NP insider filing details Class A/B exchanges and RSU grant

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.

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^*

Burgess Trevor R

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman of the Board

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)		25,039,000	D	(1)	0	I	Held by Burgess Family SLAT, u/a/d March 26, 2025(2)
Class A Common Stock	10/02/2025		J(1)		25,039,000	A	(1)	25,039,000	I	Held by Burgess Family SLAT, u/a/d March 26, 2025(2)
Class A Common Stock	10/02/2025		J(3)		25,039,000	D	(3)	0	I	Held by Burgess Family SLAT, u/a/d March 26, 2025(2)
Common Stock	10/02/2025		J(1)		17,885,000	D	(1)	0	I	Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025(4)
Class A Common Stock	10/02/2025		J(1)		17,885,000	A	(1)	17,885,000	I	Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025(4)
Class A Common Stock	10/02/2025		J(3)		17,885,000	D	(3)	0	I	Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025(4)
Common Stock	10/02/2025		J(1)		511,000	D	(1)	0	I	Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024(2)
Class A Common Stock	10/02/2025		J(1)		511,000	A	(1)	511,000	I	Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024(2)
Class A Common Stock	10/02/2025		J(3)		511,000	D	(3)	0	I	Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024(2)
Class A Common Stock	10/02/2025		A		1,982,964(5)	A	$0	1,982,964	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
Class B Common Stock	(6)	10/02/2025		J(3)		25,039,000		(6)	(6)	Class A Common Stock	25,039,000	(6)	25,039,000	I	Held by Burgess Family SLAT, u/a/d March 26, 2025(2)
Class B Common Stock	(6)	10/02/2025		J(3)		17,885,000		(6)	(6)	Class A Common Stock	17,885,000	(6)	17,885,000	I	Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025(4)
Class B Common Stock	(6)	10/02/2025		J(3)		511,000		(6)	(6)	Class A Common Stock	511,000	(6)	511,000	I	Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024(2)
Stock Option (right to buy)	$5.495	10/02/2025		J(1)			5,880,000	(7)	11/09/2033	Common Stock(1)	5,880,000	$0	0	D
Stock Option (right to buy)	$5.495	10/02/2025		J(1)		5,880,000		(7)	11/09/2033	Class A Common Stock(1)(7)	5,880,000	$0	5,880,000	D
Stock Option (right to buy)	$5.495	10/02/2025		J(1)			280,000	(7)	03/08/2035	Common Stock(1)	280,000	$0	0	D
Stock Option (right to buy)	$5.495	10/02/2025		J(1)		280,000		(7)	03/08/2035	Class A Common Stock(1)(7)	280,000	$0	280,000	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. The Reporting Person is the trustee of the trust.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

	/s/ James Steiner, by power of attorney	10/03/2025
	** Signature of Reporting Person	Date
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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 were the large share blocks moved through trusts for NP?

Indirect holdings included 25,039,000 and 17,885,000 shares processed via trust accounts in connection with reclassification and exchanges.

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.