Form 4: FTV Entities Sell Neptune Insurance Shares Post-IPO

FTV VII and related entities sold 678,019 shares of Neptune Insurance Holdings Class A Common Stock at $18.75 per share following the underwriters' over-allotment option exercise.

Summary

• FTV VII, L.P., FTV NE-Aggregator, LLC, Growth VII-Centre, L.P., and FTV Management VII, L.P. are the reporting persons.
• The reporting persons are identified as a Director and 10% Owner of Neptune Insurance Holdings Inc. (NP).
• A total of 678,019 shares of Class A Common Stock were disposed of on October 1, 2025.
• The shares were sold at a price of $18.75 per share.
• The sale was executed pursuant to the underwriters' exercise of their over-allotment option in connection with the initial public offering (IPO) of Neptune Insurance Holdings' Class A Common Stock.
• FTV-NE Aggregator, LLC and Growth VII-Centre, L.P. were selling stockholders in the initial public offering.
• Following this transaction, the reporting persons beneficially own 22,350,631 shares indirectly.
• Direct holdings after the sale are: FTV VII, L.P. with 14,556,518 shares, FTV-NE Aggregator, LLC with 6,434,159 shares, and Growth VII-Centre, L.P. with 1,359,954 shares.
• FTV-NE Aggregator is managed by FTV VII, its sole member, which is managed by FTV Management VII, L.P., its general partner.
• Growth VII-Centre is managed by FTV Management, its general partner.
• The reporting persons disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While it's an insider sale, it's part of a standard IPO over-allotment, indicating strong market demand for the shares. For the selling entities, it represents a successful partial monetization of their investment. For the company, it completes a phase of its IPO.

Positives

• The sale represents a successful monetization of a portion of the investment by FTV entities at the initial public offering price, net of underwriting discounts and commissions.
• The exercise of the over-allotment option indicates strong demand for Neptune Insurance Holdings' Class A Common Stock during its IPO.

Negatives

• A significant insider sale, even as part of an IPO over-allotment, could be perceived by some investors as a reduction in the reporting persons' long-term commitment, potentially impacting market sentiment.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance regarding Neptune Insurance Holdings Inc.'s future performance or strategic direction. It solely reports a past insider transaction.

Industry Context

This transaction is a standard occurrence in the context of an Initial Public Offering (IPO), where underwriters often have an over-allotment option (Greenshoe option) to cover excess demand. The exercise of this option allows selling shareholders, such as the FTV entities, to sell additional shares beyond the initial offering size, which is a common practice in the capital markets for newly public companies.

Related Party Transactions

• The reporting persons (FTV VII, L.P., FTV NE-Aggregator, LLC, Growth VII-Centre, L.P., and FTV Management VII, L.P.) are related entities, with FTV Management VII, L.P. acting as the general partner for FTV VII, L.P. and Growth VII-Centre, L.P., and FTV VII, L.P. being the sole member of FTV-NE Aggregator, LLC. These entities collectively hold a significant stake and are represented as a Director and 10% Owner of Neptune Insurance Holdings Inc.

Stakeholder Impact

• Shareholders: The sale increases the public float of Class A Common Stock, potentially improving liquidity. However, a large insider sale could lead to short-term negative sentiment.
• Company: The transaction completes a phase of the IPO, potentially stabilizing the share price post-offering by satisfying excess demand.

Key Dates

Keywords

Neptune Insurance Holdings, NP, SEC Form 4, Insider Sale, IPO, Over-allotment Option, Class A Common Stock, FTV VII, FTV NE-Aggregator, Growth VII-Centre, FTV Management VII, Equity Transaction