Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Neptune Insurance Holdings Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
64073B103 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 64073B103 |
| 1 | Names of Reporting Persons
Jonathan Carlon | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.91 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 575,000 shares of Class A Common Stock held by the Reporting Person, (ii) 4,599,000 shares of Class A Common Stock held by the JWC Irrevocable Trust, and (iii) 511,000 shares of Class A Common Stock held by the Carlon Family Trust dated May 7, 2024. The Reporting Person and Steve Wynne are the trustees of, and share voting and dispositive power over the shares held by, the JWC Irrevocable Trust. The Reporting Person and Alexis Carlon are the trustees of, and share voting and dispositive power over the shares held by, the Carlon Family Trust dated May 7, 2024. Percentage ownership is based on 96,185,000 shares of Class A Common Stock outstanding as of September 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Neptune Insurance Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
400 6th Street S, Suite 2, St. Petersburg, Florida, 33701 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of Jonathan Carlon (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is c/o Neptune Insurance Holdings Inc., 400 6th Street S, Suite 2, St. Petersburg, FL 33701. | |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
64073B103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page. | |
| (b) | Percent of class:
See Row 11 of cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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