UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 2228, 2026

NEPTUNE INSURANCE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42878

33-4189588

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification Number)

400 6th Street S, Suite 2

St. Petersburg, Florida 33701

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (727) 202-4815

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange
on which registered

Class A Common Stock, par value $0.00001 per share

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 25.~~02Results~~07Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~April~~May 2228, 2026, Neptune Insurance Holdings Inc. (the “Company”) ~~issued~~held aits ~~press~~2026 ~~release~~Annual ~~and~~Meeting anof ~~earnings~~Stockholders ~~presentation~~(the ~~announcing~~“Annual ~~its~~Meeting”) ~~financial~~as ~~results~~a virtual meeting conducted via live audio webcast, for the ~~first~~following ~~quarter~~purposes: ~~ended~~(i) ~~March~~to ~~31,~~elect ~~2026.~~two Adirectors ~~copy~~for a three-year term ending at the Company’s 2029 Annual Meeting of Stockholders (the ~~press~~“2029 ~~release~~Annual Meeting”), and (ii) to ratify the ~~earning~~appointment ~~presentation~~of ~~are~~PricewaterhouseCoopers ~~furnished~~LLP as ~~Exhibit~~the ~~99.1~~Company’s ~~and~~independent ~~Exhibit~~public ~~99.2,~~accountants ~~respectively,~~for tothe ~~this~~fiscal ~~Current~~year ~~Report~~ending onDecember ~~Form~~31, ~~8-K~~2026.

~~The~~As ~~information~~of ~~contained~~the inclose ~~this~~of ~~Current~~business ~~Report~~ on ~~Form~~April ~~8-K~~7, ~~including~~2026, ~~Exhibit~~the ~~99.1~~record ~~and~~date ~~Exhibit~~for ~~99.2~~the ~~attached~~Annual ~~hereto~~Meeting, isthere ~~being~~were ~~furnished~~94,895,913 ~~and~~shares ~~shall~~of ~~not~~the beCompany’s ~~deemed~~Class ~~“filed”~~A ~~for~~Common ~~purposes~~Stock ofand ~~Section~~43,435,000 18shares of the ~~Securities~~Company’s ~~Exchange~~Class ~~Act~~B ofCommon ~~1934,~~Stock asoutstanding ~~amended~~and orentitled ~~otherwise subject~~ to ~~the~~vote. ~~liabilities~~Each share of ~~that~~Class ~~section~~A orCommon ~~Sections~~Stock 11is ~~and~~entitled 12to one (a1)~~(2)~~ ofvote ~~the~~per ~~Securities Act of 1933~~share, ~~as amended. The information contained herein~~ and ineach ~~the~~share ~~accompanying~~of ~~exhibit~~Class ~~shall~~B ~~not~~Common beStock ~~incorporated~~is byentitled ~~reference~~to ~~into~~ten ~~any~~(10) ~~registration~~votes ~~statement~~per orshare. ~~other~~At ~~document~~the ~~filed~~Annual ~~with~~Meeting, the ~~Securities~~holders ~~and~~of ~~Exchange~~98,185,114 ~~Commission~~shares byof ~~the~~Common ~~Company~~Stock, ~~whether~~representing ~~made~~approximately ~~before~~70.98% orof ~~after~~ the ~~date~~total ~~hereof,~~number ~~regardless~~ of ~~any~~shares ~~general~~outstanding ~~incorporation~~and ~~language~~entitled into ~~such filing~~vote, ~~except~~were asrepresented ~~shall~~in beperson ~~expressly~~or ~~set forth~~ by ~~specific reference in such filing~~proxy.

~~Item~~Set ~~8.01 Other~~forth ~~Events~~below are the voting results for the matters submitted to a vote of the Company’s stockholders at the Annual Meeting.

OnProposal ~~April~~No. ~~21,~~1 ~~2026,~~– ~~the~~Election ~~Board~~ of Directors (the “Board”) of the Company approved a stock repurchase program (the “Repurchase Program”) authorizing the Company to repurchase, in the open market or through accelerated share repurchase, negotiated, or block transactions, up to $100,000,000 of shares of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”).

The ~~timing~~stockholders ~~and~~elected ~~actual number of shares repurchased under~~ the ~~Repurchase~~following ~~Program~~two ~~will~~nominees beas ~~determined~~Class byI ~~the~~directors Company in its discretion and will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to ~~qualify~~serve ~~under~~until ~~Rule 10b5-1 under~~ the ~~Securities~~2029 ~~Exchange~~Annual ~~Act~~Meeting ofand ~~1934,~~until astheir ~~amended~~respective ~~(the~~successors ~~“Exchange~~are ~~Act”).~~duly ~~The~~elected ~~Company may fund repurchases through cash from operations or, from time to time, by drawing upon its existing revolving credit facility, subject to the terms~~ and ~~conditions thereof and applicable law.~~qualified:

Repurchases under the Repurchase Program will be made in compliance with all applicable federal and state securities laws and, to the extent applicable, in accordance with the single broker, timing, price, and volume guidelines of Rule 10b-18 under the Exchange Act.


Director Nominee	For	Withhold	Broker Non-Vote
Trevor Burgess	465,826,867	4,750,045	4,749,977
Jonathan Carlon	465,861,507	4,715,404	4,749,977

~~The~~Proposal ~~Repurchase Program has no expiration date and will continue until suspended, terminated, or modified by the Board~~No. ~~The~~2 ~~Repurchase~~– ~~Program~~Ratification ~~does not obligate the Company to repurchase any specific number or dollar amount~~ of ~~shares~~Independent ofPublic ~~Class A Common Stock.~~Accountants

~~Item 9.01Financial~~The ~~Statements~~stockholders ~~and~~ratified ~~Exhibits.~~the selection of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending December 31, 2026:

(d) Exhibits.


For	Against	Abstain	Broker Non-Vote
475,278,678	3,631	45,991	—

Exhibit No.						Description
99.1						Press Release issued by Neptune Insurance Holdings Inc., dated April 22, 2026.
99.2						Earnings presentation, dated April 22, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEPTUNE INSURANCE HOLDINGS INC.
Date: April 22, 2026	By:	/s/ Trevor Burgess
Date: June 1, 2026	By:	/s/ Trevor Burgess
		Trevor Burgess
		Chief Executive Officer

Filing Compare · Neptune Insurance Holdings Inc.