,~~combined ~~whether~~voting orpower ~~not~~of ~~there~~our ~~exist any vacancies in previously authorized directorships.~~

~~“written~~then-outstanding ~~loss~~Class ~~ratio”~~A ~~means~~common astock ~~ratio,~~and ~~expressed~~Class asB acommon ~~percentage,~~stock ~~of,~~entitled ~~(i) for any given period of time, (1) the losses actually incurred (or expected~~ to bevote ~~incurred)~~generally 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~~election ~~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 otherwisedirectors.

~~vii~~“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 read the entire prospectus carefully before making an investment in our common stock. You should carefully consider, among other things, our audited consolidated financial statements and unaudited interim condensed consolidated financial statements and related notes and the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Some of the statements in this prospectus are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

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.~~

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, 2024, we achieved 40.6% organic revenue growth, 29.0% net income margin, and 60.4% Adjusted EBITDA margin and for the six months ended June 30, 2025, we achieved 32.3% organic revenue growth, 30.2% net income margin and 59.3% Adjusted EBITDA margin.

~~Neptune was founded to solve~~ the ~~inefficiencies~~way ~~and~~homeowners ~~poor product-market fit we saw in the traditional flood insurance market, which we believe represents a significant~~ and ~~underpenetrated~~businesses ~~opportunity.~~protect ~~According~~against to the ~~American~~growing ~~Housing~~risks ~~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~~flooding. 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~~offer 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~~range ~~that is shifting with the NFIP’s recent 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 easy-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 that we have generated through our operations, provides a key early-~~mover advantage in addressing all of these challenges and disrupting the industry.~~

~~With~~purchase ~~Neptune’s~~residential ~~use of AI, our technology platform,~~ and ~~our~~commercial ~~data-driven approach, we believe we have delivered the promise of disrupting the~~ insurance ~~industry.~~products — including ~~Not~~primary only have our innovation efforts delivered vastly 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~~excess ~~value~~flood 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

1insurance, and parametric earthquake insurance — distributed through a nationwide network of agencies. Neptune

~~Table~~does ofnot ~~Contents~~take any balance sheet insurance risk or have claims handling responsibility relating to the policies we sell.

~~years~~We ofunderwrite ~~proprietary data derived from our business operations, positions us to optimize pricing determinations~~ and ~~compete~~administer ~~for~~the ~~existing~~issuance ~~NFIP~~of ~~policyholders~~insurance inpolicies aon ~~way~~behalf ~~that~~of ~~would be challenging for~~ a ~~new~~diverse ~~entrant~~panel toof ~~replicate~~insurance ~~until it is able to generate, or otherwise gain access to, comparable claims~~ and ~~performance data.~~

~~Technology~~reinsurance ~~and~~companies, ~~data~~whom ~~science~~we ~~are~~refer ~~the~~to ~~foundation~~as ofcapacity ~~Neptune’s~~providers, ~~business~~that ~~model,~~manage ~~driving~~both ~~our~~this ~~three~~risk ~~core~~and ~~pillars:~~the associated claims

~~• Our~~handling. ~~Underwriting~~From day ~~Engine: Our entirely digital underwriting engine~~one, ~~Triton,~~we ~~uses~~have ~~advanced~~built ~~technology,~~our ~~including~~business ~~proprietary~~on AIa ~~and~~foundation MLof ~~models,~~advanced ~~without~~data ~~any~~science ~~human underwriters, to assess risk with speed~~ and ~~precision. Powered by predictive analytics and loss estimation~~AI, ~~Triton~~leveraging has enabled Neptune’s policies to consistently outperform the NFIP in written loss ratio despite 21 landfall hurricanes — including four of the ten largest flood events in U.S. history — taking place since Neptune’s founding.

~~• Our~~proprietary ~~Risk~~ML ~~Relationships: Our risk relationships are built on performance and trust~~algorithms, ~~and~~which wehas ~~currently~~led ~~have~~to 33superior ~~capacity~~underwriting ~~providers~~results, ~~including~~outsized ~~26 reinsurance providers~~growth, ~~backing~~recurring ~~7 distinct insurance programs to help minimize concentration risk while delivering consistent returns. In turn~~revenue, ~~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~~robust ~~Distribution: Our~~margins, ~~distribution~~including ~~strategy~~delivering isa ~~primarily~~lifetime ~~focused~~written onloss ~~deep~~ratio ~~partnerships across agencies with tens~~ of ~~thousands~~just of24.7% ~~agents~~to ~~who benefit from the ease-of-use of~~ our ~~automated~~capacity ~~underwriting~~providers ~~platform, seamless API integrations, instantaneous bindable quotes and proprietary Agent Portal. We believe this is a meaningful departure~~ from ~~industry norms and makes~~ our ~~approach to distribution attractive to the agents we work with.~~

~~The~~inception ~~three~~through ~~pillars above interlock~~June 30, ~~creating a powerful and reinforcing loop~~ 2025. ~~Unlike~~In ~~traditional insurance underwriting that historically relied on humans~~addition, ~~static~~for ~~models,~~the ~~and~~year ~~infrequent~~ended ~~adjustments~~December 31, ~~we leverage an iterative approach that allows us to consistently and rapidly integrate new data and models into our underwriting engine~~2025, 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~~achieved ~~offer coverages our policyholders want, enhancing the ability for our agency partners to easily sell policies while expanding our distribution and reach~~33.7% ~~The~~organic ~~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 attractive, recurring, fee-based~~ revenue ~~model derived from two primary sources: commissions paid by capacity providers~~growth, ~~and fees paid by policyholders~~23. ~~Commissions are calculated as a negotiated percentage of premium for each policy. As of June 30, 2025, our average commission rates have increased by more than~~ 4% ~~since~~net ~~2018~~income margin, asand ~~capacity providers continue to recognize our superior underwriting performance~~59.5% ~~Given~~Adjusted ~~our~~EBITDA ~~high retention rates to date~~margin, weand ~~believe that we have a high degree of visibility into our future revenue streams. For example,~~ for the ~~six-month~~three ~~period~~months ended ~~June 30, 2025, our eligible policy and premium retention rates at renewal were 85.8% and 98.9%, respectively.~~

AsMarch ~~of December~~ 31, ~~2018~~2026, ~~the end of our first full year of operations,~~ we ~~had $4.4 million of premium in force with one insurance program. As of December 31, 2024, we have~~ achieved ~~remarkable growth~~28. ~~Since 2018, our premium in force has increased at a CAGR of 99~~8% toorganic ~~$277.6 million as of December 31, 2024. For the year ended December 31, 2024, we generated $119.3 million in~~ revenue, ~~$34.6 million in net income~~growth, ~~and $72~~19.~~1 million in Adjusted EBITDA. This translates to $2.3 million in revenue per employee and $1.~~4 ~~million in Adjusted EBITDA per employee, a 29.0~~% net income margin and ~~a 60~~57.4% Adjusted EBITDA margin. In addition, for the six months ended June 30, 2025, we generated $71.4 million in revenue, $21.6 million in net income, and $42.4 million in Adjusted EBITDA, which translates to a 30.2% net income margin and a 59.3% Adjusted EBITDA margin. For the twelve months ended June 30, 2025, we generated $136.7 million in revenue, $45.3 million in net income, and $82.4 million in Adjusted EBITDA, which translates to $2.5 million in revenue per employee and $1~~.5 million in Adjusted EBITDA per employee, a 33.1~~% ~~net income margin and a 60.3%~~ Adjusted EBITDA margin. Our Adjusted EBITDA margin has consistently exceeded 50% 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, 2024, increased by $34.4 million, or 40.6%, year-over-year, primarily due to the increased number of renewals in our portfolio and an active 2024 hurricane season. For the year ended December 31, 2024, we also generated net cash provided by operating activities of $49.9 million. As of June 30, 2025, we had negative book value per share due to

2EBITDA margin.

~~Table~~Neptune ofwas ~~Contents~~founded to solve the inefficiencies and poor product-market fit we saw in the traditional flood

~~our~~insurance ~~history of paying dividends to our stockholders~~market, which ~~have~~we ~~been~~believe ~~financed~~represents ~~through~~ a ~~combination~~significant ~~of debt~~ and ~~redeemable,~~underpenetrated ~~convertible preferred stock financings and cash flows generated from our business operations~~opportunity. ~~Since~~According ~~inception, we have made dividend payments~~ to ~~our~~the ~~stockholders totaling approximately $605 million.~~

~~Our~~American ~~Unique~~Housing Survey and the Energy Information Administration, ~~Data-Driven~~there ~~Approach~~are over 100 million residential and

~~Data~~commercial ~~science~~buildings isin ~~our~~the ~~guiding principle~~U.S., ~~driving~~many ~~innovation~~of ~~that~~which weface ~~believe~~flood ~~enables~~risk, usyet toonly ~~deliver~~a ~~fast~~small ~~and~~fraction ~~accurate insurance solutions that~~ are ~~policyholder-centric,~~covered ~~more~~by ~~efficient~~flood ~~for our agents, and that deliver consistent underwriting profits for our capacity providers.~~

~~Our~~insurance. ~~internally-developed and proprietary technology platforms include Triton~~Today, ~~our~~the ~~underwriting~~largest ~~engine,~~provider ~~and~~of ~~Poseidon,~~flood ~~our~~insurance ~~policy~~in ~~management~~the ~~system, which are closely integrated~~ United States — and ~~easy~~the toholder ~~use. The key features~~ of ~~our~~the ~~data~~majority ~~science approach that underpin our platforms include:~~

~~• Precise~~market ~~Pricing~~share — is ~~Models: Our models leverage advanced ML and data analysis to evaluate flood risks at~~ the ~~individual~~National ~~property~~Flood ~~level.~~Insurance ~~By incorporating real-time data~~Program, ~~including~~a ~~from geospatial mapping as well as predictive analytics, we deliver competitive, risk-adjusted pricing that reflects the unique risk of each property~~U. ~~The precision of this data~~S. government-~~driven~~run ~~approach~~entity ~~empowers us to offer instant underwriting decisions~~ and ~~bindable quotes at scale, with a level of intention and sophistication in~~ our ~~risk~~main ~~selection that we believe sets us apart in the industry and that results in a high degree of predictability in our business outcomes~~competitor.

~~• Automation~~We ~~and~~believe ~~Efficiency: We~~purchasing ~~operate~~insurance ~~with~~from the ~~mantra~~NFIP ofis ~~“automating~~relatively ~~everything.”~~burdensome ~~We constantly focus on reducing manual processes across our operations~~ and ~~enabling~~time-consuming ~~our~~for ~~team~~policyholders ~~to concentrate on more complex~~ and ~~high-value tasks.~~

~~• Scalability: Our~~agents, ~~emphasis~~and onthat ~~automation~~its inlimited ~~our~~product ~~technology~~offerings ~~infrastructure~~often ~~allows~~fail us to ~~process~~meet ~~tens~~policyholder ofneeds. ~~thousands~~In ~~of quotes daily~~addition, ~~providing~~ the ~~scale~~NFIP ~~necessary~~has ~~for rapid growth and market expansion without a proportional increase in headcount.~~

~~• Agility: Our~~historically ~~platform~~received ~~has~~substantial ~~demonstrated~~government asubsidies ~~great~~that ~~degree~~have ofenabled ~~flexibility,~~it ~~seamlessly~~to ~~incorporating~~limit ~~new~~premiums ~~perils and geographies over time in response~~ to ~~the~~rates ~~evolving~~that ~~needs~~have ofbeen ~~policyholders and agency partners.~~

3challenging for private flood insurance providers to compete with, a dynamic that is shifting with the NFIP’s 2021

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

~~• Ease~~also ofhistorically ~~Use: Our~~been ~~platforms~~constrained ~~are~~by ~~designed~~regulatory ~~with~~barriers, a ~~focus~~lack 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 ainnovation ~~Neptune quote is automatic and instantaneous for agents via our API~~expertise, ~~allowing seamless cross-sell opportunities alongside standard home~~ and ~~business~~limited ~~insurance~~access ~~quotes. This ease of use and quote-~~to~~-issue~~ ~~process differentiates Neptune from traditional insurance providers and has been a key driver of our success.~~

~~Triton~~sufficient ~~and~~claims ~~Poseidon were built entirely in-house by our Neptune Engineering Group. These platforms are powered by ML models centered around our vast proprietary datasets, which are developed~~ and ~~maintained~~performance ~~by the in-house Neptune Data Science Group and are generated from~~ data ~~collected~~to ~~through~~optimize ~~the~~pricing ~~operation of our business, including quote requests, the policies we have bound,~~ and ~~the~~underwriting ~~losses incurred on the policies we have sold~~decisions. ~~Triton~~We ~~processes~~believe ~~over~~that 20,000 quotes on a typical day. As of June 30, 2025, Triton has provided approximately 29.7 million quotes, underwritten 11.9 million properties, and bound 1.1 million policies across the U.S. since inception, providing Neptune’s ~~with what we believe is the largest flood insurance sales and claims database outside of the NFIP.~~

~~Our~~position ~~systems~~as ~~continually update and constantly learn and improve from~~ the ~~expansive~~first ~~datasets~~scaled ~~generated~~private ~~by our daily operations, helping us stay ahead of the curve in understanding~~ flood ~~risk. In June 2025~~platform, weincluding ~~released~~ the ~~514th~~years ~~product version~~ of ~~our~~claims ~~underwriting~~and ~~model,~~performance ~~demonstrating~~data ~~our~~we ~~commitment~~have ~~to continued improvements.~~

~~From~~generated athrough ~~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. historyoperations, ~~our~~provides ~~Triton underwriting platform has delivered~~ a ~~lifetime~~key ~~written~~early-mover ~~loss~~advantage ~~ratio of just 24.7% from our inception through June 30, 2025. For example,~~ in ~~2024,~~addressing ~~Hurricane~~all ~~Helene devastated parts~~ of ~~Florida~~these ~~and~~challenges 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 18% while the NFIP announced a written loss ratio of between 163% and ~~188%. At the time of the storm, we had approximately 74,000 policies in force in the affected states of Florida, North Carolina, and Tennessee.~~

Indisrupting 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 82.9% for the ~~six months ended June 30, 2024, to 85~~industry.~~8% for the six months ended June 30, 2025.~~

~~Altogether,~~With ~~our~~Neptune’s ~~data~~use ~~science capabilities underpin the stability~~ of ~~our earnings to date~~AI, ~~driving a premium retention rate of~~ our ~~policies~~technology ~~in a renewal term that has exceeded 97% for each of the last 4 years. As our business grows~~platform, ~~this~~and ~~strong retention rate has resulted in a larger share of~~ our ~~portfolio~~data-driven ~~consisting of tenured policyholders. As of June 30~~approach, ~~2025,~~we ~~68.5%~~believe ofwe ~~our~~have ~~premium in force was associated with policies in a renewal term, and these policies accounted for 62.9% of our policies in force.~~

4delivered the promise of disrupting the insurance industry. Not only have our innovation efforts delivered vastly

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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.

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 Act, 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 recent introduction of “Risk Rating 2.0,” discussed in more detail below.

Today, the NFIP insures approximately 3.7 million properties and collects approximately $4.1 billion in annual premiums, with an average annual premium of $1,100 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, 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

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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.

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.

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

~~Our~~policy ~~automated~~management ~~underwriting~~(Poseidon) ~~engine~~platforms, ~~Triton, is at the core of everything~~ we ~~do.~~have ~~Our~~also ~~use~~demonstrated ofsuperior ~~the latest ML technology, advanced data science, AI, and behavioral economics allows us to execute key underwriting 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.~~

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

~~(1) We~~underwriters, ~~had~~Neptune ~~approximately~~has ~~27,021~~redefined ~~policies~~how inflood ~~force~~insurance incan ~~states~~be ~~with~~underwritten, ~~flood~~creating ~~insurance~~value ~~claims~~for ~~related~~policyholders toand ~~Hurricane Ida.~~

~~(2) We~~agents ~~had~~while ~~approximately~~producing 51consistent,~~562~~ ~~policies~~long-term inpositive ~~force~~returns infor ~~states~~our ~~with flood~~ insurance ~~claims~~and ~~related~~reinsurance topartners. ~~Hurricane~~Further, ~~Ian.~~as

~~(3) We~~the ~~had~~NFIP ~~approximately~~moves ~~102,426~~away ~~policies~~from inits ~~force~~historical insubsidized ~~states~~pricing ~~with~~model, ~~flood~~we ~~insurance~~believe ~~claims~~our ~~related~~Triton toplatform, ~~Hurricane~~backed ~~Helene.~~by years

~~(4) We~~of ~~had~~proprietary ~~approximately~~data ~~80,266~~derived ~~policies~~from inour ~~force~~business inoperations, ~~states~~positions ~~with~~us ~~flood~~to ~~insurance~~optimize ~~claims~~pricing ~~related~~determinations toand ~~Hurricane Milton.~~

~~Our~~compete ~~underwriting~~for ~~engine~~existing ~~has~~NFIP ~~delivered~~policyholders ~~positive~~in ~~results, including~~ a ~~lifetime~~way ~~written~~that ~~loss~~would ~~ratio~~be ofchallenging ~~just~~for ~~24.7%~~a ~~from~~new ~~our~~entrant 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,~~replicate ~~the~~until ~~NFIP~~it ~~has~~is ~~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~~able ~~underwriting~~to ~~philosophy~~generate, isor ~~generally~~otherwise ~~built~~gain ~~around~~access ~~three~~to, ~~fundamental~~comparable ~~principles:~~claims and performance data.

~~• Risk~~Technology ~~Selection: Our~~and ~~approach to risk selection is driven by~~ data science ~~and~~are ~~informed by what we believe is~~ the ~~most~~foundation ~~comprehensive~~of ~~claims~~Neptune’s ~~dataset~~business ~~in the private flood insurance market~~model, ~~generated~~driving ~~predominantly from~~ our ~~operations~~three tocore 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.pillars:

We•Our ~~believe~~Underwriting ~~we can evaluate property-specific risks with exceptional accuracy.~~ Engine: Our ~~proprietary~~entirely ~~models~~digital ~~identify~~underwriting ~~the characteristics and factors most likely to contribute to large-scale losses~~engine, ~~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~~Triton, ~~positive~~uses ~~underwriting~~advanced ~~results. It has also allowed us to provide quotes for 95% of all submissions~~technology, ~~optimizing the identification of properties with the highest probability of flood losses.~~

~~Through~~including ~~ongoing~~proprietary ~~analysis~~AI ~~of claims data~~ and ~~continuous~~ML ~~refinement of our underwriting~~ models, wewithout ~~ensure~~any ~~that~~human ~~our risk selection process remains sophisticated and nimble. By focusing on selecting the right risks~~underwriters, ~~we aim~~ to ~~deliver~~assess ~~value~~risk towith ~~both~~speed ~~our capacity providers~~ and ~~our policyholders while maintaining a sustainable and profitable portfolio.~~

~~• Pricing: Our~~precision. ~~pricing~~Powered isby apredictive ~~sophisticated,~~analytics ~~data-driven process that incorporates advanced ML~~ and ~~behavioral~~loss ~~economics to ensure accuracy and market competitiveness. Rather than relying on static or simplistic pricing models~~estimation, weTriton ~~use~~has aenabled ~~proprietary~~Neptune’s ~~technology-driven~~policies ~~framework~~ to ~~evaluate the~~

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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~~unique characteristics of each property and its risk profile~~$1.6 ~~Our~~million ~~pricing~~in ~~methodology~~Adjusted isEBITDA ~~informed~~per byemployee, a ~~combination~~23.4% ofnet ~~flood~~income ~~risk~~margin ~~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 integrity59.5% ByAdjusted ~~understanding~~EBITDA ~~not only the risk, but also the behavior of customers, we believe we can optimize premium structures to drive growth and retention.~~

~~Unlike~~margin. ~~traditional~~In ~~insurance underwriting~~addition, ~~our~~for ~~pricing~~the ~~does~~three ~~not~~months ~~depend~~ended onMarch ~~manual~~31, ~~adjustments~~2026, orwe ~~broad~~generated ~~risk groupings~~$37.8 ~~Instead,~~million itin ~~is dynamically informed by hundreds of data points to assess factors such as property characteristics~~revenue, ~~geographic exposure, and historical loss data~~$7.3 ~~This~~million 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~~in ~~Management~~net ~~(Disaggregation): Our~~income, ~~approach~~and ~~to aggregation management is a key differentiator that sets us apart from industry norms~~$21.6 ~~Traditional~~million ~~underwriting~~in ~~and~~Adjusted ~~risk assessment methods often rely on generalized risk aggregation based on administrative boundaries~~EBITDA, ~~such as states or counties,~~ which ~~serve~~translates ~~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 time19.4% ~~This~~net ~~advanced~~income ~~methodology,~~margin ~~which we refer to as “disaggregation,” allows us to optimize risk exposure in real time~~ and ~~align~~a ~~each policy with the specific risk appetite of our capacity providers~~57.1%

ByAdjusted ~~moving~~EBITDA ~~beyond~~margin. ~~man-made~~For ~~legacy~~the ~~geographic~~twelve ~~boundaries,~~months weended ~~can~~March ~~more~~31, ~~effectively distribute exposure to minimize concentration risk while focusing on the actual drivers of loss~~2026, ~~such~~we asgenerated ~~property-specific vulnerability to flood~~$168.0 ~~This~~million ~~precision also allows us to confidently underwrite~~ in ~~high-cost insurance markets~~revenue, ~~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~~$34.8 ~~This~~million ~~sophisticated approach enables us to manage risk with precision, so we maintain our capacity providers’ confidence~~ in ~~our~~net ~~ability to deliver consistent~~income, ~~positive~~and ~~underwriting performance~~$99.5 ~~Through~~million ~~our~~in ~~patented~~Adjusted ~~technology and innovative methodology~~EBITDA, wewhich ~~not~~translates ~~only~~to ~~provide~~$2.8 ~~accurate~~million ~~risk~~in ~~management~~revenue ~~for~~per ~~our capacity providers but also ensure long-term scalability and sustainability for our business.~~

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

~~Neptune~~EBITDA ~~does not take any balance sheet insurance risk or have claims handling responsibility relating to the policies we sell~~margin. WeOur ~~currently~~Adjusted ~~contract~~EBITDA ~~with~~margin 7has ~~distinct~~consistently ~~insurance~~exceeded ~~programs, which are supported by 26 reinsurance providers, all of whom collectively provide underwriting capacity for the policies we sell~~54.0% Weover ~~refer to this panel of global insurers and reinsurers as our “capacity providers,” who bear all of~~ the ~~balance~~past ~~sheet insurance risk associated with our underwriting. Although we do not directly contract with the reinsurance providers who support our insurance programs~~four years, wethanks engage and cultivate relationships with them, and 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.

to ~~Over~~ the ~~past~~operational ~~7 years,~~leverage weinherent ~~have built and expanded a panel of 33 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~~technology-~~quality~~first ~~international~~business ~~insurers with A~~model.~~M. Best~~ ~~ratings of A- or higher and our 26 reinsurance providers~~Notably, ~~supporting 7 distinct insurance programs, diversify~~ our ~~risk~~organic ~~across~~revenue ~~both program structures and ultimate risk takers. As of June 30, 2025, our largest capacity provider accounted~~ for ~~18.8%~~the 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 our business and our capacity providers, and ensures our portfolios remain resilient with access to ample future capacity to meet our growth objectives.

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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~~The~~Our ~~relationships~~Technology ~~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.AI

We ~~have~~built 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~~as byan ~~the dynamic~~AI-native, ~~risk~~API-~~adjusted~~first ~~pricing and coverage decisions made by our Triton~~ platform, wefrom ~~have been able to deliver superior returns, even through some of~~ the ~~largest~~ground ~~flooding~~up ~~events~~with inmachine ~~U.S. history.~~learning Asmodels athat 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 more than 4% between 2018 and June 30, 2025.

~~These~~underpin ~~results~~pricing, ~~combined with our ability to provide actionable insights~~underwriting, ~~have~~portfolio ~~attracted new capacity providers and strengthened relationships with existing ones. Our proven underwriting results have also generated meaningful goodwill with our existing capacity providers~~management, ~~allowing us to enhance~~ and ~~develop~~distribution ~~our~~across ~~product~~what ~~offerings~~we ~~efficiently~~believe tois ~~respond~~the tolargest ~~agent~~private ~~and policyholder needs.~~

~~The~~flood ~~following~~dataset ~~information~~in ~~showcases~~ the ~~expanding~~United ~~nature~~States. Approximately 40% of our ~~capacity~~employees ~~relationships~~are ~~since~~engineers ~~inception.~~or data scientists and by

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

~~Our~~digital; ~~distribution~~we ~~strategy~~do isnot ~~built~~have tomanual ~~maximize~~underwriters ~~market~~to ~~reach~~replace; and ~~provide seamless access to our innovative flood insurance products with diversification across distribution partnerships. Leveraging a hybrid distribution model,~~ we ~~utilize~~are ~~strong~~not ~~agency~~burdened ~~partnerships~~by ~~across~~legacy ~~the~~technology ~~insurance industry and complement those with direct-to-customer sales to drive efficiency, reach, and scale~~systems.

~~Agent~~Additionally, ~~and Broker Partnerships: The cornerstone of~~ our ~~distribution~~continued ~~network~~focus ison ~~our deep relationships with insurance agents and brokers. Over 96% of our policy sales are driven by these partnerships~~automation, ~~which~~model ~~as of June 30~~enhancements, ~~2025, include more than 19,000 unique agency codes that have bound a policy through Neptune~~ and ~~over~~platform ~~81,000~~scalability ~~unique~~using ~~agency~~the ~~codes~~latest ~~that have run a quote through our Triton platform.~~

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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~~Since~~Triton ~~inception,~~and wePoseidon ~~have~~were ~~been~~built ~~able~~entirely toin-house ~~grow~~by our ~~distribution~~Neptune ~~network~~Engineering ~~tremendously and uninterruptedly~~Group. ~~For~~These ~~example,~~platforms asare ~~of June 30, 2025, 19,919 cumulative agency codes have bound a policy with Neptune, an increase of 23% from 16,238 as of June 30, 2024.~~

Wepowered ~~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~~ML ~~quoting~~models ofcentered ~~95%~~around ~~of all submissions — and~~ our ~~ability~~vast toproprietary ~~deepen agents’ relationships with policyholders. Historically~~datasets, 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~~are ~~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~~maintained 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. 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~~house ~~advantage.~~Neptune ~~Our~~Data ~~agency~~Science ~~partners~~Group ~~include carriers with large captive agent forces, wholesalers, agency networks, flood specialists,~~ and ~~small,~~are ~~independent,~~generated ~~family-owned~~from ~~agencies.~~data ~~Our~~collected ~~ability~~through ~~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 sales in “non-mandatory flood zones” over~~ the ~~last~~operation ~~two years. Furthermore, our policies in force are highly diversified across a network~~ of ~~high-quality agents, without any material concentration risk or reliance on individual agencies or agents. As of June 30, 2025,~~ our ~~largest agency partner contributed approximately 8.9% of our total policyholder base. We maintain a robust pipeline of potential agencies interested in partnering with Neptune~~business, 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.

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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~~Neptune~~In ~~Internal~~the ~~Agency: 2~~U.0%S., ofthere ~~our~~are ~~policies~~more inthan ~~force~~100 million asresidential ofand ~~June~~commercial 30buildings, ~~2025, were attributed to our in-house agency, with a team of licensed agents managing a growing number of quotes from our website~~ and awe ~~select~~believe ~~few~~more of ~~our~~these ~~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~~buildings ~~Sales: 1.3%~~are oflikely ~~our policies in force as of June 30, 2025, were attributed~~ to ~~our~~be ~~direct-to-customer~~at ~~channel.~~risk ~~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~~flooding ~~for~~than ~~all~~is ~~property~~currently ~~owners~~identified ~~seeking~~by ~~flood insurance solutions~~FEMA. According ~~We support our online interface with our third-party agencies and in-house agency able~~ to ~~assist~~First ~~when~~Street’s ~~required~~First ~~or to otherwise finalize the sales process.~~

InNational ~~addition~~Flood toRisk ~~driving scalability and flexibility~~Assessment, ~~as we rapidly expand into new markets and introduce additional products, our distribution infrastructure is critical~~ in ~~reinforcing~~2020 ~~our~~there ~~data~~were ~~advantage. Our distribution and referral partners submit over 20,000 quotes to Triton on a typical day, with~~ approximately ~~29.7~~22 million ~~lifetime~~buildings ~~quotes~~at ~~and~~risk ~~1.1 million~~of ~~binds~~flooding ~~from inception through June 30, 2025. All these quotes (whether or not they lead to binds)~~ and ~~binds~~over ~~fold into and grow our proprietary dataset, allowing us to continually build the competitive advantage provided by our platform.~~

~~The~~14 million ~~following~~buildings ~~information~~at ~~illustrates~~risk ~~the~~of ~~cumulative~~substantial ~~quotes~~flooding ~~and~~over ~~binds~~the onfollowing ~~our~~30 years. ~~Triton~~However, ~~and~~only ~~Poseidon~~approximately ~~systems since inception in 2018.~~

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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InWe ~~addition,~~believe ~~below is a chart demonstrating~~ the ~~roles~~NFIP’s ~~we,~~legacy ~~our~~pricing ~~capacity providers~~model, ~~and~~cumbersome ~~our distribution partners play in the flow of data and payments~~processes, and ~~the~~limited ~~role~~coverage ~~our~~have ~~capacity~~created ~~providers and distribution partners play in the flow of claims from policyholders:~~

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

WeNeptune ~~offer a range of innovative insurance products designed~~ to ~~address~~capture ~~the~~market ~~needs of residential and commercial property owners facing flood and other natural disaster risks~~share. As of June 30, 2025, 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 86.0% of our premium in force as of June 30, 2025. In addition to the base policy, we offer enhanced protection through expanded coverage options, making our flood insurance product a superior coverage alternative to the NFIP. We also offer an excess flood insurance product, which we introduced in 2024, which made up 2.7% of our premium in force as of June 30, 2025, and which is available to both residential and commercial property owners. 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. While currently less than 1% of our portfolio, this product allows us to collect data and expertise that we believe will allow us to eventually diversify into other perils and address additional unmet insurance needs.

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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~~Our~~tasks — including ~~Geographic~~risk ~~Presence~~selection, accurate risk pricing, aggregation management, and carrier assignment — in less

Wethan ~~operate~~two ~~nationwide~~seconds. ~~and~~This ~~actively~~combination ~~mitigate~~of ~~our~~speed ~~concentration risk by expanding~~ and ~~diversifying~~precision ~~our~~provides ~~portfolio~~robust ~~across~~scalability ~~the country. As of June 30, 2025, Florida, Texas,~~ and ~~Louisiana~~enables ~~accounted~~us ~~for only 49% of our policies in force, compared~~ to aprocess ~~much~~high ~~heavier exposure of 60% for the NFIP according to the NFIP.~~

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

Weunderwriters ~~believe~~and ~~that~~100% ~~Neptune’s competitive advantage is driven by the three core pillars~~ of our ~~business model (~~underwriting ~~engine, risk relationships, and distribution) and~~ is ~~extended~~performed instantaneously by ~~the~~our ~~following:~~Triton engine.

• 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 June 30, 2025, 42% of our 60 employees were on our technology development team, with our proprietary and internally-developed underwriting and policy management systems forming the backbone of our operations.__________________

~~• Our~~(1)We ~~technology~~had ~~infrastructure~~approximately ~~is built to support rapid expansion into new markets and product lines. Whether adapting to regulatory changes~~27,021 ~~adding~~policies ~~capacity~~in ~~relationships,~~force orin ~~launching~~states ~~new~~with ~~offerings like our excess~~ flood ~~product,~~insurance ~~our~~claims ~~systems~~related ~~are designed~~ to ~~support~~Hurricane ~~growth without compromising speed or reliability~~Ida. We operate on a fully digital, 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~~(2)We ~~technology~~had ~~ecosystem~~approximately ~~is strengthened by our ML models and predictive analytics developed by the Neptune Data Science Group. These models use vast datasets from our operations~~51,562 aspolicies ~~well~~in asforce ~~geospatial~~in ~~mapping~~states ~~and real-time risk assessments, along~~ with ~~our proprietary data on the high volumes of transactions effected on our systems, to evaluate~~ flood ~~risks~~insurance atclaims ~~the~~related ~~individual property level with precision. This enables us~~ to ~~provide~~Hurricane 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 doIan.

• (3)We ~~are~~had ~~committed~~approximately ~~to continuously refining and expanding our technology capabilities. Through constant innovation~~102,426 wepolicies ~~ensure~~in ~~our~~force ~~platforms~~in ~~remain~~states atwith ~~the~~flood ~~cutting edge of the~~ insurance ~~industry,~~claims ~~empowering~~related us to ~~stay~~Hurricane ~~ahead of market trends and deliver value to our capacity providers, agents, and policyholders~~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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~~• Early-Mover~~simplistic ~~Advantage~~pricing ~~in a Large~~models, ~~Evolving Market Dominated by the NFIP: As the first entrant in the private flood insurance market with substantial scale and geographic presence,~~ we ~~have~~use ~~accumulated~~a proprietary ~~datasets through our operations that continuously improve our predictive~~ technology,-driven ~~designed~~framework 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~~evaluate ~~greater market share as~~ the ~~industry~~unique ~~evolves following anticipated long-term structural shifts driven by NFIP risk re-rating, climate change, and growing housing demand.~~

~~• Trusted~~characteristics ~~Relationships~~of ~~with Capacity Providers: Through seven challenging storm seasons, we have delivered underwriting profit to~~ each ofproperty ~~our capacity providers annually. This has enabled our capacity providers to deliver consistent~~ and ~~predictable~~its ~~capacity~~risk ~~to support our current and expected growth~~profile. ~~Additionally,~~Our aspricing amethodology ~~result~~is ofinformed ~~our~~by ~~performance, our capacity providers have awarded us greater flexibility to underwrite and bind policies,~~ a ~~contrast~~combination 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~~flood ~~Performance~~risk ~~with Strong Visibility into Future Earnings: We have consistently outperformed our internal expectations~~data, ~~demonstrating~~customer ~~a disciplined and reliable approach to growth. Through 21 landfall hurricanes~~behavior, ~~we have delivered positive underwriting results~~ and ~~maintained~~market ~~strong loss performance~~dynamics. ~~This~~Behavioral ~~operational~~economics ~~consistency~~plays ~~has translated into substantial revenue and Adjusted EBITDA growth since inception. Our business is supported by~~ a ~~high~~crucial ~~degree~~role ofin recurring revenue and predictable renewal patterns, providing strong visibility into revenue growth and profitability. For example, for the six months ended June 30, 2025, 70% of our revenue was derived from renewal business.

~~• Disciplined~~determining ~~Leadership~~how ~~Team: We~~customers ~~are~~perceive ~~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~~value ~~has led to us being profitable since our second year of operation. Our lean organizational footprint of 60 employees as of June 30~~coverage, ~~2025, allows us to prioritize efficiency, scalability,~~ and ~~flexibility~~incorporating incustomer ~~our~~behavioral ~~operations,~~factors ~~driving industry-leading profitability per employee.~~

~~Our~~into ~~Growth~~our ~~Strategy~~methodology enables us to tailor pricing to increase adoption while maintaining underwriting

~~The~~integrity. ~~opportunities~~By ~~for~~understanding ~~growth~~not inonly the ~~Neptune~~risk, ~~portfolio~~but ~~are~~also ~~both~~the ~~broad~~behavior ~~and~~of ~~deep.~~customers, Wewe believe we ~~will~~can ~~continue to maintain strong revenue growth based on:~~

~~• Growth~~optimize ~~Across~~premium ~~Existing~~structures 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,~~drive based on data from NAIC and NFIP, we estimate that we currently account for just 6-7% 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~~retention.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 and business insurance quotes. 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. 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.

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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~~• 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~~capacity ~~workforce~~providers, ~~enhancing system reliability,~~ and ~~ensuring~~ensures ~~that~~ our ~~data~~portfolios ~~science~~remain ~~and~~resilient ~~ML models can process vast amounts of information~~ with ~~minimal~~access ~~latency. Further, because our entirely digital underwriting engine, Triton, uses advanced algorithms, without any human underwriters,~~ to ~~assess~~ample ~~risk~~future 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~~capacity ~~of Product Offerings: We have continued~~ to ~~innovate~~continue ~~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~~business. We are exploring the option of adding an indemnity earthquake product in California, where there is a material insurance gap for earthquake coverage, with approximately 89% of buildings uninsured. We expect an indemnity earthquake product would 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 would build 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 technology platform and underwriting capabilities, we believe we are well-positioned to develop new insurance solutions that deliver value to policyholders and close protection gaps in underserved markets.

• 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, 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~~twelve ~~and~~months ~~severity~~ended ofMarch ~~flood events globally. This underinsurance may create an opportunity for Neptune to expand into international markets and provide innovative~~31, ~~data-driven flood insurance solutions to property owners in need. Leveraging our proprietary technology platform~~2026, ~~advanced underwriting capabilities, and experience in the U.S. market,~~ we ~~believe~~doubled ~~we are uniquely positioned in~~ the ~~coming years~~number toof ~~enter~~capacity ~~international markets and address the gaps left by traditional insurance~~ providers. Weon ~~expect~~ our ~~scalable technology infrastructure~~panel, ~~built for rapid deployment, would enable us to adapt quickly to the regulatory requirements and unique risk profiles of different countries.~~

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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~~• Inorganic~~which ~~Growth~~include ~~Opportunities: From~~more ~~time~~than ~~to time~~25,000 weunique ~~may~~agency ~~supplement~~codes ~~our~~that ~~long-term organic growth with strategic acquisitions, focused on gaining expertise or expanding and complementing our existing portfolio. In recent years, we~~ have ~~completed~~bound a ~~notable~~policy ~~intellectual~~through ~~capital~~Neptune ~~focused acquisition of Jumpstart, a leading parametric insurance company,~~ and ~~expanded~~over ~~our expertise through the strategic hiring of the employees of Charles River Data~~114,000 ~~a Boston-based data science consulting firm.~~

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

~~There~~Since ~~are~~inception, ~~also a number of factors that~~ we ~~believe~~have ~~could~~been ~~present~~able ~~challenges~~ to grow our ~~strategic~~distribution ~~plans~~network ortremendously ~~limit~~and ~~our~~uninterruptedly. ~~ability~~As toof ~~grow our business, including:~~

~~• Adverse~~March ~~NFIP~~31, ~~Developments: The flood insurance market is highly competitive~~2026, ~~with the NFIP holding approximately 90% of the market share. As the dominant provider~~25,098 ~~the~~cumulative ~~NFIP~~agency ~~benefits~~codes ~~from~~have ~~strong~~bound ~~federal~~a ~~backing~~policy ~~and~~with ~~widespread consumer recognition. Its significant market presence and subsidized pricing in certain areas create challenges for private insurers, including~~ Neptune, toan ~~compete~~increase ~~effectively. If the NFIP’s implementation~~ of ~~Risk Rating 2~~23.05% 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~~19,191 ~~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~~March ~~2025~~31, 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 ~~projected to be 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.

~~• Access~~Unique toAgency ~~Top~~Codes 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~~Policy 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.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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~~Risk~~diversified ~~Factor~~across ~~Summary~~a network of high-quality agents, without any material concentration risk or reliance on individual

~~Investing~~agencies inor ~~our~~agents. ~~Class A~~As ~~common stock involves a high degree~~ of ~~risk.~~March ~~You~~31, should carefully consider the risks highlighted in the section titled “Risk Factors” immediately following this prospectus summary before making an investment decision. We may be unable for many reasons2026, ~~including those that are beyond~~ our ~~control,~~largest toagency ~~implement~~partner ~~our~~contributed ~~business~~approximately ~~strategy successfully~~8.5% ~~Some~~ of ~~these~~our ~~risks~~total ~~are:~~

~~• Our~~policyholder ~~business~~base. ~~may~~We bemaintain ~~harmed~~a ifrobust ~~one~~pipeline ~~or more~~ of ~~our~~potential ~~relationships~~agencies ~~with~~interested ~~capacity~~in ~~providers~~partnering ~~are terminated or are reduced, if we fail to maintain good relationships~~ with ~~such capacity providers~~Neptune, ifwhile ~~we become dependent upon a limited number of capacity providers, or if we fail to develop new capacity provider relationships.~~

~~• Our~~our ~~distribution~~in-house ~~model~~sales ~~depends~~team oncontinually ~~third-party~~nurtures ~~agents~~existing ~~and brokers~~relationships, ~~and~~supporting ~~any~~strong ~~failure~~alignment bywith ~~those agents and brokers to consistently promote~~ our ~~products~~agency ~~or the loss of any key agent or broker relationships could adversely affect our business.~~

~~• Rapid~~partners ~~advancements~~and inmutual ~~AI,~~growth. ~~including~~Our ~~the~~agency ~~development~~relationships ofare ~~AGI,~~deeply ~~and~~entrenched MLat ~~technologies~~the ~~could~~agent ~~increase~~level ~~competition~~ and ~~disrupt~~play ~~our~~an ~~business~~active ~~model.~~

~~• Errors~~role in ~~underwriting~~both orconverting ~~data~~NFIP ~~modeling~~policyholders ~~could~~to ~~harm~~Neptune ~~our~~and ~~reputation,~~winning ~~competitive~~new ~~position,~~customers ~~and~~to ~~financial~~the ~~results.~~flood insurance market to

~~• Reliance~~enable onour ~~cloud~~continued ~~computing exposes us to technological disruptions and potential risks~~expansion.

~~• We~~Neptune ~~are~~Internal ~~highly~~Agency: 2.1% ~~dependent~~of onour ~~the~~policies ~~services~~in offorce ~~our~~as ~~senior~~of ~~management~~March ~~team~~31, ~~including~~2026, ~~our~~were ~~Chief~~attributed ~~Executive~~to ~~Officer.~~our in-

~~• We~~house ~~rely on data~~agency, ~~technology,~~with ~~and~~a ~~intellectual~~team ~~property,~~of aslicensed ~~applicable,~~agents ~~from~~managing ~~third~~a ~~parties~~growing ~~for~~number ~~our pricing models, underwriting engine, and other products, the unavailability or inaccuracy~~ of ~~which~~quotes ~~could~~from ~~limit the functionality of~~ our ~~products~~website and ~~disrupt~~a ~~our~~select ~~business, and which may also impose limitations on our ability to commercialize our products.~~

~~• Our~~few ~~business~~of isour ~~dependent~~distribution ~~upon information processing systems~~partners. ~~Cybersecurity~~These ~~events,~~agents ~~data~~are ~~breaches,~~also ~~cyberattacks,~~licensed ~~or other similar incidents, as well as defects, interruptions, or other failures, with respect~~ to ~~our~~distribute orNFIP ~~our~~policies ~~vendors’~~in ~~information~~certain ~~processing~~rare ~~systems~~cases ~~and~~where ~~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~~policies todo ~~seek,~~not ~~obtain,~~meet ~~maintain,~~Triton’s ~~protect,~~underwriting 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 businesscriteria.

~~• The~~Direct-to-Customer ~~insurance~~Sales: 1.1% ~~business~~of isour ~~extensively~~policies ~~regulated,~~in ~~and~~force ~~changes~~as inof ~~regulation~~March ~~may~~31, ~~reduce~~2026, ~~our~~were ~~profitability~~attributed ~~and~~to ~~limit~~ our ~~growth.~~direct-

~~• Compliance~~to-customer ~~with~~channel. ~~insurance~~Our ~~licensing~~easy-to-use ~~requirements~~online ~~for~~interface ~~MGAs~~allows ~~and~~prospective ~~E&S~~customers ~~lines~~in ~~agencies~~select ~~and~~states ~~individual producers is critical~~ to ~~our~~quote, ~~operations~~bind, ~~and any failure to maintain required licenses could disrupt our business.~~

~~• We are subject to evolving laws~~ and ~~regulations~~manage onpolicies ~~data privacy, data protection, and cybersecurity, which can be complex and conflicting~~directly. WeThis ~~may~~option ~~face~~complements ~~investigations, fines, and sanctions as a result of~~ our oragency ~~our~~partnerships ~~service providers’ or partners’ actual or perceived failure to comply with such laws~~ and ~~regulations~~provides ~~and~~ease ~~incur~~of ~~increased~~access ~~operational~~for ~~costs~~all ~~in order to ensure future compliance.~~

~~• Changes~~property inowners ~~accounting~~seeking ~~principles~~flood ~~and~~insurance ~~financial~~solutions. ~~reporting~~We ~~requirements~~support ~~could impact~~ our ~~consolidated~~online ~~results~~interface ofwith ~~operations~~our ~~and~~third-party ~~financial~~agencies ~~condition.~~

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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~~• We~~Cumulative ~~have~~Poseidon ~~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.~~Binds

~~• The~~Proprietary ~~concentration~~Policy ofManagement our share ownership with those stockholders who held our stock prior to this offering, including our executive officers, directors, and holders of more than 5% of our capital stock, may limit your ability to influence corporate matters.System

~~• We~~2018 ~~are~~2019 a2020 ~~“controlled~~2021 ~~company”~~2022 ~~within~~2023 ~~the~~2024 meaning of the NYSE rules and, as a result, qualify for, and will rely on, exemptions from certain corporate governance requirements that provide protection to the stockholders of companies that are subject to such corporate governance requirements.2025

~~• We~~In ~~are a holding company~~addition, ~~and~~below ~~our only material asset~~ is ~~our equity interest in Neptune Flood. As~~ a ~~result,~~chart wedemonstrating ~~depend on~~ the ~~ability~~roles ofwe, our ~~subsidiaries~~capacity toproviders, ~~pay dividends~~ and ~~make~~our ~~other~~distribution ~~payments~~partners ~~and distributions to us in order to meet our obligations.~~

~~• There~~play isin nothe ~~existing~~flow ~~market~~of ~~for~~data ~~our~~and ~~common stock~~payments, and wethe dorole ~~not know if one will develop, which may cause~~ our ~~Class~~capacity Aproviders ~~common stock to trade at a discount from its initial offering price~~ and ~~make~~distribution itpartners ~~difficult~~play toin ~~sell~~ the ~~shares~~flow ~~you purchase.~~

~~• The dual class structure~~ of ~~our~~claims ~~common~~from ~~stock has the effect of concentrating voting control with our Chief Executive Officer; this will limit or preclude your ability to influence corporate matters.~~policyholders:

~~• Some~~We ~~provisions~~offer ofa ~~Delaware~~range ~~law and our amended and restated certificate~~ of ~~incorporation~~innovative ~~and~~insurance ~~bylaws~~products ~~may~~designed ~~deter~~to ~~third~~address ~~parties from acquiring us and diminish~~ the ~~value~~needs of ~~our~~residential ~~Class~~and Acommercial ~~common stock.~~

Ifproperty weowners ~~are~~facing ~~unable~~flood ~~to adequately address these~~ and other ~~risks~~natural wedisaster ~~face,~~risks. ~~our~~As ~~business, results~~ of ~~operations~~March 31, ~~financial condition~~2026, ~~and~~across ~~prospects~~all ~~may~~of beour ~~adversely~~insurance ~~affected.~~

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

~~Neptune~~accounted ~~Flood~~for ~~was~~the ~~incorporated~~remaining ~~in Delaware on February 10, 2017~~11.9%. ~~Neptune~~Our ~~Holdings~~flagship ~~was~~primary ~~incorporated~~residential inflood ~~Delaware~~insurance onproduct ~~March 20,~~accounted ~~2025, to implement a holding company organizational structure~~ for ~~Neptune Flood~~85.9% Weof ~~refer to this transaction as our “corporate reorganization.”~~

~~Immediately prior to~~ our ~~corporate~~premium ~~reorganization,~~in ~~Neptune~~force ~~Holdings~~as ~~was a direct, wholly-owned subsidiary~~ of ~~Neptune~~March ~~Flood~~31, ~~and Neptune Insurance Merger Sub Inc~~2026., aIn ~~Delaware~~addition ~~corporation~~to ~~(“Merger Sub”), was a direct, wholly-owned subsidiary of Neptune Holdings. Both Neptune Holdings and Merger Sub were organized for~~ the ~~sole~~base ~~purpose of implementing our corporate reorganization. On April 10~~policy, ~~2025,~~we ~~Merger~~offer ~~Sub~~enhanced ~~merged~~protection ~~with~~through 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.

Asexpanded acoverage ~~result of our corporate reorganization~~options, ~~each~~which ~~stockholder~~we ofbelieve ~~Neptune~~make ~~Flood became a stockholder of Neptune Holdings, holding the same proportional ownership and voting power as of immediately prior to~~ our ~~corporate~~flood ~~reorganization,~~insurance ~~and~~product ~~Neptune Flood became~~ a ~~direct,~~superior ~~wholly-owned~~coverage ~~subsidiary~~alternative ~~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.

~~In connection with our corporate reorganization, Neptune Holdings assumed~~ the ~~Amended and Restated 2019 Stock Plan and amended and restated it in its entirety~~NFIP. We ~~refer~~also tooffer ~~the~~an ~~Amended~~excess ~~and~~flood ~~Restated~~insurance ~~2019 Stock Plan~~product, aswhich sowe ~~amended~~introduced ~~and restated~~ in ~~connection~~2024. ~~with~~This ~~our corporate reorganization~~product, aswhich ~~the~~is Pre-IPO 2025 Plan. Neptune Holdings also assumed Neptune Flood’s obligations under the Pre-IPO Stockholders Agreement that was entered into in connection with the convertible preferred stock financing of Neptune Flood in May 2023 as well as certain common

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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~~stock~~Our ~~and~~Geographic restricted stock purchase agreements and certain indemnification agreements. 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.Presence

~~The~~We ~~following~~operate ~~diagram~~nationwide ~~depicts~~and ~~our~~actively ~~organizational~~mitigate ~~structure as of the date of this prospectus, giving effect to~~ our ~~corporate~~concentration ~~reorganization.~~risk ~~This~~by ~~chart~~expanding ~~is provided for illustrative purposes only~~ and ~~does~~diversifying ~~not purport to represent all legal entities within~~ our ~~organizational~~portfolio ~~structure:~~

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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~~The~~◦We ~~following~~are ~~diagram~~committed ~~depicts~~to ~~our~~continuously ~~organizational~~refining ~~structure immediately following this offering~~ and ~~the~~expanding ~~application~~our oftechnology the net proceeds from this offering assuming an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and no exercise of the underwriters’ option to purchase additional shares of Class A common stockcapabilities. ~~This~~Through ~~chart is provided for illustrative purposes only and does not purport to represent all legal entities within our organizational structure:~~

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

* Stockholdersempowering ~~that~~us ~~acquire~~to ~~Class~~stay Aahead ~~common~~of ~~stock~~market intrends ~~connection~~and ~~with~~deliver ~~this~~value ~~offering.~~to our capacity providers, agents, and

~~(1) After giving effect to the completion of the Class B Stock Exchange, assuming no exercise of Mr~~policyholders. Burgess’s rights to exchange shares of Class B common stock for Class A common stock under the Class B Equity Exchange Agreement. If Mr. Burgess exercises his rights under the Class B Equity Exchange Agreement with respect to all equity awards subject to such agreement, % of our outstanding stock and % of our outstanding voting power will be held by Mr. Burgess and entities affiliated with Mr. Burgess, % of our outstanding stock and % of our outstanding voting power will be held by pre-IPO Class A common stockholders (other than Mr. Burgess and entities affiliated with Mr. Burgess), and % of our outstanding stock and % of our outstanding voting power will be held by public Class A common stockholders that acquire Class A common stock in connection with this offering.

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

~~Our~~the ~~principal~~private ~~executive~~flood ~~offices~~insurance ~~are~~market ~~located~~with atsubstantial ~~400~~scale ~~6th~~and ~~Street~~geographic S.presence, ~~Suite~~we 2,have ~~St.~~accumulated 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.

~~Channels~~proprietary ~~for~~datasets ~~Disclosure~~through ofour ~~Information~~operations that continuously improve our predictive technology, designed

~~Following~~innovative ~~the~~products ~~completion~~that ~~of this offering,~~ we ~~intend~~believe tobetter ~~announce~~suit ~~material~~evolving ~~information~~customer ~~to the public through filings with the SEC~~demand, ~~the~~and ~~Investor~~developed ~~Relations~~an ~~page~~extensive ~~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.~~

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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~~The~~and ~~information~~business ~~disclosed~~insurance ~~through these channels could be deemed material~~quotes. ~~Accordingly,~~In ~~we encourage investors~~addition, ~~the~~our ~~media,~~Agent ~~and~~Portal ~~others~~provides toour ~~monitor~~agents ~~these~~with ~~channels~~up ~~and~~ to ~~review~~date, ~~the information disclosed through them.~~data-

~~Any~~driven ~~updates~~insights tothey ~~the~~can ~~list~~share ofwith ~~disclosure~~prospective ~~channels~~policyholders weabout ~~use~~flood ~~will~~risk bein ~~posted to~~ the ~~Investor~~geographies ~~Relations~~where ~~page~~a ~~of our website. Information contained on or accessible through any of the foregoing channels is not incorporated by reference into this prospectus.~~

~~Implications~~quote ofis being asought, ~~Controlled~~empowering ~~Company~~our agents to drive further demand for our products at the time of each

Upon completion of our initial public offering, our Chief Executive Officer and Chairman of our board of directors, Trevor Burgess, will beneficially own approximately % of the voting power of our outstanding voting securities (or approximately % of the voting power of our outstanding voting securities if the underwriters exercise in full their option to purchase additional shares of our Class A common stock) and we will be a “controlled company” within the meaning of the listing rules of the NYSEquote. AsThrough athese ~~result~~innovations, we ~~will~~believe qualify for, and intend to 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 “Management — Controlled Company Exemption” and “Risk Factors — Risks Relating to our ~~Organizational~~platform ~~Structure — We~~enables ~~are~~agents ~~a ‘controlled company’ within the meaning of the NYSE rules and, as a result, qualify for, and will rely on, exemptions from certain corporate governance requirements that provide protection~~ to ~~the~~grow ~~stockholders~~their ofbusiness ~~companies~~by ~~that are subject to such corporate governance requirements.”~~

~~Implications~~delivering ofadded ~~being~~value anto ~~Emerging~~the ~~Growth~~policyholders, ~~Company~~while creating further awareness in support of our growth

~~As a company with less than $1~~strategy.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:

• ~~Reduced~~Ability ~~obligations with respect~~ to ~~financial~~Scale ~~data~~with ~~requiring~~Limited usIncremental toCost: Our ~~present~~technology ~~only~~infrastructure ~~two years~~is ofbuilt ~~audited financial statements (instead of three years), in addition~~ to ~~any~~support ~~required~~rapid unaudited interim financial statements, with correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure in our initial registration statement;

~~• an~~expansion, ~~exemption~~allowing ~~from~~us ~~compliance~~to ~~with~~scale ~~the~~our ~~auditor~~business ~~attestation~~using ~~requirement on~~ the ~~effectiveness~~same ofcost ~~our~~structure ~~internal~~without ~~control~~requiring ~~over~~us ~~financial reporting pursuant~~ to ~~the~~incur ~~Sarbanes-Oxley Act;~~

~~• an~~material ~~exemption~~additional ~~from~~capital ~~compliance~~expenditures. ~~with~~We ~~any~~operate ~~requirement~~on ~~that the Public Company Accounting Oversight Board may adopt regarding~~ a ~~supplement~~fully todigital, ~~the~~cloud-based ~~auditor’s~~computing ~~report providing additional information about the audit and the financial statements;~~

~~• reduced~~infrastructure, ~~disclosure~~which ~~about~~we ~~our~~can ~~executive~~leverage ~~compensation~~to ~~arrangements~~rapidly inscale our ~~periodic reports~~underwriting, ~~registration~~policy ~~statements,~~management and ~~proxy~~analytics ~~statements;~~

~~• an~~capabilities ~~exemption~~in ~~from~~response ~~the requirements~~ to ~~obtain~~market ~~nonbinding~~demand. ~~advisory~~This ~~votes~~infrastructure onprovides ~~executive~~seamless ~~compensation~~remote ~~(“Say-on-Pay”)~~access orfor ~~stockholder~~our ~~approval of any golden parachute arrangements; and~~

~~• extended~~distributed ~~transition~~workforce, ~~periods~~enhancing ~~for~~system ~~complying~~reliability, ~~with~~and ~~new~~ensuring orthat ~~revised~~our ~~accounting~~data ~~standards.~~science and ML models can

Weprocess ~~will~~vast ~~remain~~amounts ~~an EGC until the earliest to occur~~ of: ~~(i) the~~information 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 end of the fiscal year during which the fifth anniversary of this listing occurs. 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~~minimal ~~or revised accounting standards, and we currently intend to take advantage of the other exemptions discussed above~~latency. ~~Accordingly~~Further, ~~the~~because ~~information~~our ~~contained~~entirely ~~herein~~digital ~~may be different from the information you receive from other public companies in which you hold stock.~~

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

Class A common stock offered by the selling stockholders		shares
Class A common stock to be outstanding after this offering		shares
Class B common stock to be outstanding after this offering		shares
Total Class A common stock and Class B common stock to be outstanding after this offering		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 shares of Class A common stock from the selling stockholders at the initial public offering price, less underwriting discounts and commissions.
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		After this offering, assuming an offering size as set forth in this section, we expect to be a “controlled company” within the meaning of the applicable listing rules of the NYSE. See “Management — Controlled Company Exemption.”
Voting rights		Upon completion of this offering, we will 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. 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 to be in effect upon the consummation of this offering. Upon the completion of this offering, our Chief Executive Officer and Chairman of our board of directors, Mr. Burgess, will beneficially own all of the outstanding shares of Class B common stock and will collectively beneficially own approximately % of the total combined voting power of our outstanding common stock (or approximately % of the total combined voting power of our outstanding common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). 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.

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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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.”
Directed Share Program		At our request, the underwriters have reserved % of the shares of Class A common stock to be offered by the selling stockholders under this prospectus for sale, at the initial public offering price, to directors, officers, employees, business associates, and related persons of Neptune. Except for any shares acquired by our directors and officers, shares purchased pursuant to the directed share program will not be subject to lock-up agreements with the underwriters. The number of shares of Class A common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. See “Underwriters — Directed Share Program” for additional information.
Risk factors		Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 28 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.
Proposed NYSE ticker symbol		“NP”

•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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~~The~~•We ~~number~~are ofsubject ~~shares~~to ofevolving ~~our~~laws ~~Class A common stock~~ and ~~Class B~~regulations ~~common stock to be outstanding after this offering is based~~ on ~~shares~~ ofdata ~~Class A common stock and shares of Class B common stock outstanding as of~~ privacy, ~~2025,~~data ~~respectively~~protection, ~~assuming~~and ~~the completion of the Class B Stock Exchange~~cybersecurity, ~~and~~which ~~excludes:~~

~~• shares~~can ofbe ~~our~~complex ~~Class A~~and ~~common~~conflicting. ~~stock~~We ~~issuable~~may ~~upon~~face ~~the~~investigations, ~~exercise~~fines, ofand ~~stock~~sanctions ~~options outstanding~~ as ~~of , 2025, with~~ a ~~weighted~~result ~~average~~of ~~exercise~~our ~~price~~or ofour ~~$ per share;~~

~~• shares~~service ofproviders’ ~~our~~or ~~Class B~~partners’ ~~common~~actual ~~stock~~or ~~issuable~~perceived infailure ~~exchange~~to ~~for~~comply ~~(i) shares~~with ofsuch ~~our~~laws ~~Class A common stock issuable upon the exercise of stock options held by Mr. Burgess~~ and ~~outstanding~~regulations ~~as of , 2025, with a weighted average exercise price of $ per share,~~ and (ii) shares of Class A common stock issuable upon settlement of the IPO Grants expected to be made to Mr. Burgess, as described elsewhere in this prospectus, in each case pursuant to the Class B Equity Exchange Agreement, as described in more detail below;

~~• shares~~incur ofincreased ~~our~~operational ~~Class A~~costs ~~common~~in ~~stock~~order ~~reserved~~to ~~for~~ensure future issuance under the Pre-IPO 2025 Plan as of , 2025, of which shares of our Class A common stock are issuable upon the exercise of stock options granted after , 2025, with a weighted average exercise price of $ per share; andcompliance.

• ~~shares~~Changes ~~of our Class A common stock reserved for future issuance under our 2025 Plan, including shares of Class A common stock to be issued thereunder~~ in ~~respect~~accounting ofprinciples ~~the IPO Grants~~ and ~~shares~~ offinancial ~~Class A~~reporting ~~common~~requirements ~~stock~~could ~~reserved~~impact ~~for future issuance under~~ our ~~ESPP,~~ ~~which~~consolidated ~~plans will become effective in connection with this offering, as more fully described in “Executive Compensation — Employee Benefit Plans.”~~

~~Following~~results ~~the completion~~ of ~~this~~operations ~~offering,~~ and ~~pursuant~~financial ~~to the Class B Equity Exchange Agreement, Mr~~condition. Burgess shall have 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 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 following this offering.

~~Except~~•We ashave ~~otherwise~~debt ~~indicated,~~outstanding ~~all~~that ~~information~~could inadversely ~~this~~affect ~~prospectus~~our ~~assumes:~~financial flexibility and subjects us to restrictions

~~• an~~and ~~initial~~limitations ~~public~~that ~~offering~~could ~~price~~significantly ofimpact ~~$ per~~our ~~share,~~ability ~~which~~to isoperate ~~the~~our ~~midpoint of the estimated price range set forth on the cover of this prospectus;~~business.

• ~~a -for- stock~~The ~~split~~concentration of our ~~capital~~share ownership with those stockholders who held our stock ~~that~~prior ~~was~~to ~~effected~~our on IPO, ~~2025;~~

~~• the~~including ~~filing and effectiveness of~~ our ~~amended~~executive ~~and~~officers, ~~restated~~directors, ~~certificate of incorporation~~ and ~~amended~~holders ~~and restated bylaws immediately prior to the completion~~ of ~~this~~more ~~offering,~~than ~~which~~5% ~~includes the authorization~~ of our ~~Class A~~capital ~~common~~ stock ~~and Class B common stock and the reclassification of all shares of our common stock outstanding as of~~ , ~~2025,~~may ~~into shares~~limit of our ~~Class A Common Stock;~~

~~• the~~investors’ ~~automatic~~ability conversion of all 4,185,000 outstanding shares of our convertible preferred stock outstanding as of , 2025, into an aggregate of shares of Class A common stock immediately prior to ~~the~~influence ~~completion~~corporate ~~of this offering;~~matters.

• We are a “controlled company” within the ~~occurrence~~meaning of the ~~Class~~NYSE Brules ~~Stock~~and, ~~Exchange~~ as ofa ~~the~~result, ~~Effective~~qualify ~~Time;~~for, and

~~• no~~have ~~exercise~~chosen orto ~~cancellation~~rely ofon, ~~outstanding~~exemptions ~~options~~from ~~subsequent~~certain ~~to ,~~corporate ~~2025;~~governance ~~and~~requirements that provide protection

~~• no~~to ~~exercise by~~ the ~~underwriters~~stockholders of ~~their~~companies ~~over-allotment~~that ~~option~~are tosubject ~~purchase up~~ to ansuch ~~additional shares~~corporate ofgovernance ~~our Class A common stock from the selling stockholders~~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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~~Summary~~Corporate ~~Consolidated Financial Data~~Information

~~The~~Our ~~following~~principal ~~tables~~executive ~~summarize~~offices ~~our~~are ~~consolidated~~located ~~financial~~at ~~data.~~400 We6th ~~have~~Street ~~derived the summary consolidated statement of operations data for the years ended December 31~~S., ~~2023~~Suite ~~and 2024~~2, ~~from our audited consolidated financial statements included elsewhere in this prospectus~~St. ~~We have derived the summary condensed consolidated statements of operations data for the six months ended June 30~~Petersburg, ~~2024~~Florida ~~and 2025~~33701, and ~~the summary condensed consolidated balance sheet data as of June 30, 2025, from~~ our unaudited condensed consolidated financial statements included elsewhere in this prospectus. These unaudited quarterly results of operations have been prepared on the same basis as our audited consolidated financial statements included elsewhere in this prospectus. 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 included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected for any other period in the future.

	Years Ended December 31,
($ in thousands)	2023			2024
Revenues:
Commissions and fees	$	84,870		$	119,299
Operating expenses:
Agent commissions	$	26,014		$	35,317
Employee compensation and benefits	$	4,347		$	4,752
General and administrative	$	6,896		$	7,757
Amortization expense	$	2,182		$	3,027
Total operating expenses	$	39,439		$	50,853
Income from operations	$	45,431		$	68,446
Other income (expense):
Interest income	$	308		$	880
Interest expense	$	(21,326	)	$	(17,520	)
Loss on extinguishment of debt	$	(556	)	$	(5,426	)
Income tax expense	$	5,971		$	11,788
Net income	$	17,886		$	34,592

telephone number is (727) 202-4815. Our website address is www.neptuneflood.com. Our website and the

	Six Months Ended June 30,
($ in thousands)	2024			2025
Revenues:
Commissions and fees	$	53,976		$	71,419
Operating expenses:
Agent commissions	$	16,157		$	21,676
Employee compensation and benefits	$	2,418		$	2,933
General and administrative	$	3,729		$	8,107
Amortization expense	$	1,425		$	1,786
Total operating expenses	$	23,729		$	34,502
Income from operations	$	30,247		$	36,917
Other income (expense):
Interest income	$	423		$	416
Interest expense	$	(10,632	)	$	(8,269	)
Loss on extinguishment of debt	$	(5,426)		$	—
Income tax expense	$	3,725		$	7,505
Net income	$	10,887		$	21,559

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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($ in thousands)	As of June 30, 2025
Cash and cash equivalents	$	11,697
Fiduciary receivables	$	4,927
Total assets	$	80,947
Total current liabilities	$	82,367
Debt, less current portion	$	277,349
Total liabilities	$	359,716

•Governance Oversight: The exemptions may reduce the level of oversight typically provided by

	Years Ended December 31,						Six Months Ended June 30,
($ in thousands)	2023			2024			2024			2025
Net cash provided by operating activities	$	18,647		$	49,926		$	20,271		$	22,964
Net cash used in investing activities	$	(4,030	)	$	(3,713	)	$	(1,724	)	$	(1,884	)
Net cash used in financing activities	$	(9,866	)	$	(42,468	)	$	2,579		$	9,307

independent directors over management decisions, executive compensation, and director nominations.

~~Key~~Accordingly, ~~Performance~~we ~~Indicators~~do not currently have a majority independent board of directors or nominating and corporate

~~Neptune’s~~governance ~~management regularly reviews certain KPIs~~committee, ~~including the following key metrics, to evaluate our business~~ and ~~operations,~~nominating ~~guide decision-making,~~ and ~~measure~~corporate ~~progress.~~governance Wefunctions ~~utilize~~are amanaged ~~variety~~by ofour ~~operational~~full ~~metrics~~board ~~to understand growth, retention, and ultimately drive profitability. The table below identifies certain~~ of ~~our KPIs for the year ended December 31, 2023, as compared to the year ended December 31, 2024, and for the six months ended June 30, 2024, as compared to the six months ended June 30, 2025:~~

	Years Ended December 31,
($ in thousands)	2023			2024			Change
Premium in force (year-end)	$	204,118		$	277,595		36.0	%
Policies in force (year-end)		166,739			220,964		32.5	%
Policy retention rate (full year)(1)		82.4	%		84.3	%	1.9	pp
Premium retention rate (full year)(1)		97.9	%		97.1	%	(0.8	)pp
Written Premium	$	201,561		$	273,917		35.9	%
Organic revenue	$	84,870		$	119,299		40.6	%
Organic revenue growth(1)		36.6	%		40.6	%	4.0	pp
Revenue per employee	$	1,886		$	2,294		21.6	%
Adjusted EBITDA per employee	$	1,077		$	1,387		28.8	%

directors. To the extent and for so long as we rely on these exemptions, you may not have the same protections

	Six Months Ended June 30,
($ in thousands)	2024			2025			Change
Premium in force (period-end)	$	236,701		$	317,972		34.3	%
Policies in force (period-end)		188,342			244,964		30.1	%
Policy retention rate (six months)(1)		82.9	%		85.8	%	2.9	pp
Premium retention rate (six months)(1)		95.2	%		98.9	%	3.7	pp
Written Premium	$	125,442		$	165,544		32.0	%
Organic revenue	$	53,976		$	71,419		32.3	%
Organic revenue growth(1)		38.0	%		32.3	%	(5.7	)pp
Revenue per employee (LTM)(2)	$	2,082		$	2,464		18.3	%
Adjusted EBITDA per employee (LTM)(2)	$	1,217		$	1,493		22.7	%

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

~~(1) Year-over-year changes in percentages are reported in percentage points (pp)~~directors.

~~(2) For~~These ~~the~~controlled ~~twelve~~company ~~months~~exemptions ~~ended~~do ~~June~~not ~~30,~~modify ~~2024~~the ~~and~~independence ~~2025~~requirements for our audit committee, ~~respectively.~~

~~For definitions of premium in force, policies in force, policy retention rate, premium retention rate, written premium, organic revenue, organic revenue growth, revenue per employee,~~ and ~~Adjusted~~we ~~EBITDA~~satisfy ~~per~~the ~~employee,~~member ~~see~~independence ~~“Management’s~~requirement ~~Discussion~~for ~~and~~the ~~Analysis~~audit ofcommittee ~~Financial~~provided ~~Condition~~under ~~and~~the ~~Results of Operations — Key Performance Indicators.” For further discussion on our calculation of Adjusted EBITDA, see “Management~~NYSE’s ~~Discussion~~listing ~~and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”~~

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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~~Non-GAAP~~The ~~Financial Measures~~Offering

To supplement our consolidated financial statements, which are prepared in conformity with GAAP, we use certain financial measures, including Adjusted EBITDA and Adjusted EBITDA margin that are not required by, or prepared in accordance with, GAAP. 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” 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. The table below identifies certain of our non-GAAP financial measures for the year ended December 31, 2023, as compared to the year ended December 31, 2024, and for the six months ended June 30, 2024, as compared to the six months ended June 30, 2025:


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.

	Years Ended December 31,
($ in thousands)	2023			2024			Change
Net income	$	17,886		$	34,592		93.4	%
Adjusted EBITDA	$	48,437		$	72,099		48.9	%
Adjusted EBITDA margin(1)		57.1	%		60.4	%	3.3	pp

	Six Months Ended June 30,
($ in thousands)	2024			2025			Change
Net income	$	10,887		$	21,559		98.0	%
Adjusted EBITDA	$	32,029		$	42,363		32.3	%
Adjusted EBITDA margin(1)		59.3	%		59.3	%	0.0	pp

____________

(1) Year-over-year changes in percentages are reported in percentage points (pp).

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RISK FACTORS


		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”

~~Investing~~The innumber ~~our Class A common stock involves a high degree~~ of ~~risk.~~shares You should carefully consider the risks described below, as well as the other information in this prospectus, including our audited consolidated financial statements and our unaudited interim condensed consolidated financial statements and the related notes and “Management’s Discussion and Analysis of ~~Financial Condition and Results of Operations,” before deciding whether to invest in~~ our Class A common stock. ~~The occurrence of any of the events or developments described below 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 B A common stock ~~could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known~~ to usbe oroutstanding ~~that~~after wethis ~~currently believe are not material may also impair our business, financial condition, results of operations, and growth prospects.~~

~~Risks~~offering ~~Relating~~and tothe Share Repurchase is based on 138,303,326 shares of our ~~Business~~common ~~and~~stock ~~Industry~~outstanding on March 31,

~~Our~~2026, ~~business~~consisting ~~may~~of be94,868,326 ~~harmed~~shares ~~if one or more~~ of our ~~relationships~~Class A ~~with~~common ~~capacity~~stock ~~providers~~and ~~are terminated or are reduced~~43, ~~if we fail to maintain good relationships with such capacity providers~~435,000 ifshares ~~we become dependent upon a limited number~~ of ~~capacity~~our ~~providers,~~Class B orcommon ~~if we fail to develop new capacity provider relationships.~~

~~Neptune does not assume any balance sheet insurance risk or claims handling responsibility relating to the policies we sell~~stock, and our business depends on a carefully selected network of capacity providers that assume such balance sheet insurance risk for those policies. This risk-taking structure is fundamental to our business model and operational efficiency. Our ability to offer competitive insurance products and maintain our market position is also contingent upon the relationships with these capacity providers. Any adverse impact on these relationships or the overall financial health of our network of capacity providers could reduce our overall insurance capacity and could have an adverse effect on our financial condition and results of operations. We currently have 33 capacity providers, including 26 reinsurance providers backing 7 distinct insurance programs. Our contractual relationships are sometimes unique to us, but they are typically non-exclusive and terminable on short notice by either party for any reason. In many cases, capacity providers can also amend the terms of our agreements unilaterally on short notice. If we are unable to maintain profitable portfolios for our capacity providers or if our relationship with them is undermined for any reason, capacity providers may be unwilling to provide insurance capacity to us, or our insurance carriers may seek to amend our agreements with them. This could happen for various reasons, including for competitive or regulatory reasons, because of an insurance carrier’s reluctance to distribute their products through our platform, because they decide to rely on their own internal flood insurance providers or products or elect not to insure or reinsure flood risk generally, or because they decide not to distribute insurance products in individual markets, in certain geographies, or altogether. Conditions in the broader insurance and reinsurance markets can also influence the capacity of our providers. If our capacity providers were to experience liquidity problems or other financial difficulties, we may not be able to sell additional policies or renew existing ones and could encounter significant adverse impacts on our financial condition and results of operations. If any of our key capacity providers decide to terminate or reduce their relationship with us, we may face difficulties in securing alternative insurance capacity from other providers on similar terms, which could negatively impact our ability to offer insurance products and retain policyholders. Similarly, our business could be harmed if we fail to develop new capacity provider relationships to ensure a diversified portfolio of capacity providers that support our business.excludes:

~~In the future~~•8, ~~whether as a result of the termination of capacity provider relationships~~588,904 ~~capacity~~shares ~~provider consolidation or otherwise, it may become necessary for us to partner with and derive a greater portion~~ of our ~~revenues~~Class ~~from~~A acommon ~~reduced~~stock ~~and~~issuable ~~more~~upon ~~concentrated number of capacity providers if and as our business and~~ the ~~flood~~exercise ~~and general insurance industry evolve, which would increase our dependence on a smaller number~~ of ~~capacity~~outstanding ~~providers.~~vested Asstock a result, we may become more vulnerable to adverse changes in our relationships with such capacity providers. This could reduce the volume of policies we are able to underwrite. The termination, amendment, or consolidation of our relationships with our capacity providers could harm our business, financial condition, and results of operations.

~~The~~options ~~overall~~granted ~~financial~~under ~~health of~~ our ~~network~~Amended ofand ~~capacity~~Restated ~~providers~~2025 isStock ~~important to our success. Widespread~~Plan, ~~catastrophic~~with ~~flood~~a ~~events,~~weighted ~~such~~average asexercise ~~hurricanes~~price or severe inland flooding, could strain the financial resources of our capacity providers, reducing their ability to meet claim obligations or remain profitable. This, in turn, could lead capacity providers to reduce the capacity they allocate to flood insurance or could cause them to demand higher premiums, pay lower commissions, impose stricter underwriting criteria, or exit the flood insurance market as they choose to prioritize more profitable or less risky lines of insurance. This could result in reduced capacity or support

of $5.80 per share;

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~~for our flood insurance products~~•4,177,488 ~~potentially~~shares ~~limiting~~of our ~~ability~~Class toA ~~underwrite~~common ~~new~~stock ~~policies~~issuable orupon ~~renew~~settlement ~~existing~~of ~~ones.~~certain ~~Any~~restricted ~~such~~stock ~~changes~~units could impact our ability to offer competitive policies and secure adequate coverage for policyholders, which could expose us to reputational harm, increased regulatory scrutiny, and operational disruption and which may have a material and adverse effect on our business.

~~The~~granted ~~termination~~under ~~or reduction of any of these key relationships could lead to a significant loss of sales and adversely affect~~ our ~~financial~~2025 ~~performance.~~Equity ItIncentive ~~could also disrupt our operations and require us to invest additional resources in finding and establishing new partnerships~~Plan; replacement capacity for our capacity providers may not be immediately available or could come at less favorable terms, leading to increased costs and reduced competitiveness. If we are not able to effectively manage our relationships with our capacity providers, resulting in the loss of one or more key capacity providers or a significant reduction in their capacity, our business, financial condition, results of operations, growth potential, reputation in the market, and ability to sustain our business could be materially and adversely impacted.

~~Our distribution model depends on third-party agents and brokers~~•1,945,845 ~~and~~shares ~~any~~of ~~failure by those agents and brokers to consistently promote~~ our ~~products~~Class orA ~~the~~common ~~loss~~stock ofreserved ~~any~~for ~~key~~future ~~agent~~issuance orunder ~~broker~~our ~~relationships~~2025 ~~could~~Equity ~~adversely affect our business.~~

~~The~~Incentive third-party agents who generate the majority of our policy sales operate within a diverse network that includes independent agents, brokers, and referral partners. Our insurance agent and broker partners drive over 96% of our policy sales, supported by our in-house sales team and technology integrations. This distribution model exposes us to meaningful third-party risks relating to agent prioritization, agent attrition and sales productivity and competition within distribution channels, as well as regulatory and reputational risks. Third-party agents have discretion over which flood insurance products they recommend to customers. If our agents choose to prioritize offerings from the NFIP or other flood insurance providers due to familiarity, perceived reliability, or regulatory incentives, or shift their focus to competing private flood insurance providers based on superior pricing, more attractive commission structures, enhanced coverage options, or for any other reason, our ability to generate new policies may be adversely affected. Similarly, a decline in agent productivity, whether due to reduced customer activity, economic factors, or lack of engagement with our products could materially reduce our revenue, and insufficient training or support for agents could result in fewer policies sold or misrepresentation of our offerings. Agents who fail to comply with regulatory standards, whether by misrepresenting policy terms or engaging in unethical practices, could also expose us to legal liabilities and reputational harm, and increased regulatory scrutiny resulting from third-party agent misconduct could lead to fines, operational disruptions, or a loss of market credibility.Plan;

~~Finally~~•1, high turnover among independent agents or changes in agent affiliations can lead to disruptions in our distribution network. Our ability to compete effectively depends on maintaining strong relationships with the agents distributing our products and providing them with compelling reasons to prioritize Neptune products484,444 ~~such~~shares as delivering a strong agent and policyholder-focused experience. Furthermore, our ability to retain and attract new agents to distribute our products to new customers may be influenced by our existing agent and policyholder relationships. We cannot be certain that any loss of a significant agent or broker relationship or the loss of business from any significant group of policyholders would be replaced by relationships with or other business from other agency partners or policyholders, existing or new. If a substantial number of agents cease to represent Neptune or choose to represent alternative MGAs due to more competitive commissions, technology, responsive support, or any other factor, our ~~ability~~Class A tocommon ~~generate~~stock ~~new~~reserved ~~policies~~for ~~and~~future ~~maintain~~issuance ~~policyholder~~under ~~relationships would be adversely impacted. Any significant disruption in these relationships could materially and adversely affect~~ our 2025 ~~business,~~Employee ~~financial condition, results of operations, and growth prospects.~~

~~Rapid~~Stock ~~advancements~~Purchase ~~in AI, including the development of AGI, and ML technologies could increase competition and disrupt our business model~~Plan.

~~Neptune~~Mr. ~~relies~~Burgess onalso ~~proprietary~~has ~~AI-driven~~a ~~technology,~~right ~~including~~(but ~~our~~not ~~Triton~~an ~~platform,~~obligation) to ~~assess~~require ~~risk,~~us ~~underwrite~~to ~~policies,~~exchange ~~and~~any ~~maintain~~of ~~a competitive advantage in~~ the ~~flood insurance market. In addition~~8, ~~we rely on AI for certain business uses~~142,964 ~~including,~~shares ~~for example, to help generate code and code tests. Rapid advancements in AI, including the development~~ of ~~AGI, could present significant challenges to~~ our ~~business model.~~

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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~~For~~Summary ~~example,~~Consolidated ~~AGI~~Financial — if developed — and other advancements in AI could accelerate the pace of innovation, requiring us to make continuous and costly upgrades to our proprietary systems and technologies to maintain our competitiveness. AI (and possibly future AGI) technologies can also democratize access to advanced ML tools, enabling competitors to rapidly develop capabilities similar to ours. This could reduce the effectiveness of our intellectual property protections and diminish our ability to differentiate in the market. Such advancements could also lower the barriers to entry in the flood insurance market, allowing competitors to leverage new AI and AGI technologies to replicate or surpass the capabilities of our proprietary technology, potentially offering more accurate risk assessments, lower prices, or enhanced customer experiences, which could erode our competitive advantage and reduce our market share. The development of AGI could also fundamentally alter the flood insurance industry by enabling unprecedented levels of automation, personalization, and predictive accuracy. If AGI-driven solutions redefine customer expectations or market standards, our existing technology and business model could become outdated or obsolete. Further, the widespread adoption of AGI may introduce unforeseen challenges in integrating new technologies, adapting workflows, or managing compliance with evolving regulations. These disruptions could negatively affect our operations, policyholder relationships, and financial performance. The rapid and unpredictable development of further advancements in AI, AGI, and related technologies and any failure to adapt to these advancements could materially and adversely impact our competitive position, business, financial condition and results of operations. See also “— The regulatory framework for AI technologies is rapidly evolving as many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations; to the extent any such laws or regulations apply to our business, or existing laws and regulations are interpreted in ways that would affect the use of AI in our business, we may need to implement additional standards or practices to remain compliant and the operation of our business could be adversely affected.”Data

The ~~regulatory~~following ~~framework~~tables ~~for~~summarize AIcertain technologies is rapidly evolving as many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations; to the extent any such laws or regulations apply to our business, or existing laws and regulations are interpreted in ways that would affect the use of ~~AI in~~ our ~~business,~~consolidated wefinancial ~~may~~data. ~~need~~The tosummary ~~implement~~consolidated ~~additional standards or practices to remain compliant and the operation of our business could be adversely affected.~~

~~The~~statements regulatory framework for AI and similar technologies and automated decision-making is changing rapidly. It is possible that new laws and regulations will be adopted in the United States and in non-United States jurisdictions, or that existing laws and regulations may be interpreted in ways that would affect the operation of ~~our~~operations ~~products~~data ~~and~~presented ~~solutions~~on ~~and~~a ~~the~~quarterly ~~way~~basis infor ~~which we use AI and similar technologies. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and, to~~ the ~~extent~~first wequarter expand our business to more jurisdictions, we may need to expend additional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions. Moreover, because these technologies are themselves highly complex and rapidly developing, it is not possible to predict all of ~~the~~2025 ~~legal~~through ~~or regulatory risks that may arise relating to our current or future use of AI and such technologies. Further,~~ the ~~cost~~first toquarter ~~comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition, and results~~ of ~~operations.~~

~~As the use of AI becomes more prevalent~~2026, ~~we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive,~~ and ~~regulatory issues, among others. In addition, public and regulatory focus~~ on ~~ethical~~a ~~use~~trailing ~~and~~twelve-month ~~data~~basis privacy concerns regarding AI could lead to reputational damage if we fail, or are perceived to fail, to align with societal expectations or regulatory standards relating to the use of AI. Such scrutiny may result in financial or other penalties and may also erode customer trust, which is crucial for ~~our brand and long-term success. As such, we expect that our incorporation of AI in our business will require additional resources, including~~ the ~~incurrence~~twelve ofmonths ~~additional~~ended ~~costs,~~March ~~to develop and maintain our products and features to minimize potentially harmful or unintended consequences~~31, to2025 ~~comply with applicable~~ and ~~emerging laws and regulations~~2026, tohave ~~maintain~~been ~~or extend our competitive position, and to address any ethical, reputational, technical, operational, legal, competitive, or regulatory issues that may arise as a result of any of the foregoing.~~

~~Further,~~derived afrom ~~number~~our ofaudited ~~aspects~~consolidated offinancial ~~intellectual~~statements ~~property protection in the field of AI are currently under development~~ and ~~there~~related isnotes ~~uncertainty~~thereto ~~and~~included ~~ongoing litigation~~ in ~~different jurisdictions as to the degree and extent of protection warranted for AI and relevant system input and outputs. If we fail to obtain protection for~~ our ~~intellectual~~Annual ~~property~~Report rights within our AI technologies, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products that could adversely affect our business, reputation and financial condition. See also “— We utilize AI in a significant manner, which could expose us to liability or adversely affect our business.”

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


	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 %

Our underwriting success relies heavily on the accuracy and performance of our AI-powered Triton platform. Triton’s performance is inherently dependent on the quality of the data it processes and the algorithms driving its decision-making.

Triton’s advanced modeling relies in part on data from external sources. Inaccuracies, delays, disruptions, or other inadequacies in these data sources could lead to flawed risk assessments or mispriced policies. In addition, errors in the Triton ML model’s training process, biases in its underlying data, or flaws in the algorithm’s design could result in systemic inaccuracies. For example, “overfitting” of our model (i.e., where the model focuses on the specific details it was trained on but is unable to perform well with new data), or underestimating rare but severe events could lead to suboptimal pricing or coverage decisions, and errors or inefficiencies in Triton’s risk selection could result in us offering policies that are less attractive than those of our competitors. If policyholders perceive that our pricing or coverage is inferior, it could lead to lower renewal rates and diminished market share.

Further, as an AI-driven system, Triton’s complex algorithms may lack transparency, making it challenging to identify or correct errors before they cause significant issues. This opacity could complicate efforts to explain or defend pricing and coverage decisions to regulators, insurers, reinsurers, or policyholders, potentially leading to legal or reputational challenges. Additionally, if our cloud computing or third-party data providers change their terms of service, restrict access, or cease operations, it could impact Triton’s ability to function effectively. See also “— We utilize AI in a significant manner, which could expose us to liability or adversely affect our business.”; “— We rely on the efficient, uninterrupted, and secure operation of complex information technology systems and networks to operate our business. Any significant system or network disruption due to an actual or perceived breach in the security of our or our vendors’ information technology systems could have a negative impact on our reputation, regulatory compliance status, operations, sales, and operating results.”; “— Reliance on cloud computing exposes us to technological disruptions and potential risks.”; and “— Reliance on third-party service providers for critical operations, such as payments and mailing, exposes us to operational and reputational risks.”

Triton’s ability to evaluate flood risks and set pricing is critical to our ability to compete with the NFIP and private flood insurance providers. If Triton’s effectiveness were impaired and our policies were to generate higher-than-expected losses, it could negatively impact our relationships with our capacity providers and could result in a reduction in insurance capacity and damage to our reputation as a reliable MGA. This, in turn, could lead to significant operational and financial consequences for us and result in a material and adverse effect on our business, financial condition and results of operations.

Any such significant issues with Triton or our other products could harm our relationships with partners and standing in the marketplace and have a material and adverse effect on our business, financial condition and results of operations.

We utilize AI in a significant manner, which could expose us to liability or adversely affect our business.

We rely on AI to make decisions in connection with the generation of insurance policies. Our significant use of AI exposes us to various risks, such as damage to our reputation, competitive position, and business, legal and regulatory risks and additional costs. For example, AI has been known to produce false or “hallucinatory” inferences or output, and certain AI uses ML and predictive analytics, which can create inaccurate, incomplete, or misleading content, unintended biases and other discriminatory or unexpected results, errors, or inadequacies, any of which may not be easily detectable by us or any of our related service providers. Accordingly, while AI and ML systems may help us generate more tailored pricing and underwriting determinations with respect to a given policyholder, if the content, analyses, or recommendations produced by the AI and ML systems used in our Triton and Poseidon platforms are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed, our reputation, competitive position, and business may be materially and adversely affected. For further information on how these risks apply to our Triton platform, see “— Errors in underwriting or data modeling could harm our reputation, competitive position, and financial results.”

Additionally, if any of our employees, contractors, consultants, vendors, or service providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into publicly available training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect, and enforce our intellectual property or confidential information, harming our competitive position and business. Any output created by us using AI tools

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~~may~~Key ~~not~~Performance be subject to copyright protection, which may adversely affect our intellectual property rights in, or our ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, any one of which may, among other things, require us to limit the ways in which our AI systems are trained and may affect our ability to continue to develop our AI-powered platforms. To the extent that we do not have sufficient rights to use any of the data or other material or content used in or produced by the AI tools we employ, or if we experience cybersecurity incidents in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, data protection and cybersecurity, publicity, contractual, or other rights. Further, our competitors or other third parties may incorporate AI into their products, offerings or underwriting assessment more quickly or more successfully than us, which could impair our ability to compete effectively.Indicators

~~Reliance~~Neptune’s onmanagement ~~cloud~~regularly ~~computing~~reviews ~~exposes~~certain KPIs, usincluding tothe ~~technological~~following ~~disruptions~~key ~~and~~metrics, ~~potential~~to ~~risks.~~evaluate our

~~Our~~business ~~reliance on cloud computing infrastructure introduces several key risks that could impact our operations~~ and ~~competitive advantage. Any disruption~~operations, ~~outage,~~guide ~~or degradation in cloud computing performance — whether due to cyberattacks~~decision-making, ~~technical~~and ~~failures,~~measure ~~natural disasters, or other unforeseen events — could impair our ability to operate~~progress. ~~Such~~We ~~incidents~~utilize ~~could~~a ~~result~~variety inof operational ~~delays,~~metrics ~~policyholder~~to ~~dissatisfaction, and reputational harm.~~

~~Our~~understand ~~ability to handle growing volumes of policy data and transactions also depends on the reliability and capacity of cloud computing providers. If they fail to meet our evolving performance requirements~~growth, ~~we may experience slow response times~~retention, ~~decreased efficiency, or service interruptions, potentially affecting policyholder satisfaction~~ and ~~agent~~ultimately ~~productivity.~~drive ~~Our reliance on third-party cloud computing providers also means we have limited control over their operations, pricing, and service terms~~profitability. ~~Changes~~For indefinitions ~~pricing~~of ~~structure~~these ~~or contractual terms could increase our costs~~KPIs, ~~while~~see ~~any~~“Management’s ~~service degradation or failure on their part could disrupt our operations. Transitioning to an alternative cloud provider, if required, could involve significant time, cost, and operational risk.~~

~~Any~~Discussion ~~such~~and ~~disruption~~Analysis inof ~~our~~Financial ~~platform’s~~Condition ~~performance due to cloud-related limitations, or failure to maintain our technological edge, could adversely impact our ability to compete effectively as rapid advancements in AI~~ and ~~insurance~~Results ~~technology~~of ~~solutions~~Operations ~~enable~~— ~~our~~Non-GAAP ~~competitors~~Financial toMeasures” ~~develop similar or alternative platforms or services. See also “— Rapid advancements~~ in ~~AI, including the development of AGI, and ML technologies could increase competition and disrupt our business model.”~~

~~Any significant issues with~~ our ~~cloud~~Q1 ~~infrastructure~~Quarterly ~~could materially and adversely affect our business~~Report, ~~financial~~incorporated ~~condition~~by ~~and~~reference ~~results of operations~~herein. See also “— We rely on the efficient, uninterrupted, and secure operation of complex information technology systems and networks to operate our business. Any significant system or network disruption due to an actual or perceived breach in the security of our or our vendors’ information technology systems could have a negative impact on our reputation, regulatory compliance status, operations, sales, and operating results.”

~~Reliance~~The ontable ~~third-party~~below ~~service~~compares ~~providers~~certain ~~for~~of ~~critical~~our ~~operations,~~KPIs ~~such~~ as ~~payments~~of and ~~mailing,~~for ~~exposes~~the usthree tomonths ~~operational~~ended March 31, 2026 and ~~reputational~~2025, ~~risks.~~

Werespectively, ~~depend on third-party service providers for critical functions such as processing policyholder payments~~ and ~~mailing~~ ~~policy documents and notices. Technical failures, cyberattacks, or financial instability affecting~~ our ~~third-party~~revenue ~~vendors~~retention ~~could~~rate ~~interrupt~~for their ability to provide services. Delays or errors in payment processing could harm policyholder trust, while issues with mailing policy documents could result in missed policyholder notifications. Failures by third-party vendors to meet service expectations or comply with regulatory standards could also be attributed to Neptune, resulting in reputational harm, regulatory scrutiny, or financial penalties. In the ~~event~~twelve ofmonths ~~any~~ended ~~such issues~~March 31, ~~identifying~~2026 and ~~transitioning to alternative providers~~2025, if necessary, would require significant time, cost, resources, operational risk, and could lead to temporary disruptions. Any disruption, failure, or performance issues involving these third-party providers could adversely affect our ability to operate efficiently, maintain policyholder satisfaction, and comply with regulatory requirements, which could have a material and adverse effect on our business, financial condition, and results of operations.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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~~Claims~~Reconciliation ~~handling~~of byNon-GAAP ~~third~~Financial ~~parties, including insurance carriers and TPAs, could negatively impact our reputation and result in litigation risks.~~Measures

AsThis anprospectus ~~MGA,~~includes wecertain ~~neither assume insurance risk nor have claims~~non-~~handling~~GAAP ~~authority.~~financial ~~Instead~~measures, ~~the~~including ~~responsibility~~Adjusted for adjudicating claims lies with the insurance carriers that underwrite the policies we sell. These carriers frequently rely on TPAs to process and manage claims on their behalf. While this model allows us to focus on policy issuance and distributionEBITDA, itAdjusted ~~exposes us to reputational and operational risks tied to claims handling.~~

~~The~~EBITDA ~~timeliness and fairness of claims processing are critical to maintaining policyholder trust. Policyholders may not fully understand that Neptune does not handle claims directly~~margin, leading to confusion or misplaced blame when issues arise. Similarly, any operational issues at the TPAs delivering claims services for our insurance carriers, such as insufficient staffing, inadequate training, or technical failures, could impact the speed and ~~quality~~Adjusted ofnet ~~claims resolution, and any misaligned priorities between the TPAs and our insurance carriers could also exacerbate delays or disputes, further eroding policyholder trust~~income. IfThese anon-GAAP ~~TPA~~financial ormeasures our insurance carriers deny claims, process them slowly, or fail to meet policyholder expectations, policyholders may associate claims dissatisfaction with Neptune, regardless of our lack of direct involvement in the claims process, and we may face reputational harm which can, among other things, reduce policyholder retention and deter new policy sales. In addition, disputes over claims decisions can result in lawsuits involving policyholders, insurance carriers, TPAs, and, indirectly, Neptune as an MGA. We are not ~~responsible~~prepared ~~for claims adjudication and are indemnified by our insurance carriers for claims-related litigation matters, but our association with the policies sold can result~~ in ~~legal~~accordance costs, regulatory scrutiny, and reputational damage. These risks are exacerbated during catastrophic events, which often lead to heightened claims activity and increased likelihood of litigation. While we actively collaborate with our insurance carriers and their TPAs to ensure high standards in claims handling, we cannot guarantee that all claims will be processed in a manner consistent with the expectations of our policyholders and negative experiences or lawsuits related to claims handling could materially and adversely affect our business, financial condition, and results of operations.

Anwith ~~overall~~GAAP ~~decline~~and inshould ~~the~~not ~~housing~~be ~~market~~considered oras ~~general~~alternatives ~~economic~~to ~~conditions~~net ~~could~~income ~~have~~or aany ~~material~~other ~~adverse~~measure ~~effect~~of ~~on the~~ financial ~~condition and results of operations of our business.~~

~~Our~~ performance ~~and~~calculated ~~ability to issue new policies~~ and ~~retain~~presented ~~existing~~in ~~policies~~accordance iswith ~~closely tied to home sales, economic activity, construction costs, household income, and employment levels, as well as commercial property markets~~GAAP. ~~The~~For ~~demand~~definitions ~~for flood insurance generally rises as the overall level~~ of ~~household~~these ~~income~~non-GAAP ~~increases~~measures and generally falls as household income decreases, affecting both premium volume and policy count, which would impact our revenue and financial condition. In addition, home and business owners often purchase flood insurance at the time of the purchase of a home or commercial property, and major slowdowns in the residential or commercial housing market could impact our ability to generate new business.

~~Elevated~~information ~~mortgage~~about ~~rates~~how and ~~declining~~why ~~affordability~~we ~~have~~use ~~recently~~these ~~strained the housing market~~measures, ~~leading~~see to“Management’s aDiscussion ~~decrease in first-time homebuyers~~ and ~~overall~~Analysis ~~housing market activity. As~~ of ~~January 2025,~~Financial 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 projected to be 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. A decrease in housing market activity, particularly in areas where flood coverage is needed, due to adverse economic conditions — caused by inflation, tariffs, rising interest rates, geopolitical tensions, recessionary pressures, 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 (homeowners with a mortgage in FEMA-designated high-risk SFHAs must obtain coverage) and a substantial portion of our flood insurance policies are purchased during home acquisitions or refinancing.

~~Economic~~Condition ~~downturns can also impact our existing policyholder base. Economic conditions influence consumer behavior~~ and ~~spending~~Results ~~patterns. During periods~~ of ~~economic~~Operations ~~uncertainty~~— orNon-GAAP ~~recession,~~Financial ~~consumers~~Measures” ~~may prioritize other expenses over purchasing or renewing flood insurance or other E&S lines. This shift~~ in ~~consumer priorities can lead to a decrease in demand for~~ our ~~products,~~Q1 ~~further~~Quarterly ~~impacting our sales and revenue. Homeowners facing financial difficulties may choose to cancel existing insurance policies~~Report, ~~modify~~incorporated ~~their coverage, or not renew the policies they hold with us,~~

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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~~leading~~Adjusted toNet lower renewal rates. Economic stress can also result in lower property values, which in turn can reduce the premiums we collect on existing policies. This reduction in premium income could adversely affect our revenue and profitability. Additionally, financially stressed homeowners may be more likely to file claims, and the cost of claims may rise if economic conditions, including impacts from recent tariffs, lead to increased repair and rebuilding costs. As we rely on our carrier partners to provide insurance capacity and assume the associated risk, if the incurred losses exceed any carrier’s loss tolerance, we risk their reduction or withdrawal as a risk-taking partner to Neptune.Income

InThe ~~addition,~~table ~~economic~~below ~~downturns~~presents ~~can~~a ~~strain~~reconciliation ~~our distribution network and affect the operations and financial health~~ of ~~our~~Adjusted ~~partners,~~Net ~~potentially~~Income ~~leading~~ to anet ~~reduction~~income ~~in their productivity or even their exit from~~ (the ~~flood~~most ~~insurance~~directly ~~market.~~comparable Agents may also experience reduced customer activity, limiting their ability to sell Neptune products. This would limit our ability to reach new policyholders and maintain existing ones, thereby affecting our overall sales. Any prolonged economic downturn and long-term loss could strain our financial resources, requiring us to invest additional capital to maintain operations and support our distribution network. This could lead to increased borrowing and higher interest expenses. As a result, any extended decline in the housing market or any overall economic downturn could materially and adversely affect our business, financial condition and results of operations.

WeGAAP ~~may~~measure), befor ~~negatively~~each ~~affected~~of by the ~~cyclicality~~three ofand ~~the~~twelve ~~markets~~months ~~and~~ended ~~industry~~March in31, ~~which~~2026 weand ~~operate~~2025.

The insurance market in which we operate has historically been cyclical based on the underwriting capacity of the insurance carriers, general economic conditions, state regulatory responses to market conditions, the timing of hurricane and storm season and other natural disasters, and other social, economic, and business factors. In a period of decreasing insurance capacity or higher than typical written loss ratios across an insurance segment or segments, insurance carriers may raise premium rates. This type of market frequently is referred to as a “hard” market. In a period of increasing insurance capacity or lower than typical written loss ratios across an insurance segment or segments, insurance carriers may reduce premium rates, and business might migrate away from the E&S lines market and into the admitted market. This type of market frequently is referred to as a “soft” market. Our results of operations are affected by this cyclicality of the market. The frequency and severity of natural disasters and timing of significant flood risks, other catastrophic events (such as hurricanes), social inflation, and reductions or increases in insurance capacity can affect the timing, duration, and extent of industry cycles for the product lines we distribute. These catastrophic events can lead to significant losses for capacity providers, prompting them to adjust their risk tolerances. Such conditions can adversely affect our relationships with our capacity providers and could result in a reduction in insurance capacity which could lead to significant operational and financial consequences for us. Additionally, the unpredictability of severity, timing, or duration of these cycles makes it challenging to predict the related responses of insurance carriers and regulators and forecast their impact on our business operations and financial performance. In addition, if our capacity providers experience liquidity problems, insolvency, or other financial difficulties, or do not timely provide required information to us, we could encounter the loss of capacity provider partners, which could lead to reduced capacity and a reduction in our ability to sell our insurance products to our policyholders. These conditions may adversely affect our revenue and make it difficult for us to accurately predict our future results, which could harm our business, financial condition, and results of our operations.


	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%

Because the revenue we earn on the sale of certain insurance products is based on premiums and commission rates set by capacity providers, any reductions, volatility, or adverse trends in these premiums or commission rates could adversely impact our revenue and profitability.__________________

~~The~~(1)This ~~majority~~represents ~~of our revenue is derived from commissions set by~~ the ~~capacity~~tax ~~providers~~impact ~~that~~using ~~underwrite~~effective ~~the~~tax ~~policies~~rates ~~we sell. These commissions are typically calculated as a fixed percentage~~ of ~~the premiums charged to policyholders, making our financial performance sensitive to changes in commission rates year-over-year~~27.1% ~~As a result, any decline in commission rates, whether driven by market conditions, carrier profitability, or regulatory changes, could materially~~ and ~~adversely affect our business~~25.8% ~~Capacity~~for ~~providers~~the ~~may~~three ~~face~~months ~~financial~~ended ~~challenges stemming from increased claims activity~~March 31, ~~catastrophic~~2026 ~~events, rising reinsurance costs, or regulatory changes~~ and, ~~in response~~2025, may look to reduce commission rates to manage expenses or may reassess their underwriting profitability, which could also lead to pricing adjustments, tighter underwriting criteria, or reductions in commissions. In addition, economic downturns that result in downward pressure on policy premiums may decrease our commission-based revenue.

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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~~Because~~Adjusted ~~commissions~~Net represent a key source of our income, any reduction in the amounts of these commissions could require us to identify alternative revenue streams, reduce operating expenses, or accept diminished profitability. In addition, failure to effectively adapt to changes in commission structures could hinder our ability to execute our growth strategy and maintain our competitive position in the flood insurance market. Any such impacts could have a material adverse effect on our business, financial condition and results of operations.Income

~~Competition~~The intable ~~our~~below ~~industry~~presents ~~may~~a bereconciliation ~~intense,~~of ~~including~~Adjusted ~~from~~net ~~the~~income ~~NFIP, and if we are unable~~ to ~~compete~~net ~~effectively,~~income ~~then~~(the ~~our~~most ~~ability~~directly tocomparable ~~grow and maintain market share and financial results may be negatively affected.~~

~~The~~GAAP ~~flood~~measure) insurance market is highly competitive, with the NFIP holding approximately 90% 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~~each insurers, including Neptune, to compete effectively. In addition, the private flood insurance market is becoming increasingly competitive, with new entrants and existing players seeking to capture market share. If capacity providers adjust their commission structures to align with competitive pressures or incentivize other MGAs or distributors, we may face reduced commission rates or less favorable terms. Changes in federal or state regulations governing insurance commissions could also cap or reduce allowable commission rates. The NFIP and private competitors could expand market share more rapidly or compete more effectively through innovation, pricing strategies, or expanded distribution networks. Some of these competitors may have greater financial resources, established reputations, or strategic partnerships, which could enable them to attract policyholders or agents at our expense. Competition in this market is driven by, among other things, pricing, technology and regulatory changes, reputation, coverage options, agent preference, and innovation. For example, the ~~NFIP’s~~quarterly ~~subsidized~~periods ~~premiums in certain areas and the potential for competitors to undercut prices can limit our ability to compete solely on cost~~presented. Alternatively, customers may perceive the NFIP as a safer or more affordable option, even in cases where private insurance offers superior coverage. Adjustments to the NFIP’s pricing, coverage options, or underwriting guidelines could also significantly alter the competitive landscape. If the NFIP were to lower premiums or simplify its processes, private insurers, including Neptune, may face increased difficulty in retaining or growing their policyholder base. In addition, our competitors could differentiate themselves by offering unique or expanded policy features, which could appeal to customers seeking more tailored solutions. If other private insurers utilize advanced technologies or data-driven approaches to provide faster, more accurate risk assessments or enhanced customer experiences, such competitors could challenge our position as a leader in providing private flood insurance, and any inability to match or exceed such offerings could reduce our competitiveness. Finally, independent agents and brokers who distribute Neptune’s policies also represent other insurers, including the NFIP and private competitors. Agents may prioritize insurers that offer higher commissions, simpler processes, or perceived customer benefits, impacting Neptune’s ability to maintain its distribution network. See also “— 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.” The highly competitive nature of the flood insurance market could result in pricing pressures, reduced policy retention, increased marketing cost, or difficulty acquiring new policyholders. If we are unable to effectively compete with the NFIP or other private insurers, our market share, revenue growth, financial condition, and results of operations could be materially and adversely affected.

Increased commission requirements from our distribution partners could have an adverse impact on our profits.


	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

The majority of our policy sales are generated through third-party distribution agents and brokers, who play an important role in generating sales and expanding our market reach. Most of our revenue is a function of premium volume (policy sales) and commission rates. If our distribution partners increased their commission requirements for any reason, our financial performance could be adversely affected. Several factors could lead to an increase in such commission expenses, including competitive pressures in the market, market conditions, and regulatory changes. Agents and brokers have the flexibility to promote multiple insurance providers, including both private insurers and the NFIP. To remain competitive, we may need to increase commission rates, bonuses, or incentives to retain and attract high-performing third-party partners. In addition, economic downturns or reductions in consumer demand for flood insurance could prompt agents and brokers to negotiate higher commissions to offset lower policy volumes. Finally, future regulations or industry standards could require insurers to adjust commission structures, which may

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~~lead~~RISK to higher payout obligations. Any increase in commission expenses would have an adverse effect on our margins and, if we are unable to offset higher commission costs through pricing adjustments or operational efficiencies, our business, financial condition, and results of operations could be materially and adversely impacted.FACTORS

WeInvesting ~~are~~in ~~highly~~our ~~dependent~~Class onA ~~the~~common ~~services~~stock ofinvolves ~~our~~risk. ~~senior~~The ~~management~~occurrence ~~team,~~of ~~including~~any ~~our~~of ~~Chief~~the ~~Executive~~events ~~Officer.~~or developments

~~The~~described ~~continued~~below ~~success of our business is highly dependent on the expertise~~ and ~~leadership~~included of our senior management team, including Mr. Burgess, our Chief Executive Officer, Chairman of our board of directors, and our largest stockholder, who has been the driving force behind our success since Neptune’s inception. Mr. Burgess has played, and continues to play, a critical role in ~~shaping our strategic direction, fostering key relationships with capacity providers and distribution and agency partners, and driving innovation within our business and~~ the ~~flood~~documents ~~insurance~~incorporated ~~industry.~~by ~~Mr. Burgess~~reference ~~and~~herein our senior management team’s extensive experience in finance, insurance, and technology has been instrumental in our growth and market differentiation. The unexpected loss of Mr. Burgess or other members of our senior management team could ~~disrupt~~materially ~~our operations~~ and impact our ability to continue executing our business strategy with the same level of effectiveness. Finding a successor with a comparable vision and capability to maintain the momentum and direction that Mr. Burgess and our senior management team have established for us would present a substantial challenge. Furthermore, Mr. Burgess’ departure could lead to instability within Neptune, potentially affecting the morale and productivity of our team, which has been crucial in our rapid growth and innovation. The potential uncertainty surrounding such a leadership transition could also undermine confidence among our policyholders, partners, and investors as well as other stakeholders who are integral to our continued success and expansion, and any perceived weakening of our leadership could be exploited by our competitors. As a result of their instrumental role in our business, if Mr. Burgess or other members of our senior management team were to discontinue their service to Neptune due to death, disability, or for any other reason, our business, financial condition, results of operations, and growth prospects could be adversely ~~affected.~~

Weaffect ~~may~~our ~~not~~business, befinancial ~~able~~condition, toresults ~~attract~~of ~~and~~operations, ~~retain the key employees~~ and ~~highly~~growth ~~skilled~~prospects. ~~people~~In wesuch ~~need~~an toevent, ~~support~~the ~~our~~market ~~business.~~

~~Our~~price 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~~Class ~~technology.~~A ~~This~~common ~~team’s~~stock ~~expertise~~could ~~in ML~~decline, ~~geospatial analysis,~~ and ~~data~~you ~~modeling~~may islose ~~vital~~all ~~to ensuring our ongoing success and our ability to remain competitive. The loss of key technical talent~~ or ~~critical~~part ~~members~~ of ~~our~~your engineering and data science team could impair our ability to refine our risk assessment capabilities, address evolving market needs, or respond effectively to competitive pressures and could disrupt operations, delay strategic initiatives, and undermine our relationships with capacity providers, agents, and policyholdersinvestment. ~~Replacing~~You ~~such~~should individuals may require substantial time and resources, and there is no assurance that we could identify suitable candidates with comparable expertise. We also rely on employees with specific licenses. The departure of key licensed individuals could immediately impact our ability to place new business or service existing policies in affected states until we can obtain new individual licenses.

~~The~~consider ~~financial~~carefully ~~services~~all ~~and~~of ~~technology industries are highly competitive, and~~ the ~~demand~~information ~~for~~set ~~talented~~forth ~~professionals~~ in ~~fields~~this ~~such~~prospectus ~~as data science~~ and AIthe ~~development~~documents ~~often~~incorporated ~~exceeds~~by ~~supply.~~reference To attract and retain top talent, we must offer competitive compensation, benefits, and growth opportunities or we could be required to replace certain critical employees or hire contractors to fill highly skilled roles while vacant. Rising costs in these areas could increase our operating expenses, while failure to maintain a strong leadership team or technical workforce could impede growth and innovation. Any disruption to our talent pool of key personnel or failure to attract and retain key employees could materially and adversely affect our business, financial condition, results of operations, and growth prospects.

~~Reliance on the Neptune brand is critical to our success~~herein, and, ~~any~~in ~~failure~~particular, tothe ~~maintain~~risk orfactors ~~enhance~~described in our ~~brand~~Annual orReport ~~damage~~and to our ~~reputation~~Q1 ~~could~~Quarterly ~~adversely~~Report, ~~impact~~each ~~our business.~~

~~Our~~incorporated ~~brand~~by isreference ~~a cornerstone of our business, and our reputation is a key factor in attracting policyholders, capacity providers, agents, and other partners~~herein. ~~Maintaining~~Additional arisks ~~strong~~ and ~~trusted~~uncertainties ~~brand~~not ispresently ~~essential~~known to ~~our~~us ~~competitive positioning and long-term success. A weakened brand~~ or ~~damage~~that towe ~~our~~currently ~~reputation could result in reduced demand for our products, decreased agent engagement, less favorable terms from capacity providers or less desire by~~

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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~~capacity~~premium ~~providers~~for toyour ~~partner~~shares ~~with~~of ~~us,~~Class ~~or challenges in partnering with other key service providers.~~ A ~~decline~~common instock ~~brand~~as ~~recognition~~part orof ~~policyholder~~a ~~trust~~sale ~~could~~of ~~also hinder our ability to stand out in the marketplace and make~~ us ~~less attractive to current~~ and ~~prospective~~ultimately ~~employees~~might ~~relative~~affect ~~to our competitors, particularly given~~ the ~~intensely competitive~~ market ~~for highly skilled employees.~~

~~Negative~~price ~~publicity and unfavorable opinions or reviews from policyholders, whether related to claims handling, policy terms, policyholder service, underwriting practices, data security breaches, the use~~ of our ~~technology~~Class ~~for~~A ~~illegal~~common ~~or objectionable applications (including AI and ML applications that present ethical, regulatory, or other issues), or any other factors could erode trust in the Neptune brand~~stock. Also, while we do not have any claims-handling authority, negative experiences related to claims handling or policyholder service could also result in complaints, reduced policyholder retention, or unfavorable online reviews. Delays, denials, or disputes in claims adjudication by TPAs or reinsurers could also be attributed to us, harming our relationships and public image. In addition, issues such as system outages, data breaches, or errors in underwriting and pricing could undermine trust in our brand and products, and any investigations, fines, or lawsuits could damage our reputation with existing policyholders, capacity providers, agents, and other stakeholders as well as our ability to obtain new policyholders, capacity providers and agents. Further, media coverage of any perceived shortcomings, such as allegations of unethical practices, discrimination, or unfair pricing, could erode confidence in our company. Any such adverse impacts on our brand or reputation could lead to decreased policyholder loyalty, reduced policy sales, and challenges in retaining agent and capacity provider relationships.

~~Moreover,~~Each ~~repairing~~outstanding ~~our~~share ~~brand~~of ~~and~~Class ~~reputation~~B incommon ~~the~~stock ~~case~~is ofconvertible at any ~~adverse event may be difficult,~~ time~~-consuming,~~ ~~and~~at ~~expensive. Our failure to quickly respond to and address, or~~ the ~~appearance~~option of ~~our~~the ~~failure~~holder tointo ~~respond~~one to and address, corporate crises and other issues that give rise to reputational risk could significantly harm our brand and reputation, which could result in loss of trust from our policyholders, third-party partners, and employees and could lead to an increase in litigation claims and asserted damages or subject us to regulatory actions or restrictions.

~~Maintaining~~share ~~and~~of ~~enhancing~~Class ~~our~~A ~~brand~~common ~~also requires ongoing investment in marketing, technology, and policyholder experience~~stock. IfIn ~~these efforts fail to produce the desired results or if competitors outperform us in brand perception~~addition, iteach ~~could~~share ~~limit our growth opportunities. The loss~~ of ~~confidence~~Class ~~in,~~B orcommon ~~any~~stock ~~failure~~will toconvert ~~maintain~~automatically orinto enhance, the Neptune brand or our reputation could materially and adversely affect our ability to attract and retain policyholders, agents, and partners, thereby negatively impacting our business, financial condition, results of operations, and growth prospects.

Inone ~~addition,~~share ~~third parties’ use~~ of ~~trademarks~~Class ~~and~~A ~~branding~~common ~~similar~~stock toupon ~~ours~~any ~~could~~transfer, ~~materially~~whether ~~harm our business~~ or ~~result in litigation or other expenses. We may~~ not befor ~~able to adequately prevent such practices, which could harm the~~ value ~~of our business~~, ~~result~~except infor ~~the~~certain ~~abandonment,~~permitted dilution, or invalidity of trademarks associated with our business and adversely affect our results of operations or our financial condition. Heightened competitive pressures that result in a loss of policyholders or a reduction in revenues or revenue growth rates, or failure to successfully maintain, defend, enforce, and enhance our brand and substantial expenses in attempts to maintain, defend, enforce and enhance our brand, could have a material adverse effect on our business, financial condition, and results of operations. See also “— 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.”

~~Our~~transfers, ~~rapid~~as ~~growth~~further ~~may~~described ~~place~~in ~~significant~~our ~~demands~~amended onand ~~our~~restated ~~resources,~~certificate ~~systems,~~of ~~and~~incorporation. ~~personnel~~In addition, ~~which~~each ~~could~~share ~~adversely~~of ~~impact our business.~~

WeClass ~~have~~B ~~experienced~~common ~~rapid~~stock ~~growth~~will ~~since~~convert ~~our~~automatically ~~inaugural~~into ~~full~~one ~~year~~share of ~~operations~~Class inA ~~2018.~~common ~~Our~~stock ~~continued~~upon ~~success~~the ~~depends~~earlier onof ~~our~~(i) ability to effectively manage and sustain this growth and our efforts to expand our operations, policyholder base, and geographic reach can place significant demands on our resources, systems, and personnel.

~~For~~twelve ~~example,~~months ~~rapid~~following ~~growth~~the ~~may~~death ~~outpace~~or ~~our~~disability ~~existing~~of ~~technical~~Mr. ~~infrastructure,~~Burgess ~~technology, and processes, leading to inefficiencies, delays,~~ or ~~operational~~(ii) ~~disruptions.~~upon ~~Inadequate~~the ~~systems~~first totrading ~~manage~~day ~~policy~~on ~~issuance~~ or ~~agent~~after orsuch ~~policyholder~~date support could harm our reputation and policyholder satisfaction. Growth may also require attracting, hiring, and retaining skilled employees, including engineers, data scientists, and policyholder service representatives,

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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~~and~~been ~~increased~~subject ~~competition for talent in the technology and financial services industries may make it challenging~~ to ~~expand~~securities ~~our~~class ~~workforce~~action ~~if needed to support our expansion~~litigation. ~~See also “—~~ We may ~~not~~ be ~~able to attract and retain~~ the ~~key~~target ~~employees~~of ~~and~~this ~~highly~~type ~~skilled~~of ~~people~~litigation wein ~~need~~the tofuture, ~~support~~which ~~our business.”~~

Further, if we expand into new markets, the complexity of complying with diverse regulatory requirements and managing relationships with agents, capacity providers, and third-party vendors in those markets will increase. Failure to adequately scale operations to address these complexities could ~~limit our ability to grow effectively. If we are unable to manage the demands of our growth effectively, it could~~ result in ~~operational~~substantial ~~inefficiencies,~~expenses ~~policyholder dissatisfaction,~~ and ~~financial~~divert ~~challenges, which could materially and adversely impact~~ our ~~business,~~management’s ~~financial condition, results of operations, and growth prospects~~attention.

IfSome weprovisions ~~cannot~~of ~~maintain~~Delaware law and our ~~corporate~~amended ~~culture~~and asrestated wecertificate ~~grow,~~of ~~our~~incorporation ~~business~~and ~~may~~amended beand ~~harmed.~~

Werestated ~~believe~~bylaws that our culture, including our management philosophy, has been a critical component to our success and that our culture creates an environment that drives and perpetuates our overall business strategy, innovation, efficiency, and employee satisfaction. We have invested substantial time and resources in building our team and we expect to continue to hire as our business expands. As we grow and mature, we may ~~find~~deter itthird ~~difficult~~parties tofrom ~~maintain~~acquiring ~~the~~us ~~valuable aspects of our culture. Rapid growth can lead to changes in organizational structure, increased complexity in operations, geographical dispersion,~~ and ~~the~~diminish ~~need to integrate new employees who may not be familiar with our cultural values. If we are unable to effectively communicate and instill our culture in new hires, or if~~ the ~~pressures~~value of ~~growth lead to a dilution of~~ our ~~cultural~~Class ~~principles,~~A ~~our~~common ~~business may suffer~~stock.

~~Any~~Our ~~failure~~amended ~~to preserve our culture could harm our future success, including our ability to retain~~ and ~~recruit~~restated ~~personnel,~~certificate ~~innovate~~of ~~and~~incorporation ~~operate effectively, achieve efficiency,~~ and ~~execute on~~ our ~~business~~amended ~~strategy. If we are unsuccessful in recruiting, hiring, training, managing,~~ and ~~integrating~~restated ~~new~~bylaws ~~employees,~~contain orprovisions retaining our existing employees, or if we fail to preserve the valuable aspects of our culture, it could materially impair our ability to attract and support new capacity providers, agent and broker partners, and policyholders, all of which would materially and adversely affect our business, financial condition, and results of operations.

Ifthat wecould ~~are~~delay ~~unable~~or toprevent ~~successfully~~a ~~launch~~change ~~additional~~in ~~products~~control orof ~~expand~~ our ~~product~~company. ~~offerings,~~These ~~including~~provisions ~~into~~could ~~new~~also ~~domestic~~make ~~and international markets,~~ it ~~may~~difficult ~~impact~~for ~~our ability to continue to grow revenue.~~

Instockholders ~~the future, we may choose~~ to ~~expand~~elect ~~our~~directors ~~product~~who ~~offerings,~~are ~~including~~not ~~into~~nominated ~~international~~by ~~markets.~~current ~~Introducing~~members ~~new~~of ~~insurance~~our ~~products~~board ~~and~~of ~~new~~directors or ~~existing~~take ~~product~~other offerings into new markets would allow us to diversify our revenues, attract a broader policyholder base, and increase policyholder retention. Our ability to successfully develop and launch such initiatives is subject to several risks and challenges, including market demand and adoption, regulatory approvals and compliance, competition, operational and technical challenges, and reinsurance and capital constraints.

~~The~~corporate ~~success of any new initiative depends on policyholder demand~~actions, ~~agent~~including ~~adoption,~~effecting ~~and~~changes ~~overall~~in ~~market conditions. If~~ our ~~new initiatives fail to attract sufficient policyholders or fail to gain traction among distribution partners, they may not generate the revenue we expect~~management. ~~Expanding~~These into new insurance products and new geographies may require approval from state, federal, or other applicable regulators in such geographies, which can be a lengthy and complex process. In addition, established insurers and new market entrants may already offer similar products or introduce competing solutions, making it more difficult for us to differentiate our offerings and gain market share, and any delays, denials, or regulatory changes could also hinder our ability to bring new products to market.provisions:

~~Developing~~•establish ~~and~~a ~~launching~~classified ~~new~~board ~~products~~of ~~and~~directors ~~new~~so orthat ~~existing~~not ~~product~~all ~~offerings~~members ~~into~~of ~~new markets may also require enhancements to~~ our ~~proprietary~~board ~~technology, underwriting models, and policyholder service capabilities. Any shortcomings in these areas could limit the effectiveness~~ of ~~new~~directors ~~offerings. New insurance products would also require support from new or existing insurance and reinsurance partners, and if we~~ are ~~unable~~elected ~~to secure such additional support or new partnerships on favorable terms or~~ at ~~all,~~one ~~our ability to introduce new products or to enter into new geographies may be limited.~~

Additionally, when we look to expand our business internationally, we may encounter different regulatory regimes and heightened competition, whether from governmental or other private insurers, that could increase pricing pressures or inhibit our ability to implement our initiatives. As a result, we may not be able to adapt quickly enough to foreign regulatory requirements, certain markets may offer uniquely different risk profiles that we have 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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~~not~~Our ~~previously~~certificate ~~encountered,~~of ~~local~~incorporation ~~insurers,~~designates ~~distribution~~the ~~channels,~~Court ~~and~~of ~~regulatory~~Chancery ~~bodies~~of ~~may be unwilling to partner with us, and our experience in~~ the ~~U.S. market~~State ~~may~~of ~~not~~Delaware ~~translate~~as ~~to allow us to effectively compete in international markets. See also “— Changes to~~ the ~~E&S~~exclusive ~~lines~~forum ~~regulatory landscape, or a requirement for Neptune to file admitted rates, could have a detrimental impact to our sales, innovation, and ability to grow.”~~

Iffor wecertain ~~are~~litigation ~~unable~~that tomay ~~successfully~~be ~~develop,~~initiated ~~launch,~~by ~~and scale new products or to expand into new geographies,~~ our ~~ability~~stockholders ~~to generate additional revenue~~ and ~~sustain~~the ~~growth~~federal ~~and~~district ~~our~~courts ~~business, financial conditions, and results~~ of ~~operations~~the ~~may~~U.S. beas ~~materially~~the ~~and adversely affected.~~

~~Business~~exclusive orforum ~~asset~~for ~~acquisitions~~litigation ~~and~~arising ~~dispositions~~under ~~may~~the ~~expose~~Securities usAct, towhich ~~certain~~could ~~risks.~~limit our stockholders’ ability to

Weobtain have made acquisitions in the past and may pursue further acquisitions or other strategic transactions, including dispositions and joint ventures, in the future. The completion of any business or asset acquisition or disposition is subject to certain risks, including those relating to the receipt and terms and conditions of required regulatory approvals, including any financial accommodations required by regulators, our ability to satisfy such terms, conditions, and accommodations, the occurrence of any event, change, or other circumstances that could give rise to the termination of a ~~transaction,~~favorable ~~and~~judicial ~~the~~forum ~~risk~~for ~~that~~disputes ~~parties~~with ~~may not be willing or able to satisfy the conditions to a transaction~~us. As a result, there can be no assurance that any business or asset acquisition or disposition will be completed as contemplated, or at all, and no assurance regarding the expected timing of the completion of the acquisition or disposition.

~~Once~~Our weamended complete acquisitions or dispositions, there can be no assurance that we will realize the anticipated economic, strategic, or other benefits of any transaction. For example, the integration of businesses or employees we acquire may not be as successful as we anticipate, or there may be undisclosed risks present in such businesses. Acquisitions involve a number of risks, including operational, strategic, financial, accounting, legal, compliance, and ~~tax~~restated ~~risks,~~certificate ~~including difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing policyholders~~ of ~~the~~incorporation ~~acquired~~provides ~~entities, difficulties in integrating acquired technologies or systems, unforeseen liabilities~~ that ~~arise in connection with~~ the ~~acquired~~Court ~~businesses,~~of orChancery ~~unfavorable market conditions that could negatively impact our expectations for the acquired businesses, as well as difficulties in integrating and realizing the projected results~~ of ~~acquisitions and managing~~ the ~~litigation~~State and regulatory matters to which acquired entities are party. Such difficulties in integrating an acquired business may result in the acquired business performing differently than we expected (including through the loss of policyholders) or in our failure to realize anticipated expense-related efficiencies. Risks resulting from future acquisitions may have a material adverse effect on our results of operations and financial condition.

~~Similarly,~~Delaware ~~dispositions~~is ofthe aexclusive ~~business~~forum ~~also involve a number of risks~~(or, ~~including operational and technology risks of data loss~~if, ~~loss of talent,~~ and ~~stranded~~only ~~costs~~if, ~~which~~the ~~could~~Court ~~potentially have a negative impact on our business, results~~ of ~~operations,~~Chancery ~~financial condition, and liquidity. In connection with a business or asset disposition, we may also acquire a concentrated position in securities~~ of the ~~acquirer~~State ~~as part~~ of ~~the~~Delaware ~~consideration,~~lacks ~~which would~~ subject us to risks related to the price of equity securities and our ability to monetize such securities. In addition, with respect to certain dispositions, we could be subject to restrictions on our use of proceeds. If we fail to realize the benefits of any disposition, our business, financial condition, and results of operations may be adversely affected.

~~Our~~matter ~~inability~~jurisdiction, toany ~~successfully~~state ~~recover~~court ~~should~~located wewithin ~~experience~~the aState ~~disaster~~of Delaware or, ~~other business continuity problem could cause material financial loss~~if, ~~loss~~and ofonly ~~human capital~~if, ~~reputational~~all ~~harm,~~such orstate ~~legal~~courts ~~liability.~~lack

~~Our~~subject ~~operations~~matter are dependent upon our ability to protect our personnel and technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. Should we experience a local or regional disaster or other business continuity problemjurisdiction, ~~such~~the asfederal andistrict ~~earthquake,~~court ~~hurricane,~~for terrorist attack, pandemic, protest or riot, security breach, cyberattack or other similar incident, power loss, telecommunications failure, or other natural or man-made disaster, our continued success will depend, in part, on the ~~availability~~District of ~~our~~Delaware) ~~personnel~~for ~~and~~ the ~~proper~~following ~~functioning~~types of ~~computer,~~actions ~~telecommunication, and other related systems and operations. We could potentially lose key executives, personnel, and policyholder data,~~ or experience material adverse interruptions to our operations or delivery of services in a disaster recovery scenario. Such disruption could also result in significant financial losses arising from the inability to process new policies or renew existing ones in

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

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