Neptune Insurance Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

NEPTUNE INSURANCE HOLDINGS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NEPTUNE INSURANCE HOLDINGS INC.

400 6th Street S, Suite 2

St. Petersburg, Florida 33701

Telephone: (727) 202-4815

April 17, 2026

Dear Fellow Stockholders,

You are cordially invited to attend our 2026 Annual Meeting of Stockholders on May 28, 2026, at 11:00 a.m. Eastern Time. Details regarding the meeting, including how to attend and vote your shares, are included in the accompanying proxy materials.

The past year marked a significant milestone for Neptune as we successfully completed our IPO. Becoming a public company represents an important step in our evolution and reflects the confidence of our stockholders, partners, and employees in Neptune’s long-term vision. We are grateful for the support we received during this transition and remain focused on executing our strategy with the discipline and transparency expected of a public company.

Neptune was founded to address some of the most difficult challenges in insurance. Traditional insurance infrastructure was not designed for the pace and complexity of today’s environment. Our approach is to combine advanced data science, artificial intelligence, and modern technology platforms with disciplined underwriting and strong capital partnerships to create more resilient risk transfer, more reliable capacity, and faster, clearer access to coverage for policyholders and agents.

As we enter our first full year as a public company, our priorities remain consistent: continuing to strengthen our underwriting and modeling capabilities, expanding the reach and efficiency of our distribution platform, and maintaining strong governance and risk management practices that support sustainable long-term growth. We believe that the work we are doing positions Neptune to better serve customers while creating lasting value for our stockholders.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to review the proxy materials and vote your shares as soon as possible.

On behalf of the Board of Directors and the entire Neptune team, thank you for your continued support.

Respectfully yours,

Trevor Burgess

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 11:00 a.m. Eastern Time on May 28, 2026

Dear Stockholder,

We cordially invite you to attend the 2026 Annual Meeting of Stockholders of Neptune Insurance Holdings Inc. (the “Annual Meeting”), to be held on Thursday, May 28, 2026, at 11:00 a.m. Eastern Time. The Annual Meeting will be conducted virtually via live audio-only webcast. You will be able to attend the Annual Meeting by visiting https://register.proxypush.com/NP, where you will be able to listen to the meeting live, submit questions, and vote online. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

In addition, stockholders will consider and take action upon any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

On or about April 17, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials online and submit a proxy and how to request email or paper copies if desired. Our board of directors has fixed the close of business on April 7, 2026, as the record date for the Annual Meeting. Stockholders of record as of the record date may vote by internet, email, fax, or mail, or virtually at the meeting. You do not need to attend the Annual Meeting to vote your shares. You may revoke your proxy at any time before it is exercised. For more information on how to revoke your proxy, see “Can I change my vote or revoke my proxy?” in the FAQ section.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote promptly via the internet, email, fax, or mail.

By Order of the Board of Directors,

Jim Steiner

Chief Financial Officer and Secretary

400 6th Street South

Suite 2

St. Petersburg, Florida 33701

April 17, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2026

The Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders are available electronically at https://app.vinylequity.com/proxy/5acd22c2-32a6-4cce-bf86-ef832ba747fe/documents

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