| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Neptune Insurance Holdings Inc. [ NP ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/10/2026 |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/09/2026 | J(1) | 400,000 | D | (2) | 3,884,715(3)(4) | D | |||
| Class A Common Stock | 09/09/2026 | J(1) | 400,000 | A | (2) | 400,000 | 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) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. The reported transaction represents a transfer of shares, for no consideration, from the Reporting Person's individual name into a revocable trust of which the Reporting Person is the sole grantor, the sole trustee and the sole current beneficiary. The transfer effected only a change in the form of the Reporting Person's beneficial ownership and did not change his pecuniary interest in the shares. The Reporting Person's total beneficial ownership of Class A Common Stock was unchanged at 4,284,715 shares immediately before and immediately after the transfer. |
| 2. The shares were transferred for no consideration. Accordingly, no price per share is reported. |
| 3. Includes 535,665 shares of Class A Common Stock underlying an award of time-based restricted stock units, as amended. The restricted stock units vest as to 178,555 shares on September 30, 2026 and 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. |
| 4. This Form 4/A amends the Form 4 filed by the Reporting Person on September 10, 2026 solely to correct the number of shares of Class A Common Stock reported in Column 5 of Table I for the Reporting Person's direct holdings, and the corresponding total in footnote 1, which inadvertently omitted 535,665 shares of Class A Common Stock underlying restricted stock units previously reported on the Form 4 filed by the Reporting Person on October 3, 2025. No other changes have been made to the previously reported information. |
| Remarks: |
| James Steiner | 09/16/2026 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||