Neptune (NP) ten percent owner sells stock in $26.40 public offering

Rhea-AI Filing Summary

Neptune Insurance Holdings Inc. disclosed that investment vehicle BSIV Hold 101, LP, a ten percent owner, sold Class A Common Stock in two open-market transactions linked to a public offering. On May 15, 2026, it sold 4,589,351 shares at $26.40 per share in connection with the offering prospectus dated May 13, 2026. On May 19, 2026, it sold an additional 688,403 shares at $26.40 per share pursuant to the underwriters’ over-allotment option. After these sales, BSIV Hold 101, LP reported holding 14,252,718 shares of Class A Common Stock. The interests are held through a structure ultimately owned or advised by entities associated with Gene Yoon, and each reporting person disclaims beneficial ownership beyond any pecuniary interest.

Insights

Equity ownership analyst

Large shareholder sells shares as part of Neptune’s public offering structure.

A ten percent owner of Neptune Insurance Holdings Inc., BSIV Hold 101, LP, reported selling Class A Common Stock at $26.40 per share in two transactions tied directly to a public offering and the underwriters’ over-allotment option.

Because the sales are linked to a planned offering rather than discretionary market trades, they look more like offering-related rebalancing than a standalone signal on company prospects. After these transactions, BSIV Hold 101, LP still reports holding 14,252,718 shares, indicating a substantial remaining position.

The ownership chain involves entities ultimately owned or advised by Gene Yoon, with all reporting persons formally disclaiming beneficial ownership beyond any pecuniary interest. Future company filings may clarify any additional changes in this large holder’s stake if further offering-related activity occurs.

Insider Trade Summary

Net Seller: 5,277,754 shares ($139,332,706)

Net Sell 2 txns

Insider BSIV Hold 101, LP, BSIV Hold 101 GP, LLC, Bregal Sagemount IV General Partner Jersey Ltd, Bregal Sagemount Management LP, Yoon Gene

Role null | null | null | null | null

Sold 5,277,754 shs ($139.33M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	688,403	$26.40	$18.17M
Sale	Class A Common Stock	4,589,351	$26.40	$121.16M

Holdings After Transaction: Class A Common Stock — 14,252,718 shares (Direct, null)

Footnotes (1)

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"). These shares were sold pursuant to the underwriters' exercise of their over-allotment option in connection with the Offering. The reported securities are held directly by BSIV Hold 101, LP ("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. 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

Shares sold May 15, 2026: 4,589,351 shares Shares sold May 19, 2026: 688,403 shares Sale price per share: $26.40 per share +1 more

4 metrics

Shares sold May 15, 2026 4,589,351 shares Class A Common Stock sold at $26.40 per share

Shares sold May 19, 2026 688,403 shares Class A Common Stock sold at $26.40 per share

Sale price per share $26.40 per share Price for both reported sales of Class A Common Stock

Shares held after transactions 14,252,718 shares BSIV Hold 101, LP Class A Common Stock position after May 19, 2026 sale

Key Terms

public offering, over-allotment option, ten percent owner, Class A Common Stock, +1 more

5 terms

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 financial

"BSIV Hold 101, LP is listed as a ten percent owner reporting person"

Class A Common Stock financial

"The reported securities are described as Class A Common Stock in the transactions."

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.

pecuniary interest financial

"Each of the reporting persons disclaims beneficial ownership ... except to the extent of such reporting person's pecuniary interest therein"

Form 4 Insider Transactions: What Each Field Means →

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^*

BSIV Hold 101, LP

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(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		4,589,351	D	$26.4(1)	14,941,121	D(3)(4)
Class A Common Stock	05/19/2026		S		688,403	D	$26.4(2)	14,252,718	D(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^*

BSIV Hold 101, LP

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(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^*

BSIV Hold 101 GP, LLC

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(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^*

Bregal Sagemount IV General Partner Jersey Ltd

(Last) (First) (Middle)

SECOND FLOOR, WINDWARD HOUSE,

LA ROUTE DE LA LIBERATION

(Street)

ST. HELIER JERSEY JE2 3BQ

(City) (State) (Zip)

JERSEY

(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^*

Bregal Sagemount Management LP

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(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^*

Yoon Gene

(Last) (First) (Middle)

200 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(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. The reported securities are held directly by BSIV Hold 101, LP ("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.

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.

	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/ Ellen Bubod, Name: Ellen Bubod, Director; /s/ Paul Andrew Bradshaw, Name: Paul Andrew Bradshaw, Director	05/19/2026
	BSIV Hold 101 GP, LLC, By: Bregal Sagemount IV General Partner Jersey Limited, its Sole Member, By: /s/ Ellen Bubod, Name: Ellen Bubod, Title: Director, /s/ Paul Andrew Bradshaw, Name: Paul Andrew Bradshaw, Title: Director	05/19/2026
	Bregal Sagemount IV General Partner Jersey Limited, By: /s/ Ellen Bubod, Name: Ellen Bubod, Title: Director, /s/ Paul Andrew Bradshaw, Name: Paul Andrew Bradshaw, Title: Director	05/19/2026
	Bregal Sagemount Management LP, By: /s/ Gene Yoon, Name: Gene Yoon, Title: Managing Partner	05/19/2026
	Gene Yoon, By: /s/ Gene Yoon, Name: Gene Yoon	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)

FAQ

What insider transaction did Neptune Insurance (NP) report in this Form 4?

Neptune Insurance reported that BSIV Hold 101, LP, a ten percent owner, sold Class A Common Stock in two transactions at $26.40 per share. The sales were linked to a public offering and the underwriters’ over-allotment option, rather than standalone open-market selling.

How many Neptune (NP) shares did BSIV Hold 101, LP sell and at what price?

BSIV Hold 101, LP sold 4,589,351 shares of Class A Common Stock on May 15, 2026 and 688,403 shares on May 19, 2026. Both transactions were executed at a price of $26.40 per share in connection with Neptune’s public offering.

How many Neptune Insurance (NP) shares does the reporting holder own after these sales?

After the reported transactions, BSIV Hold 101, LP reported owning 14,252,718 shares of Neptune’s Class A Common Stock. This figure reflects holdings following the May 19, 2026 sale and indicates the holder continues to maintain a sizable equity position in the company.

Were Neptune (NP) insider sales related to a planned public offering?

Yes. One sale was made in connection with Neptune’s public offering under a prospectus dated May 13, 2026, and the other followed the underwriters’ exercise of an over-allotment option. This suggests the transactions are part of the offering structure rather than isolated trading.

Who ultimately controls the Neptune (NP) shares sold by BSIV Hold 101, LP?

The reported securities are held directly by BSIV Hold 101, LP, which is managed through several entities and is ultimately 100% owned by Gene Yoon. Bregal Sagemount Management LP, majority owned by Yoon, acts as investment advisor, and all reporting persons disclaim full beneficial ownership.