FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Steiner James

(Last) (First) (Middle)
C/O NEPTUNE INSURANCE HOLDINGS INC.
400 6TH ST S STE 2

(Street)
SAINT PETERSBURG FL 33701

(City) (State) (Zip)
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 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Class A Common Stock 09/30/2026   F   64,777 (1) D $ 27.35 470,888 (2) D  
Class A Common Stock 09/30/2026   A   75,288 (3) A $ 0 546,176 (2) (4) D  
Class A Common Stock               3,749,050 I By Self as Trustee of the Living Trust of James Edward Steiner dated July 7, 2016
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (right to buy) $ 19             10/02/2025 (5) 09/18/2035 Class A Common Stock 95,500   95,500 (6) D  
Explanation of Responses:
1. Represents shares of Class A Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of restricted stock units on September 30, 2026. No shares were sold by the Reporting Person. The price reported in Column 4 is the closing price of the Class A Common Stock on the New York Stock Exchange on September 30, 2026.
2. Includes 357,110 shares of Class A Common Stock underlying an award of time-based restricted stock units, as amended, which remain held directly by the Reporting Person. The restricted stock units vested as to 178,555 shares on September 30, 2026 and vest as to the remaining 357,110 shares in eight quarterly installments of 44,638 or 44,639 shares each on the last day of each calendar quarter thereafter through September 30, 2028, in each case subject to the continuous service of the Reporting Person through the applicable vesting date.
3. Represents shares of Class A Common Stock underlying an award of time-based restricted stock units granted on September 30, 2026. The restricted stock units vest in four quarterly installments of 18,822 shares each on the last day of each calendar quarter from December 31, 2028 through September 30, 2029, in each case subject to the continuous service of the Reporting Person through the applicable vesting date.
4. Includes 75,288 shares of Class A Common Stock underlying the award of time-based restricted stock units reported on this Form 4.
5. The stock option fully vested upon the closing of (and became exercisable in connection with) the Issuer's initial public offering on October 2, 2025.
6. The Reporting Person's Form 4 filed on October 3, 2025 inadvertently reported 95,000 stock options beneficially owned following the reported transactions in Column 9 of Table II. The correct amount was 95,500, as reported in Column 5 of Table II of that Form 4.
/s/ James Steiner 10/02/2026
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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