Form 4: NeueHealth Director Adkins Rolls Over Shares in Merger

NeueHealth Director Kedrick D. Adkins, Jr. exchanged his shares for units in the acquiring private entity following the company's merger.

Summary

• Kedrick D. Adkins, Jr., a Director of NeueHealth, Inc., reported a change in beneficial ownership.
• On October 2, 2025, NH Holdings 2025, Inc. ('Parent') acquired NeueHealth, Inc. ('Issuer') through a merger, making the Issuer a wholly-owned subsidiary of Parent.
• Parent and its subsidiary, NH Holdings Acquisition 2025, Inc., are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.
• Pursuant to a Rollover Agreement dated August 19, 2025, Mr. Adkins contributed his 16,443 shares of Issuer 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, Mr. Adkins 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 completion.
• Following this transaction, Mr. Adkins' direct beneficial ownership of NeueHealth, Inc. common stock is 0 shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While the director no longer holds direct shares in the public entity, the rollover agreement allowed him to maintain an equity stake in the new private structure, indicating a planned and orderly transition as part of a larger corporate transaction.

Positives

• The reporting person, Kedrick D. Adkins, Jr., maintained an equity interest in the combined entity through a rollover of shares into units of the acquiring company's parent.
• The merger signifies a strategic transaction for NeueHealth, Inc., transitioning it to a wholly-owned subsidiary under private investment funds.

Negatives

• Kedrick D. Adkins, Jr. no longer directly beneficially owns shares of NeueHealth, Inc. common stock, which is now a private entity.

Future Outlook

The filing confirms the completion of the merger, resulting in NeueHealth, Inc. becoming a wholly-owned subsidiary of NH Holdings 2025, Inc., which is controlled by private investment funds. No specific forward-looking statements regarding the operational or financial performance of the new entity are provided.

Industry Context

This transaction represents a private equity acquisition, a common strategy in the healthcare sector for companies seeking to restructure, expand, or optimize operations outside of public market scrutiny. The involvement of New Enterprise Associates, Inc. affiliated funds indicates a strategic investment by a prominent venture capital firm.

Related Party Transactions

• The Rollover Agreement between the Reporting Person (a Director of the Issuer) and the acquiring entities (controlled by private investment funds) constitutes a related party transaction, facilitating the exchange of the director's equity in the acquired company for units in the new private structure.

Stakeholder Impact

• Shareholders of NeueHealth, Inc. (prior to the merger) would have received consideration for their shares as part of the acquisition.
• The reporting person, a director, transitioned his equity interest from public shares to private units, maintaining a stake in the new entity.

Key Dates

Keywords

NeueHealth, Merger, Form 4, Insider Transaction, Rollover Agreement, Private Equity, New Enterprise Associates, Beneficial Ownership