Form 4: NeueHealth Director Manders Rolls Over Shares Post-Merger

NeueHealth Director Matthew G. Manders exchanged his shares for units in the acquiring entity following the company's merger into a private subsidiary.

Summary

• Matthew G. Manders, a Director of NeueHealth, Inc. (NEUE), reported a change in beneficial ownership of the company's securities.
• The change occurred on October 2, 2025, as part of the acquisition of NeueHealth by NH Holdings 2025, Inc. ("Parent"), pursuant to a Merger Agreement dated December 23, 2024.
• NeueHealth merged with and into NH Holdings Acquisition 2025, Inc. ("Merger Sub"), a wholly-owned subsidiary of Parent, with NeueHealth surviving as a wholly-owned subsidiary of Parent.
• Manders 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 for his NeueHealth shares, Manders received 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.
• Following this transaction, Manders directly beneficially owns 0 shares of NeueHealth Common Stock.
• Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.

Sentiment

Score: 5

Explanation: The filing reports a planned and executed corporate merger and a director's equity rollover, which are factual events and do not inherently carry positive or negative sentiment from the perspective of this reporting document.

Positives

• The filing confirms the successful completion of the merger of NeueHealth, Inc. into a wholly-owned subsidiary of NH Holdings 2025, Inc.
• Director Matthew G. Manders participated in a structured rollover of his equity into the acquiring entity, aligning his interests with the new private ownership structure.

Negatives

• NeueHealth, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of NH Holdings 2025, Inc., which means its shares are no longer publicly available for trading.

Future Outlook

NeueHealth, Inc. is now a wholly-owned subsidiary of NH Holdings 2025, Inc., which is indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc., indicating a transition to private ownership and strategic direction under the new parent company.

Industry Context

The acquisition of NeueHealth by private investment funds affiliated with New Enterprise Associates, Inc. aligns with broader industry trends where private equity firms acquire public companies to drive strategic changes, optimize operations, or achieve growth objectives outside the scrutiny of public markets.

Corporate Governance

Related Party Transactions

• The Rollover Agreement, dated August 14, 2025, was entered into by the Reporting Person (Matthew G. Manders) and NH Holdings 2025 SPV, L.P., NH Holdings 2025, Inc., and NH Holdings Acquisition 2025, Inc., detailing the exchange of Manders' shares for units in the acquiring entity.

Stakeholder Impact

• Shareholders: Public shareholders of NeueHealth, Inc. would have received consideration for their shares as part of the merger, and the company is no longer publicly traded.
• Director (Matthew G. Manders): His equity interest in NeueHealth, Inc. has been converted into units in the new private holding company, aligning his interests with the new ownership structure.
• Employees: The merger could lead to changes in corporate strategy and operations, potentially impacting employees, though not explicitly detailed in this filing.

Next Steps

• Integration of NeueHealth, Inc. as a wholly-owned subsidiary into NH Holdings 2025, Inc.
• Strategic direction and operational changes under the new private ownership.

Key Dates

Keywords

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