Neptune Insurance Holdings Inc.

10/02/2026 | Press release | Distributed by Public on 10/02/2026 14:51

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Burgess Trevor R
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)
Chief Executive Officer
(Last) (First) (Middle)
C/O NEPTUNE INSURANCE HOLDINGS INC., 400 6TH ST S STE 2
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026
(Street)
SAINT PETERSBURG, FL 33701
4. If Amendment, Date 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
(City) (State) (Zip)
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
Class A Common Stock 09/30/2026 F 254,836(1) D $27.35 1,828,128(2) D
Class A Common Stock 09/30/2026 A 480,544(3) A $ 0 2,308,672(2)(4) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burgess Trevor R
C/O NEPTUNE INSURANCE HOLDINGS INC.
400 6TH ST S STE 2
SAINT PETERSBURG, FL 33701
X X Chief Executive Officer

Signatures

/s/ James Steiner, as Attorney-in-Fact 10/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of Class A Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of restricted stock units on September 30, 2026. No shares were sold by the Reporting Person. The price reported in Column 4 is the closing price of the Class A Common Stock on the New York Stock Exchange on September 30, 2026.
(2) Includes 1,321,976 shares of Class A Common Stock underlying an award of time-based restricted stock units, as amended, which remain held directly by the Reporting Person. The restricted stock units vested as to 660,988 shares on September 30, 2026 and vest as to the remaining 1,321,976 shares in eight quarterly installments of 165,247 shares each on the last day of each calendar quarter thereafter through September 30, 2028, in each case subject to the continuous service of the Reporting Person through the applicable vesting date. Each share of Class A Common Stock received upon the settlement of these restricted stock units may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock.
(3) Represents shares of Class A Common Stock underlying an award of time-based restricted stock units granted on September 30, 2026. The restricted stock units vest in four quarterly installments of 120,136 shares each on the last day of each calendar quarter from December 31, 2028 through September 30, 2029, in each case subject to the continuous service of the Reporting Person through the applicable vesting date.
(4) Includes 480,544 shares of Class A Common Stock underlying the award of time-based restricted stock units reported on this Form 4.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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