Form 4: NeueHealth Director Discloses Merger-Related Share Exchange

NeueHealth Director Robert J. Sheehy reported the disposition of his shares in NeueHealth, Inc. as part of a merger where the company became a wholly-owned subsidiary of NH Holdings 2025, Inc.

Summary

• Robert J. Sheehy, a Director of NeueHealth, Inc. (NEUE), reported changes in his beneficial ownership.
• On October 2, 2025, NH Holdings 2025, Inc. ('Buyer') acquired NeueHealth, Inc. through a merger, making NeueHealth a wholly-owned subsidiary of Buyer.
• As part of this merger, Sheehy contributed his 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, Sheehy received Holdings common units, series A preferred units, and series B preferred units on a one-for-one basis.
• Following these transactions, Sheehy beneficially owns 0 shares of NeueHealth, Inc. common stock directly and indirectly.

Sentiment

Score: 5

Explanation: The filing is a factual report of a merger and subsequent share exchange by a director, indicating a neutral sentiment as it reports a planned corporate action rather than new financial performance or strategic initiatives.

Positives

• The planned merger of NeueHealth, Inc. into NH Holdings Acquisition 2025, Inc. was completed on October 2, 2025, as per the Agreement and Plan of Merger dated December 23, 2024.

Negatives

• The disposition of all common stock and preferred stock by Director Robert J. Sheehy in NeueHealth, Inc. reflects the company's transition to a wholly-owned subsidiary, meaning public shareholders no longer hold direct equity in NeueHealth.

Future Outlook

The filing reports a completed corporate action and does not provide forward-looking statements or guidance for NeueHealth, Inc. as it is now a wholly-owned subsidiary.

Industry Context

This filing reports a specific corporate action (merger/acquisition) and its effect on an insider's holdings, rather than providing broader industry context or trends.

Corporate Governance

Related Party Transactions

• Director Robert J. Sheehy contributed his shares of NeueHealth, Inc. to NH Holdings 2025 SPV, L.P. in exchange for units, as part of a Rollover Agreement related to the merger. NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc. are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.

Stakeholder Impact

• Shareholders of NeueHealth, Inc. had their shares acquired as part of the merger, receiving units in NH Holdings 2025 SPV, L.P. in exchange.
• Director Robert J. Sheehy's direct and indirect beneficial ownership of NeueHealth, Inc. common stock became zero following the merger and share exchange.

Key Dates

Keywords

NeueHealth, NEUE, Form 4, Insider Transaction, Beneficial Ownership, Merger, Acquisition, Robert J. Sheehy, Director, Equity Exchange, Private Equity, New Enterprise Associates