Sec Form 4 Filing - Burgess Trevor R @ Neptune Insurance Holdings Inc. - 2025-10-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Burgess Trevor R 2. Issuer Name and Ticker or Trading Symbol Neptune Insurance Holdings Inc. [ NP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & Chairman of the Board (Last) (First) (Middle) C/O NEPTUNE INSURANCE HOLDINGS INC., 400 6TH STREET S, SUITE 2 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2025 (Street) ST. PETERSBURG, FL33701 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/02/2025 J( 1 ) 25,039,000 D 0 I Held by Burgess Family SLAT, u/a/d March 26, 2025 ( 2 ) Class A Common Stock 10/02/2025 J( 1 ) 25,039,000 A 25,039,000 I Held by Burgess Family SLAT, u/a/d March 26, 2025 ( 2 ) Class A Common Stock 10/02/2025 J( 3 ) 25,039,000 D 0 I Held by Burgess Family SLAT, u/a/d March 26, 2025 ( 2 ) Common Stock 10/02/2025 J( 1 ) 17,885,000 D 0 I Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025 ( 4 ) Class A Common Stock 10/02/2025 J( 1 ) 17,885,000 A 17,885,000 I Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025 ( 4 ) Class A Common Stock 10/02/2025 J( 3 ) 17,885,000 D 0 I Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025 ( 4 ) Common Stock 10/02/2025 J( 1 ) 511,000 D 0 I Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024 ( 2 ) Class A Common Stock 10/02/2025 J( 1 ) 511,000 A 511,000 I Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024 ( 2 ) Class A Common Stock 10/02/2025 J( 3 ) 511,000 D 0 I Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024 ( 2 ) Class A Common Stock 10/02/2025 A 1,982,964 ( 5 ) A $ 0 1,982,964 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 6 ) 10/02/2025 J( 3 ) 25,039,000 ( 6 ) ( 6 ) Class A Common Stock 25,039,000 ( 6 ) 25,039,000 I Held by Burgess Family SLAT, u/a/d March 26, 2025 ( 2 ) Class B Common Stock ( 6 ) 10/02/2025 J( 3 ) 17,885,000 ( 6 ) ( 6 ) Class A Common Stock 17,885,000 ( 6 ) 17,885,000 I Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025 ( 4 ) Class B Common Stock ( 6 ) 10/02/2025 J( 3 ) 511,000 ( 6 ) ( 6 ) Class A Common Stock 511,000 ( 6 ) 511,000 I Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024 ( 2 ) Stock Option (right to buy) $ 5.495 10/02/2025 J( 1 ) 5,880,000 ( 7 ) 11/09/2033 Common Stock ( 1 ) 5,880,000 $ 0 0 D Stock Option (right to buy) $ 5.495 10/02/2025 J( 1 ) 5,880,000 ( 7 ) 11/09/2033 Class A Common Stock ( 1 ) ( 7 ) 5,880,000 $ 0 5,880,000 D Stock Option (right to buy) $ 5.495 10/02/2025 J( 1 ) 280,000 ( 7 ) 03/08/2035 Common Stock ( 1 ) 280,000 $ 0 0 D Stock Option (right to buy) $ 5.495 10/02/2025 J( 1 ) 280,000 ( 7 ) 03/08/2035 Class A Common Stock ( 1 ) ( 7 ) 280,000 $ 0 280,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burgess Trevor R C/O NEPTUNE INSURANCE HOLDINGS INC. 400 6TH STREET S, SUITE 2 ST. PETERSBURG, FL33701 X X CEO & Chairman of the Board Signatures /s/ James Steiner, by power of attorney 10/03/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a reclassification exempt under Rule 16b-7, shares of Common Stock were automatically reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Second Amended and Restated Certificate of Incorporation of the Issuer immediately prior to the closing of the Issuer's initial public offering ("IPO"). ( 2 )The Reporting Person is the trustee of the trust. ( 3 )Shares of Class A Common Stock were exchanged with the Issuer for shares of Class B Common Stock on a one-for-one basis pursuant to the Exchange Agreement between the Reporting Person and the Issuer. ( 4 )Jonathan W. Meyer and David J. Rectenwald are Co-Trustees of the trust and may be replaced at the discretion of the Reporting Person. By virtue of his relationship with the trust, the Reporting Person is deemed to have an indirect beneficial interest in the shares held by the trust. The Reporting Person disclaims beneficial ownership of the shares held by the trust. ( 5 )Represents shares of Class A Common Stock underlying an award of time-based restricted stock units ("RSUs"). The RSUs will vest in equal annual installments over three years, beginning on September 30, 2026, subject to the continuous service of the Reporting Person through each vesting date. Each share of Class A Common Stock received upon the settlement of the RSU may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock. ( 6 )Each outstanding share of Class B Common Stock is convertible into one share of the Issuer's Class A common stock at any time, (i) at the option of the Reporting Person, (ii) automatically upon any transfer, whether or not for value (except for certain permitted transfers), or (iii) upon the occurrence of certain events or conditions, as described further in the Issuer's Second Amended and Restated Certificate of Incorporation. ( 7 )The stock option fully vested upon the closing of (and became exercisable in connection with) the IPO. Each share of Class A Common Stock received upon the exercise of the stock option may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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