Neptune Insurance Holdings Inc.: elects director David Noble

What happened The filing says the board, acting by unanimous written consent, increased the size of the board from 6 to 7 and elected David Noble to fill the resulting vacancy, effective Sep 30, 2026. Mr. Noble will serve as a Class I director, with a term expiring at the company’s 2029 annual meeting of stockholders, and the board has determined he qualifies as an independent director under the applicable rules of the U.S. Securities and Exchange Commission and the New York Stock Exchange.

Key details

• Mr. Noble will receive a grant of restricted stock units under the company’s 2025 Equity Incentive Plan covering 28,704 shares of Class A common stock.
• The RSU award will vest over 3 years: one third on Sep 30, 2027 and the remaining two thirds in equal quarterly installments on each 3-month anniversary of that initial vesting date, subject to continuous service.
• Mr. Noble entered into the company’s standard form of indemnification agreement. The filing states there are no arrangements or understandings with any other person regarding his selection, no family relationships with any director or executive officer, and no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
• The company issued a press release announcing Mr. Noble’s election on Sep 30, 2026 (furnished as Exhibit 99.1 under Item 7.01).

Why it may matter The filing reports Item 5.02 (departure of directors or certain officers; election of directors), which covers changes to the board, director classification and term, independence determinations, and director compensation arrangements. It also reports Item 7.01 (Regulation FD disclosure) relating to the press release announcing the election. The filing does not show why the insider traded or why the company acted.