Form 4: NEA 16 Exits NeueHealth via Merger, Converts Warrants
Insider Transaction Report
New Enterprise Associates 16, L.P. reported significant transactions in NeueHealth, Inc. common stock and warrants, culminating in a full disposition of shares due to a merger.
Summary
- New Enterprise Associates 16, L.P. and its affiliates, acting as a Director and 10% Owner, engaged in multiple transactions involving NeueHealth, Inc. common stock and warrants on October 2, 2025.
- Transactions included the exercise of warrants to acquire 189,195 shares and 372,255 shares of common stock at an exercise price of $0.01 per share.
- A cashless net exercise of warrants resulted in the disposition of 280 shares and 551 shares of common stock at a fair market value of $6.75 per share, based on the closing market price on October 1, 2025.
- All beneficially owned common stock, totaling 1,159,683 shares, was disposed of on October 2, 2025, as part of a merger agreement.
- The disposition was due to a merger where NeueHealth, Inc. became a wholly-owned subsidiary of NH Holdings 2025, Inc., pursuant to an Agreement and Plan of Merger dated December 23, 2024.
- Reporting Persons contributed their shares to NH Holdings 2025 SPV, L.P. in exchange for limited partnership interests, and the shares were subsequently cancelled.
Sentiment
Score: 7
Explanation: The filing reports the completion of a pre-announced merger and the associated disposition of shares by a significant insider, indicating a planned and executed strategic exit for the reporting entity. This is a neutral to positive event for the reporting person as it signifies a successful conclusion to their investment.
Positives
- Successful execution of a pre-announced merger agreement for NeueHealth, Inc., resulting in its transition to a wholly-owned subsidiary.
- New Enterprise Associates 16, L.P. and its affiliates successfully exited their equity position in NeueHealth, Inc. through the merger, converting their holdings into limited partnership interests in the Ultimate Parent.
Negatives
- NeueHealth, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary, which removes its stock from public markets.
Risks
- The company's common stock was cancelled and ceased to exist following the merger, indicating a fundamental change in the investment vehicle for previous shareholders.
Future Outlook
NeueHealth, Inc. will operate as a wholly-owned subsidiary of NH Holdings 2025, Inc. following the merger, and the reporting persons now hold limited partnership interests in the Ultimate Parent.
Management Comments
- The NEA 16 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the NEA 16 Indirect Reporting Persons have no pecuniary interest.
Industry Context
The merger of NeueHealth, Inc. into a wholly-owned subsidiary of NH Holdings 2025, Inc. represents a consolidation event within the healthcare or health technology sector, indicating a strategic shift for the company from public to private ownership.
Comparison to Industry Standards
- NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure | NeueHealth, Inc. transitioned from a publicly traded company to a wholly-owned subsidiary of NH Holdings 2025, Inc. following a merger. | 2025-10-02 | This change eliminates public shareholder governance and integrates the company into the parent entity's corporate structure, altering its corporate governance framework significantly. |
Related Party Transactions
- The reporting persons, who are directors and 10% owners of NeueHealth, Inc., engaged in transactions with the issuer and subsequently contributed their shares to NH Holdings 2025 SPV, L.P. as part of the merger, which constitutes a related party transaction due to their insider status.
Stakeholder Impact
- Shareholders: Public shareholders of NeueHealth, Inc. had their shares cancelled and exchanged for consideration as part of the merger. The reporting persons exchanged their shares for limited partnership interests in the Ultimate Parent.
- Company: NeueHealth, Inc. transitioned from a publicly traded entity to a wholly-owned subsidiary, impacting its operational and governance autonomy.
Next Steps
- NeueHealth, Inc. will continue its operations as a wholly-owned subsidiary of NH Holdings 2025, Inc.
- The reporting persons will maintain their investment through limited partnership interests in NH Holdings 2025 SPV, L.P. instead of direct equity in NeueHealth, Inc.
Key Dates
| Date | Description |
|---|---|
| 2023-08-04 | Date of the original Credit Agreement. |
| 2023-10-02 | Date of Incremental Amendment No. 1 to the Credit Agreement. |
| 2024-04-08 | Date of Incremental Amendment No. 2 to the Credit Agreement. |
| 2024-04-30 | Warrants became exercisable as to 123,729 shares. |
| 2024-06-21 | Date of Amendment No. 3 to the Credit Agreement; Warrants became exercisable as to 1,733 shares. |
| 2024-10-02 | Warrants became exercisable as to 61,865 shares. |
| 2024-10-29 | Date of Amendment No. 4 to the Credit Agreement. |
| 2024-12-23 | Date of the Agreement and Plan of Merger between Issuer, NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc. |
| 2025-09-26 | Warrants became exercisable as to 1,868 shares. |
| 2025-09-30 | Date of the Warrantholders Agreement; Date of Amendment No. 5 to the Credit Agreement. |
| 2025-10-01 | Closing market price of Issuer's common stock was $6.75 per share, used for cashless exercise valuation. |
| 2025-10-02 | Earliest transaction date; Merger of Merger Sub into Issuer completed; Warrants exercised; All common stock disposed of; Warrants became fully exercisable. |
| 2025-10-06 | Signature date of the Form 4 filing. |
| 2030-10-02 | Expiration date for newly acquired warrants (though they were exercised on the same day). |
Keywords
NeueHealth, NEUE, New Enterprise Associates, NEA 16, SEC Form 4, insider transaction, warrant exercise, merger, equity disposition, beneficial ownership, corporate governance
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