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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):
November 12, 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 2.02 |
Results of Operations and Financial Condition. |
On November 12, 2025, Neptune Insurance Holdings Inc. (the “Company”)
issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including
Exhibit 99.1 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 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release issued by Neptune Insurance Holdings Inc. on November 12, 2025. |
| 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.
| |
NEPTUNE INSURANCE HOLDINGS INC. |
| |
|
|
| Date: November 12, 2025 |
By: |
/s/ Trevor Burgess |
| |
|
Trevor Burgess |
| |
|
Chief Executive Officer |
