Form 4: NeueHealth CFO Rolls Over Equity in Merger

NeueHealth CFO Jay Matushak exchanged his equity holdings for units in the acquiring entity following the company's merger.

Summary

• Jay Matushak, Chief Financial Officer of NeueHealth, Inc. (NEUE), reported changes in beneficial ownership following a merger.
• On October 2, 2025, NH Holdings 2025, Inc. ('Buyer') acquired NeueHealth, Inc. pursuant to a Merger Agreement dated December 23, 2024.
• NeueHealth, Inc. merged with and into NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Buyer, with NeueHealth surviving as a wholly-owned subsidiary of Buyer.
• Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.
• Matushak contributed 40,431 shares of NeueHealth common stock, Series A Convertible Perpetual Preferred Stock, and Series B Convertible Perpetual Preferred Stock to NH Holdings 2025 SPV, L.P. ('Holdings').
• In exchange, Matushak received Holdings common units, series A preferred units, and series B preferred units on a one-for-one basis, effective as of the merger's effective time.
• Following this rollover, Matushak's direct beneficial ownership of NeueHealth common stock is 0 shares.
• Outstanding Restricted Stock Units (RSUs) totaling 180,000, 48,000, and 6,340 were assumed and adjusted into RSUs of the Parent company (NH Holdings 2025, Inc.).
• These adjusted RSUs continue to be subject to the same terms and vesting schedules as the original Issuer RSUs, with vesting dates including 10/11/26, and annual installments beginning 3/11/25 and 3/6/24.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider transaction resulting from a merger, which is a neutral event in itself. The rollover of equity by the CFO is a standard practice in such acquisitions, indicating continuity rather than a positive or negative operational outcome.

Positives

• The rollover of equity by the Chief Financial Officer into the acquiring entity's units demonstrates continued alignment of management's interests with the new ownership structure.
• The assumption and adjustment of Restricted Stock Units by the Parent company ensures continuity of equity incentives for the CFO under the new corporate structure.

Negatives

• Direct beneficial ownership of NeueHealth, Inc. common stock by the CFO is now zero, reflecting the company's acquisition and delisting.

Future Outlook

The filing indicates the completion of the merger of NeueHealth, Inc. into a wholly-owned subsidiary of NH Holdings 2025, Inc., which is indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. This signifies a change in corporate ownership and structure.

Industry Context

This filing reflects a specific corporate acquisition within the healthcare or health technology sector, where private equity firms often acquire publicly traded companies to take them private, restructure, or integrate them into larger portfolios. The rollover of management equity is a common practice in such transactions to retain key personnel and align their incentives with the new ownership.

Related Party Transactions

• Jay Matushak, as the Reporting Person, entered into a Rollover Agreement with NH Holdings 2025 SPV, L.P., NH Holdings 2025, Inc., and NH Holdings Acquisition 2025, Inc., entities involved in the acquisition of NeueHealth, Inc. This transaction involved the exchange of his equity in NeueHealth for units in the acquiring entity.

Stakeholder Impact

• Shareholders of NeueHealth, Inc. were acquired as part of the merger, with their shares likely converted into cash or other consideration as per the Merger Agreement.
• Jay Matushak, as a key executive, continues to hold an equity interest in the new parent entity, aligning his incentives with the new ownership.

Key Dates

Keywords

NeueHealth, NEUE, Merger, Acquisition, Form 4, Insider Transaction, Equity Rollover, Restricted Stock Units, New Enterprise Associates, CFO