nyse-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-42878

Neptune Insurance Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

33-4189588

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification Number)

400 6th Street S, Suite 2

St. Petersburg, Florida

33701

(Address of principal executive offices)

(Zip Code)

(727) 202-4815

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.00001 par value		NP		The New York Stock Exchange

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, a 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.

Large Accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 10, 2025, the registrant had outstanding 94,600,000 shares of Class A common stock and 43,435,000 shares of Class B common stock, each with a par value of $0.00001.

NEPTUNE INSURANCE HOLDINGS INC.

QUARTERLY REPORT ON FORM 10-Q

Table of Contents

		Page Number

Special Note Regarding Forward-Looking Statements		ii

PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Income (Unaudited)	2
	Condensed Consolidated Statements of Changes in Redeemable, Convertible Preferred Stock and Stockholders’ Deficit (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	36

PART II.	OTHER INFORMATION	37

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
Item 3.	Defaults Upon Senior Securities	75
Item 4.	Mine Safety Disclosures	75
Item 5.	Other Information	75
Item 6.	Exhibits	76
Signatures		77

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q of Neptune Insurance Holdings Inc. contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q 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 section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q include, but are not limited to, statements about:

●

our ability to maintain or expand relationships with capacity providers, and impacts of the potential reduction or termination of existing relationships, and dependence on a limited number of providers;

●

our reliance on third-party agents and brokers to distribute our products, and the potential adverse impact on our business if those relationships weaken, are lost, or fail to perform as expected;

●

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 National Flood Insurance Program (“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 artificial intelligence (“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; 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 Quarterly Report on Form 10-Q.

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. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or to changes in our expectations, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. These forward-looking statements do not reflect the potential impact of any future acquisitions, restructurings, mergers, dispositions, joint ventures, partnerships, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

Unless the context requires otherwise, the words “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.

iii

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 Quarterly Report on Form 10-Q are our property. Solely for convenience, our trademarks, trade names, and service marks referred to in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q may contain additional trademarks, trade names, and service marks of other companies that are the property of their respective owners.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Neptune Insurance Holdings Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

	September 30,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	12,184		$	7,094
Fiduciary cash		46,861			20,971
Fiduciary receivable		4,486			4,096
Commissions and fees receivable		3,674			2,612
IPO transaction costs shareholder reimbursement receivable		8,474			-
Prepaid expenses and other current assets		638			452
Total current assets		76,317			35,225

Intangible assets, net		486			476
Internally developed software, net		5,943			5,756
Goodwill		3,793			3,793
Deferred tax assets		2,979			2,803
Deferred financing asset		109			99
Total assets	$	89,627		$	48,152

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable		11,246			7,165
Commissions payable		5,010			2,528
Insurance company payables		21,741			13,257
Income tax payable		1,021			4,781
Accrued expenses		1,458			475
Premium deposits		29,606			11,810
Current portion of debt		15,050			8,550
Total current liabilities		85,132			48,566

Debt, less current portion		247,589			125,101
Early exercise deposit liability		15,578			-
Total liabilities	$	348,299		$	173,667

Commitments and contingencies (Note 11)

Redeemable, convertible preferred stock, $0.00001 par value, 5% cumulative dividend; 41,850,000 shares authorized, issued and outstanding at September 30, 2025 and December 31, 2024 (liquidation preference of $259,027)		250,877			240,473

Stockholders’ deficit:

Common stock, $0.00001 par value, 154,300,000 and 154,300,000 shares authorized; 96,185,000 and 93,350,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		1			1
Accumulated deficit		(518,660	)		(366,326	)
Additional paid-in capital		9,110			337
Total stockholders’ deficit		(509,549	)		(365,988	)

Total liabilities, redeemable, convertible preferred stock, and stockholders’ deficit	$	89,627		$	48,152

See notes to condensed consolidated financial statements.

Neptune Insurance Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except share and per share data)

(Unaudited)

	Three Months ended September 30,						Nine Months ended September 30,
	2025			2024			2025			2024
Revenues:
Commissions and fees	$	44,365		$	33,820		$	115,784		$	87,796

Operating expenses:
Agent commissions		13,840			10,014			35,516			26,171
Employee compensation and benefits		1,773			1,284			4,706			3,702
General and administrative		2,138			1,931			6,771			5,660
Amortization expense		948			782			2,734			2,207
IPO transaction costs		4,966			-			8,440			-
Total operating expenses		23,665			14,011			58,167			37,740

Income from operations		20,700			19,809			57,617			50,056

Other income (expense):
Interest income		281			256			697			679
Interest expense		(5,518	)		(3,771	)		(13,787	)		(14,403	)
Loss on extinguishment of debt		-			-			-			(5,426	)
Income before income tax expense		15,463			16,294			44,527			30,906

Income tax expense		3,952			4,201			11,457			7,926

Net income	$	11,511		$	12,093		$	33,070		$	22,980

Accretion adjustment to redeemable preferred stock		(3,555	)		(3,360	)		(10,404	)		(9,867	)
Allocation to participating preferred stock		(2,463	)		(2,703	)		-			(4,059	)
Cash dividend paid on redeemable preferred stock		-			-			(54,170	)		-
Net income (loss) available to common stockholders	$	5,493		$	6,030		$	(31,504	)	$	9,054

Net income (loss) per share of common stock:
Basic	$	0.06		$	0.06		$	(0.34	)	$	0.10
Diluted	$	0.06		$	0.06		$	(0.34	)	$	0.10
Weighted average shares of common stock outstanding:
Basic		93,350,000			93,350,000			93,350,000			93,350,000
Diluted		97,262,548			93,350,000			93,350,000			93,350,000

See notes to condensed consolidated financial statements.

Neptune Insurance Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Redeemable, Convertible Preferred Stock and Stockholders’ Deficit

(In thousands)

(Unaudited)

					Stockholders’ Deficit
	Redeemable Convertible								Additional
	Preferred Stock				Common Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance at December 31, 2024		41,850	$	240,473		93,350	$	1	$	337	$	(366,326	)		(365,988	)
Share-based compensation		-		-		-		-		83		-			83
Accretion of redeemable, convertible preferred stock		-		3,381		-		-		-		(3,381	)		(3,381	)
Net income		-		-		-		-		-		9,941			9,941
Balance at March 31, 2025		41,850	$	243,854		93,350	$	1	$	420	$	(359,766	)	$	(359,345	)
Cash dividend paid		-		-		-		-		-		(175,000	)		(175,000	)
Share-based compensation		-		-		-		-		104		-			104
Accretion of redeemable, convertible preferred stock		-		3,468		-		-		-		(3,468	)		(3,468	)
Net income		-		-		-		-		-		11,618			11,618
Balance at June 30, 2025		41,850		247,322		93,350		1		524		(526,616	)		(526,091	)
Share-based compensation		-		-		-		-		112		-			112
Accretion of redeemable, convertible preferred stock		-		3,555		-		-		-		(3,555	)		(3,555	)
Contributed capital, shareholder reimbursement of IPO transaction costs		-		-		-		-		8,474		-			8,474
Early exercise of options		-		-		2,835		-		-		-			-
Net income		-		-		-		-		-		11,511			11,511
Balance at September 30, 2025		41,850		250,877		96,185		1		9,110		(518,660	)		(509,549	)

					Stockholders’ Deficit
	Redeemable Convertible								Additional
	Preferred Stock				Common Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance at December 31, 2023		41,850	$	227,199		93,350	$	1	$	41	$	(387,644	)		(387,602	)
Share-based compensation		-		-		-		-		71		-			71
Accretion of redeemable, convertible preferred stock		-		3,230		-		-		-		(3,230	)		(3,230	)
Net income		-		-		-		-		-		4,614			4,614
Balance at March 31, 2024		41,850	$	230,429		93,350	$	1	$	112	$	(386,260	)	$	(386,147	)
Share-based compensation		-		-		-		-		71		-			71
Accretion of redeemable, convertible preferred stock		-		3,277		-		-		-		(3,277	)		(3,277	)
Net income		-		-		-		-		-		6,273			6,273
Balance at June 30, 2024		41,850		233,706		93,350		1		183		(383,264	)		(383,080	)
Share-based compensation		-		-		-		-		75		-			75
Accretion of redeemable, convertible preferred stock		-		3,360		-		-		-		(3,360	)		(3,360	)
Net income		-		-		-		-		-		12,093			12,093
Balance at September 30, 2024		41,850		237,066		93,350		1		258		(374,531	)		(374,272	)

See notes to condensed consolidated financial statements.

Neptune Insurance Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine months ended September 30,
	2025			2024
Cash flows from operating activities:
Net income	$	33,070		$	22,980
Adjustments to reconcile net income to cash provided by operating activities:
Amortization expense		2,734			2,207
Amortization of deferred financing costs		483			641
Loss on extinguishment of debt		-			5,426
Share-based compensation		299			217
Deferred income taxes		(176	)		(654	)
(Increase) decrease in operating assets:
Commissions and fees receivable		(1,064	)		(615	)
Income tax receivable		-			462
Prepaid expenses and other current assets		(186	)		299
Deferred financing asset		(37	)		(111	)
Increase (decrease) in operating liabilities:
Accounts payable		4,081			795
Commissions payable		2,482			1,196
Income tax payable		(3,760	)		1,516
Accrued expenses		992			904
Net cash provided by operating activities		38,920			35,263

Cash flows from investing activities:
Internal developed software		(2,868	)		(2,564	)
Purchases of intangible assets		(63	)		-
Net cash used in investing activities		(2,931	)		(2,564	)

Cash flows from financing activities:
Change in fiduciary receivables		(389	)		(1,050	)
Change in fiduciary liabilities		26,279			16,446
Repayments of 2023 Term Loan		-			(178,525	)
Proceeds from 2024 Term Loan		-			171,000
Repayments of 2024 Term Loan		(135,000	)		(18,000	)
Proceeds from 2025 Term Loan		301,000			-
Repayments of 2025 Term Loan		(37,000	)		-
Payment of deferred financing fees and prepayment penalty		(477	)		(3,726	)
Proceeds from early exercise of stock options		15,578			-
Cash dividend paid		(175,000	)		-
Net cash used in financing activities		(5,009	)		(13,855	)

Net increase in cash and cash equivalents and fiduciary cash		30,980			18,844

Cash and cash equivalents and fiduciary cash:
Beginning of period		28,065			24,320

End of period	$	59,045		$	43,164

Cash and cash equivalents	$	12,184		$	11,581
Fiduciary cash		46,861			31,583

Total cash and cash equivalents and fiduciary cash	$	59,045		$	43,164

Non-cash transactions:
Shareholder reimbursement of IPO transaction costs	$	8,474		$	-

See notes to condensed consolidated financial statements.

Neptune Insurance Holdings Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Nature of Business and Basis of Presentation

Neptune Insurance Holdings Inc. (“Neptune Holdings” or the “Company”) was incorporated in Delaware on March 20, 2025, to serve as the holding company for Neptune Flood Incorporated (“Neptune Flood”). Neptune Flood, incorporated in Delaware on February 10, 2017, is an insurance agency engaged in the business of selling residential and commercial insurance policies throughout the United States on behalf of insurance carrier partners.

On April 10, 2025, Neptune Holdings completed a corporate restructuring through a reverse triangular merger (the “Reorganization”) to implement a holding company structure. The Reorganization was accounted for as a combination of entities under common control in accordance with subsections of Accounting Standards Codification (“ASC”) Topic 805-50, Business Combinations (“ASC 805-50”). Consequently, Neptune Flood was contributed to Neptune Holdings and the Reorganization was recorded at historical carrying amounts and the Company’s Consolidated Financial Statements prior to the Reorganization have been adjusted to reflect the retrospective combination of the entities for all periods presented.

Stock Split: On September 9, 2025, the Company effected a ten-for-one stock split of its common stock and redeemable, convertible preferred stock. All share and per share information has been retroactively adjusted to reflect the stock split for all periods presented. The shares of common stock retain a par value of $0.00001 per share.

Initial Public Offering: The following description of the initial public offering (“IPO”) and related transactions have been included herein given their significance, however, given that they occurred subsequent to September 30, 2025, their effects are not reflected in these condensed consolidated financial statements. The following transactions will be reflected in the fourth quarter of 2025.

On October 2, 2025, the Company completed its IPO, in which certain stockholders of the Company sold 21,184,210 shares of its Class A common stock at a public offering price of $20.00 per share. The Company received no proceeds from the sale of Class A common stock by the selling stockholders in the offering. The Company incurred IPO transaction costs for the three and nine months ended September 30, 2025, of $4,966 and $8,440, respectively, excluding the underwriting discount, which were expensed as incurred, as the Company received no proceeds from the IPO. These transaction costs are recorded within IPO transaction costs in the accompanying condensed consolidated statements of income.

In connection with the IPO, all 41,850,000 shares of the Company’s convertible preferred stock converted into 41,850,000 shares of common stock. Additionally, all 138,035,000 shares of common stock (including shares of common stock issued upon the automatic conversion of our outstanding convertible preferred stock) were reclassified into 138,035,000 shares of Class A common stock, of which 43,435,000 shares were then exchanged for Class B common stock on a one-for-one basis, resulting in 94,600,000 shares of Class A common stock and 43,435,000 shares of Class B common stock outstanding. Class A and Class B common stock are identical in their economic rights.

In connection with the IPO, the selling stockholders agreed to reimburse the Company for certain IPO offering costs, in an aggregate amount not to exceed 2% of the gross IPO proceeds to be received by the selling stockholders. As of September 30, 2025, the company recorded a receivable of $8,474 related to this reimbursement, which is included within IPO transaction costs shareholder reimbursement receivable on the condensed consolidated balance sheets. The corresponding amount is presented as contributed capital in the condensed consolidated statements of changes in redeemable, convertible preferred stock and stockholders’ deficit. On October 2, 2025, the Company received the full reimbursement amount due from the selling stockholders.

Basis of Presentation: The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and related notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of recurring accruals, considered necessary for fair presentation have been included. The accompanying balance sheet for the year ended December 31, 2024, was derived from audited financial statements, but does not include all disclosures required by GAAP. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024. The results reported in these financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The condensed consolidated financial statements are presented in US Dollars. All amounts are presented in thousands, except per share data and where otherwise noted.

Principles of Consolidation: The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in the condensed consolidated financial statements.

Use of Estimates: The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates, judgments, and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. The Company’s most significant estimates and judgments involve the valuation of share-based compensation, including the fair value of common stock, accounting for capitalized internal-use software, including the related estimated useful life, as well as the estimates for policy cancellations.

Note 2. Significant Accounting Policies

Revenue Recognition: The Company recognizes revenue for the transfer of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those products or services. Under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when or as the transfer of control of the underlying performance obligations occurs. ASC 606 provides a five-step model for recognizing revenue from contracts with customers as follows:

●

Identify the contract with a customer

●

Identify the performance obligations in the contract

SEC Form 10-Q filed by Neptune Insurance Holdings Inc.