Neptune Insurance Holdings Inc-A 2025年季度报告

FORM10-Q For the quarterly period endedSeptember 30,2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to ___________Commission File Number:001-42878 Neptune Insurance Holdings Inc.(Exact name of registrant as specified in its charter) Delaware33-4189588(State or other jurisdiction of(I.R.S. Employer (Address of principal executive offices)(Zip 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: Name of each exchange on whichregistered 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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting 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 periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of November 10, 2025, the registrant had outstanding94,600,000shares of Class A common stock and43,435,000sharesof Class B common stock, each with a par value of $0.00001. NEPTUNE INSURANCE HOLDINGS INC.QUARTERLY REPORT ON FORM 10-QTable of Contents PageNumberSpecial Note Regarding Forward-Looking StatementsiiPART I.FINANCIAL INFORMATION1Item 1.Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets (Unaudited)1Condensed Consolidated Statements of Income (Unaudited)2Condensed Consolidated Statements of Changes in Redeemable, Convertible Preferred Stock and Stockholders’Deficit (Unaudited)3Condensed Consolidated Statements of Cash Flows (Unaudited)4Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3.Quantitative and Qualitative Disclosures About Market Risk34Item 4.Controls and Procedures36PART II.OTHER INFORMATION37Item 1.Legal Proceedings37Item 1A.Risk Factors37Item 2.Unregistered Sales of Equity Securities and Use of Proceeds75Item 3.Defaults Upon Senior Securities75Item 4.Mine Safety Disclosures75Item 5.Other Information75Item 6.Exhibits76Signatures77 Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q of Neptune Insurance Holdings Inc. contains forward-looking statements. All statementscontained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our futureresults of operations, financial position, market size and opportunity, our business strategy and plans, the factors affecting ourperformance and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,”“continue,” “anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if” andsimilar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely onour current expectations and projections about future events and trends that we believe may affect our financial condition, results ofoperations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-lookingstatements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled “RiskFactors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changingenvironment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess theimpact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differmaterially