np-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2026

o 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

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 x No o

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 x No o

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. o

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

As of April 27, 2026, the registrant had outstanding 94,895,913 shares of Class A common stock and 43,435,000 shares of Class B common stock, each with a par value of $0.00001.

Table of Contents

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)	2
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Income (Unaudited)	3
	Condensed Consolidated Statements of Changes in Redeemable, Convertible Preferred Stock and Stockholders’ Deficit (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

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	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
Signatures		39

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Special Note Regarding Forward-Looking Statements

The discussions in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and management’s current expectations, involve certain risks and uncertainties and are not guarantees. These forward-looking statements include, but are not limited to, statements concerning our strategy, competition, future operations, future financial position, future revenues, projected costs, profitability, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the markets in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. 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. Future results may differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, and that are otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “Commission”). The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. We do not assume any obligation to update any forward-looking statements, except as required by law.

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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.

iii

Table of Contents

PART I – FINANCIAL INFORMATION

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Neptune Insurance Holdings Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	10,542	$	8,036
Fiduciary cash	49,852		32,512
Fiduciary receivable	6,103		5,375
Commissions and fees receivable	4,732		4,080
Prepaid expenses and other current assets	1,236		1,309
Income tax receivable	—		1,150
Total current assets	72,465		52,462

Intangible assets, net	447		466
Internally developed software, net	6,141		6,030
Goodwill	3,793		3,793
Deferred tax assets	793		802
Deferred financing asset	1,656		1,746
Total assets	$	85,296	$	65,299

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	8,690		10,141
Commissions payable	4,660		3,788
Insurance company payables	24,415		18,946
Income tax payable	1,548		—
Accrued expenses	800		977
Premium deposits	31,541		18,941
Total current liabilities	71,654		52,793

Revolving credit facility	227,000		240,000
Total liabilities	$	298,654	$	292,793



Stockholders’ deficit:

Class A common stock, $0.00001 par value, 428,422,036 and 428,422,036 shares authorized; 94,868,326 and 94,718,530 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	1		1
Class B common stock, $0.00001 par value, 51,577,964 and 51,577,964 shares authorized; 43,435,000 and 43,435,000 issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—
Accumulated deficit	(507,002)		(514,351)
Additional paid-in capital	293,643		286,856
Total stockholders’ deficit	(213,358)		(227,494)

Total liabilities and stockholders’ deficit	$	85,296	$	65,299

See notes to condensed consolidated financial statements.

Item 1. Financial Statements

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Neptune Insurance Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except share and per share data)

(Unaudited)


	Three Months ended March 31,
	2026		2025
Revenues:
Commissions and fees	$	37,795	$	29,353

Operating expenses:
Agent commissions	11,352		8,940
Employee compensation and benefits	8,418		1,405
General and administrative	3,580		2,507
Amortization expense	1,004		874
Total operating expenses	24,354		13,726

Income from operations	13,441		15,627

Other income (expense):
Interest income	165		169
Interest expense	(3,531)		(2,401)
Income before income tax expense	10,075		13,395

Income tax expense	2,726		3,456

Net income	$	7,349	$	9,939

Accretion adjustment to redeemable preferred stock	—		(3,381)
Allocation to participating preferred stock	—		(2,030)
Net income available to common stockholders	$	7,349	$	4,528

Net income per share of common stock:
Class A and Class B Common Stock
Basic	$	0.05	$	0.05
Diluted	$	0.05	$	0.05
Weighted average shares of common stock outstanding:
Class A and Class B Common Stock
Basic	138,240,994		93,350,000
Diluted	145,756,044		93,350,000

See notes to condensed consolidated financial statements.

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Neptune Insurance Holdings Inc. and Subsidiaries

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

(In thousands)

(Unaudited)


	Stockholders’ Deficit
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount

Balance at December 31, 2025	94,719	$	1	43,435	$	—	$	286,856	$	(514,351)	(227,494)
Share-based compensation	—	—		—	—		6,876		—		6,876
Issuance of common stock upon exercise of stock options	189	—		—	—		1,047		—		1,047
Common stock withheld related to net share settlement of equity awards	(40)	—		—	—

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