Funds sell 6.0M Neptune Insurance shares in offering

Neptune Insurance Holdings Inc. large shareholders affiliated with FTV reported open-market sales of Class A Common Stock tied to a public offering.

Rhea-AI Filing Summary

Neptune Insurance Holdings Inc. large shareholders affiliated with FTV reported open-market sales of Class A Common Stock tied to a public offering. They sold a total of 6,039,850 shares at $26.40 per share across two transactions.

One sale on May 15, 2026 covered 5,252,044 shares, and another on May 19, 2026 covered 787,806 shares, both in connection with the offering and the underwriters’ over-allotment option. After these sales, FTV-related entities collectively hold 16,310,781 Neptune Insurance shares.

Insider Trade Summary

Net Seller: 6,039,850 shares

Net Sell 2 txns

Insider FTV VII, L.P., FTV NE-Aggregator, LLC, Growth VII-Centre, L.P., FTV Management VII, L.P.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Sold 6,039,850 shs ($159.45M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	787,806	$26.40	$20.80M
Sale	Class A Common Stock	5,252,044	$26.40	$138.65M

Holdings After Transaction: Class A Common Stock — 16,310,781 shares (Indirect, See footnotes)

Footnotes (5)

1. F1. These shares were sold in connection with the public offering of the Issuer's Class A Common Stock pursuant to the prospectus dated May 13, 2026 (the "Offering").
2. F2. These shares were sold pursuant to the underwriters' exercise of their over-allotment option in connection with the Offering.
3. F3. After giving effect to the sales reported in this statement, the shares of Class A Common Stock are directly held as follows: 14,325,878 by FTV VII, L.P. ("FTV VII"), 992,452 by FTV-NE Aggregator, LLC ("FTV-NE Aggregator") and 992,451 by Growth VII-Centre, L.P. ("Growth VII-Centre").
4. F4. 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.
5. F5. 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.

Key Figures

Total shares sold: 6,039,850 shares Sale price: $26.40 per share First transaction size: 5,252,044 shares +5 more

8 metrics

Total shares sold 6,039,850 shares Class A Common Stock sold by reporting entities

Sale price $26.40 per share Price for both reported transactions

First transaction size 5,252,044 shares Sale on May 15, 2026

Second transaction size 787,806 shares Sale on May 19, 2026

Shares held after sales 16,310,781 shares Neptune Insurance shares held by reporting entities post-transaction

FTV VII holdings 14,325,878 shares Directly held after transactions

FTV-NE Aggregator holdings 992,452 shares Directly held after transactions

Growth VII-Centre holdings 992,451 shares Directly held after transactions

Key Terms

Class A Common Stock, public offering, over-allotment option, ten percent owner, +2 more

6 terms

Class A Common Stock financial

"These shares were sold in connection with the public offering of the Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

public offering financial

"These shares were sold in connection with the public offering of the Issuer's Class A Common Stock"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

over-allotment option financial

"These shares were sold pursuant to the underwriters' exercise of their over-allotment option in connection with the Offering."

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

ten percent owner regulatory

"each reporting person is indicated as a ten percent owner in the filer metadata"

beneficial ownership regulatory

"Each of the reporting persons disclaims beneficial ownership of the reported securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of such reporting person's pecuniary interest therein, if any."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FTV-affiliated holders report in Neptune Insurance (NP) Form 4?

FTV-affiliated holders reported selling 6,039,850 shares of Neptune Insurance Class A Common Stock. The sales were made at $26.40 per share in connection with a public offering and the underwriters’ over-allotment option, and the funds continue to hold a significant share position.

How many Neptune Insurance (NP) shares were sold and at what price?

The reporting entities sold 6,039,850 Neptune Insurance Class A Common shares. The Form 4 shows both transactions were executed at a price of $26.40 per share, reflecting open-market or private sale transactions tied to a broader public equity offering.

Were the Neptune Insurance (NP) share sales linked to an offering?

Yes, the Form 4 states the shares were sold in connection with Neptune Insurance’s public offering of Class A Common Stock. A portion reflects the underwriters’ exercise of their over-allotment option, which typically expands the offering size if investor demand is strong.

How many Neptune Insurance (NP) shares do FTV-related funds hold after the sales?

After the reported transactions, FTV-related funds collectively hold 16,310,781 Neptune Insurance shares. Footnotes specify 14,325,878 shares held by FTV VII, 992,452 by FTV-NE Aggregator, and 992,451 by Growth VII-Centre, showing they remain major shareholders following the offering-related sales.

Who are the reporting persons in the Neptune Insurance (NP) Form 4?

The reporting persons are FTV VII, L.P., FTV NE-Aggregator, LLC, Growth VII-Centre, L.P., and FTV Management VII, L.P. Footnotes explain how these entities are related and note that each disclaims beneficial ownership except to the extent of its pecuniary interest in the securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 09:00 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 CALIFORNIA 94108

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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	05/15/2026		S		5,252,044	D	$26.4(1)	17,098,587	I	See footnotes(3)(4)(5)
Class A Common Stock	05/19/2026		S		787,806	D	$26.4(2)	16,310,781	I	See footnotes(3)(4)(5)

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 CALIFORNIA 94108

(City) (State) (Zip)

UNITED STATES

(Country)

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 CALIFORNIA 94108

(City) (State) (Zip)

UNITED STATES

(Country)

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 CALIFORNIA 94108

(City) (State) (Zip)

UNITED STATES

(Country)

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 CALIFORNIA 94108

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These shares were sold in connection with the public offering of the Issuer's Class A Common Stock pursuant to the prospectus dated May 13, 2026 (the "Offering").

2. These shares were sold pursuant to the underwriters' exercise of their over-allotment option in connection with the Offering.

3. After giving effect to the sales reported in this statement, the shares of Class A Common Stock are directly held as follows: 14,325,878 by FTV VII, L.P. ("FTV VII"), 992,452 by FTV-NE Aggregator, LLC ("FTV-NE Aggregator") and 992,451 by Growth VII-Centre, L.P. ("Growth VII-Centre").

4. 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.

5. 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	05/19/2026
	FTV-NE Aggregator, LLC, By: /s/ Andy Fleischman, Name: Andy Fleischman, Title: Managing Member	05/19/2026
	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	05/19/2026
	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	05/19/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)