Neptune Insurance Holdings Inc.

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2026, on:

•an actual basis; and

•an as adjusted basis to give effect to (i) the sale of shares of our Class A common stock by the selling

stockholders in this offering, and (ii) the Share Repurchase.

The selling stockholders are selling all of the shares of Class A common stock to be sold in this offering. We

will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders,

including any proceeds from the sale of shares of Class A common stock that such selling stockholders may sell

pursuant to the underwriters’ option to purchase additional Class A common stock.

The selling stockholders have agreed to reimburse us for certain of our expenses relating to this offering, in

excess of $75,000.

You should read this information together with the section titled “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes

thereto in our Annual Report, and our unaudited interim consolidated financial statements and related notes thereto

in our Q1 Quarterly Report, each incorporated by reference herein.

(1)As adjusted cash and cash equivalents, does not reflect reimbursement by the selling stockholders of any portion of the$148,212 in

expenses related to this offering that we incurred and paid prior to March 31, 2026, or any other expenses relating to this offering incurred

and paid, or expected to be incurred and paid, by us after March 31, 2026, or the reimbursement of any portion thereof by the selling

stockholders.

(2)As adjusted debt, does not reflect ourpayment of $5,000,000 of our outstanding revolving loan balance after March 31, 2026, using cash

generated from our operations.

The number of shares of our Class A common stock and Class B common stock to be outstanding after this

offering and the Share Repurchase is based on 138,303,326 shares of our common stock outstanding on March 31,

2026, consisting of 94,868,326 shares of our Class A common stock and 43,435,000 shares of our Class B common

stock, and excludes:

•8,588,904 shares of our Class A common stock issuable upon the exercise of outstanding vested stock

options granted under our Amended and Restated 2025 Stock Plan, with a weighted average exercise price

of$5.80 per share;

•4,177,488 shares of our Class A common stock issuable upon settlement of certain restricted stock units

granted under our 2025 Equity Incentive Plan;

•1,945,845 shares of our Class A common stock reserved for future issuance under our 2025 Equity

Incentive Plan; and

•1,484,444 shares of Class A common stock reserved for future issuance under our 2025 Employee Stock

Purchase Plan.