Company Name: Neptune Insurance Holdings Inc.
Date of Prospectus: September 26, 2025

Neptune Insurance Holdings Inc. IPO: AI-Powered Flood Insurance Disruptor Hits NYSE in High-Profile Offering

IPO Snapshot: Key Facts, Pricing, and Structure

Neptune Insurance Holdings Inc. (NYSE Symbol: NP) launches its IPO with a focus on disruptive, data-driven flood insurance solutions. The company is offering a significant stake to the public, with a structure and syndicate that suggest strong institutional support. Below are the core details:

The shares are being sold by existing shareholders; Neptune will not receive proceeds from the offering.

Use of Proceeds: All proceeds go to selling shareholders; Neptune receives no new capital. This suggests the IPO is a liquidity event for early investors rather than a growth capital raise.

Dividend Policy: Neptune does not intend to pay dividends post-IPO and expects to retain earnings for growth and debt repayment. No payout ratio or dividend timetable is set [[86]].

Placement Breakdown: Entirely secondary (shareholder offer). Notably, 5% of shares are reserved for a directed share program for directors, officers, employees, associates, and related persons [[3]].

Investor Participation & Book Quality

Cornerstone/Anchor Investors:

• T. Rowe Price Investment Management, Inc. (TRPIM) and AllianceBernstein L.P. (AB) have indicated interest in purchasing up to \$75 million of shares at the IPO price, not subject to lock-up. These are non-binding indications but signal strong institutional interest [[3]].
• Shares purchased by cornerstone investors will be treated the same as other public shares (no special terms).

Book Quality Assessment: The presence of top-tier institutional investors and a large, multi-bank syndicate (see below) indicate a high-quality book and suggest potentially strong first-day performance.

Deal Parties, Underwriting Syndicate, and Stabilization

Bookrunners / Underwriters:

• Morgan Stanley & Co. LLC
• J.P. Morgan Securities LLC
• BofA Securities, Inc.
• BMO Capital Markets Corp.
• Goldman Sachs & Co. LLC
• Evercore Group L.L.C.
• Deutsche Bank Securities Inc.
• Keefe, Bruyette & Woods, Inc.
• Mizuho Securities USA LLC
• Piper Sandler & Co.
• Raymond James & Associates, Inc.
• TD Securities (USA) LLC
• Dowling & Partners Securities LLC (Co-Manager)

Stabilization/Over-Allotment: Underwriters have a 30-day option to purchase up to 2,763,157 additional shares from selling shareholders to cover over-allotments (“greenshoe”) [[3], [186]].

Inferred Listing-Day Support: The broad syndicate of globally recognized investment banks, combined with a directed share program and cornerstone interest, suggests robust support for the IPO and potential for a stable aftermarket debut.

Business Model, Revenue Streams, and Market Position

Neptune Insurance Holdings Inc. is a high-growth, highly profitable managing general agent (MGA) specializing in technology-driven flood insurance for homeowners and businesses. The company leverages AI, data science, and proprietary digital platforms (“Triton” underwriting engine and “Poseidon” policy management) to deliver instant, customized flood coverage with superior pricing and risk analytics [[16]].

Key Revenue Streams:

• Commissions and fees from underwriting residential and commercial flood insurance policies
• Technology-driven product offerings, including primary and excess flood insurance, ancillary coverages

Customer Segments: Individuals (homeowners), businesses, and insurance agents seeking flood protection with fast, digital policy issuance.

Geographical Focus: Primarily U.S., but with aspirations for future international expansion [[16], [87]].

Competitive Advantages:

• Proprietary AI-driven underwriting and risk modeling (Triton)
• Instant quote and bind capabilities, digital-first experience
• Highly scalable platform with strong retention and recurring revenue
• Brand strength as an innovative, tech-centered MGA in a growing niche

Market Position: Neptune is positioned as a leading, data-driven disruptor in U.S. private flood insurance, a sector historically dominated by the federal National Flood Insurance Program (NFIP).

Financial Health: Robust Growth and Profitability

Neptune demonstrates strong revenue growth, high margins, and improving profitability.

Interest coverage and liquidity are adequate, with a focus on investing for growth and maintaining profitability [[112]].

Management Team: Vision and Experience

Leadership:

• Trevor Burgess – CEO and Chairman, owning a controlling voting stake post-IPO (approx. 82.1% of voting power). Instrumental in Neptune’s technology and business strategy.
• Other Key Executives: Mr. Steiner, Mr. Duffy (both recipients of significant IPO RSU grants), with backgrounds in risk, operations, and technology [[153]].

Governance Structure: Dual-class shares with Class B (10 votes/share) ensuring founder/CEO control. Post-IPO, Neptune will qualify as a “controlled company” under NYSE rules, allowing exemption from certain governance requirements [[3], [39]].

Market Trends, Timing, and Sector Environment

Industry/sector definition: Private U.S. flood insurance, leveraging technology to address gaps in the NFIP and rising climate risks.

Market Size: The company cites FEMA and other public sources to underscore the growing flood insurance need, but does not disclose a specific sector dollar size [[11]].

Macro Trends:

• Increasing frequency/severity of climate events driving demand for flood coverage
• Shift from public to private insurance solutions as digital MGAs offer better pricing and speed
• Technology adoption, AI/data science transforming risk selection and pricing

Timing: The shares are expected to be delivered in New York, New York, on or about [date in 2025; exact date not specified] [[3]].

Recent Developments: Significant revenue and profit growth, corporate reorganization, new 2025 Equity Incentive and ESPP plans, and a 10-for-1 stock split on September 9, 2025 [[44], [227]].

Favorable Market Conditions: Robust growth, high profitability, and institutional support suggest a favorable environment for the IPO.

Risk Factors: Key Exposures for Investors

Principal Risks (as disclosed):

• Debt Load: \$292.4M in outstanding debt may impact flexibility and adds interest expense [[36]].
• Shareholder Concentration: Post-IPO, pre-IPO holders (including CEO) retain 84.7% of shares and 96.5% of voting power, limiting public investor influence [[79]].
• Controlled Company Exemption: Reduced governance requirements and board independence [[3], [39]].
• Dual-Class Structure: Class B shares confer 10 votes each, entrenching control with CEO [[40]].
• Market Risk: No prior public market; possible price volatility and illiquidity [[81]].
• Lock-Up Expiry: 119.6M additional shares become eligible for public sale 181 days post-IPO, which could pressure the stock price [[180]].
• Regulatory/Legal: Insurance sector subject to extensive regulation; any adverse changes could impact business [[87]].
• Operational Risks: Reliance on AI underwriter (Triton); risk of model error or failure [[87]].
• Customer/Partner Concentration and cybersecurity exposure noted as material risks [[87]].

Growth Strategy: Expansion, Tech, and Talent

Neptune’s growth strategy is centered on:

• Continued U.S. penetration in residential and commercial flood insurance
• Product line expansion (ancillary, commercial, international)
• Investment in AI, platform technology, and data science
• Talent acquisition, particularly in engineering and actuarial roles [[87]]

Capex and M&A: No specific capex pipeline or M&A disclosed, but organic technology investment and product expansion are highlighted [[87]].

Ownership & Lock-Ups: Post-IPO Structure

Pre-IPO and Post-IPO Shareholding:

• Post-IPO, CEO Trevor Burgess will beneficially own approx. 82.1% of voting power.
• Public float (Class A common) post-offer: about 13% of total shares, with the remainder held by insiders and pre-IPO investors [[38], [43]].
• Lock-Up: 180-day lock-up for directors, officers, and major holders. 5% of shares reserved for employees, directors, associates at IPO price [[3], [180]].
• ESOPs: 6.1M Class A shares reserved for future equity grants; 1.48M for ESPP [[43]].

Valuation and Peer Comparison

No peer company valuation metrics or sector comparables are disclosed in the prospectus. Accordingly, P/E, P/B, EV/EBITDA, ROE, and dividend yield tables are omitted. The prospectus does not reference other IPOs in the same period, nor provide 10-day sector performance data for comparables.

Research & Opinions

No external analyst reports, price targets, or research opinions are cited in the prospectus.

IPO Allotment Result

Final subscription outcomes by tranche are not disclosed in the prospectus.

Listing Outlook: Worth Subscribing?

The Neptune Insurance Holdings IPO stands out as a high-quality offering due to:

• Strong, sustained revenue and profit growth with high margins
• Sectoral tailwinds from climate risk and digital insurance adoption
• Blue-chip cornerstone investor interest and a top-tier syndicate
• Clear technological edge and scalable business model
• Potential for robust aftermarket trading, though liquidity will be initially constrained by a low public float and tight control by insiders

**Risks include significant insider control, future share overhang, and sector-specific regulatory exposure.** However, the disclosed facts point to strong demand and a likely premium to offer price in early trading. Investors should expect a potentially tight initial trading range with upside bias, supported by institutional allocation and stabilization mechanisms.

Prospectus Access

The registration statement and further company filings are available at: www.sec.gov