Class A Common Stock, par value $0.00001 per share
- Symbol
- NP
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 5.02, 7.01, 9.01 · 8-K
Neptune Insurance Holdings Inc.
NPNYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 30, 2026, the Board of Directors (the “Board”) of Neptune Insurance Holdings Inc.…
Company context
Neptune is a leading, high-growth, highly profitable, data-driven managing general agent that is revolutionizing the way homeowners and businesses protect against the growing risks of flooding. We offer a range of easy-to-purchase residential and commercial insurance products — including primary flood insurance, excess flood insurance, and parametric earthquake insurance — distributed through a nationwide network of agencies. Neptune does not take any balance sheet insurance risk or have claims handling responsibility relating to the policies we sell. We underwrite and administer the issuance of insurance policies on behalf of a diverse panel of insurance and reinsurance companies, whom we refer to as capacity providers, that manage both this risk and the associated claims handling. From day one, we have built our business on a foundation of advanced data science and AI, leveraging proprietary ML algorithms, which has led to superior underwriting results, outsized growth, recurring revenue, and robust margins, including delivering a lifetime written loss ratio of just 24.7% to our capacity providers from our inception through June 30, 2025. In addition, for the year ended December 31, 2024, we achieved 40.6% organic revenue growth, 29.0% net income margin, and 60.4% Adjusted EBITDA margin and for the six months ended June 30, 2025, we achieved 32.3% organic revenue growth, 30.2% net income margin and 59.3% Adjusted EBITDA margin.
Current securities
Registered securities in this filing
NEPTUNE INSURANCE HOLDINGS INC. · 8-K · Filed 2026-10-01
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2026, the Board of Directors (the “Board”) of Neptune Insurance Holdings Inc. (the “Company”), acting by unanimous written consent, increased the size of the Board from six (6) to seven (7) directors and elected David Noble to fill the resulting vacancy, effective immediately. Mr. Noble will serve as a Class I director, with a term expiring at the Company’s 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, disqualification or removal.
The Board has determined that Mr. Noble qualifies as an independent director under the applicable rules of the U.S. Securities and Exchange Commission and the New York Stock Exchange. The Board has not yet determined the committees of the Board, if any, to which Mr. Noble will be appointed.
In connection with Mr. Noble’s appointment as a non-employee member of the Board, and as compensation for his service on the Board, Mr. Noble will receive a grant of restricted stock units pursuant to the Company’s 2025 Equity Incentive Plan covering 28,704 shares of the Company’s Class A common stock (the “RSU Award”). The RSU Award will vest over three years, with one third of the RSU Award vesting on September 30, 2027 (the “Initial Vesting Date”) and the remaining two thirds vesting on a quarterly basis thereafter in equal installments on each three-month anniversary of the Initial Vesting Date, subject to Mr. Noble’s continuous service through each vesting date. Mr. Noble has also entered into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Mr. Noble and any other person pursuant to which he was selected as a director of the Company. There are no family relationships between Mr. Noble and any director or executive officer of the Company, and Mr. Noble has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 30, 2026, the Company issued a press release announcing the election of Mr. Noble to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.