STOCK TITAN

Neptune Insurance CFO shifts 3.35M shares to trust

The CFO of Neptune Insurance Holdings Inc. re-titled over 3.3 million shares into his revocable trust with no change in his total beneficial ownership.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Neptune Insurance Holdings Inc. (NP) director and Chief Financial Officer James Steiner reported an internal restructuring of his holdings of Class A Common Stock on September 14, 2026. A total of 3,349,050 shares were transferred for no consideration from his direct ownership into a revocable living trust of which he is the sole grantor, trustee and current beneficiary, so his beneficial ownership remained unchanged at 4,284,715 shares immediately before and after the transfer. Following the transaction, 535,665 shares are held directly as time-based restricted stock units and 3,749,050 shares are held indirectly through the trust.

Positive

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Negative

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Insider Steiner James
Role Chief Financial Officer
Type Security Shares Price Value
Other Class A Common Stock F1, F2, F3 3,349,050 -- --
Other Class A Common Stock F1, F2 3,349,050 -- --
Holdings After Transaction: Class A Common Stock — 535,665 shares (Direct); Class A Common Stock — 3,749,050 shares (Indirect, By Self as Trustee of the Living Trust of James Edward Steiner dated July 7, 2016)
Footnotes (3)
  1. F1. The reported transaction represents a transfer of shares, for no consideration, from the Reporting Person's individual name into a revocable trust of which the Reporting Person is the sole grantor, the sole trustee and the sole current beneficiary. The transfer effected only a change in the form of the Reporting Person's beneficial ownership and did not change his pecuniary interest in the shares. The Reporting Person's total beneficial ownership of Class A Common Stock was unchanged at 4,284,715 shares immediately before and immediately after the transfer.
  2. F2. The shares were transferred for no consideration. Accordingly, no price per share is reported.
  3. F3. Consists of 535,665 shares of Class A Common Stock underlying an award of time-based restricted stock units, as amended, which remain held directly by the Reporting Person. The restricted stock units vest as to 178,555 shares on September 30, 2026 and as to the remaining 357,110 shares in eight quarterly installments of 44,638 or 44,639 shares each on the last day of each calendar quarter thereafter through September 30, 2028, in each case subject to the continuous service of the Reporting Person through the applicable vesting date.
Shares transferred 3,349,050 shares Class A Common Stock moved on September 14, 2026 from direct ownership to a revocable trust
Total beneficial ownership 4,284,715 shares Class A Common Stock beneficially owned immediately before and after the transfer
Direct holdings after transaction 535,665 shares Class A Common Stock underlying time-based restricted stock units held directly after the transfer
Indirect trust holdings after transaction 3,749,050 shares Class A Common Stock held indirectly through the revocable trust after the transfer
Initial RSU vesting tranche 178,555 shares Restricted stock units scheduled to vest on September 30, 2026, subject to continuous service
Remaining RSU vesting 357,110 shares Restricted stock units vesting in eight quarterly installments through September 30, 2028
Quarterly RSU installment size 44,638–44,639 shares Size of each of the eight quarterly vesting installments for the remaining RSUs
revocable trust financial
"transfer of shares, for no consideration, from the Reporting Person's individual name into a revocable trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
beneficial ownership financial
"The transfer effected only a change in the form of the Reporting Person's beneficial ownership"
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
"did not change his pecuniary interest in the shares"
restricted stock units financial
"Consists of 535,665 shares of Class A Common Stock underlying an award of time-based restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
continuous service financial
"in each case subject to the continuous service of the Reporting Person through the applicable vesting date"

FAQ

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

What did NP’s CFO James Steiner report in this Form 4?

He reported transferring 3,349,050 shares of Neptune Insurance Holdings Inc. Class A Common Stock on September 14, 2026 from direct ownership into his revocable trust, for no consideration, with his total beneficial ownership unchanged at 4,284,715 shares.

Did James Steiner’s total ownership in NP shares change in this filing?

No. The filing states his total beneficial ownership of 4,284,715 Class A shares was the same immediately before and after the September 14, 2026 transfer; only the form of ownership, from individual name to a revocable trust, changed.

Was there any price or proceeds involved in the NP share transfer?

No. The filing states the shares were transferred for no consideration, so no price per share is reported and no cash proceeds were involved in moving the shares into the revocable trust.

How are James Steiner’s NP shares held after the restructuring?

After the restructuring, 535,665 shares are held directly as Class A Common Stock underlying restricted stock units, and 3,749,050 shares are held indirectly through a revocable trust for which he is sole grantor, trustee, and current beneficiary.

What are the vesting terms of James Steiner’s NP restricted stock units?

The 535,665 restricted stock units vest as to 178,555 shares on September 30, 2026 and as to the remaining 357,110 shares in eight quarterly installments of 44,638 or 44,639 shares each through September 30, 2028, subject to his continuous service.

Was the NP share transfer by James Steiner under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the event as a transfer for no consideration changing only the form of beneficial ownership, with no reference to a trading plan.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Steiner James

(Last)(First)(Middle)
C/O NEPTUNE FLOOD INCORPORATED
400 6TH ST S STE 2

(Street)
SAINT PETERSBURG FLORIDA 33701

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/14/2026J(1)3,349,050D(2)535,665(3)D
Class A Common Stock09/14/2026J(1)3,349,050A(2)3,749,050IBy Self as Trustee of the Living Trust of James Edward Steiner dated July 7, 2016
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reported transaction represents a transfer of shares, for no consideration, from the Reporting Person's individual name into a revocable trust of which the Reporting Person is the sole grantor, the sole trustee and the sole current beneficiary. The transfer effected only a change in the form of the Reporting Person's beneficial ownership and did not change his pecuniary interest in the shares. The Reporting Person's total beneficial ownership of Class A Common Stock was unchanged at 4,284,715 shares immediately before and immediately after the transfer.
2. The shares were transferred for no consideration. Accordingly, no price per share is reported.
3. Consists of 535,665 shares of Class A Common Stock underlying an award of time-based restricted stock units, as amended, which remain held directly by the Reporting Person. The restricted stock units vest as to 178,555 shares on September 30, 2026 and as to the remaining 357,110 shares in eight quarterly installments of 44,638 or 44,639 shares each on the last day of each calendar quarter thereafter through September 30, 2028, in each case subject to the continuous service of the Reporting Person through the applicable vesting date.
Remarks:
James Steiner09/16/2026
** Signature of Reporting PersonDate
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)

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