Form 4: NP selling holder completes IPO over-allotment sale

Rhea-AI Filing Summary

Neptune Insurance Holdings Inc. (NP) reported a sale of 820,123 shares of Class A Common Stock at $18.75 on 10/01/2025. The transaction was made by BSIV Hold 101, LP and affiliated reporting persons pursuant to the underwriters' exercise of their over-allotment option in connection with the initial public offering, at a price equal to the IPO price net of underwriting discounts and commissions.

After the sale, the reporting persons beneficially owned 19,530,472 shares, held directly.

Insights

Capital markets analyst

Sale tied to IPO over-allotment; routine for a selling holder.

The filing shows BSIV Hold 101, LP and affiliates sold 820,123 Neptune Insurance Class A shares at $18.75 on 10/01/2025. The note states the sale occurred under the underwriters' over-allotment option related to the IPO, using the IPO price net of underwriting discounts and commissions.

Following this transaction, the reporting group lists 19,530,472 shares beneficially owned on a direct basis. This type of greenshoe allocation is a standard IPO mechanism and does not, by itself, alter operating fundamentals.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BSIV Hold 101, LP

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Neptune Insurance Holdings Inc. [ NP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	10/01/2025		S		820,123	D	$18.75(1)	19,530,472	D(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BSIV Hold 101, LP

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BSIV Hold 101 GP, LLC

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bregal Sagemount IV General Partner Jersey Ltd

(Last) (First) (Middle)

SECOND FLOOR, WINDWARD HOUSE,

LA ROUTE DE LA LIBERATION

(Street)

ST. HELIER, JERSEY Y9 JE2 3BQ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bregal Sagemount Management LP

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Yoon Gene

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares were sold pursuant to the underwriters' exercise of their over-allotment option in connection with the initial public offering of the Issuer's Class A Common Stock at a price per share equal to the initial public offering price, net of underwriting discounts and commissions. BSIV Hold 101, LP ("BSIV 101") was a selling stockholder in the initial public offering.

2. The reported securities are held directly by BSIV 101. BSIV 101 is managed by BSIV Hold 101 GP, LLC, its general partner, which is managed by Bregal Sagemount IV General Partner Jersey Limited, its sole member, which is managed by a board of directors and is ultimately 100% owned by Gene Yoon. Bregal Sagemount Management LP, which is majority owned by Gene Yoon, is the investment advisor to BSIV 101.

3. Each of the reporting persons disclaims beneficial ownership of the reported securities, except to the extent of such reporting person's pecuniary interest therein, if any. The filing of this statement shall not be deemed an admission by any reporting person of beneficial ownership of the reported securities.

	BSIV Hold 101, LP, By: BSIV Hold 101 GP, LLC, its GP, By: Bregal Sagemount IV General Partner Jersey Limited, its Sole Member, By: /s/ Colin James Dow, Name: Colin James Dow, Director; /s/ Paul Andrew Bradshaw, Name: Paul Andrew Bradshaw, Director	10/03/2025
	BSIV Hold 101 GP, LLC, By: Bregal Sagemount IV General Partner Jersey Limited, its Sole Member, By: /s/ Colin James Dow, Name: Colin James Dow, Title: Director, /s/ Paul Andrew Bradshaw, Name: Paul Andrew Bradshaw, Title: Director	10/03/2025
	Bregal Sagemount IV General Partner Jersey Limited, By: /s/ Colin James Dow, Name: Colin James Dow, Title: Director, /s/ Paul Andrew Bradshaw, Name: Paul Andrew Bradshaw, Title: Director	10/03/2025
	Bregal Sagemount Management LP, By: /s/ Eugene Yoon, Name: Eugene Yoon, Title: Managing Partner	10/03/2025
	By: /s/ Michelle Riley, Name: Michelle Riley, as attorney-in-fact for Gene Yoon	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Neptune Insurance (NP) insiders report on the Form 4?

A sale of 820,123 Class A shares at $18.75 on 10/01/2025.

Who sold the Neptune Insurance (NP) shares?

The shares were sold by BSIV Hold 101, LP and affiliated reporting persons.

What price was used in the Neptune Insurance (NP) sale?

The sale price was $18.75 per share, equal to the IPO price net of underwriting discounts and commissions.

Why did the Neptune Insurance (NP) sale occur?

It was pursuant to the underwriters' exercise of their over-allotment option in connection with the IPO.

How many Neptune Insurance (NP) shares remain beneficially owned?

The reporting persons list 19,530,472 shares beneficially owned after the transaction.