Neptune Insurance Holdings Inc.
For the period ended Sep 30, 2026. Filed Oct 22, 2026.
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Sep 30, 2026 · Filed Oct 22, 2026
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Item 5. Other Information
Insider Trading Arrangements
Except as set forth below, during the three months ended September 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 July 31, 2026, Trevor Burgess, our Chief Executive Officer and Chairman of the Board, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale of up to 406,152 shares of our Class A common stock issued to Mr. Burgess upon the September 30, 2026, vesting of certain restricted stock units held by Mr. Burgess, net of shares withheld to satisfy tax withholding obligations. The plan terminates on December 31, 2026. On September 13, 2026, Mr. Burgess adopted a second Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan, which will become effective only upon the scheduled termination of the trading plan adopted by Mr. Burgess on July 31, 2026, provides for the sale of up to 165,247 shares of our Class A common stock that are issuable upon the December 31, 2026, vesting of certain restricted stock units held by Mr. Burgess. The plan terminates on March 31, 2027.
The number of shares that will be available for sale under the September 13, 2026, plan is not yet determinable because shares issuable upon the December 31, 2026, vesting will be withheld by the Company to satisfy the associated tax withholding obligations before any sale under the plan. As such, the number of shares referenced above for that plan reflects the 165,247 RSU shares vesting on December 31, 2026, without excluding the shares that will be withheld.
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