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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2026
NEPTUNE INSURANCE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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)) |
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| ☐ | 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 | | NP | | 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
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Neptune Insurance Holdings Inc. (the “Company”) with the U.S. Securities and Exchange Commission on October 1, 2026 (the “Original Report”), which reported the election of David Noble to the Company’s Board of Directors. The sole purpose of this Amendment is to furnish Exhibit 99.1, the Company’s press release dated September 30, 2026, which was inadvertently omitted from the Original Report. Other than as described above, this Amendment does not modify or update any disclosures in or exhibits to the Original Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued by Neptune Insurance Holdings Inc., dated September 30, 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.
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| NEPTUNE INSURANCE HOLDINGS INC. |
| | |
| Date: October 2, 2026 | By: | /s/ Trevor Burgess |
| | Trevor Burgess |
| | Chief Executive Officer |
Exhibit 99.1
Neptune Insurance Holdings Appoints David Noble to Board of Directors
Veteran advisor to CEOs and boards brings decades of leadership, strategy and financial services experience
ST. PETERSBURG, Fla., September 30, 2026 – Neptune Insurance Holdings, Inc. (NYSE: NP), the parent company of Neptune Flood Incorporated, a leading AI-native managing general agent, today announced that David Noble has been appointed as an independent member to its Board of Directors, effective September 30, 2026.
Noble founded VIEW Advisors, which advises CEOs, their leadership teams, boards of directors and investors around the world on leadership and strategy. He is a senior advisor to Egon Zehnder, and the Institute of Coaching (a Harvard Medical School affiliate) and sits on the boards of Amylu Foods and Demakes Bros. Thinkers50 has named him one of the world's top coaches for multiple years including 2026. He co-wrote Real-Time Leadership (Harvard Business Review Press).
Before VIEW Advisors, Noble was a senior executive at RBC and Morgan Stanley. His roles there included head of strategy, CEO of the world's first digital retail bank and head of the world's first digital brokerage. He later sat on the executive committees of two global strategy consultancies: as a global practice leader at Kearney and as head of Asia Pacific at Oliver Wyman. He also served on the management advisory board of TowerBrook Capital Partners, and on the boards of Wilton Brands and SFNB Bank.
"I've known David for more than 25 years, and there's no one I'd rather have in the room when the stakes are high," said Trevor Burgess, Chief Executive Officer of Neptune. "He has spent his career advising the most senior CEOs and boards in the world, and he's also built and run businesses himself, including the world's first digital bank. That combination of perspectives will be a terrific addition to our board. We have so much incredible work ahead of us, and I'm thrilled David will be part of it."
"Neptune has shown what's possible when artificial intelligence and data science are applied to one of the most underserved risks in America," said Noble. "I've watched Trevor build great companies for a long time, and I'm excited to help Neptune's board and leadership team work to grow the company and expand its reach."
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.
Press Contact
press@neptuneflood.com
Investor Relations Contact
investors@neptuneflood.com
