Form 4: NeueHealth Director Reports Share Disposition Post-Merger
Insider Transaction Report
Manuel Kadre, a director of NeueHealth, Inc., reported the disposition of all his direct and indirect common stock holdings following the company's merger into a subsidiary of NH Holdings 2025, Inc. and a subsequent rollover agreement.
Summary
- Manuel Kadre, a Director of NeueHealth, Inc. (NEUE), reported changes in his beneficial ownership of the company's securities.
- On October 2, 2025, NH Holdings 2025, Inc. ("Parent") acquired NeueHealth, Inc. pursuant to a Merger Agreement dated December 23, 2024, resulting in NeueHealth becoming a wholly-owned subsidiary of Parent.
- As part of the merger, Manuel Kadre disposed of 29,755 shares of Common Stock held directly.
- Additionally, 3,750 shares of Common Stock held indirectly through Kadre Family Partnership, L.P., were also disposed of.
- These dispositions occurred because Manuel Kadre contributed his 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 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.
Sentiment
Score: 5
Explanation: The filing is a mandatory report of a completed transaction (merger and rollover) and does not inherently convey positive or negative sentiment regarding the company's ongoing performance or future prospects. It is a neutral, factual disclosure.
Industry Context
This filing reflects a common outcome in corporate mergers where a publicly traded company is acquired and taken private, leading to changes in beneficial ownership for insiders who may roll over their equity into the new private entity.
Related Party Transactions
- Manuel Kadre's indirect beneficial ownership was held through Kadre Family Partnership, L.P., a family limited partnership of which he is the general partner.
Stakeholder Impact
- Shareholders of NeueHealth, Inc. had their shares acquired by NH Holdings 2025, Inc. as part of the merger.
- Manuel Kadre, as a director and former shareholder, transitioned his equity interest in NeueHealth, Inc. into units of NH Holdings 2025 SPV, L.P. through a rollover agreement.
Key Dates
| Date | Description |
|---|---|
| 12/23/2024 | Date of the Agreement and Plan of Merger between NeueHealth, Inc., NH Holdings 2025, Inc., and NH Holdings Acquisition 2025, Inc. |
| 09/09/2025 | Date of the Rollover Agreement between NH Holdings 2025 SPV, L.P., NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc., and Manuel Kadre. |
| 10/02/2025 | Date of the earliest transaction, when NH Holdings 2025, Inc. acquired NeueHealth, Inc. and Manuel Kadre's shares were disposed of and rolled over. |
| 10/06/2025 | Date the Form 4 was signed by Eric Halverson for Manuel Kadre, Attorney-in-Fact. |
Keywords
SEC Form 4, Insider Transaction, Merger, Acquisition, Beneficial Ownership, NeueHealth Inc., NEUE, Manuel Kadre, Rollover Agreement, Common Stock
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.