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.

“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 Equity Incentive Plan” means our 2025 Equity Incentive Plan, which was adopted by our board of

directors on September 19, 2025, and approved by our stockholders on September 21, 2025, and which became

effective on September 29, 2025.

“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 bylaws” means our second amended and restated bylaws, effective as of October 2,

“amended and restated certificate of incorporation” means our second amended and restated certificate of

incorporation, filed with the Secretary of State of the State of Delaware on October 2, 2025, and effective as of

October 2, 2025.

“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.

“Amended and Restated 2025 Stock Plan” means the Amended and Restated 2019 Stock Plan, as assumed by

Neptune Holdings and amended and restated as of April 10, 2025.

“Annual Report” means our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed

with the SEC on February 26, 2026.

“API” means application programming interface.

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

“BSIV 101” means BSIV Hold 101, LP.

“BSIV 102” 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.

“Charles River Data” means Charles River Data LLC.

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

“Congress” means the United States Congress.

“DGCL” means the Delaware General Corporation Law.

“Effective Time” means the time of effectiveness of the filing of our amended and restated certificate of

incorporation with the Secretary of State of the State of Delaware in connection with the IPO.

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

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

“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.

“FTV VII” means FTV VII, L.P.

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

“FTV-NE Aggregator”means FTV-NE Aggregator, LLC.

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

“Growth VII-Centre” means Growth VII-Centre, L.P.

“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.

“IPO” means the initial public offering of our Class A common stock, which the Company completed on

October 2, 2025.

“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.

“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.

“Proxy Statement” means our definitive proxy statement on Schedule 14A filed with the SEC on April 17,

“Q1 Quarterly Report” means our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed

with the SEC on April 29, 2026.

“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.

“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.