NP insider updates: 1,951,853 Class A owned; 95,500 options

Rhea-AI Filing Summary

Neptune Insurance Holdings (NP) insider James Steiner reported Form 4 activity tied to the company’s IPO-related restructuring. On 10/02/2025, 1,160,000 shares of Common Stock were automatically reclassified into 1,160,000 shares of Class A Common Stock on a one-for-one basis. He also received 791,853 RSUs, which vest in equal annual installments over three years beginning on September 30, 2026.

Following these transactions, he directly beneficially owned 1,951,853 Class A shares. A stock option covering 95,500 Class A shares at an exercise price of $19 fully vested upon the IPO closing and expires on September 18, 2035.

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

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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^*

Duffy Matthew Paul

(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)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	President & Chief Risk Officer		Positions held at subsidiary

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)		1,160,000	D	(1)	0	D
Class A Common Stock	10/02/2025		J(1)		1,160,000	A	(1)	1,160,000	D
Class A Common Stock	10/02/2025		A		791,853(2)	A	$0	1,951,853	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
Stock Option (right to buy)	$19	10/02/2025		J(1)			95,500	(3)	09/18/2035	Common Stock(1)	95,500	$0	0	D
Stock Option (right to buy)	$19	10/02/2025		J(1)		95,500		(3)	09/18/2035	Class A Common Stock(1)	95,500	$0	95,500	D

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 ("IPO").

2. 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.

3. The stock option fully vested upon the closing of (and became exercisable in connection with) the IPO.

	/s/ James Steiner, by power of attorney	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).
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.

FAQ

What did NP disclose in this Form 4?

An officer reported a one-for-one reclassification of 1,160,000 shares into Class A Common Stock, a grant of 791,853 RSUs, and updated ownership.

How many NP shares does the insider beneficially own after the transactions?

He directly beneficially owned 1,951,853 Class A shares after the reported transactions.

What is the vesting schedule for the 791,853 RSUs at NP?

The 791,853 RSUs vest in equal annual installments over three years, beginning on September 30, 2026, subject to continuous service.

What are the details of the NP stock option reported?

A stock option for 95,500 Class A shares at an exercise price of $19, fully vested upon the IPO closing, expiring on September 18, 2035.

What does the share reclassification mean for NP?

Per the certificate of incorporation, Common Stock was automatically reclassified one-for-one into Class A Common Stock immediately prior to the IPO closing.

Who filed the NP Form 4 and what is their role?

It was filed for James Steiner, President & Chief Risk Officer and an officer with positions at a subsidiary.