NP insider filing details Class A/B exchanges and RSU grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Neptune Insurance Holdings (NP) CEO and Chairman Trevor R. Burgess, a director and 10% owner, reported equity movements on 10/02/2025 tied to the company’s IPO structure. Previously held Common Stock was reclassified one‑for‑one into Class A Common Stock, and certain Class A shares were exchanged one‑for‑one for Class B under an Exchange Agreement. Holdings were reported indirectly through trusts, including 25,039,000 and 17,885,000 share blocks moved via trust accounts, with Class B convertible into Class A on a one‑for‑one basis as described in the charter.
He also reported an award of 1,982,964 Class A RSUs, vesting in equal annual installments over three years beginning September 30, 2026. Stock options with a $5.495 exercise price cover 5,880,000 shares expiring 11/09/2033 and 280,000 shares expiring 03/08/2035. These entries reflect reclassification and exchange mechanics around the IPO and the reporting of incentive awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
17 transactions reported
Mixed
17 txns
Insider
Burgess Trevor R
Role
CEO & Chairman of the Board
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock | 25,039,000 | $0.00 | -- |
| Other | Class B Common Stock | 17,885,000 | $0.00 | -- |
| Other | Class B Common Stock | 511,000 | $0.00 | -- |
| Other | Stock Option (right to buy) | 5,880,000 | $0.00 | -- |
| Other | Stock Option (right to buy) | 5,880,000 | $0.00 | -- |
| Other | Stock Option (right to buy) | 280,000 | $0.00 | -- |
| Other | Stock Option (right to buy) | 280,000 | $0.00 | -- |
| Other | Common Stock | 25,039,000 | $0.00 | -- |
| Other | Class A Common Stock | 25,039,000 | $0.00 | -- |
| Other | Class A Common Stock | 25,039,000 | $0.00 | -- |
| Other | Common Stock | 17,885,000 | $0.00 | -- |
| Other | Class A Common Stock | 17,885,000 | $0.00 | -- |
| Other | Class A Common Stock | 17,885,000 | $0.00 | -- |
| Other | Common Stock | 511,000 | $0.00 | -- |
| Other | Class A Common Stock | 511,000 | $0.00 | -- |
| Other | Class A Common Stock | 511,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 1,982,964 | $0.00 | -- |
Holdings After Transaction:
Class B Common Stock — 25,039,000 shares (Indirect, Held by Burgess Family SLAT, u/a/d March 26, 2025);
Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Indirect, Held by Burgess Family SLAT, u/a/d March 26, 2025);
Class A Common Stock — 25,039,000 shares (Indirect, Held by Burgess Family SLAT, u/a/d March 26, 2025);
Class A Common Stock — 1,982,964 shares (Direct)
Footnotes (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"). The Reporting Person is the trustee of the trust. Shares of Class A Common Stock were exchanged with the Issuer for shares of Class B Common Stock on a one-for-one basis pursuant to the Exchange Agreement between the Reporting Person and the Issuer. Jonathan W. Meyer and David J. Rectenwald are Co-Trustees of the trust and may be replaced at the discretion of the Reporting Person. By virtue of his relationship with the trust, the Reporting Person is deemed to have an indirect beneficial interest in the shares held by the trust. The Reporting Person disclaims beneficial ownership of the shares held by the trust. 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. Each share of Class A Common Stock received upon the settlement of the RSU may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock. Each outstanding share of Class B Common Stock is convertible into one share of the Issuer's Class A common stock at any time, (i) at the option of the Reporting Person, (ii) automatically upon any transfer, whether or not for value (except for certain permitted transfers), or (iii) upon the occurrence of certain events or conditions, as described further in the Issuer's Second Amended and Restated Certificate of Incorporation. The stock option fully vested upon the closing of (and became exercisable in connection with) the IPO. Each share of Class A Common Stock received upon the exercise of the stock option may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock.
FAQ
What insider transactions did NP’s CEO report on 10/02/2025?
Reclassification of Common Stock to Class A on a one‑for‑one basis, exchanges of Class A for Class B on a one‑for‑one basis under an Exchange Agreement, and reporting of RSUs and options.
How many RSUs did NP’s CEO report and when do they vest?
He reported 1,982,964 Class A RSUs, vesting in equal annual installments over three years beginning September 30, 2026.
What stock options were disclosed by NP’s CEO?
Options with a $5.495 exercise price covering 5,880,000 shares expiring 11/09/2033 and 280,000 shares expiring 03/08/2035.
What are the conversion terms for NP’s Class B Common Stock?
Each Class B share is convertible into one Class A share at the holder’s option, automatically upon certain transfers, or upon specified events in the charter.
What triggered the one‑for‑one reclassification to Class A?
The filing states it occurred upon filing the Second Amended and Restated Certificate of Incorporation immediately prior to the IPO closing.