Neptune Insurance Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

Commission File Number 001-42878

Neptune Insurance Holdings Inc.

(Exact name of Registrant as specified in its Charter)

Registrant’s telephone number, including area code: (727)202-4815

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

The registrant was not a public company as of June 30, 2025, the last business day of its most recently completed second fiscal quarter and, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. The registrant’s Class A common stock began trading on the New York Stock Exchange on October 1, 2025.

As of February 24, 2026, the registrant had outstanding 94,718,530 shares of Class A common stock and 43,435,000 shares of Class B common stock, each with a par value of $0.00001.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2025, are incorporated by reference in Part III of this Annual Report on Form 10-K.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form-10-K (this “Annual Report”) contains forward-looking statements. All statements contained in this Annual Report other than statements of historical fact, including statements regarding our future results of operations, financial position, market size and opportunity, our business strategy and plans, the factors affecting our performance and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Annual Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements contained in this Annual Report include, but are not limited to, statements about:

•our ability to protect and enforce our intellectual property;

•our ability to effectively manage and sustain our rapid growth, which may place significant demands on our resources, systems, and personnel;

•adverse NFIP developments that create challenges for private insurers;

•the impact of slower housing market activity, especially in areas needing flood coverage, due to various general economic and other factors;

•our ability to attract and retain talent, including highly skilled engineers, data scientists, and other technical professionals;

•our reliance on third parties for critical functions such as processing policyholder payments and mailing policy documents and notices;

•the highly competitive industry in which we operate;

•our reliance on the accuracy and performance of our AI-powered Triton platform for underwriting and data modeling;

•developments and projections relating to advancements in AI, our competitors, and our industry;

•our ability to successfully launch additional products or expand our product offerings, including into new domestic and international markets;

•our ability to apply technology effectively in driving value for our policyholders through technology-based solutions;

•the impact of current and future laws and regulations, especially those related to insurance regulations;

•potential cybersecurity risks with respect to our or our vendors’ information processing systems;

•the development of a market for our common stock; and

•other risks and uncertainties, including those listed under the caption “Risk Factors.”

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this Annual Report in the context of these risks and uncertainties. The forward-looking statements included in this Annual Report are made only as of the date hereof. Except as required by law, we do not intend to update any of these forward-looking statements after the date of this Annual Report or to conform these statements to actual results or revised expectations.

You should read this Annual Report and the documents that we reference in this Annual Report and have filed with the SEC as exhibits to this Annual Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Our business is subject to numerous risks and uncertainties and this summary provides an overview of such risks. You should read this risk factor summary together with the more detailed discussion of risks and uncertainties covered under Item 1A “Risk Factors.”

• Our business may be harmed if one or more of our relationships with capacity providers are terminated or are reduced, if we fail to maintain good relationships with such capacity providers, if we become dependent upon a limited number of capacity providers, or if we fail to develop new capacity provider relationships.

• Our distribution model depends on third-party agents and brokers, and any failure by those agents and brokers to consistently promote our products or the loss of any key agent or broker relationships could adversely affect our business.

• Rapid advancements in AI, including the development of AGI and ML technologies, could increase competition and disrupt our business model.

• Errors in underwriting or data modeling could harm our reputation, competitive position, and financial results.

• Reliance on cloud computing exposes us to technological disruptions and potential risks.

• We are highly dependent on the services of our senior management team, including our Chief Executive Officer.

• Our business is dependent upon information processing systems. Cybersecurity events, data breaches, cyberattacks, or other similar incidents, as well as defects, interruptions, or other failures, with respect to our or our vendors’ information processing systems and data may hurt our business, damage our reputation, negatively impact policyholder retention and capacity provider relationships, and expose us to financial and legal liabilities.

• Failure to seek, obtain, maintain, protect, defend, or enforce our intellectual property rights, or allegations that we have infringed, misappropriated, or otherwise violated the intellectual property rights of others, could harm our reputation, ability to compete effectively, financial condition, and business.

• The insurance business is extensively regulated, and changes in regulation may reduce our profitability and limit our growth.

• Compliance with insurance licensing requirements for MGAs and E&S lines agencies and individual producers is critical to our operations, and any failure to maintain required licenses could disrupt our business.

• We are subject to evolving laws and regulations on data privacy, data protection, and cybersecurity, which can be complex and conflicting. We may face investigations, fines, and sanctions as a result of our or our service providers’ or partners’ actual or perceived failure to comply with such laws and regulations and incur increased operational costs in order to ensure future compliance.

• Changes in accounting principles and financial reporting requirements could impact our consolidated results of operations and financial condition.

• We have debt outstanding that could adversely affect our financial flexibility and subjects us to restrictions and limitations that could significantly impact our ability to operate our business.

• The concentration of our share ownership with those stockholders who held our stock prior to our IPO, including our executive officers, directors, and holders of more than 5% of our capital stock, may limit our investor's ability to influence corporate matters.

• We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for, and have chosen to rely on, exemptions from certain corporate governance requirements that provide protection to the stockholders of companies that are subject to such corporate governance requirements.

• We are a holding company, and our only material asset is our equity interest in Neptune Flood. As a result, we depend on the ability of our subsidiaries to pay dividends and make other payments and distributions to us in order to meet our obligations.

• The dual class structure of our common stock has the effect of concentrating voting control with our Chief Executive Officer; this will limit or preclude your ability to influence corporate matters.

• Some provisions of Delaware law and our amended and restated certificate of incorporation and bylaws may deter third parties from acquiring us and diminish the value of our Class A common stock.

COMMONLY USED DEFINED TERMS

The following terms have the following meanings throughout this Annual Report unless the context indicates or requires otherwise:

“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 thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent.

“AGI” means artificial general intelligence.

“API” means application programming interface.

“Amended Credit Agreement” means the 2025 Amended and Restated Credit Agreement, as amended by the First Amendment.

“CCPA” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act.

“Commission” means the United States Securities and Exchange Commission.

“DGCL” means Delaware General Corporation Law.

“EBITDA” means earnings before interest, taxes, depreciation and amortization.

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

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

"FDPA" means the Flood Disaster Protection Act of 1973.

“FEMA” means Federal Emergency Management Agency.

“First Amendment” means Amendment No. 1 to the 2025 Amended and Restated Credit Agreement, dated as of November 10, 2025.

“FTC” means the United States Federal Trade Commission.

"GAAP" means U.S. generally accepted accounting principles.

“GLBA” means the Gramm-Leach-Bliley Act.

“IPO” means the initial public offering of Neptune Insurance Holdings Inc., completed on October 2, 2025.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“ML” means machine learning.

“NYSE” means New York Stock Exchange.

“Plan” means the Neptune Flood Incorporated 2019 Stock Plan.

“Securities Act” means the Securities Act of 1933, as amended.

“SFHA” means Special Flood Hazard Area, as designated by FEMA.

“we,” “us,” “our,” the “Company,” and “Neptune” refer to Neptune Insurance Holdings Inc. and its subsidiaries, taken as a whole; “Neptune Holdings” refers only to Neptune Insurance Holdings Inc.; and “Neptune Flood” refers only to Neptune Flood Incorporated.

TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

“Neptune,” “Neptune Flood,” “Triton,” the Neptune stylized design logo, and our other registered or common law trademarks, trade names, and service marks appearing in this Annual Report are our property. Solely for convenience, our trademarks, trade names, and service marks referred to in this Annual Report appear without the ®, ™ and ℠ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. This Annual Report may contain additional trademarks, trade names, and service marks of other companies that are the property of their respective owners.

NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS

This Annual Report contains certain financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income and Adjusted earnings (basic and diluted) per share that are not required by, or prepared in accordance with, U.S. generally accepted accounting principles. We refer to these measures as “non-GAAP” financial measures. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” for our definitions of these non-GAAP measures, information about how and why we use these non-GAAP measures and a reconciliation of each of these non-GAAP measures to its most directly comparable financial measure calculated in accordance with GAAP.

This Annual Report also includes certain key performance indicators, including revenue per employee, Adjusted EBITDA per employee, premium in force, policies in force, policy retention rate, premium retention rate, revenue retention rate, organic revenue, organic revenue growth, and written premium, that Neptune’s management regularly reviews in managing its business to evaluate its business and operations, guide decision-making, measure progress and understand growth and retention, and ultimately help drive profitability. Organic revenue and organic revenue growth are common non-GAAP financial measures reported by others in the insurance industry. We use “organic revenue” and “organic revenue growth” in this Annual Report to facilitate investors’ understanding of our operating performance and comparison with our peers. However, as of the date of this Annual Report and for the relevant periods presented herein, we have not completed any relevant acquisitions or divestitures, therefore our organic revenue and organic revenue growth reflect our total revenue and total revenue growth, respectively, as determined in accordance with GAAP. For definitions of these key performance indicators, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Indicators.”

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