Form 4: NeueHealth Director Reports Merger Rollover
Insider Ownership Change Report (Form 4) related to Merger
Carmen Chang, a director and 10% owner of NeueHealth, Inc., reported significant changes in beneficial ownership following the company's merger into a wholly-owned subsidiary.
Summary
- Carmen Chang, a director and 10% owner of NeueHealth, Inc., filed a Form 4 detailing changes in her beneficial ownership of the company's securities on October 2, 2025.
- The changes are primarily a result of a merger where NeueHealth, Inc. became a wholly-owned subsidiary of NH Holdings 2025, Inc. (Parent).
- Pursuant to rollover agreements, shares of Common Stock, Series A Convertible Perpetual Preferred Stock, and Series B Convertible Perpetual Preferred Stock beneficially owned by the reporting person (through various NEA funds) were contributed to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests.
- Following the contribution, all such shares of NeueHealth, Inc. were cancelled and ceased to exist, resulting in zero direct beneficial ownership of NeueHealth, Inc. common stock for the reporting person.
- The filing also reported cashless net exercises of warrants and related tax withholdings, based on a fair market value of $6.75 per share for NeueHealth's common stock on October 1, 2025.
- The reporting person disclaims beneficial ownership of portions of securities held by NEA funds in which she has no pecuniary interest.
Sentiment
Score: 5
Explanation: The sentiment is neutral as this is a factual report of a completed corporate action (merger) and subsequent insider ownership changes, rather than a performance update or strategic announcement with inherent positive or negative implications for the public market.
Positives
- The reporting person, through the NEA funds, maintained an interest in the new private entity by exchanging shares for limited partnership interests in the Ultimate Parent.
Negatives
- NeueHealth, Inc. common stock is no longer publicly traded, as the company has become a wholly-owned subsidiary, eliminating public market liquidity.
- The reporting person's direct beneficial ownership of NeueHealth, Inc. common stock is now zero following the merger and share cancellation.
Risks
- The company's common stock is no longer subject to Section 16 reporting obligations, indicating it is no longer publicly traded, which results in a loss of liquidity and public market access for former shareholders.
Future Outlook
The filing indicates that NeueHealth, Inc. has become a wholly-owned subsidiary, implying it will operate as a private entity. No forward-looking statements regarding its future operations or financial performance as a private company are provided in this Form 4.
Industry Context
This filing reports the completion of a take-private transaction, a common strategy in the healthcare services industry where companies may seek to restructure or achieve strategic objectives away from public market scrutiny. Such transactions often involve private equity firms, like New Enterprise Associates (NEA) funds mentioned, acquiring public companies.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Company Status Change | NeueHealth, Inc. merged into NH Holdings Acquisition 2025, Inc., with NeueHealth surviving as a wholly-owned subsidiary of NH Holdings 2025, Inc. This fundamentally alters its corporate governance from a publicly traded entity to a private one. | October 2, 2025 | Eliminates public reporting requirements and shareholder governance structures, shifting control to the new parent company. |
Related Party Transactions
- The reporting person's shares (held indirectly through NEA funds) were contributed to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests, as part of rollover agreements related to the merger.
- The reporting person is a manager of NEA 16 GP, LLC, NEA 17 GP, LLC, and NEA 18 VGE GP, LLC, which are general partners of the NEA funds that directly beneficially owned the securities involved in the transactions.
Stakeholder Impact
- Shareholders: Public shareholders of NeueHealth, Inc. no longer hold shares in the company, as it has become a wholly-owned subsidiary. Their shares were likely acquired or converted as part of the merger consideration.
- Reporting Person (Carmen Chang) and NEA Funds: Their equity interest in NeueHealth, Inc. has been converted into limited partnership interests in the Ultimate Parent, maintaining an investment in the new private entity.
Next Steps
- The company will operate as a wholly-owned subsidiary of NH Holdings 2025, Inc.
- The reporting person will hold limited partnership interests in NH Holdings 2025 SPV, L.P. in lieu of direct equity in NeueHealth, Inc.
Key Dates
| Date | Description |
|---|---|
| August 4, 2023 | Date of the original Credit Agreement. |
| August 29, 2023 | Date when 828,395 warrants became exercisable. |
| September 18, 2023 | Date when 552,263 warrants became exercisable. |
| October 2, 2023 | Date of Incremental Amendment No. 1 to the Credit Agreement. |
| November 1, 2023 | Date when 100,606 warrants became exercisable. |
| December 20, 2023 | Date when 175,525 warrants became exercisable. |
| December 23, 2024 | Date of the Agreement and Plan of Merger. |
| April 8, 2024 | Date of Incremental Amendment No. 2 to the Credit Agreement. |
| April 30, 2024 | Date when 123,729 warrants and 371,187 warrants became exercisable. |
| June 21, 2024 | Date of Amendment No. 3 to the Credit Agreement and when 1,733 warrants and 28,399 warrants became exercisable. |
| October 2, 2024 | Date when 61,865 warrants and 185,595 warrants became exercisable. |
| October 29, 2024 | Date of Amendment No. 4 to the Credit Agreement. |
| September 26, 2025 | Date when 1,868 warrants and 22,355 warrants became exercisable. |
| September 30, 2025 | Date of the Warrantholders Agreement and Amendment No. 5 to the Credit Agreement. |
| October 1, 2025 | Date used for determining the fair market value of common stock ($6.75 per share) for cashless warrant exercises. |
| October 2, 2025 | Earliest transaction date reported; effective date of the merger; date when warrants became fully exercisable. |
| October 6, 2025 | Date the Form 4 was filed. |
| October 2, 2030 | Expiration date for certain warrants. |
Keywords
NeueHealth, NEUE, Form 4, Merger, Acquisition, Beneficial Ownership, Insider Transaction, Rollover Agreement, Private Equity, New Enterprise Associates, Carmen Chang
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