Neptune Insurance Holdings Inc.

S-11 neptuneflood-sx1.htm S-1

As filed with the Securities and Exchange Commission on May 11, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NEPTUNE INSURANCE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

400 6 th Street S, Suite 2

(727) 202-4815

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Trevor Burgess

Chief Executive Officer

400 6 th Street S, Suite 2

(727) 202-4815

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities

Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the

Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a

further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the

Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may

determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until our

registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell

these securities and it is not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued , 2026

8,355,615 Shares

CLASS A COMMON STOCK

The selling stockholders identified in this prospectus are offering 8,355,615 shares of our Class A common stock. We will not be selling any shares in this

offering and will not receive any of the proceeds from the sale of our Class A common stock being sold by the selling stockholders.

We intend to purchase from the underwriters 835,561 shares of our Class A common stock at a price per share equal to the price per share to be paid by

the underwriters to the selling stockholders. The underwriters will not receive any compensation for the shares of our Class A common stock being repurchased

by us. The completion of the share repurchase is contingent on the satisfaction of customary closing conditions and conditioned upon the completion of this

offering.

Our Class A common stock is listed on the NYSE under the symbol “NP.” On May 8, 2026, the last reported sale price of our Class A common stock was

$29.92 per share. The public offering price will be determined between us, the selling stockholders, and the underwriters at the time of pricing and may be at a

discount to the current market price. Accordingly, the recent market price used throughout this prospectus may not be indicative of the public offering price.

Our Chief Executive Officer and Chairman of our board of directors, Trevor Burgess, beneficially owns approximately 84.0% of the voting power of our

outstanding voting securities (and approximately 84.1% of the voting power of our outstanding voting securities after giving effect to this offering and the

share 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 “controlled

company” within the meaning of the listing rules of the NYSE. As a result, we qualify for, and rely on, exemptions from certain corporate governance

requirements, 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 laws

and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth

Company.”

Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 35 of this prospectus.

PRICE $ A SHARE

(1)The 835,561 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 the

price 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 the

835,561 shares 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 1,253,342 shares of Class A common stock

from the selling 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 Class A common stock against payment in New York, New York on or about ,

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