Neptune Insurance Holdings Inc. Announces Full Exercise of Underwriters' Option to Purchase Additional Shares of Class A Common Stock
Neptune Insurance Holdings Inc. Announces Full Exercise of Underwriters' Option to Purchase Additional Shares of Class A Common Stock
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secondary offeringfinancial
A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.
underwriters' optionfinancial
An underwriters' option is a short-term right given to the banks handling a new stock or bond sale to buy extra shares from the issuer, usually up to a fixed percentage, to stabilize the price after the offering. For investors this acts like a safety valve: it can reduce wild price swings by allowing underwriters to add or return shares as demand changes, which helps prevent a newly issued security from falling or spiking sharply.
registration statementregulatory
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
final prospectusregulatory
A final prospectus is the official, completed disclosure document that describes a securities offering, including the business, financial details, risks, how many shares are being sold and how proceeds will be used. Think of it like the full instruction manual and ingredient list for an investment: it gives potential buyers the facts they need to judge value and risk before committing money. Investors rely on it to compare offerings and make informed choices.
bookrunnersfinancial
Bookrunners are financial institutions or banks that lead the process of organizing and managing the sale of new securities, such as stocks or bonds, to investors. They coordinate the offering, determine the initial price, and ensure that the securities are sold efficiently, much like a conductor directs an orchestra to deliver a smooth performance. Their role matters to investors because they help ensure the offering is successful and fairly priced.
co-managersfinancial
Co-managers are individuals or entities that share responsibility for overseeing and managing an investment or financial fund. They work together to make decisions about buying or selling assets, much like a team of leaders guiding a shared project. This collaborative approach can help ensure diverse expertise and perspectives, which may benefit investors by potentially improving the fund’s performance and risk management.
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ST. PETERSBURG, Fla.--(BUSINESS WIRE)--
Neptune Insurance Holdings Inc. (the “Company”) (NYSE: NP), the parent company of Neptune Flood Incorporated, today announced that, in connection with the secondary offering of 9,841,395 shares of its Class A common stock by certain selling securityholders, the underwriters have fully exercised their option to purchase an additional 1,476,209 shares of Class A common stock from the selling securityholders. The Company will not receive any proceeds from the sale of shares by the selling securityholders.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission on May 13, 2026.
Morgan Stanley is acting as lead left bookrunner for the offering. J.P. Morgan and Goldman Sachs & Co. LLC are acting as active bookrunners. BofA Securities, BMO Capital Markets, Deutsche Bank Securities, Evercore ISI, Keefe, Bruyette & Woods, a Stifel Company, Mizuho, Piper Sandler, Raymond James, TD Securities and Wells Fargo Securities are acting as joint bookrunners. Dowling & Partners Securities LLC and Capital One Securities are acting as co-managers.
The offering was made only by means of a final prospectus, dated May 13, 2026. Copies of the final prospectus may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 866-471-2526 or by emailing prospectus-ny@ny.email.gs.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and there shall be no sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Neptune Insurance Holdings Inc.
Neptune Insurance Holdings Inc. (NYSE: NP) is the parent company of Neptune Flood Incorporated. Neptune Flood is a leading, AI-native managing general agent offering a range of easy-to-purchase residential and commercial insurance products, including primary and excess flood insurance, distributed through a nationwide network of agencies. Leveraging proprietary artificial intelligence and advanced data science, Neptune delivers fast and accessible coverage for residential and commercial properties across the United States. The Company operates without human underwriters, using Triton®, its cutting-edge platform, to streamline underwriting, pricing, and policy issuance.
