Neptune Insurance Holdings, Inc.

“2019 Stock Plan” means the stock plan adopted by Neptune Flood on April 23, 2019, and approved by the stockholders of Neptune Flood on April 24, 2019.

“2024 Credit Agreement” means that certain Credit Agreement, dated as of June 13, 2024, by and among Neptune Flood, the other loan parties party thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent.

“2025 Amended and Restated Credit Agreement” means the Amended and Restated Credit Agreement, dated as of April 10, 2025, by and among Neptune Holdings, Neptune Flood, the other loan parties party thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent.

“2025 Plan” means our 2025 Equity Incentive Plan.

“AGI” means artificial general intelligence, which refers to the hypothetical ability of an intelligent computer to understand or learn any intellectual task that a human being can. AGI is a theoretical stage in AI development that has likely not yet been achieved.

“AI” means artificial intelligence. As discussed herein, the term “AI” refers to the broad discipline concerned with developing systems capable of performing tasks that traditionally require human intelligence (including, but not limited to, natural language understanding, pattern recognition, complex problem-solving, and decision-making) while “machine learning” refers to a subset of AI that concentrates on enabling computers to learn from data and enhance their performance over time without explicit programming for each specific task. In other words, AI represents the overarching field dedicated to the development of intelligent systems, while machine learning constitutes one of the primary methodologies for realizing this objective. The Company’s Triton and Poseidon platforms each utilize “machine learning” models to conduct predictive analysis on prospective underwriting results and generate pricing and coverage determinations. As we continue to advance and refine our Triton and Poseidon systems, we intend to continue to leverage both AI and machine learning. See also “ML”.

“Amended and Restated 2019 Stock Plan” means the 2019 Stock Plan, as amended and restated on each of May 8, 2023, and November 10, 2023.

“API” means application programming interface.

“ASC” means accounting standard codification.

“Biggert-Waters Act” means the Biggert-Waters Flood Insurance Reform Act of 2012.

“Bonus Plan” means our Incentive Bonus Plan, which was adopted by our board of directors on , 2025.

“Bregal Sagemount” means Bregal Sagemount Management, L.P.

“BSIV” means BSIV Hold 102, LP.

“CAGR” means compound annual growth rate.

“capacity provider” means an insurance carrier or reinsurance company that partners with a managing general agent to underwrite, manage, and take insurance risk related to insurance policies.

“CCPA” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act.

“Charles River Data” means Charles River Data LLC.

“Class B Equity Exchange Agreement” means the equity exchange right agreement to be entered into between the Company and Trevor Burgess, our Chief Executive Officer and Chairman of our board of directors, which gives Mr. Burgess a right (but not an obligation) to require us to exchange any shares of Class A common stock received by Mr. Burgess upon the exercise, vesting, and/or settlement of certain equity awards held by Mr. Burgess for an equivalent number of shares of Class B common stock.

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“Class B Exchange Agreement” means the exchange agreement to be entered into among the Company, Mr. Burgess and entities affiliated with Mr. Burgess, pursuant to which, upon the Effective Time, all of the outstanding shares of our Class A common stock beneficially owned by Mr. Burgess as of the Effective Time will be exchanged for an equivalent number of newly issued shares of our Class B common stock.

“Class B Stock Exchange” means the exchange of all of the outstanding shares of Class A common stock beneficially owned by Mr. Burgess as of the Effective Time for an equivalent number of newly issued shares of our Class B common stock in accordance with the Class B Exchange Agreement.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Congress” means the United States Congress.

“DGCL” means the Delaware General Corporation Law.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“E&S” means excess and surplus.

“Effective Time” means the time of effectiveness of the filing of our amended and restated certificate of incorporation, to be in effect upon the consummation of this offering, with the Secretary of State of the State of Delaware.

“EGC” means an emerging growth company, as defined in the JOBS Act.

“ESPP” means our 2025 Employee Stock Purchase Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FASB” means the Financial Accounting Standards Board.

“FDIC” means the Federal Deposit Insurance Corporation.

“FDPA” means the Flood Disaster Protection Act of 1973.

“FEMA” means the Federal Emergency Management Agency.

“FINRA” means the Financial Industry Regulatory Authority.

“fiscal year” means the fiscal year ended December 31, and references throughout this prospectus to a given fiscal year are to the twelve months ended on that date.

“FTC” means the United States Federal Trade Commission.

“FTV Capital” means FTV Management Company, L.P. and/or its affiliates (including its investment vehicles).

“GAAP” means U.S. generally accepted accounting principles.

“GLBA” means the Gramm-Leach-Bliley Act.

“insurance carrier” means a company that issues, underwrites, manages, and takes economic risk related to insurance policies.

“insurance program” means a structured arrangement with one or more insurance carriers designed to offer specific types of insurance coverage.

“IRS” means the United States Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Jumpstart” means Jumpstart Insurance Solutions.

“KPI” means a key performance indicator.

“MGA” means a managing general agent.

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“ML” means machine learning, which is a subset of AI that concentrates on enabling computers to learn from data and enhance their performance over time without explicit programming for each specific task. Machine learning algorithms employ statistical models and computational techniques to analyze data, discern patterns, and generate predictions or decisions. The principal objective of machine learning is to construct systems that can autonomously improve through experience, thereby facilitating accurate predictions or decisions when presented with new data. The Company’s Triton and Poseidon platforms each utilize “machine learning” models to conduct predictive analysis on prospective underwriting results and generate pricing and coverage determinations. See also “AI”.

“NAIC” means the National Association of Insurance Commissioners.

“NFIP” means the National Flood Insurance Program.

“NYSE” means the New York Stock Exchange.

“policyholder” means the individual owner or named insured listed on an issued policy.

“Poseidon” means Neptune’s proprietary policy management platform.

“Pre-IPO 2025 Plan” means the Amended and Restated 2019 Stock Plan, as assumed by Neptune Holdings and amended and restated as of April 10, 2025.

“Pre-IPO Stockholders Agreement” means the amended and restated stockholders agreement, by and among Neptune Flood and certain of its stockholders party thereto, dated as of May 10, 2023, as amended.

“R&D” means research and development.

“reinsurance company” or “reinsurer” means a company that provides coverage to an insurance company through a reinsurance agreement. The reinsurer agrees to cover certain losses incurred by the insurer in exchange for reinsurance premiums, while the insurer continues to issue policies to policyholders.

“SEC” means the United States Securities and Exchange Commission.

“SFHA” means Special Flood Hazard Area, as designated by FEMA.

“TPAs” means third-party administrators.

“U.S. Treasury” means the United States Department of the Treasury.

“Triton” means Neptune’s proprietary underwriting engine.

“Voting Threshold Date” means the first date falling after 11:59 p.m. (Eastern Time) on the date on which the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our then-outstanding Class A common stock and Class B common stock entitled to vote generally in the election of directors.

“whole board of directors” means the total number of authorized directors on the board of directors of the Company, whether or not there exist any vacancies in previously authorized directorships.

“written loss ratio” means a ratio, expressed as a percentage, of, (i) for any given period of time, (1) the losses actually incurred (or expected to be incurred) for observed events during that period on all policies written during that period, to (2) the aggregate amount of premiums written on policies that became effective during that period or, (ii) for any given catastrophic event (1) the losses incurred (or expected to be incurred) in connection with that event, to (2) the aggregate amount of premiums written on policies in force as of the event date.

“written premium” means the total premium we placed with insurance programs during a reporting period, less “return premiums” refunded to policyholders due to cancellations, endorsement of policies, or otherwise.

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