Neptune Insurance Holdings Inc-A美股招股说明书(2026-05-14版)

9,841,395 Shares The selling stockholders identified in this prospectus are offering 9,841,395 shares of our ClassA common stock. We will not be selling any shares in thisoffering and will not receive any of the proceeds from the sale of our ClassA common stock being sold by the selling stockholders. We intend to purchase from the underwriters 984,140 shares of our Class A common stock at a price per share equal to the price per share to be paid bythe underwriters to the selling stockholders. The underwriters will not receive any compensation for the shares of our Class A common stock being repurchasedby us. The completion of the share repurchase is contingent on the satisfaction of customary closing conditions and conditioned upon the completion of thisoffering. Our Class A common stock is listed on the NYSE under the symbol “NP.” On May 13, 2026, the last reported sale price of our Class A common stockwas $27.94 per share.The public offering price is $27.50 per share. Our Chief Executive Officer and Chairman of our board of directors, Trevor Burgess, beneficially owns approximately 84.0% of the voting power of ouroutstanding voting securities (and approximately 84.1% of the voting power of our outstanding voting securities after giving effect to this offering and theshare repurchase) and we are, and as long as Mr. Burgess beneficially owns more than 50% of the voting power of our company, we will be, a “controlledcompany” within the meaning of the listing rules of the NYSE. As a result, we qualify for, and rely on, exemptions from certain corporate governancerequirements, and you will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements. See“Prospectus Summary — Implications of Being a Controlled Company.” We are an “emerging growth company” as defined under the federal securities lawsand, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging GrowthCompany.” Investing in our ClassA common stock involves risks that are described in the “Risk Factors” section beginning on page35of this prospectus. PRICE $27.50 A SHARE (1)The984,140 shares of Class A common stock that we expect to purchase from the underwriters in the share repurchase will be purchased at a price per share equal to theprice per share to be paid by the underwriters to the selling stockholders.(2)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. The underwriters will not receive any discount or commission on the984,140shares of our Class A common stock that we expect to repurchase from the underwriters in the share repurchase. The selling stockholders have granted the underwriters the right to purchase up to an additional 1,476,209 shares of ClassA common stock from theselling stockholders.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of ClassA common stock against payment in NewYork, NewYork on or aboutMay 15 2026. May 13, 2026 Table of Contents TABLE OF CONTENTS PageMarket and Industry Data.................................................................................................................................1Select Defined Terms........................................................................................................................................2Prospectus Summary.........................................................................................................................................5Risk Factors......................................................................................................................................................35Special NoteRegarding Forward-Looking Statements....................................................................................40Use of Proceeds.................................................................................................................................................42Dividend Policy................................................................................................................................................43Capitalization....................................................................................................................................................44Certain Relationships and Related Party Transactions.....................................................................................46Principal and Selling Stockholders...................................................................................................................49Description of Capital Stock....................................................................................