Form 4: NeueHealth Director Rolls Over Equity in Merger

Andrew Slavitt, a director of NeueHealth, Inc., rolled over his equity holdings into the acquiring entity, NH Holdings 2025, Inc., as part of a merger completed on October 2, 2025.

Summary

• Andrew M. Slavitt, a director of NeueHealth, Inc. (NEUE), reported the disposition of his beneficial ownership in the company's securities.
• The transactions occurred on October 2, 2025, as part of a merger where NH Holdings 2025, Inc. acquired NeueHealth, Inc.
• Slavitt disposed of 18,529 shares of Common Stock directly.
• He also disposed of 5,625 shares of Common Stock indirectly through Slavitt Holdings LLC.
• An additional 52,968 shares of Common Stock were disposed of indirectly through Town Hall Ventures LP.
• Furthermore, 30,687 shares of Common Stock and 4,200 shares of Series B Convertible Perpetual Preferred Stock were disposed of indirectly through Town Hall Ventures II LP.
• These dispositions were not sales for cash but a 'rollover' of equity, where Slavitt contributed his shares to NH Holdings 2025 SPV, L.P. in exchange for equivalent units in Holdings, effective at the time of the merger.
• NeueHealth, Inc. survived the merger as a wholly-owned subsidiary of NH Holdings 2025, Inc., which is indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.

Sentiment

Score: 7

Explanation: The sentiment is positive as the filing confirms the successful completion of a merger, a significant strategic event, and indicates continued insider alignment through an equity rollover into the acquiring entity.

Positives

• The successful completion of the merger, indicating a definitive strategic outcome for NeueHealth, Inc.
• Andrew Slavitt's continued involvement and alignment with the new ownership structure through the rollover of his equity into the acquiring entity.

Negatives

• NeueHealth, Inc. is no longer a publicly traded entity in its original form, becoming a wholly-owned subsidiary.

Future Outlook

The filing confirms the completion of the merger and the subsequent equity rollover by a director, indicating the company's transition to a privately held subsidiary. No forward-looking statements regarding the operational or financial performance of the surviving entity were provided.

Industry Context

This transaction reflects a broader trend of private equity firms acquiring publicly traded companies, often to restructure or integrate them into larger portfolios, particularly in sectors like healthcare technology or services. The involvement of New Enterprise Associates, Inc. affiliated funds highlights continued private investment interest in the healthcare sector.

Related Party Transactions

• Andrew M. Slavitt, a director, entered into a Rollover Agreement with the acquiring entities (NH Holdings 2025 SPV, L.P., NH Holdings 2025, Inc., and NH Holdings Acquisition 2025, Inc.) to contribute his shares in exchange for units in the acquiring structure. This constitutes a transaction between a related party (director) and the entities involved in the acquisition.

Stakeholder Impact

• Shareholders of NeueHealth, Inc. (NEUE) would have received consideration as part of the merger, leading to the delisting of the company's public shares.
• Employees of NeueHealth, Inc. are now part of a privately held subsidiary under new ownership, potentially experiencing changes in corporate culture or strategic direction.

Key Dates

Keywords

NeueHealth, NEUE, Andrew Slavitt, Form 4, Insider Transaction, Merger, Acquisition, Equity Rollover, Private Equity, New Enterprise Associates