Neptune Insurance Holdings Inc. received a Schedule 13G from investment entities affiliated with Bregal Sagemount disclosing significant beneficial ownership. BSIV Hold 101, LP and related reporting persons reported beneficial ownership of 19,530,472 shares of Class A common stock, representing 20.65% of the class, based on 94,600,000 shares outstanding as of October 2, 2025, as cited from the issuer’s prospectus.
The filing shows shared voting power: 19,530,472 and shared dispositive power: 19,530,472 for each reporting person, with no sole voting or dispositive power. The reporting persons are BSIV Hold 101, LP; BSIV Hold 101 GP, LLC; Bregal Sagemount IV General Partner Jersey Limited; Bregal Sagemount Management LP; and Gene Yoon. The securities are Class A Common Stock (CUSIP 64073B103). The ownership chain is detailed through affiliated general partner and advisory entities, and the filing does not concede ultimate beneficial ownership beyond what may be deemed under the rules.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Neptune Insurance Holdings Inc.
(Name of Issuer)
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
64073B103
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
64073B103
1
Names of Reporting Persons
BSIV Hold 101, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
19,530,472.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,530,472.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,530,472.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.65 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported percentage is calculated based upon 94,600,000 shares of Class A common stock ("Common Stock") outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus ("Prospectus") filed with the Securities & Exchange Commission ("SEC") pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"), on October 1, 2025.
SCHEDULE 13G
CUSIP No.
64073B103
1
Names of Reporting Persons
BSIV Hold 101 GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
19,530,472.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,530,472.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,530,472.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.65 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The reported percentage is calculated based upon 94,600,000 shares of Common Stock outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 1, 2025.
SCHEDULE 13G
CUSIP No.
64073B103
1
Names of Reporting Persons
Bregal Sagemount IV General Partner Jersey Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
19,530,472.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,530,472.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,530,472.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.65 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The reported percentage is calculated based upon 94,600,000 shares of Common Stock outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 1, 2025.
SCHEDULE 13G
CUSIP No.
64073B103
1
Names of Reporting Persons
Bregal Sagemount Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
19,530,472.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,530,472.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,530,472.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.65 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported percentage is calculated based upon 94,600,000 shares of Common Stock outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 1, 2025.
SCHEDULE 13G
CUSIP No.
64073B103
1
Names of Reporting Persons
Gene Yoon
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
19,530,472.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,530,472.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,530,472.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.65 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The reported percentage is calculated based upon 94,600,000 shares of Common Stock outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 1, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Neptune Insurance Holdings Inc.
(b)
Address of issuer's principal executive offices:
400 6th Street S, Suite 2, St. Petersburg, Florida 33701
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and individuals listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) BSIV Hold 101, LP ("BSIV 101")
(ii) BSIV Hold 101 GP, LLC ("BSIV 101 GP")
(iii) Bregal Sagemount IV General Partner Jersey Limited ("Bregal GP")
(iv) Bregal Sagemount Management LP ("Bregal LP")
(v) Gene Yoon
(b)
Address or principal business office or, if none, residence:
The principal business address of BSIV 101, BSIV 101 GP, Bregal LP and Gene Yoon is 200 Park Avenue, 45th Floor, New York, NY 10166.
The principal business address of Bregal GP is Second Floor, Windward House, La Route de la Liberation, St. Helier, Jersey, Y9, JE2 3BQ, Channel Islands.
(c)
Citizenship:
See responses to row 4 on each cover page.
(d)
Title of class of securities:
Class A Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
64073B103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to row 9 on each cover page.
The reported securities are directly held by BSIV 101. BSIV 101 is managed by BSIV 101 GP, its general partner, which is managed by Bregal GP, its sole member, which is managed by a board of directors and is ultimately 100% owned by Gene Yoon. Bregal LP, which is majority owned by Gene Yoon, is the investment advisor to BSIV 101. Gene Yoon, as managing director of Bregal LP, may be deemed to have voting and dispostive power with respect to the Common Stock directly held by BSIV 101. The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the securities covered by this statement.
(b)
Percent of class:
See responses to row 11 on each cover page.
The reported securities represent 20.65% of the outstanding Common Stock. Such calculation is based upon 94,600,000 shares of Common Stock outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 1, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BSIV Hold 101, LP
Signature:
/s/ Colin James Dow - /s/ Paul Andrew Bradshaw
Name/Title:
Colin James Dow / Director - Paul Andrew Bradshaw / Director
Date:
11/07/2025
BSIV Hold 101 GP, LLC
Signature:
/s/ Colin James Dow - /s/ Paul Andrew Bradshaw
Name/Title:
Colin James Dow / Director - Paul Andrew Bradshaw / Director
Date:
11/07/2025
Bregal Sagemount IV General Partner Jersey Limited
Signature:
/s/ Colin James Dow - /s/ Paul Andrew Bradshaw
Name/Title:
Colin James Dow / Director - Paul Andrew Bradshaw / Director
Date:
11/07/2025
Bregal Sagemount Management LP
Signature:
/s/ Gene Yoon
Name/Title:
Gene Yoon / Managing Partner
Date:
11/07/2025
Gene Yoon
Signature:
/s/ Gene Yoon
Name/Title:
Gene Yoon
Date:
11/07/2025
Comments accompanying signature:
Exhibit 99.1 Joint Filing Agreement, dated as of November 7, 2025.
BSIV Hold 101, LP, By: BSIV Hold 101 GP, LLC, its General Partner, By: Bregal Sagemount IV General Partner Jersey Limited, its Sole Member. BSIV Hold 101 GP, LLC, By: Bregal Sagemount IV General Partner Jersey Limited, its Sole Member.
What stake in NP did the Bregal Sagemount affiliates report on Schedule 13G?
They reported 19,530,472 Class A shares, representing 20.65% of the class based on 94,600,000 shares outstanding as of October 2, 2025.
Who are the reporting persons for Neptune Insurance (NP) in this filing?
The reporting persons are BSIV Hold 101, LP; BSIV Hold 101 GP, LLC; Bregal Sagemount IV General Partner Jersey Limited; Bregal Sagemount Management LP; and Gene Yoon.
What voting and dispositive powers were disclosed?
Each reporting person disclosed 0 sole voting and dispositive power, and 19,530,472 shares of shared voting and shared dispositive power.
What class and CUSIP were reported for Neptune Insurance (NP)?
The securities are Class A Common Stock, par value $0.00001 per share, CUSIP 64073B103.
What was the date of the event requiring the Schedule 13G for NP?
The Date of Event Which Requires Filing was September 30, 2025.
How was the ownership percentage calculated for NP?
The 20.65% was calculated using 94,600,000 shares outstanding as of October 2, 2025, as reported in the issuer’s prospectus.
What is Neptune Insurance’s principal executive office address?
The address is 400 6th Street S, Suite 2, St. Petersburg, Florida 33701.
