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Neptune Insurance (NYSE: NP) lifts 2026 outlook and authorizes $100M share repurchase

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Neptune Insurance Holdings Inc. reported strong top-line growth for the first quarter of 2026 and announced a new stock repurchase program. Revenue rose 28.8% to $37.8 million, while net income fell 26.1% to $7.3 million due largely to higher share-based compensation and public company costs.

On a non-GAAP basis, Adjusted net income increased 21.4% to $13.4 million and Adjusted EBITDA grew 26.0% to $21.6 million, for a 57.1% margin. Written premium climbed 26% to $86.7 million, and policies in force reached 295,000 with premium in force of $388.7 million.

The Board approved a stock repurchase program authorizing up to $100 million of Class A common stock buybacks with no set expiration. Management now expects full-year 2026 revenue of $195 million and an Adjusted EBITDA margin between 60% and 61%, reflecting confidence in sustained growth and profitability.

Positive

  • Strong growth with high profitability: Q1 2026 revenue rose 28.8% to $37.8 million, while Adjusted EBITDA grew 26.0% to $21.6 million at a 57.1% margin, indicating a scalable and profitable model.
  • Raised full-year 2026 outlook: Management now targets $195 million of 2026 revenue and a 60–61% Adjusted EBITDA margin, reflecting increased confidence after Q1 performance.
  • Significant capital return: The Board approved a stock repurchase program authorizing up to $100 million of Class A common stock buybacks, adding a direct capital return component.
  • Improving efficiency metrics: On a last-twelve-month basis, revenue per employee reached $2.8 million and Adjusted EBITDA per employee reached $1.7 million, both growing double digits year over year.

Negative

  • GAAP earnings pressure: Q1 2026 net income declined 26.1% to $7.3 million and net income margin fell from 33.9% to 19.4%, driven in part by higher share-based compensation and public-company expenses.
  • Higher leverage alongside buybacks: The company carried $227.0 million outstanding on its revolving credit facility at March 31, 2026, with a Net Leverage Ratio of 2.2x, as it plans up to $100 million of share repurchases.

Insights

Neptune pairs fast growth and high margins with a sizable buyback and higher 2026 outlook.

Neptune is growing quickly while remaining highly profitable. Q1 2026 revenue increased to $37.8 million (up 28.8% year over year), and Adjusted EBITDA reached $21.6 million with a robust 57.1% margin, supported by 26% written premium growth.

GAAP net income declined to $7.3 million (down 26.1%) as share-based compensation rose to $6.9 million and public-company costs were front-loaded. Even so, last-twelve-month Adjusted EBITDA of $99.5 million on $168.0 million revenue underscores strong underlying economics.

The Board’s authorization of up to $100 million in Class A share repurchases and new 2026 guidance for $195 million revenue with 60–61% Adjusted EBITDA margin signal confidence in cash generation and growth durability. Net leverage of 2.2x and Q1 operating cash flow of $16.7 million provide capacity to fund both debt reduction and repurchases.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 revenue $37.8 million Three months ended March 31, 2026; up 28.8% year over year
Q1 2026 net income $7.3 million Three months ended March 31, 2026; down 26.1% year over year
Q1 2026 Adjusted EBITDA $21.6 million Three months ended March 31, 2026; 57.1% margin, up 26.0% year over year
Stock repurchase authorization $100,000,000 Board-approved Class A common stock repurchase program with no expiration date
2026 revenue guidance $195 million Full-year 2026 expected revenue with Adjusted EBITDA margin of 60–61%
Revolving credit facility debt $227.0 million Outstanding on $260.0 million facility at March 31, 2026; Net Leverage Ratio 2.2x
Written premium Q1 2026 $86.7 million Q1 2026 written premium; up 26% year over year
LTM Adjusted EBITDA $99.5 million Twelve months ended March 31, 2026; 59.2% margin on $168.0 million revenue
Adjusted EBITDA financial
"Adjusted EBITDA is a non-GAAP financial measure derived from net income..."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Rule of 40 financial
"we continue to operate at approximately 91 on the Rule of 40..."
The "rule of 40" is a simple guideline used by investors to assess the health of a company's growth and profitability. It adds a company's growth rate to its profit margin; if the total is 40% or higher, the company is generally considered to be performing well. This helps investors quickly gauge whether a company is balancing rapid growth with solid profits, much like checking if a car’s speed and fuel efficiency together are within a safe and efficient range.
managing general agent financial
"Neptune Flood is a leading, data-driven managing general agent offering a range of easy-to-purchase residential and commercial insurance products..."
A managing general agent is a specialized insurance intermediary that a carrier authorizes to sell and run insurance business on its behalf, including setting prices, issuing policies and handling claims. Think of it as a locally run franchise that operates under the insurer’s brand and rules; investors care because MGAs can boost growth and profit margins by expanding sales and shifting operational costs and risk, which affects an insurer’s revenue, expenses and capital use.
Net Leverage Ratio financial
"This resulted in a Net Leverage Ratio (as defined in our credit facility) at March 31, 2026, of 2.2X."
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
revolving credit facility financial
"we maintained a $260.0 million revolving credit facility, which had $240.0 million outstanding..."
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Revenue $37.8 million +28.8% YoY
Net income $7.3 million -26.1% YoY
Adjusted net income $13.4 million +21.4% YoY
Adjusted EBITDA $21.6 million +26.0% YoY
Adjusted EBITDA margin 57.1% -1.3 pp YoY
Guidance

For full-year 2026, Neptune expects $195 million of revenue and an Adjusted EBITDA margin between 60% and 61%.

Understanding 8-K Material Events →
false000206712900020671292026-04-222026-04-22

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 22, 2026
NEPTUNE INSURANCE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware001-4287833-4189588
(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 classTrading SymbolName of each exchange
on which registered
Class A Common Stock, par value $0.00001 per shareNPThe 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 2.02Results of Operations and Financial Condition.
On April 22, 2026, Neptune Insurance Holdings Inc. (the “Company”) issued a press release and an earnings presentation announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release and the earning presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01    Other Events.

On April 21, 2026, the 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 and actual number of shares repurchased under the Repurchase Program will be determined by the 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 under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 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.

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.

The Repurchase Program has no expiration date and will continue until suspended, terminated, or modified by the Board. The Repurchase Program does not obligate the Company to repurchase any specific number or dollar amount of shares of Class A Common Stock.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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, 2026By:/s/ Trevor Burgess
Trevor Burgess
Chief Executive Officer
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image_0.jpg
Neptune Insurance Holdings Inc. Reports First Quarter 2026 Results
ST. PETERSBURG, Fla., Apr. 22, 2026 – Neptune Insurance Holdings Inc. (the “Company”) (NYSE: NP), the parent company of Neptune Flood Incorporated, has released its financial results for the first quarter of 2026 by posting an update on its Investor Relations website. The earnings presentation can be viewed by clicking here or visiting investors.neptuneflood.com.
In addition to the release of financial results, on April 21, 2026, the Company's Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $100 million of the Company's outstanding Class A common stock.
First Quarter 2026 Highlights
•Revenue growth of 29% to $37.8 million
•Net income decrease of 26% to $7.3 million, at a 19% margin
•Adjusted net income* growth of 21% to $13.4 million
•Adjusted EBITDA* growth of 26% to $21.6 million, at a 57% margin
•Written Premium* growth of 26% to $86.7 million
•Record Q1 new business sales

First Quarter 2026 per share of Class A and Class B common stock
Basic
Diluted
Net income
$
0.05 
$
0.05 
Adjusted net income
$
0.10 
$
0.09 
Adjusted EBITDA
$
0.16 
$
0.15 

* See discussion of Non-GAAP Financial Measures and Key Performance Indicators below
Neptune management will host a live conference call and webcast at 5:00 PM ET on Wednesday, April 22nd.

When: Wednesday, April 22, 2026
Time: 5:00 p.m. Eastern Time
Dial-in Number: (800) 715-9871 or (646) 307-1963 (international)
Q1 '26 Earnings Presentation: View here
Webcast: View here
Investor Relations: View here
The webcast will be archived on the company’s website following the call.
Effectiveness of Information
The targets included in our earnings presentation and the statements made during the earnings conference call, each of which is available on Neptune's investor relations website at investors.neptuneflood.com (collectively, the “Earnings Materials”), represent Neptune’s expectations and beliefs as of April 22, 2026. Although these Earnings Materials will remain available on Neptune’s website through the date of the earnings call for the first quarter of fiscal 2027, their availability does not mean that Neptune is reaffirming or confirming their continued validity. Neptune undertakes no obligation to update any forward-looking statements, whether as a result of new information or future events, or to otherwise update the targets given in this press release, the earnings presentation, or earnings conference call, except as required by law.

About Neptune Insurance Holdings, Inc.
Neptune Insurance Holdings Inc. (NYSE: NP) is the parent company of Neptune Flood Incorporated. Neptune Flood is a leading, data-driven managing general agent offering a range of easy-to-purchase residential and commercial insurance products, including primary flood 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
1


States. The Company operates without human underwriters, using Triton®, its cutting-edge platform to streamline underwriting, pricing, and policy issuance.

Non-GAAP Financial Measures and Key Performance Indicators
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP), we use the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, and Adjusted basic and diluted earnings per share. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In addition, these measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures.

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business. See “Reconciliation of Non-GAAP Financial Measures” in our earnings presentation for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

Adjusted EBITDA is a non-GAAP financial measure derived from net income (the most directly comparable GAAP measure) adjusted to exclude interest expense (net of interest income), loss on extinguishment of debt, income taxes, amortization expense, share-based compensation, corporate transaction related expenses, and other one-time expenses. By removing these expenses, we believe Adjusted EBITDA provides a clearer representation of operating performance.
Adjusted EBITDA margin is a non-GAAP financial measure derived from Adjusted EBITDA divided by revenue. We believe that Adjusted EBITDA margin is a useful measurement of operating profitability for the same reasons we find Adjusted EBITDA useful and also because it provides a period-to-period comparison of our operating performance.
Adjusted net income is a non-GAAP financial measure derived from net income (the most directly comparable GAAP measure), adjusted to exclude loss on extinguishment of debt, amortization expense, share-based compensation, corporate transaction related expenses, and other one-time expenses, and the related tax effect of those adjustments. By removing these expenses, we believe Adjusted net income provides a clearer representation of operating performance.

Adjusted diluted earnings per share is Adjusted net income divided by diluted weighted average shares outstanding, assuming the conversion of all outstanding shares of redeemable convertible preferred stock into an equivalent number of shares of common stock, which occurred upon the consummation of our IPO. Similarly, Adjusted basic earnings per share is Adjusted net income divided by basic weighted average shares outstanding, also assuming the conversion of all outstanding redeemable convertible preferred stock into an equivalent number of shares of common stock, which occurred upon the consummation of our IPO. By implementing the conversion of the redeemable convertible preferred stock, we believe Adjusted earnings (basic and diluted) per share provides a clearer representation of operating performance. The most directly comparable GAAP measures are diluted earnings per share and basic earnings per share, respectively.

Additionally, we discuss certain key performance indicators, described below, which provide useful information about the Company’s business and the operational factors underlying the Company’s financial performance.

Written Premium is 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. We believe written premium is an appropriate measure of operating performance because it is the primary driver of our commission revenue.

Revenue per Employee is revenue for the trailing four quarters, determined in accordance with GAAP, divided by the average number of employees during the trailing four quarters. We monitor this as a metric of scaling growth and believe it to be a leading indicator of sustained profitability and efficiency.

Adjusted EBITDA per employee is Adjusted EBITDA, a non-GAAP metric, for the trailing four quarters divided by the average number of employees during the trailing four quarters. We monitor this as a metric of scaling growth and believe it to be a leading indicator of sustained profitability and efficiency. For further discussion on our calculation of Adjusted EBITDA, see “Non-GAAP Financial Measures” above.
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Policy Retention Rate is the percentage of our policyholders who receive renewal offers and who accept the offered renewal term. We monitor the acceptance of renewal offers as an early indicator of price elasticity.

Premium Retention Rate is the premium associated with those accepted renewal offers, as a percentage of the total premium from expiring policies for which renewal offers were made.

Revenue Retention Rate is the percentage of revenue recognized on policies in a given period that is recognized under the renewal terms of those same policies in the subsequent period. We monitor this metric as a comprehensive indicator of renewal performance and the long-term stability of our revenue base, as it reflects the combined effect of policy retention, premium changes, and policy fee income.

Organic revenue and organic revenue growth: We define organic revenue as total revenue determined in accordance with GAAP, adjusted to remove the impact of any acquisitions or divestitures. We define organic revenue growth as the year-over-year growth in our organic revenue. However, as of the date of this Quarterly Report 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. Organic revenue and organic revenue growth are also non-GAAP financial measures which are commonly reported by others in the insurance industry. We use “organic revenue” and “organic revenue growth” in this Quarterly Report to facilitate investors’ understanding of our operating performance and comparison with our peers.

Safe Harbor Statement
This press release, our earnings presentation, and the earnings conference call contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this release, are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “outlook,” “predicts,” “potential,” or “continue,” the negative of these terms, and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, include, among others, projections of our future financial performance, our anticipated growth and business strategies, anticipated trends in our business, capital allocation plans, technology initiatives, and other future events or development. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including those factors discussed under the captions entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, once filed, and the other documents that the Company files with the U.S. Securities and Exchange Commission, which are available free of charge on the SEC's website at: www.sec.gov and on Neptune’s investor relations website at investors.neptuneflood.com.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.

Press Contact
press@neptuneflood.com

Investor Relations Contact
investors@neptuneflood.com




3


NON-GAAP FINANCIAL MEASURES
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 our Adjusted EBITDA margin to net income margin (the most directly comparable GAAP measure), for the three months ended March 31, 2026 and 2025, and for the twelve months ended March 31, 2026 and 2025:
Three Months Ended
March 31,
($ in thousands)
2026
2025
Change %/pp
Total revenues
$
37,795 
$
29,353 
28.8
%
Net income
$
7,349 
$
9,939 
(26.1)
%
Interest expense (net of interest income)
$
3,366 
$
2,232 
50.8
%
Income tax expense
$
2,726 
$
3,456 
(21.1)
%
Amortization expense
$
1,004 
$
874 
14.9
%
Share-based compensation
$
6,912 
$
84 
NM
   Corporate transaction related expenses
$
176 
$
531 
NM
   One-time expenses
$
33 
$
— 
NM
Adjusted EBITDA
$
21,566 
$
17,116 
26.0
%
Net income margin(1)
19.4 
%
33.9 
%
(14.4)
Adjusted EBITDA margin(1)
57.1 
%
58.3 
%
(1.3)
Twelve Months Ended
March 31,
($ in thousands)
2026
2025
Change %/pp
Total revenues
$
167,993 
$
127,086 
32.2 
%
Net income
$
34,823 
$
39,917 
(12.8)
%
Interest expense (net of interest income)
$
18,454 
$
13,522 
36.5 
%
Income tax expense
$
15,492 
$
13,666 
13.4 
%
Loss on extinguishment of debt
$
— 
$
5,426 
NM
Amortization expense
$
3,843 
$
3,213 
19.6 
%
Share-based compensation
$
18,248 
$
309 
NM
 Corporate transaction related expenses
$
8,558 
$
631 
NM
 One-time expenses
$
33 
$
230 
NM
Adjusted EBITDA
$
99,451 
$
76,914 
29.3 
%
Net income margin(1)
20.7 
%
31.4 
%
(10.7)
Adjusted EBITDA margin(1)
59.2 
%
60.5 
%
(1.3)
NM - not meaningful
(1) Year-over-year changes in percentages are reported in percentage points (pp).
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
%




4


Adjusted Net Income and Adjusted Earnings (Basic and Diluted) Per Share
The table below presents a reconciliation of Adjusted net income to net income (the most directly comparable GAAP measure), as well as our Adjusted earnings (basic and diluted) per share to basic earnings and diluted earnings per share of common stock, respectively (the most directly comparable GAAP measure), for the three months ended March 31, 2026 and 2025.
(In thousands, except share and
Three Months ended March 31,
per share data)
2026
2025
Change %
Net income
7,349 
9,939 
(26.1)
%
Income tax
2,726 
3,456 
Amortization expense
1,004 
874 
Share-based compensation
6,912 
84 
Corporate transaction related expenses
176 
531 
One-time expenses
33 
— 
Adjusted Income before income tax expense
$
18,200 
$
14,884 
22.3 
%
Adjusted income taxes (1)
$
(4,790)
$
(3,841)
Adjusted net income
$
13,410 
$
11,044 
21.4 
%
Weighted average Common Stock outstanding – Basic
138,240,994
93,350,000
Plus: Impact of conversion of redeemable, convertible preferred stock (2)
— 
41,850,000
Adjusted Weighted average Common Stock outstanding – Basic
138,240,994
135,200,000
Basic earnings (loss) per share
$
0.05 
$
0.05 
Effect of conversion of redeemable, convertible preferred stock and net loss attributable to preferred stock holders(3)
— 
0.05 
Other adjustments to earnings (loss) per share(4)
0.08 
0.01 
Adjusted income taxes per share
(0.03)
(0.03)
Adjusted basic earnings per share(5)
$
0.10 
$
0.08 
1.5 
%
Weighted average Common Stock outstanding – Diluted
145,756,044
93,350,000
Plus: Impact of conversion of redeemable, convertible preferred stock(2)
— 
41,850,000
Adjusted weighted average Common Stock outstanding – Diluted
145,756,044
135,200,000
Diluted earnings (loss) per share
$
0.05 
$
0.05 
Effect of conversion of redeemable, convertible preferred stock (3)
— 
0.02 
Other adjustments to earnings (loss) per share(4)
0.07 
0.04 
Adjusted income taxes per share
(0.03)
(0.03)
Adjusted diluted earnings per share(5)
$
0.09 
$
0.08 
12.5 
%
(1)This represents the tax impact using effective tax rates of 26.3% and 25.8% for the three months ended March 31, 2026 and 2025, respectively. These tax rates exclude items that are non-deductible/non-taxable or subject to a specific tax treatment.
(2)Assumes the conversion of all 41,850,000 shares of Redeemable Convertible Preferred Stock into an equivalent number of shares of common stock.
(3)Pursuant to the completion of the Company's IPO on October 2, 2025, the redeemable, convertible preferred stock was no longer outstanding for the three months ended March 31, 2026. For comparability purposes, this calculation reflects net income that would be distributable to holders of common stock, assuming all redeemable preferred shares had been converted and no longer impacted the numerator. For the three months ended March 31, 2025, this includes $3.4 million of accretion adjustments and $2.0 million of allocations to participating preferred stock, totaling $5.4 million. These adjustments were divided by 93,350,000 shares for the three months ended March 31, 2025, to calculate the Adjusted earnings (basic and diluted) per share amounts.
(4)Other adjustments to earnings (loss) represent amortization expense, share-based compensation, and corporate related expenses.
5


(5)Adjusted earnings per share is calculated as Adjusted net income divided by the applicable weighted average shares outstanding. Individual per-share components above may not sum exactly to the total due to rounding.
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Q1 2026 Update

 

Overview Financial Summary Technology Capacity Distribution Financial Statements Additional Information

 

HIGHLIGHTS ($ in millions) Q1 2026 LAST 12 MONTHS SUMMARY Profitability Revenue $ 37.8 $ 168.0 The first quarter reflects continued progress across the core areas of the business. We generated record new business sales for a first quarter, supported by ongoing expansion in our distribution network and strong engagement from agents on the platform. That growth is coming from both new partnerships and deeper utilization within our existing base. At the same time, we introduced a set of new technology capabilities that begin to change how the platform is accessed and how it operates. Tools like Atlas+, our ChatGPT integration, and Proteus are early examples of how we are simplifying workflows for agents and accelerating development internally. While still early, these releases represent a shift in how users interact with the system and how quickly it can evolve. We continue to see strong retention across the portfolio, reflecting consistent underwriting performance and the value of the product to customers. From a financial perspective, we continue to operate at approximately 91 on the Rule of 40, reflecting a balance of strong growth and operating leverage. First quarter margins reflect the timing of public company audit and compliance costs, which are concentrated early in the year. We view this as a timing effect and do not expect it to impact full-year margin expectations. The performance in Q1 reflects strong execution across the business and positions us well to continue building on this momentum through the remainder of the year.Neptune remains focused on long-term shareholder value creation. Despite the inherent variability of government policy and weather-related activity, the strength of our performance in Q1 has increased our confidence in the outlook for 2026. Based on that performance, we are increasing our full-year expectations. For full-year 2026, we now expect: • Revenue of $195 million, and • Adjusted EBITDA margin between 60 and 61 percent Net Income(1)(2) $ 7.3 $ 34.8 Adjusted Net Income $ 13.4 $ 59.3 Adjusted EBITDA $ 21.6 $ 99.5 Efficiency Revenue per Employee - $2.8, up 17% Adjusted EBITDA per Employee - $1.7, up 15% Adjusted EBITDA Margin 57.1 % 59.2 % Growth Revenue Growth 28.8 % 32.2 % Net Income Growth(1)(2) (26.1) % (12.8) % Adjusted Net Income Growth 21.4 % 25.6 % Adjusted EBITDA Growth 26.0 % 29.3 % Execution Written Premium $86.7, up 26% $385.0, up 32% Premium in Force (period end) - $388.7, up 32% Policies in Force (period end, thousands) - 295, up 28% Rule of 40(3) - 91 (1) Q1 2026 results include $6.9 million of pre-tax Stock Based Compensation expense. (2) Last twelve months results include $18.2 million of pre-tax non-cash Stock Based Compensation expense and $8.6 million of pre-tax Corporate transaction costs. (3) Rule of 40 is calculated as the sum of year-over-year revenue growth and Adjusted EBITDA margin for the applicable period. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenue. Adjusted EBITDA is a non-GAAP financial measure. See reconciliation to the most directly comparable GAAP measure elsewhere in this presentation.

 

KEY METRICS EVENTS IMPACTING 1ST QUARTER Revenue Total quarterly revenue increased $8.4 million YoY to $37.8 million; revenue was impacted by the following items: + larger renewal portfolio + increased commission income as a percent of written premium + increased distribution as a result of demand growth during Q4 2025 government shutdown - residual slowdown in sales due to less active storm season in Q4 2025 - ongoing slow real estate market reducing selling opportunities Profitability Total quarterly Adjusted EBITDA increased 26.0% YoY to $21.6 million at a 57.1% margin; AEBITDA was impacted by the following items: + return to normalized commission expense as a percent of written premium - increase in employee compensation and benefits associated with additional employees, including employees hired to aid in public company reporting - higher public company-related expenses, including audit costs, which were concentrated in the first quarter 4

 

FINANCIAL SUMMARY ($ in thousands) Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 YoY (Q1’26 vs Q1’25) 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 1,424 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 84 104 111 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 $ 15,996 $ 15,335 $ 13,410 21.4 % Adjusted EBITDA $ 17,116 $ 25,249 $ 26,725 $ 25,911 $ 21,566 26.0 % Adjusted EBITDA Margin % 58.3 % 60.0 % 60.2 % 59.2 % 57.1 % 5 NM = Not meaningful. “NM” indicates that the period-to-period percent change is not meaningful, typically due to the magnitude of change or limited comparability between periods.

 

FINANCIAL SUMMARY Twelve Months Ended March 31, ($ in thousands) 2025 2026 YoY ('26 vs '25) Commission income $ 96,601 $ 128,329 32.8 % Fee income 30,485 39,664 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 $ 59,297 25.6 % Adjusted EBITDA $ 76,914 $ 99,451 29.3 % 6 NM = Not meaningful. “NM” indicates that the period-to-period percent change is not meaningful, typically due to the magnitude of change or limited comparability between periods.

 

FINANCIAL SUMMARY M illi on s $13 $18 $18 $35 $37 $35 $19 $34 $48 $72 $95 $99 Net Income Adjusted EBITDA 2021 2022 2023 2024 2025 LTM $— $20 $40 $60 $80 $100 $120 149 117 99 101 93 91 Rule of 40 2021 2022 2023 2024 2025 LTM 0 25 50 75 100 125 150 50 % 55 % 57 % 60 % 60 % 59 %Adjusted EBITDA Margin % YoY Organic Revenue Growth % 7 63 % 37 % 41 % 34 % 32 % M illi on s $38 $62 $85 $119 $160 $168 Organic Revenue 2021 2022 2023 2024 2025 LTM $0 $25 $50 $75 $100 $125 $150 $175 $200

 

FINANCIAL SUMMARY 34 37 45 51 58 60 Average Number of Employees 2021 2022 2023 2024 2025 LTM 0 10 20 30 40 50 60 70 M illi on s $1.1 $1.7 $1.9 $2.3 $2.8 $2.8 Revenue per Employee 2021 2022 2023 2024 2025 LTM $— $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 M illi on s $0.6 $0.9 $1.1 $1.4 $1.6 $1.7 Adjusted EBITDA per Employee 2021 2022 2023 2024 2025 LTM $— $0.3 $0.5 $0.8 $1.0 $1.3 $1.5 $1.8 8

 

USE OF CASH At March 31, 2026, we maintained a $260.0 million revolving credit facility, which had $240.0 million outstanding at year end 2025. In Q1 2026, we continued to utilize operating cashflow to reduce our debt and effect aggregate principal paydowns of $13.0 million, resulting in debt outstanding of $227.0 million at March 31, 2026. This resulted in a Net Leverage Ratio (as defined in our credit facility) at March 31, 2026, of 2.2X. Operating cash flow for the three months ended March 31, 2026, was $16.7 million, compared to $14.3 million for the three months ended March 31, 2025. 4.3 1.9 3.9 1.8 2.5 2.2 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 1 2 3 4 5 2021 2022 2023 2024 2025 Total Net Leverage Ratio 9 2026

 

Operations

 

TECHNOLOGY During the first quarter, we deployed 24 new versions of the Triton system, bringing the total to 570 versions. This reflects a consistent release cadence and an engineering approach built around continuous iteration. The quarter saw the release of three tools that we believe will redefine how our system is utilized, accessed, and built. These include a beta launch of Atlas+, our agent facing, LLM-powered sales enablement tool, a Neptune application within ChatGPT, which provides a conversational interface for direct-to- consumer education and pricing, and Proteus, an internal tool that reimagines the software development process. Individually, these are incremental changes, but collectively they represent a shift in how the system is accessed and how quickly it can improve. As these tools are adopted, they begin to reduce friction for users and increase the pace of development across the platform. During Q1 was also continued to iterate through the beta phase of our Indemnity Earthquake product. From an operating perspective, written premium increased 26% year over year, and revenue retention remained above 90% on a trailing 12 month basis. Machine learning models continue to be applied across underwriting, sales, and retention, and improve as more data flows through the system. We continue to develop a platform that improves in real time, with each release and each interaction contributing to the flywheel effects. 162 203 256 468 546 570 Cumulative Triton Versions 2021 2022 2023 2024 2025 Q 1 26 0 100 200 300 400 500 600 84% 89% 90% 91% 92% 90% Revenue Retention 2021 2022 2023 2024 2025 LTM 0% 20% 40% 60% 80% 100% M ill io ns $89 $143 $202 $274 $367 $385 Written Premium 2021 2022 2023 2024 2025 LTM $— $50 $100 $150 $200 $250 $300 $350 $400 9

 

CAPACITY Over the past twelve months, the number of capacity providers supporting Neptune increased by approximately 50%, reaching 42 partners as of March 31, 2026. These partners now support 8 programs across 9 products, representing more than $130 billion of coverage. This growth reflects continued alignment between Neptune and its capacity panel. Our model is structured so that we do not take balance sheet risk, which places a consistent focus on delivering value to our partners through underwriting performance, transparency, and portfolio management. As the platform has grown, we’ve seen capacity partners expand their participation alongside us, and we added two new providers during the quarter. The increase in both partners and programs reflects the flexibility of the platform and the ability to match risk with the appropriate sources of capital. This alignment is also reflected economically. Trailing twelve month commission income as a percentage of written premium increased by 28 basis points year over year, indicating sustained value delivered to capacity providers over time. Premium by Program 12 14 20 23 40 42 Capacity Providers 2021 2022 2023 2024 2025 Q 1 2026 0 10 20 30 40 50 4 6 6 6 8 8 Programs 2021 2022 2023 2024 2025 Q 1 2026 0 2 4 6 8 10 M illi on s $4 $— $— $—2021 2022 2023 2024 2025 Q 1 2026 $— $100 $200 $300 $400 $500 12 all data as of period end

 

DISTRIBUTION In the first quarter, we generated record Q1 new business sales, exceeding the prior year by more than 44%. This was driven by continued expansion of distribution partnerships, along with the continued rollout of newer relationships. We also saw continued effects from the late 2025 government shutdown, which impacted the broader flood insurance market. During this period, the consistency of Neptune’s pricing, support, and product availability remained important factors for our distribution partners. Agent engagement remains strong. Since launching our individual user-based access model in December, more than 45,000 agents have created accounts on the platform. This transition away from an agency- based login structure allows for a more direct and individualized experience, and supports more targeted improvements over time. These trends are reflected in the underlying growth of the business. Policies in force continued to scale and premium in force approached $389 million, supported by both new business production and retention. Distribution continues to expand through a combination of partner growth, increased agent engagement, and broader access to the platform, all supported by a consistent product and user experience. M ill io ns $90 $145 $204 $278 $370 $389 Premium in Force 2021 2022 2023 2024 2025 Q 1 2026 $— $100 $200 $300 $400 Th ou sa nd s 94 136 167 221 280 295 Policies in Force 2021 2022 2023 2024 2025 Q 1 2026 0 50 100 150 200 250 300 M ill io ns 9.0 14.9 20.8 26.7 32.7 34.4 Cumulative Triton Quotes 2021 2022 2023 2024 2025 Q 1 2026 0 5 10 15 20 25 30 35 40 13

 

Financial Statements

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share data) (Unaudited) Q1-2025 Q2-2025 Q3-2025 Q4-2025 Q1-2026 YoY (Q1 '26 vs Q1 '25) Revenues: 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 commissions and fees $ 29,353 $ 42,066 $ 44,365 $ 43,767 $ 37,795 28.8 % Operating expenses: Agent commissions $ 8,940 $ 12,736 $ 13,840 $ 13,549 $ 11,352 27.0 % Employee compensation and benefits 1,321 1,424 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 expense 84 104 111 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 % Income from operations $ 15,627 $ 21,290 $ 20,700 $ 13,338 $ 13,441 (14.0) % Other income (expense): Interest income 169 247 281 226 165 (2.4) % Interest expense (2,401) (5,868) (5,518) (4,456) (3,531) 47.1 % Income before income tax expense $ 13,395 $ 15,669 $ 15,463 $ 9,108 $ 10,075 (24.8) % Income tax expense $ 3,456 $ 4,049 $ 3,952 $ 4,765 $ 2,726 (21.1) % Net income $ 9,939 $ 11,620 $ 11,511 $ 4,343 $ 7,349 (26.1) % Accretion adjustment to redeemable preferred stock $ (3,381) $ (3,467) $ (3,555) $ (34) $ — (100.0) % Allocation to participating preferred stock (2,030) — (2,463) (14) — (100.0) % Cash dividend paid on redeemable preferred stock — (54,170) — — — NM Net income available to common stockholders $ 4,528 $ (46,017) $ 5,493 $ 4,295 $ 7,349 62.3 % 15 NM = Not meaningful. “NM” indicates that the period-to-period percent change is not meaningful, typically due to the magnitude of change or limited comparability between periods.

 

CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (Unaudited) Dec 31, 2025 Mar 31, 2026 Assets Current assets: Cash and cash equivalents $ 8,036 $ 10,542 Fiduciary cash 32,512 49,852 Fiduciary receivable 5,375 6,103 Commissions and fees receivable 4,080 4,732 Prepaid expenses and other current assets 1,309 1,236 Income tax receivable 1,150 — Total current assets $ 52,462 $ 72,465 Intangible assets, net $ 466 $ 447 Internally developed software, net 6,030 6,141 Goodwill 3,793 3,793 Deferred tax assets 802 793 Deferred financing asset 1,746 1,656 Total assets $ 65,299 $ 85,296 Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit Current liabilities: Accounts payable $ 10,141 $ 8,690 Commissions payable 3,788 4,660 Insurance company payables 18,946 24,415 Income tax payable — 1,548 Accrued expenses 977 800 Premium deposits 18,941 31,541 Total current liabilities $ 52,793 $ 71,654 Revolving credit facility 240,000 227,000 Total liabilities $ 292,793 $ 298,654 Stockholders’ deficit: Class A common stock, $0.00001 par value, 428,422,036 and 428,422,036 shares authorized; 94,868,326 and 94,718,530 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 1 1 Class B common stock, $0.00001 par value, 51,577,964 and 51,577,964 shares authorized; 43,435,000 and 43,435,000 issued and outstanding at March 31, 2026 and December 31, 2025, respectively — — Accumulated deficit $ (514,351) $ (507,002) Additional paid-in capital 286,856 293,643 Total stockholders’ deficit $ (227,494) $ (213,358) Total liabilities, redeemable, convertible preferred stock, and stockholders’ deficit $ 65,299 $ 85,296 16

 

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 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 our 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 % (14.4) 31.4 % 20.7 % (10.7) Adjusted EBITDA margin 58.3 % 57.1 % (1.3) 60.5 % 59.2 % (1.3) Twelve Months Ended March 31, ($ in thousands) 2025 2026 Change % Average number of employees 53.2 59.9 12.6 % Total revenues $ 127,086 $ 167,993 32.2 % Revenue per employee $ 2,389 $ 2,804 17.3 % Adjusted EBITDA $ 76,914 $ 99,451 29.3 % Adjusted EBITDA per employee $ 1,446 $ 1,660 14.8 % 17 NM = Not meaningful. “NM” indicates that the period-to-period percent change is not meaningful, typically due to the magnitude of change or limited comparability between periods.

 

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Adjusted Net Income and Adjusted Earnings (Basic and Diluted) Per Share The table below presents a reconciliation of Adjusted Net Income to net income (the most directly comparable GAAP measure), as well as our Adjusted Earnings (basic and diluted) per share to basic earnings (loss) and diluted earnings (loss) per share of common stock (the most directly comparable GAAP measure), respectively, for each of the three and twelve months ended March 31, 2026 and 2025. Three Months Ended March 31, (In thousands, except share and per share data) 2025 2026 Change % Net income $ 9,939 $ 7,349 (26.1) % Income tax $ 3,456 $ 2,726 (21.1) % Amortization expense $ 874 $ 1,004 14.9 % Share-based compensation $ 84 $ 6,912 NM Corporate transaction related expenses $ 531 $ 176 NM One-time expenses $ — $ 33 NM Adjusted Income before income tax expense $ 14,884 $ 18,200 22.3 % Adjusted income taxes (1) $ (3,841) $ (4,790) 24.7 % Adjusted net income $ 11,044 $ 13,410 21.4 % Weighted average Common Stock outstanding - Basic 93,350,000 138,240,994 48.1 % Plus: Impact of conversion of redeemable, convertible preferred stock (2) 41,850,000 — NM Adjusted Weighted average Common Stock outstanding - Basic 135,200,000 138,240,994 2.2 % Basic earnings (loss) per share $ 0.05 $ 0.05 NM Effect of conversion of redeemable, convertible preferred stock and net loss attributable to preferred stock holders (3) $ 0.05 $ — NM Other adjustments to earnings (loss) per share (4) $ 0.01 $ 0.08 NM Adjusted income taxes per share $ (0.03) $ (0.03) NM Adjusted basic earnings per share(5) $ 0.08 $ 0.10 NM Weighted average Common Stock outstanding - Diluted 93,350,000 145,756,044 56.1 % Plus: Impact of dilutive RSUs and stock options (4) — — NM Plus: Impact of conversion of redeemable, convertible preferred stock (2) 41,850,000 — NM Adjusted weighted average Common Stock outstanding - Diluted 135,200,000 145,756,044 7.8 % Diluted earnings (loss) per share $ 0.05 $ 0.05 NM Effect of conversion of redeemable, convertible preferred stock (3) $ 0.02 $ — NM Other adjustments to earnings (loss) per share (4) $ 0.04 $ 0.07 NM Adjusted income taxes per share $ (0.03) $ (0.03) NM Adjusted diluted earnings per share(5) $ 0.08 $ 0.09 NM (1)This represents the tax impact using effective tax rates of 26.3% and 25.8% for the three months ended March 31, 2026 and 2025, respectively. These tax rates exclude items that are non-deductible/non-taxable or subject to a specific tax treatment. (2)Assumes the conversion of all 41,850,000 shares of Redeemable Convertible Preferred Stock into an equivalent number of shares of common stock. (3)Pursuant to the completion of the Company's IPO on October 2, 2025, the redeemable, convertible preferred stock was no longer outstanding for the three months ended March 31, 2026. For comparability purposes, this calculation reflects net income that would be distributable to holders of common stock, assuming all redeemable preferred shares had been converted and no longer impacted the numerator. For the three months ended March 31, 2025, this includes $3.4 million of accretion adjustments and $2.0 million of allocations to participating preferred stock, totaling $5.4 million. These adjustments were divided by 93,350,000 shares for the three months ended March 31, 2025, to calculate the Adjusted earnings (basic and diluted) per share amounts. (4)Other adjustments to earnings (loss) represent amortization expense, share-based compensation, and corporate related expenses. (5)Adjusted earnings per share is calculated as Adjusted Net Income divided by the applicable weighted average shares outstanding. Individual per-share components above may not sum exactly to the total due to rounding. 18

 

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Per Share Metrics ($ in thousands) Q2- 2024 Q3-2024 Q4-2024 Q1-2025 Q2-2025 Q3-2025 Q4-2025 Q1-2026 Total commissions and fees $ 32,410 $ 33,820 $ 31,503 $ 29,353 $ 42,066 $ 44,365 $ 43,767 $ 37,795 Total operating expenses $ 13,705 $ 14,011 $ 13,113 $ 13,726 $ 20,776 $ 23,665 $ 30,429 $ 24,354 Income from operations $ 18,705 $ 19,809 $ 18,390 $ 15,627 $ 21,290 $ 20,700 $ 13,338 $ 13,441 Income before income tax expense $ 8,420 $ 16,294 $ 15,474 $ 13,395 $ 15,669 $ 15,463 $ 9,108 $ 10,075 Net income $ 6,273 $ 12,093 $ 11,612 $ 9,939 $ 11,620 $ 11,511 $ 4,343 $ 7,349 Net income available to common stockholders $ 2,069 $ 6,030 $ 5,664 $ 4,528 $ (46,017) $ 5,493 $ 4,295 $ 7,349 Net income margin 19.4 % 35.8 % 36.9 % 33.9 % 27.6 % 25.9 % 9.9 % 19.4 % Adjusted net income $ 11,078 $ 12,814 $ 12,286 $ 11,044 $ 14,556 $ 15,997 $ 15,335 $ 13,410 Adjusted basic earnings per share $ 0.08 $ 0.09 $ 0.09 $ 0.08 $ 0.11 $ 0.12 $ 0.11 $ 0.10 Adjusted diluted earnings per share $ 0.08 $ 0.09 $ 0.09 $ 0.08 $ 0.11 $ 0.11 $ 0.10 $ 0.09 Adjusted EBITDA $ 19,729 $ 20,780 $ 19,289 $ 17,116 $ 25,249 $ 26,725 $ 25,911 $ 21,566 Adjusted EBITDA margin 60.9 % 61.4 % 61.2 % 58.3 % 60.0 % 60.2 % 59.2 % 57.1 % Adjusted EBITDA per share (basic) $ 0.15 $ 0.15 $ 0.14 $ 0.13 $ 0.19 $ 0.20 $ 0.19 $ 0.16 Adjusted EBITDA per share (diluted) $ 0.15 $ 0.15 $ 0.14 $ 0.13 $ 0.19 $ 0.19 $ 0.17 $ 0.15 19

 

SHARES OUTSTANDING Shares Outstanding The following table presents a summary of our equity interests as of March 31, 2026, as calculated per ASC 260 Earnings Per Share Common Shares Date Class A Common Class B Common (10x vote) Shares issued and outstanding (Total) Beginning shares outstanding 12/31/2025 94,718,530 43,435,000 138,153,530 Add: Net shares issued upon exercise of stock options various 149,796 — 149,796 Common Shares Outstanding as of 3/31/2026 3/31/2026 94,868,326 43,435,000 138,303,326 Weighted Avg Shares outstanding Q1 2026 94,805,994 43,435,000 138,240,994 Options Date Exercisable Options Class A Exercisable Options Class B Total Exercisable Options as of 12/31/2025 12/31/2025 2,618,385 6,160,000 8,778,385 Less: Exercised during Q1 2026 various (189,481) — (189,481) Exercisable Options as of 3/31/2026 3/31/2026 2,428,904 6,160,000 8,588,904 Weighted Avg Exercisable Options Q1 2026 2,493,260 6,160,000 8,653,260 Less: Net Exercise Options - $23.217 Avg (703,563) (1,457,949) (2,161,512) Dilutive Options Outstanding as of 3/31/2026 3/31/2026 1,789,697 4,702,051 6,491,748 Restricted Stock Units Date RSUs - Class A RSUs - Class B Total Restricted Stock Units outstanding as of 12/31/2025 12/31/2025 2,194,524 1,982,964 4,177,488 Add: RSUs granted during Q1 2026 — — — RSU shares outstanding as of 3/31/2026 3/31/2026 2,194,524 1,982,964 4,177,488 Less: Weighted unamortized expense shares (1,659,510) (1,494,675) (3,154,185) Diluted award shares outstanding as of 3/31/2026 3/31/2026 535,014 488,289 1,023,303 Treasury Stock Method Weighted Avg Common Shares outstanding 94,805,994 43,435,000 138,240,994 Weighted Avg Exercisable Options - $5.80 Avg Strike Price 2,493,260 6,160,000 8,653,260 Less: Net Exercise Options - $23.217 Avg Share Price in Q1 2026 (703,563) (1,457,949) (2,161,512) RSUs outstanding 2,194,524 1,982,964 4,177,488 Less: Weighted unamortized expense shares (1,659,510) (1,494,675) (3,154,185) Treasury Stock Method Shares Outstanding 97,130,704 48,625,340 145,756,044 Pro Forma Dilution From Existing Equity Interests The following table presents a summary of the pro forma net incremental shares resulting from vesting and repurchase of equity interests outstanding. Basic Shares Common Shares Outstanding as of 3/31/2026 138,303,326 Add: Vesting of RSUs granted during FY 2025 4,177,488 Less: Net settlement for tax withholding (36.0%) (1,503,896) Common Shares Outstanding as of 12/31/2028 140,976,918 Options Exercisable Options as of 3/31/2026 8,588,904 Less: Net Exercise Options - Based on $23.217 Avg Share Price during Q1 2026 (2,161,512) Option Shares - Common 6,427,392 Treasury Stock Method Common Shares outstanding 140,976,918 Option Shares - Common 6,427,392 Restricted Stock Units outstanding — Treasury Stock Method - Hypothetical Shares Outstanding 147,404,310 20 What this table does... • Rolls forward the Common Share count along with the net of tax effects of options exercised during Q1 2026 • Calculates dilutive effect of Restricted Stock Units as of March 31, 2026 • Establishes the GAAP basis for the calculation of diluted EPS What this table does... • Provides hypothetical fully dilutive impacts of existing equity interests outstanding • Assumes future average share price equals average share price during most recent completed quarter What is NOT included in either table • Potential future equity awards • Potential future share repurchases, aside from those contemplated in the Net Settlement of existing options or RSUs • Assumptions regarding changes to the market price of shares • Forfeitures of outstanding equity awards

 

Additional Information

 

ADDITIONAL INFORMATION Webcast The Company will host a conference call and webcast to discuss its financial results at 5:00 PM ET on Wednesday, April 22, 2026. The dial-in number for the conference call is (800) 715-9871 or (646) 307-1963 (international). Please dial the number 10 minutes prior to the scheduled start time. A live webcast of the conference call will also be available here as well as on Neptune's investor relations website at investors.neptuneflood.com. A replay of the webcast will be available shortly after the event at the same website. Effectiveness of Information The information included in this earnings presentation and the statements made during the earnings conference call, each of which is available on Neptune's investor relations website at investors.neptuneflood.com (collectively, the “Earnings Materials”), represent Neptune’s expectations and beliefs as of April 22, 2026. Although these Earnings Materials will remain available on Neptune’s website through the date of the earnings call for the first quarter of fiscal 2027, their continued availability does not mean that Neptune is reaffirming or confirming their continued validity. Neptune undertakes no obligation to update any forward-looking statements, whether as a result of new information or future events, or to otherwise update the targets given in this earnings presentation, except as required by law. Non-GAAP Financial Measures and Key Performance Indicators To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP), we use the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, and Adjusted diluted earnings per share. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In addition, these measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures. Adjusted EBITDA is a non-GAAP financial measure derived from net income (the most directly comparable GAAP measure) adjusted to exclude interest expense (net of interest income), loss on extinguishment of debt, income taxes, amortization expense, share- based compensation, corporate transaction related expenses, and other one-time expenses. By removing these expenses, we believe Adjusted EBITDA provides a clearer representation of operating performance. Adjusted EBITDA margin is a non-GAAP financial measure derived from Adjusted EBITDA divided by revenue. We believe that Adjusted EBITDA margin is a useful measurement of operating profitability for the same reasons we find Adjusted EBITDA useful and also because it provides a period-to-period comparison of our operating performance. Adjusted net income is a non-GAAP financial measure derived from net income (the most directly comparable GAAP measure), adjusted to exclude loss on extinguishment of debt, amortization expense, share-based compensation, corporate transaction related expenses, and other one-time expenses, and the related tax effect of those adjustments. By removing these expenses, we believe Adjusted net income provides a clearer representation of operating performance. Adjusted diluted earnings per share is Adjusted net income divided by diluted weighted average shares outstanding, assuming the conversion of all outstanding shares of redeemable convertible preferred stock into an equivalent number of shares of common stock, which occurred upon the consummation of our IPO. Similarly, Adjusted basic earnings per share is Adjusted net income divided by basic weighted average shares outstanding, also assuming the conversion of all outstanding redeemable convertible preferred stock into an equivalent number of shares of common stock, which occurred upon the consummation of our IPO. By implementing the conversion of the redeemable convertible preferred stock, we believe Adjusted earnings (basic and diluted) per share provides a clearer representation of operating performance. The most directly comparable GAAP measures are diluted earnings per share and basic earnings per share, respectively. Additionally, we discuss certain key performance indicators, described below, which provide useful information about the Company’s business and the operational factors underlying the Company’s financial performance. Written Premium is 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. We believe written premium is an appropriate measure of operating performance because it is the primary driver of our commission revenue. Revenue per Employee is revenue for the trailing four quarters, determined in accordance with GAAP, divided by the average number of employees during the trailing four quarters. We monitor this as a metric of scaling growth and believe it to be a leading indicator of sustained profitability and efficiency. Adjusted EBITDA per employee is Adjusted EBITDA, a non-GAAP metric, for the trailing four quarters divided by the average number of employees during the trailing four quarters. We monitor this as a metric of scaling growth and believe it to be a leading indicator of sustained profitability and efficiency. For further discussion on our calculation of Adjusted EBITDA, see “Non-GAAP Financial Measures” above. Policy Retention Rate is the percentage of our policyholders who receive renewal offers and who accept the offered renewal term. We monitor the acceptance of renewal offers as an early indicator of price elasticity. Premium Retention Rate is the premium associated with those accepted renewal offers, as a percentage of the total premium from expiring policies for which renewal offers were made. Revenue Retention Rate is the percentage of revenue recognized on policies in a given period that is recognized under the renewal terms of those same policies in the subsequent period. We monitor this metric as a comprehensive indicator of renewal performance and the long-term stability of our revenue base, as it reflects the combined effect of policy retention, premium changes, and policy fee income. Organic revenue and organic revenue growth: We define organic revenue as total revenue determined in accordance with GAAP, adjusted to remove the impact of any acquisitions or divestitures. We define organic revenue growth as the year-over-year growth in our organic revenue. However, as of the date of this Quarterly Report 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. Organic revenue and organic revenue growth are also non-GAAP financial measures which are commonly reported by others in the insurance industry. We use “organic revenue” and “organic revenue growth” in this Quarterly Report to facilitate investors’ understanding of our operating performance and comparison with our peers. 22

 

ADDITIONAL INFORMATION Safe Harbor Statement This earnings presentation, the press release, and the earnings conference call contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this release, are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “outlook,” “predicts,” “potential,” or “continue,” the negative of these terms, and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, include, among others, projections of our future financial performance, our anticipated growth and business strategies, anticipated trends in our business, capital allocation plans, technology initiatives, and other future events or development. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including those factors discussed under the captions entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, once filed, and the other documents that the Company files with the U.S. Securities and Exchange Commission, which are available free of charge on the SEC's website at: www.sec.gov and on Neptune’s investor relations website at investors.neptuneflood.com. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. 23

 

 

Source: View Original Filing on SEC EDGAR

FAQ

How did Neptune Insurance Holdings Inc. (NP) perform in Q1 2026?

Neptune reported Q1 2026 revenue of $37.8 million, up 28.8% year over year, with net income of $7.3 million. Adjusted net income rose to $13.4 million, and Adjusted EBITDA reached $21.6 million at a 57.1% margin, highlighting strong underlying profitability.

What new stock repurchase program did Neptune (NP) announce?

Neptune’s Board approved a stock repurchase program authorizing up to $100 million of Class A common stock. Repurchases may occur via open-market or negotiated transactions and 10b5-1 plans, have no expiration date, and can be funded with operating cash flow or its revolving credit facility.

What guidance did Neptune (NP) give for full-year 2026 financial results?

For full-year 2026, Neptune now expects $195 million of revenue and an Adjusted EBITDA margin between 60% and 61%. This updated outlook follows strong Q1 2026 performance and indicates expectations for continued high-margin growth across the business.

What is Neptune’s profitability and leverage on a last-twelve-month basis?

For the twelve months ended March 31, 2026, Neptune generated $168.0 million in revenue and $99.5 million Adjusted EBITDA, a 59.2% margin. Net income was $34.8 million. At March 31, 2026, debt on the revolving credit facility was $227.0 million with a 2.2x Net Leverage Ratio.

How did share-based compensation affect Neptune’s Q1 2026 results?

Q1 2026 share-based compensation was $6.9 million pre-tax, significantly higher than the prior year’s $0.1 million. This expense contributed to the 26.1% decline in GAAP net income even as Adjusted EBITDA and Adjusted net income grew strongly year over year.

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