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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
Trevor R. Burgess | ||||||||
| 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
UNITED STATES
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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
49,595,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
34.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 25,039,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by the Burgess Family SLAT, u/a/d March 26, 2025 (the "Burgess Family SLAT"), (ii) 17,885,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025, (the "Irrevocable Trust"), (iii) 511,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024 (the "Revocable Trust"), and (iv) 6,160,000 shares of Class A Common Stock issuable upon the exercise of stock options held by the Reporting Person that are fully vested and immediately exercisable. The Reporting Person is the trustee of, and has sole voting and dispositive power over the shares held by, the Burgess Family SLAT and the Revocable Trust. Jonathan W. Meyer and David J. Rectenwald are Co-Trustees of the Irrevocable Trust and may be replaced at the discretion of the Reporting Person. By virtue of his relationship with the Irrevocable Trust, the Reporting Person is deemed to have an indirect beneficial interest in the shares held by the Irrevocable Trust. The Reporting Person disclaims beneficial ownership of the shares helf by the Irrevocable Trust.
Percentage ownership is based on 139,620,000 total shares of Common Stock outstanding as of September 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025 and 6,160,000 shares of Class A Common Stock issuable upon the exercise of stock options held by the Reporting Person that are fully vested and immediately exercisable.
Each outstanding share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, (i) at the option of the Reporting Person, (ii) automatically upon any transfer, whether or not for value (except for certain permitted transfers), or (iii) upon the occurrence of certain events or conditions, as described further in the Issuer's Second Amended and Restated Certificate of Incorporation (the "Amended and Restated Charter"). Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. The holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to a vote of stockholders, unless otherwise required by Delaware law or the Amended and Restated Charter. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.
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 Schedule 13G is being filed on behalf of Trevor R. Burgess (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is c/o Neptune Insurance Holdings Inc., 400 6th Street S, Suite 2, St. Petersburg, FL 33701. | |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States of America. | |
| (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 Row 9 of cover page. | |
| (b) | Percent of class:
See Row 11 of cover page. | |
| (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 Row 5 of cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of 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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