Neptune Insurance Holdings Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

From July 1, 2025 through September 30, 2025 (the date of the filing of our registration statement on Form S-8, File No. 333-290613), we issued and sold to our employees an aggregate of 2,835,000 unregistered shares of Class A common stock upon the exercise of outstanding stock options under our Amended and Restated 2019 Stock Plan, as amended and restated as of April 10, 2025 (the “Pre-IPO Plan”). These shares were issued pursuant to benefit plans and contracts related to compensation in reliance upon the exemption from registration requirements of Rule 701 of the Securities Act.

From July 1, 2025 through September 30, 2025 (the date of the filing of our registration statement on Form S-8, File No. 333-290613), we granted to our employees stock options to purchase an aggregate of 301,500 shares of our Class A common stock under our Pre-IPO Plan. These stock options were granted pursuant to benefit plans and contracts related to compensation in reliance upon the exemption from registration requirements of Rule 701 of the Securities Act. 100,500 of these stock options terminated upon the consummation of the IPO in accordance with their terms. The remaining 201,000 stock options vested and became exercisable in full upon the consummation of the IPO and have a weighted average exercise price of $18.601 per share.

Use of Proceeds from Registered Securities

On September 30, 2025, our registration statement on Form S-1 (File No 333-289995) relating to our IPO was declared effective by the SEC.

Selling stockholders sold an aggregate of 21,184,210 shares of Class A common stock in the IPO, including 2,763,157 shares of Class A common stock in connection with the full exercise of the underwriters’ over-allotment option to purchase additional shares of Class A common stock, at the public offering price of $20.00 per share. We did not receive any proceeds from the sale of our Class A common stock by the selling stockholders in the IPO (including any proceeds from the sale of our Class A common stock that such selling stockholders sold pursuant to the underwriters’ over-allotment option to purchase additional shares of our Class A common stock). The selling stockholders received all of the proceeds from the sale of shares of our Class A common stock by such selling stockholders.

The selling stockholders agreed to reimburse us for certain of our expenses relating to the IPO, up to an aggregate amount not to exceed 2% of the gross proceeds of the IPO received by the selling stockholders. The underwriters agreed to reimburse certain of our expenses in connection with the IPO. Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, and BofA Securities, Inc. acted as representatives of the underwriters for the IPO. None of the expenses associated with our IPO were paid, directly or indirectly, to any of our directors or officers, any persons owning 10% or more of any class of equity securities, or to any of our affiliates.