Form 4: NeueHealth Director Immelt Reports Share Rollover Post-Merger

Jeffrey R. Immelt, a director of NeueHealth, Inc., reported the disposition of 23,918 common shares following the company's acquisition by NH Holdings 2025, Inc. and a subsequent rollover into the acquiring entity.

Summary

• Jeffrey R. Immelt, a director of NeueHealth, Inc. (NEUE), reported a change in beneficial ownership.
• On October 2, 2025, Immelt disposed of 23,918 shares of NeueHealth common stock.
• This transaction resulted in Immelt holding 0 direct beneficial shares of NeueHealth common stock.
• The disposition was part of a merger where NH Holdings 2025, Inc. acquired NeueHealth, Inc. pursuant to an Agreement and Plan of Merger dated December 23, 2024.
• NeueHealth, Inc. survived the merger as a wholly-owned subsidiary of NH Holdings 2025, Inc.
• Immelt's shares, including common stock, Series A Convertible Perpetual Preferred Stock, and Series B Convertible Perpetual Preferred Stock, were contributed to NH Holdings 2025 SPV, L.P. in exchange for Holdings common units, series A preferred units, and series B preferred units on a one-for-one basis, effective at the time of the merger.
• The rollover agreement was dated September 23, 2025.
• NH Holdings 2025, Inc. and its Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.

Sentiment

Score: 5

Explanation: The filing is a factual report of a director's share disposition and rollover following a merger, indicating a change in corporate structure rather than operational performance. It is neutral in terms of company-specific financial results.

Positives

• Director Jeffrey R. Immelt rolled over his equity in NeueHealth into the acquiring entity, NH Holdings 2025 SPV, L.P., indicating continued alignment with the new ownership structure.

Negatives

• NeueHealth, Inc. ceased to be a publicly traded entity in its original form following the merger, which may impact public shareholders.

Risks

• Public shareholders of NeueHealth, Inc. no longer hold shares in the original public entity as it has become a wholly-owned subsidiary of NH Holdings 2025, Inc.

Future Outlook

The filing reports a completed merger and a director's share disposition/rollover, providing no forward-looking statements or guidance regarding the company's future operational or financial performance.

Industry Context

The acquisition of NeueHealth, Inc. by private investment funds affiliated with New Enterprise Associates, Inc. aligns with a broader industry trend where private equity firms acquire public companies, often to take them private for strategic restructuring or long-term growth away from public market pressures.

Management Changes

Corporate Governance

Related Party Transactions

• Jeffrey R. Immelt, a director, entered into a Rollover Agreement dated September 23, 2025, to contribute his shares of NeueHealth, Inc. common stock and preferred stock to NH Holdings 2025 SPV, L.P. in exchange for units in Holdings, effective with the merger.

Stakeholder Impact

• Shareholders: Public shareholders of NeueHealth, Inc. no longer hold shares in the original public entity as it has become a wholly-owned subsidiary.
• Management/Directors: Jeffrey R. Immelt, a director, has transitioned his equity interest into the new private ownership structure of the acquiring entity.

Key Dates

Keywords

NeueHealth, NEUE, Jeffrey Immelt, Form 4, insider transaction, merger, acquisition, beneficial ownership, private equity, New Enterprise Associates, rollover agreement