Form 4: Insider Reports Share Exchange in NeueHealth Merger

Rick Yang, a director and 10% owner of NeueHealth, reported significant changes in his beneficial ownership due to a merger where shares were exchanged for limited partnership interests.

Summary

• Rick Yang, a director and 10% owner of NeueHealth, Inc. (NEUE), reported multiple transactions on October 2, 2025, primarily related to a corporate merger.
• NeueHealth, Inc. merged with NH Holdings Acquisition 2025, Inc., with NeueHealth surviving as a wholly-owned subsidiary of NH Holdings 2025, Inc. (Parent).
• As part of this merger, the reporting person's beneficially owned Common Stock, Series A Convertible Perpetual Preferred Stock, and Series B Convertible Perpetual Preferred Stock were contributed to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests.
• Following this contribution, all such shares of NeueHealth, Inc. were cancelled and ceased to exist, resulting in zero beneficial ownership for the reporting person in NeueHealth, Inc.
• Prior to the full disposition, there were cashless net exercises of warrants, involving the acquisition of common stock at an exercise price of $0.01 per share and the disposition of shares at a fair market value of $6.75 per share (the closing price on October 1, 2025).
• The warrants involved in these transactions became fully exercisable on October 2, 2025, or had various exercisable dates ranging from August 29, 2023, to September 26, 2025.

Sentiment

Score: 6

Explanation: The filing reports a significant corporate restructuring (merger) which led to the exchange and cancellation of the reporting person's equity. While it signifies a major change, it's a factual report of a completed transaction rather than a positive or negative operational result. The cashless exercise of warrants is a positive for the insider, but the overall impact on public shareholders (if any remain) is unclear without more context on the merger terms. The score reflects neutrality with a slight positive tilt due to the insider realizing value from warrants and the strategic nature of a merger.

Positives

• The cashless net exercise of warrants allowed the reporting person to realize value from derivative securities without requiring additional cash outlay, based on a fair market value of $6.75 per share.
• The merger represents a strategic corporate action, potentially aimed at restructuring or taking the company private, which could offer stability or new growth avenues under a different ownership structure for the underlying business.

Negatives

• The cancellation of all beneficially owned shares and preferred stock in NeueHealth, Inc. means the reporting person no longer holds direct equity in the public entity.
• The specific terms and valuation of the limited partnership interests received in exchange for the shares are not detailed in this filing, introducing uncertainty regarding the immediate and future value for the reporting person.
• For any remaining public shareholders, the merger and cancellation of shares would typically lead to the cessation of public trading and a change in the nature of their investment.

Risks

• The merger and subsequent cancellation of shares could lead to a lack of liquidity for any remaining public shareholders if the company is effectively taken private.
• The reporting person disclaims beneficial ownership within the meaning of Section 16 for portions of the securities held by NEA 17 and NEA 18 VGE in which they have no pecuniary interest, which could complicate understanding the full economic exposure.
• The long-term implications of the new corporate structure and the value of the limited partnership interests received are subject to future performance and market conditions of the private entity.

Future Outlook

The filing indicates a significant corporate restructuring through a merger, where NeueHealth, Inc. became a wholly-owned subsidiary of NH Holdings 2025, Inc. The reporting person's equity interests were exchanged for limited partnership interests in the Ultimate Parent, suggesting a shift towards private ownership or a new corporate structure for the company's future operations. This implies that NeueHealth, Inc. will no longer operate as a publicly traded entity in its previous form.

Industry Context

This type of transaction, where a public company becomes a wholly-owned subsidiary and its shares are exchanged for interests in a private entity, is characteristic of a 'take-private' transaction or a significant corporate reorganization. It often occurs when a company seeks to escape the pressures of public markets, streamline operations, or facilitate a strategic acquisition by a private equity firm or another corporate entity. For the healthcare industry, such moves can be driven by the need for long-term capital investment, operational flexibility, or to integrate more closely with a larger healthcare ecosystem without public market scrutiny.

Comparison to Industry Standards

• The cashless net exercise of warrants at a fair market value of $6.75 per share is a standard mechanism for insiders to monetize derivative securities without upfront cash, common across various industries.
• The conversion of public equity into limited partnership interests in a private entity is a typical structure seen in private equity buyouts or corporate reorganizations, similar to transactions involving companies like Dell Technologies when it went private before relisting, or various healthcare providers acquired by large private equity funds.
• The use of Series A and Series B Convertible Perpetual Preferred Stock with specific liquidation preferences and conversion prices is a common financing tool, often employed by growth companies or those undergoing significant capital structure changes, comparable to preferred stock issuances seen in biotech or tech startups.

Corporate Governance

Related Party Transactions

• Rick Yang's beneficial ownership is indirect, through NEA 17 and NEA 18 VGE, where he is a manager of their respective general partners (NEA 17 GP, LLC and NEA 18 VGE GP, LLC). He disclaims pecuniary interest in portions of these holdings.
• The merger involved the Issuer, NH Holdings 2025, Inc. (Parent), NH Holdings Acquisition 2025, Inc. (Merger Sub), and NH Holdings 2025 SPV, L.P. (Ultimate Parent), indicating a complex transaction among related entities.

Stakeholder Impact

• **Shareholders:** Existing public shareholders of NeueHealth, Inc. would have had their shares cancelled and exchanged for interests in a private entity, significantly impacting their liquidity and direct equity ownership. The specific terms of this exchange for all shareholders are not detailed in this Form 4.
• **Employees:** The merger could lead to changes in corporate structure, management, and operational strategies, which may impact employees through restructuring or new strategic directives.
• **Creditors:** Amendments to the Credit Agreement indicate ongoing financial arrangements that could affect creditors' positions, though the merger itself might lead to a stronger or weaker credit profile depending on the acquiring entity.

Next Steps

• Monitor for any further public disclosures regarding the definitive terms of the merger and its implications for all shareholders of NeueHealth, Inc.
• Assess the long-term strategic direction and financial performance of the newly structured entity under NH Holdings 2025, Inc.

Key Dates

Recommendation

The filing explicitly states that as of October 2, 2025, each share of NeueHealth's Common Stock, Series A Preferred Stock, and Series B Preferred Stock beneficially owned by the reporting persons was contributed to an Ultimate Parent entity in exchange for limited partnership interests, and then *cancelled*. This indicates that NeueHealth, Inc. has undergone a merger where it became a wholly-owned subsidiary, effectively taking it private or restructuring its public equity. For any remaining public shareholders, this would typically mean their shares are either acquired at a specific price or converted into a different, potentially illiquid, security or interest. Therefore, holding shares in a company that has been taken private and whose shares are cancelled is not viable for a public market investor. The recommendation is to sell, assuming the merger terms allow for a cash exit or conversion, as the public shares will cease to exist or trade.

Keywords

NeueHealth, NEUE, SEC Form 4, Merger, Beneficial Ownership, Insider Transaction, Preferred Stock, Warrants, Corporate Restructuring, Private Equity, NEA