Neptune Insurance Holdings Inc.NP

Neptune Insurance Holdings Inc. Earnings Per Share Disclosure

10-KFiled Feb 26, 20262 min read
Earnings Per Share
As of December 31, 2025, the Company had Class A common stock and Class B common stock. Both classes have the same rights to the Company’s earnings and neither of the shares have any preference rights to dividends to other shares. The following table sets forth the computation of basic and dilutive earnings per share:
(In thousands, except share and per share data)202520242023
Basic Shares:
Numerator:
Net income$37,413 $34,592 $17,886 
Less: accretion adjustment to redeemable preferred stock (1)(10,438)(13,274)(8,135)
Less: allocation to participating preferred stock- (6,599)- 
Less: Cash dividend paid on redeemable preferred stock
(54,170)- - 
Net income (loss) available to common stockholders (2)$(27,195)$14,719 $9,751 
Denominator:
Weighted average Common Stock outstanding - Basic
Class A Common Stock93,673,838 93,350,000 93,523,340 
Class B Common Stock10,829,000 — — 
Total Weighted average Common Stock outstanding - Basic104,502,838 93,350,000 93,523,340 
Basic earnings (loss) per share - Class A and Class B Common Stock
$(0.26)$0.16 $0.10 
Weighted average Common Stock outstanding Class A and Class B Common Stock - Diluted
104,502,83893,350,00093,523,340
Diluted earnings (loss) per share - Class A and Class B Common Stock
$(0.26)$0.16 $0.10 

The potential shares of common stock that were excluded from the computation of diluted earnings (loss) per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows:
Outstanding as of December 31, 2025Outstanding as of December 31, 2024Outstanding as of December 31, 2023
Time vesting options (3)
05,472,5005,115,000
Performance Vesting Options (4)
05,472,5005,115,000
Fully vested options (5)
8,778,38500
Restricted Stock Units (6)
4,177,48800
(1)Represents the accretion of the redeemable preferred stock to its redemption value and includes both the effect of cumulative     undeclared dividends and the accretion of issuance costs for the applicable periods.
(2)Net income (loss) available to common stockholders for the year ended December 31, 2025 included $8,913 of IPO transaction costs which were reimbursed to the Company by the selling stockholders on October 2, 2025.
(3)The Time Vesting Options were excluded from the calculation of diluted earnings (loss) per share for the years ended December 31, 2024 and 2023, as their inclusion would have been anti-dilutive.
(4)Performance Vesting Options have a performance condition. For the years ended December 31, 2024 and 2023 the performance condition was not met and therefore, these options were excluded from the dilutive earnings (loss) per share computation.
(5)These options, including Time Vesting Options and Performance Vesting Options, were excluded from the diluted earnings (loss) per share computation for the year ended December 31, 2025, as they were anti-dilutive.
(6)The unvested Restricted Stock Units have been excluded from the calculation of diluted earnings (loss) per share for the year ended December 31, 2025, as their effect would be anti-dilutive.

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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