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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Neptune Insurance Holdings Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
64073B103 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 64073B103 |
| 1 | Names of Reporting Persons
FTV VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,350,631.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 94,600,000 shares of Class A common stock ("Common Stock") outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus ("Prospectus") filed with the Securities & Exchange Commission ("SEC") pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"), on October 1, 2025.
SCHEDULE 13G
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| CUSIP No. | 64073B103 |
| 1 | Names of Reporting Persons
FTV-NE Aggregator, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,350,631.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 94,600,000 shares of Common Stock outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 1, 2025.
SCHEDULE 13G
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| CUSIP No. | 64073B103 |
| 1 | Names of Reporting Persons
Growth VII-Centre, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,350,631.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 94,600,000 shares of Common Stock outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 1, 2025.
SCHEDULE 13G
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| CUSIP No. | 64073B103 |
| 1 | Names of Reporting Persons
FTV Management VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,350,631.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 94,600,000 shares of Common Stock outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 1, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Neptune Insurance Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
400 6th Street S, Suite 2, St. Petersburg, Florida 33701 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and individuals listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) FTV VII, L.P. ("FTV VII")
(ii) FTV-NE Aggregator, LLC ("FTV-NE Aggregator")
(iii) Growth VII-Centre, L.P. ("Growth VII-Centre")
(iv) FTV Management VII, L.P. ("FTV Management")
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| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 601 California Street, Floor 19, San Francisco, CA 94108. | |
| (c) | Citizenship:
See responses to row 4 on each cover page. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
64073B103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to row 9 on each cover page.
The reported securities are directly held as follows: 14,556,518 by FTV VII, 6,434,159 by FTV-NE Aggregator and 1,359,954 by Growth VII-Centre. FTV-NE Aggregator is managed by FTV VII, its sole member, which is managed by FTV Management, its general partner. Growth VII-Centre is managed by FTV Management, its general partner. Accordingly, the investment committee of FTV Management exercises voting and investment discretion with respect to the reported securities. The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the securities covered by this statement. | |
| (b) | Percent of class:
See responses to row 11 on each cover page.
The reported securities represent 23.63% of the outstanding Common Stock. Such calculation is based upon 94,600,000 shares of Common Stock outstanding as of October 2, 2025, as reported by the Issuer in its Prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 1, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Exhibit 99.1 Joint Filing Agreement, dated as of November 7, 2025.
FTV VII, L.P., By: FTV Management VII, L.P., its General Partner, By: FTV VII GP, L.L.C., its General Partner. Growth VII-Centre, L.P., By: FTV Management VII, L.P., its General Partner, By: FTV VII GP, L.L.C., its General Partner. FTV Management VII, L.P., By: FTV VII GP, L.L.C., its General Partner.