[Form 4] Neptune Insurance Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Neptune Insurance Holdings (NP) reported insider activity by a director involving a share reclassification and an equity grant. On 10/02/2025, 4,599,000 shares of Common Stock held indirectly by the JWC Irrevocable Trust and 511,000 shares held indirectly by the Carlon Family Trust were automatically reclassified into Class A Common Stock on a one-for-one basis under Rule 16b-7, tied to the company’s IPO charter filing. In addition, 575,000 directly held shares were reclassified to Class A. The director also received an award covering 73,500 Class A shares via RSUs at $0, bringing directly owned shares to 648,500. The RSUs vest in equal annual installments over three years beginning on September 30, 2026.

Insights

Equity compensation analyst

Administrative reclassification plus a modest RSU award; neutral impact.

The filing records a Rule 16b-7 one-for-one reclassification of Common Stock into Class A Common Stock across direct and trust-held positions, aligned with the IPO-related charter update. This is a non-economic conversion that preserves ownership while aligning share classes.

The grant covers 73,500 Class A shares via RSUs at $0, with direct holdings listed at 648,500 post-transaction. Vesting occurs in equal annual tranches over three years starting September 30, 2026, contingent on continued service. Actual dilution effects, if any, depend on settlement mechanics disclosed in broader equity plan documents.

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^*

Carlon Jonathan Winant

(Last) (First) (Middle)

C/O NEPTUNE INSURANCE HOLDINGS INC.

400 6TH STREET S, SUITE 2

(Street)

ST. PETERSBURG FL 33701

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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

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

X	Form filed by One Reporting Person
	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
Common Stock	10/02/2025		J(1)		4,599,000	D	(1)	0	I	Held by the JWC Irrevocable Trust(2)
Class A Common Stock	10/02/2025		J(1)		4,599,000	A	(1)	4,599,000	I	Held by the JWC Irrevocable Trust(2)
Common Stock	10/02/2025		J(1)		511,000	D	(1)	0	I	Held by the Carlon Family Trust, dated May 7, 2024(3)
Class A Common Stock	10/02/2025		J(1)		511,000	A	(1)	511,000	I	Held by the Carlon Family Trust, dated May 7, 2024(3)
Common Stock	10/02/2025		J(1)		575,000	D	(1)	0	D
Class A Common Stock	10/02/2025		J(1)		575,000	A	(1)	575,000	D
Classs A Common Stock	10/02/2025		A		73,500(4)	A	$0	648,500	D

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

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, shares of Common Stock were automatically reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Second Amended and Restated Certificate of Incorporation of the Issuer immediately prior to the closing of the Issuer's initial public offering.

2. The Reporting Person and Steve Wynne are the trustees of the trust.

3. The Reporting Person and Alexis Carlon are the trustees of the trust.

4. Represents shares of Class A Common Stock underlying an award of time-based restricted stock units ("RSUs"). The RSUs will vest in equal annual installments over three years, beginning on September 30, 2026, subject to the continuous service of the Reporting Person through each vesting date.

	/s/ James Steiner, by power of attorney	10/03/2025
	** Signature of Reporting Person	Date
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