NP Form 4: 678,019-share sale via IPO over-allotment option

Rhea-AI Filing Summary

Neptune Insurance Holdings (NP): Insider sale linked to IPO overallotment. On 10/01/2025, affiliated FTV entities reported a sale of 678,019 shares of Class A Common Stock at $18.75 per share, executed pursuant to the underwriters’ exercise of their over‑allotment option in the company’s initial public offering. Following the transaction, the group reported 22,350,631 shares beneficially owned indirectly, including 14,556,518 by FTV VII, L.P., 6,434,159 by FTV-NE Aggregator, and 1,359,954 by Growth VII‑Centre.

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

OMB APPROVAL

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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^*

FTV VII, L.P.

(Last) (First) (Middle)

601 CALIFORNIA STREET, FLOOR 19

(Street)

SAN FRANCISCO CA 94108

(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		678,019	D	$18.75(1)	22,350,631	I	See footnotes(2)(3)(4)

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^*

FTV VII, L.P.

(Last) (First) (Middle)

601 CALIFORNIA STREET, FLOOR 19

(Street)

SAN FRANCISCO CA 94108

(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^*

FTV NE-Aggregator, LLC

(Last) (First) (Middle)

601 CALIFORNIA STREET, FLOOR 19

(Street)

SAN FRANCISCO CA 94108

(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^*

Growth VII-Centre, L.P.

(Last) (First) (Middle)

601 CALIFORNIA STREET, FLOOR 19

(Street)

SAN FRANCISCO CA 94108

(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^*

FTV Management VII, L.P.

(Last) (First) (Middle)

601 CALIFORNIA STREET, FLOOR 19

(Street)

SAN FRANCISCO CA 94108

(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. FTV-NE Aggregator, LLC ("FTV-NE Aggregator") and Growth VII-Centre, L.P. ("Growth VII-Centre") were selling stockholders in the initial public offering.

2. After giving effect to the sales reported in this statement, the shares of Class A Common Stock are directly held as follows: 14,556,518 by FTV VII, L.P. ("FTV VII"), 6,434,159 by FTV-NE Aggregator and 1,359,954 by Growth VII-Centre.

3. FTV-NE Aggregator is managed by FTV VII, its sole member, which is managed by FTV Management VII, L.P. ("FTV Management"), its general partner. Growth VII-Centre is managed by FTV Management, its general partner.

4. 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.

	FTV VII, L.P., By: FTV Management VII, L.P., its General Partner, By: FTV VII GP, L.L.C., its General Partner, By: /s/ Andy Fleischman, Name: Andy Fleischman, Title: Managing Member	10/03/2025
	FTV-NE Aggregator, LLC, By: /s/ Andy Fleischman, Name: Andy Fleischman, Title: Managing Member	10/03/2025
	Growth VII-Centre, L.P., By: FTV Management VII, L.P., its General Partner, By: FTV VII GP, L.L.C., its General Partner, By: /s/ Andy Fleischman, Name: Andy Fleischman, Title: Managing Member	10/03/2025
	FTV Management VII, L.P., By: FTV VII GP, L.L.C., its General Partner, By: /s/ Andy Fleischman, Name: Andy Fleischman, Title: Managing Member	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 Form 4?

Affiliated FTV entities reported selling 678,019 Class A shares on 10/01/2025 at $18.75 per share.

Why were the Neptune Insurance shares sold?

The sale occurred under the underwriters’ exercise of their over‑allotment option in connection with the IPO.

What price were the NP shares sold at?

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

How many NP shares do the reporting persons still own after the sale?

They reported 22,350,631 shares beneficially owned indirectly after the transaction.

How is the remaining indirect ownership of NP shares allocated?

Reported holdings: 14,556,518 by FTV VII, L.P.; 6,434,159 by FTV‑NE Aggregator; 1,359,954 by Growth VII‑Centre.

Were the selling entities also IPO selling stockholders?

Yes. The filing notes FTV‑NE Aggregator and Growth VII‑Centre were selling stockholders in the IPO.

What is the reporting relationship to the issuer?

The filing indicates a Director relationship among reporting persons and indirect ownership through affiliated entities.