Form 4: NEA 18 VGE Exits Direct NeueHealth Ownership Post-Merger

NEA 18 Venture Growth Equity, L.P. reported the disposition of all its direct beneficial ownership in NeueHealth, Inc. common and preferred stock following the company's merger into a wholly-owned subsidiary.

Summary

• NEA 18 Venture Growth Equity, L.P. (NEA 18 VGE), a 10% owner and director of NeueHealth, Inc. (NEUE), reported significant changes in its beneficial ownership.
• On October 2, 2025, NeueHealth, Inc. merged with and into NH Holdings Acquisition 2025, Inc. (Merger Sub), with NEUE surviving as a wholly-owned subsidiary of NH Holdings 2025, Inc. (Parent).
• Prior to the merger, NEA 18 VGE contributed all its shares of NEUE Common Stock, Series A Convertible Perpetual Preferred Stock, and Series B Convertible Perpetual Preferred Stock to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests in Ultimate Parent.
• Following this contribution, all such shares of NEUE Common Stock, Series A Preferred Stock, and Series B Preferred Stock were cancelled and ceased to exist.
• This resulted in NEA 18 VGE, and its indirect reporting persons, no longer having direct beneficial ownership of NeueHealth, Inc. securities.
• The filing also details the cashless net exercise of warrants, where 2,455 shares and 900 shares were surrendered based on a fair market value of $6.75 per share.
• New warrants for 124,085 shares were acquired at a $0.01 exercise price, becoming fully exercisable on October 2, 2025, and expiring on October 2, 2030. These were also subsequently disposed of as part of the merger.
• Series A Preferred Stock had a liquidation preference of $1,000 per share and was convertible into common stock at approximately $4.55 per share.
• Series B Preferred Stock had a liquidation preference of $1,000 per share and was convertible into common stock at approximately $1.4169 per share.

Sentiment

Score: 5

Explanation: The filing reports the disposition of direct beneficial ownership by NEA 18 Venture Growth Equity, L.P. in NeueHealth, Inc. due to a merger where NeueHealth became a wholly-owned subsidiary. The reporting person exchanged their shares for limited partnership interests in the Ultimate Parent, indicating a continuation of their investment in a different form, making the sentiment neutral regarding their overall investment.

Positives

• The reporting person exchanged their direct equity in NeueHealth for limited partnership interests in the Ultimate Parent, indicating a continued, albeit indirect, investment in the combined entity.
• The cashless net exercise of warrants at a fair market value of $6.75 per share indicates a realized value for those derivatives.

Negatives

• The reporting person, NEA 18 Venture Growth Equity, L.P., no longer holds direct beneficial ownership of NeueHealth, Inc. common or preferred stock.
• All previously held shares of NeueHealth, Inc. were cancelled as part of the merger.

Risks

• The reporting person's investment structure has changed from direct equity ownership in a publicly traded company to limited partnership interests in a private entity (Ultimate Parent), which may affect liquidity and valuation transparency.
• The cancellation of shares means former direct shareholders of NeueHealth, Inc. no longer hold equity in the original public entity.

Future Outlook

The filing does not provide a future outlook for NeueHealth, Inc. It reports past transactions related to a merger where the company became a wholly-owned subsidiary.

Industry Context

The filing indicates a significant corporate restructuring event (a merger) for NeueHealth, Inc., where it became a wholly-owned subsidiary. This is a common strategy in the healthcare industry for consolidation or private equity takeovers, aiming for operational efficiencies or strategic repositioning.

Related Party Transactions

• The transactions involve NEA 18 Venture Growth Equity, L.P., which is a 10% owner and director of NeueHealth, Inc.
• The merger involved NeueHealth, Inc., NH Holdings 2025, Inc. (Parent), NH Holdings Acquisition 2025, Inc. (Merger Sub), and NH Holdings 2025 SPV, L.P. (Ultimate Parent), all of which are related parties in the context of the merger and the subsequent restructuring of ownership.
• Rollover agreements were entered into between certain Reporting Persons and Ultimate Parent, Parent, and Merger Sub.

Stakeholder Impact

• Shareholders of NeueHealth, Inc.: Their shares were cancelled as part of the merger, indicating they would have received consideration (cash or shares in the acquiring entity) as per the merger agreement, though this filing only details the reporting person's specific rollover.
• NEA 18 Venture Growth Equity, L.P. (Reporting Person): No longer holds direct equity in NeueHealth, Inc. but now holds limited partnership interests in the Ultimate Parent, changing the nature of their investment.

Key Dates

Keywords

NeueHealth, NEUE, SEC Form 4, beneficial ownership, merger, private equity, venture capital, NEA 18 Venture Growth Equity, stock cancellation, preferred stock, warrants, insider transaction