Neptune Insurance Holdings Inc.
For the period ended Jun 30, 2026. Filed Jul 27, 2026.
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Jun 30, 2026 · Filed Jul 27, 2026
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Item 5. Other Information
Insider Trading Arrangements
Except as set forth below, during the three and six months ended June 30, 2026, none of our directors or officers (as defined in Section 16 of the Exchange Act)adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K. On June 12, 2026, Matthew Duffy, our President and Chief Risk Officer, adopted a Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b51(c) under the Exchange Act. The plan provides for the sale of shares of our Class A common stock issuable upon vesting of certain restricted stock units held by Mr Duffy for up to 263,951 shares of our Class A common stock. The plan terminates on October 2, 2027.
The aggregate number of shares that will be available for sale under this 10b5-1 plan is not yet determinable because an unknown number of shares issuable upon settlement of such RSUs will be forfeited to the Company for purposes of satisfying the associated tax withholding obligation prior to any sale occurring under the terms of the plan. As such, for purposes of this disclosure, the number of shares referenced above reflects the aggregate maximum number of shares underlying Mr. Duffy’s RSUs without excluding the shares that will be forfeited to the Company to satisfy the tax withholding obligations.
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