Form 4: NEA 15 GP Reports NeueHealth Merger Transactions
Merger-Related Insider Transaction Report
NEA 15 GP, LLC reported a series of transactions related to the merger of NeueHealth, Inc. into a wholly-owned subsidiary, resulting in the contribution and cancellation of its common stock holdings.
Summary
- NeueHealth, Inc. completed a merger on October 2, 2025, with NH Holdings Acquisition 2025, Inc., making NeueHealth a wholly-owned subsidiary of NH Holdings 2025, Inc.
- NEA 15 GP, LLC, a director and 10% owner, contributed its beneficial ownership of NeueHealth common stock to NH Holdings 2025 SPV, L.P. in exchange for limited partnership interests.
- Following the contribution, all beneficially owned shares of NeueHealth common stock were cancelled and ceased to exist.
- On October 2, 2025, NEA 15 GP, LLC acquired 189,195 shares of Common Stock at an exercise price of $0.01 through warrant exercise.
- On October 2, 2025, 280 shares of Common Stock were disposed of at a fair market value of $6.75 per share through a cashless net exercise of a warrant.
- On October 2, 2025, NEA 15 GP, LLC acquired 434,297 shares of Common Stock at an exercise price of $0.01 through warrant exercise.
- On October 2, 2025, 643 shares of Common Stock were disposed of at a fair market value of $6.75 per share through a cashless net exercise of a warrant.
- A total of 1,960,591 shares and 43,678 shares of Common Stock were disposed of due to the merger, resulting in zero beneficial ownership following these transactions.
- Warrants for 189,195 shares became exercisable on various dates: 123,729 shares on April 30, 2024; 1,733 shares on June 21, 2024; 61,865 shares on October 2, 2024; and 1,868 shares on September 26, 2025.
- Warrants for 434,297 shares were issued on September 30, 2025, and became fully exercisable on October 2, 2025, with an expiration date of October 2, 2030.
Sentiment
Score: 5
Explanation: The filing is a factual report of transactions related to a completed merger, indicating a neutral sentiment as it details the mechanics of a corporate event rather than operational performance or future prospects.
Future Outlook
NA
Industry Context
This filing confirms the completion of a significant corporate event for NeueHealth, Inc., indicating its transition from a publicly traded entity to a privately held subsidiary. This reflects a trend of consolidation within the healthcare services or health technology industry, where private equity or larger entities acquire public companies.
Related Party Transactions
- NEA 15 GP, LLC, as a director and 10% owner, contributed its shares of NeueHealth, Inc. common stock to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests as part of the merger. This structure indicates a related-party transaction for the take-private event.
Stakeholder Impact
- Shareholders: Public shareholders of NeueHealth, Inc. would have received consideration for their shares as part of the merger, while NEA 15 GP, LLC rolled over its equity into the new private entity, effectively ending public trading of NeueHealth shares.
Key Dates
| Date | Description |
|---|---|
| 08/04/2023 | Original Credit Agreement date. |
| 10/02/2023 | Incremental Amendment No. 1 to Credit Agreement. |
| 04/08/2024 | Incremental Amendment No. 2 to Credit Agreement. |
| 04/30/2024 | Warrants for 123,729 shares became exercisable. |
| 06/21/2024 | Warrants for 1,733 shares became exercisable; Amendment No. 3 to Credit Agreement. |
| 10/02/2024 | Warrants for 61,865 shares became exercisable. |
| 10/29/2024 | Amendment No. 4 to Credit Agreement. |
| 12/23/2024 | Date of Agreement and Plan of Merger. |
| 09/26/2025 | Warrants for 1,868 shares became exercisable. |
| 09/30/2025 | Warrantholders Agreement date; Amendment No. 5 to Credit Agreement. |
| 10/01/2025 | Closing market price of $6.75 per share used for cashless exercise calculation. |
| 10/02/2025 | Date of earliest transaction; Merger effective date; Warrants for 434,297 shares became fully exercisable. |
| 10/06/2025 | Signature date of the filing. |
| 10/02/2030 | Expiration date for certain warrants. |
Keywords
NeueHealth, NEUE, Merger, SEC Form 4, Stock Transaction, Warrant Exercise, Beneficial Ownership, NEA 15 GP, Private Equity
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