[8-K] Neptune Insurance Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Neptune Insurance Holdings Inc. (NP) adopted its second amended and restated certificate of incorporation and bylaws in connection with the closing of its initial public offering. The updates became effective on October 2, 2025, immediately prior to the IPO closing, as previously approved by the board and stockholders. The final prospectus dated September 30, 2025 (File No. 333-289995) includes a “Description of Capital Stock” outlining key provisions. The new charter and bylaws are filed as Exhibits 3.1 and 3.2. NP’s Class A common stock trades on the NYSE under the symbol NP.

Insights

Governance counsel

IPO‑standard governance updates; administrative and neutral.

Neptune Insurance Holdings Inc. put in place a restated charter and bylaws effective October 2, 2025, aligned with the IPO closing. Such documents typically standardize post‑IPO governance and capital structure terms referenced in the prospectus’ “Description of Capital Stock.”

This is procedural rather than financial. The exhibits (3.1 and 3.2) and the prospectus dated September 30, 2025 provide the operative terms. Any impact will track the specific provisions disclosed there.

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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): October 2, 2025

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		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 Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 2, 2025, Neptune Insurance Holdings Inc. (the “Company”) filed its second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its second amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”). As described in the final prospectus, dated September 30, 2025 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-289995), as amended, filed with the Securities and Exchange Commission on October 1, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to closing of the Company’s initial public offering. A description of certain provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus.

The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Incorporation of Neptune Insurance Holdings Inc.
3.2		Second Amended and Restated Bylaws of Neptune Insurance Holdings Inc.
104		Cover 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: October 7, 2025	By:	/s/ Trevor Burgess
		Trevor Burgess
		Chief Executive Officer

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