Form 4: NeueHealth Director's Holdings Shift Post-Merger
Insider Ownership Change (Merger Related)
Scott D. Sandell's indirect beneficial ownership in NeueHealth, Inc. changed significantly following the company's merger into a wholly-owned subsidiary on October 2, 2025.
Summary
- Scott D. Sandell, a Director and 10% Owner of NeueHealth, Inc., reported significant changes in his indirect beneficial ownership of the company's securities on October 2, 2025.
- These changes were a direct result of a merger where NeueHealth, Inc. became a wholly-owned subsidiary of NH Holdings 2025, Inc. (Parent).
- 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 this contribution, the original shares of NeueHealth, Inc. were cancelled and ceased to exist.
- The filing also details the cashless net exercise of warrants, where shares were surrendered to the Issuer based on a fair market value of $6.75 per share.
Sentiment
Score: 5
Explanation: The filing is a factual report of insider transactions following a major corporate event (merger). It does not contain forward-looking statements or operational results that would typically influence sentiment, but rather details the mechanics of ownership change post-merger.
Positives
- The cashless net exercise of warrants allowed for the realization of value at a fair market value of $6.75 per share for the warrant holders.
- The reporting person exchanged their equity interests in NeueHealth for limited partnership interests in the Ultimate Parent, indicating continued participation in the merged entity's future.
Negatives
- All beneficially owned shares of NeueHealth Common Stock, Series A Preferred Stock, and Series B Preferred Stock were cancelled as part of the merger.
- NeueHealth, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary.
Risks
- The reporting person's direct exposure to NeueHealth, Inc. common stock has been eliminated due to the merger and conversion to limited partnership interests.
- Future value realization for the reporting person is now tied to the performance of the Ultimate Parent and the terms of the limited partnership interests, which may differ from direct public equity ownership.
Future Outlook
Certain warrants issued pursuant to the Warrantholders Agreement and Credit Agreement have an expiration date of October 2, 2030.
Industry Context
The merger of NeueHealth, Inc. into a wholly-owned subsidiary reflects a significant corporate restructuring, potentially indicating consolidation or a strategic shift within the healthcare or health technology industry. Such moves often aim to streamline operations, achieve synergies, or transition to a private ownership structure for long-term strategic development away from public market pressures.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure | NeueHealth, Inc. became a wholly-owned subsidiary of NH Holdings 2025, Inc. following the merger, fundamentally altering its corporate governance as it is no longer an independent public entity. | 10/02/2025 | This change removes NeueHealth from public market scrutiny and reporting requirements, centralizing control under the new parent entity. |
Related Party Transactions
- The transactions involve the reporting person's indirect beneficial ownership through various New Enterprise Associates (NEA) funds (NEA 15, NEA 15-OF, NEA 16, NEA 17, NEA 18 VGE), which are managed by entities where the reporting person is a manager.
- The merger involved the contribution of securities to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests, indicating a transaction between entities with pre-existing relationships or common control.
Stakeholder Impact
- Shareholders of NeueHealth, Inc. (including the reporting person's indirect holdings) had their shares cancelled and exchanged for limited partnership interests in the Ultimate Parent as part of the merger, effectively delisting the company's public shares.
Key Dates
| Date | Description |
|---|---|
| 08/04/2023 | Date of the original Credit Agreement. |
| 08/29/2023 | Warrants became exercisable as to 828,395 shares. |
| 09/18/2023 | Warrants became exercisable as to 552,263 shares. |
| 10/02/2023 | Date of Incremental Amendment No. 1 to the Credit Agreement. |
| 11/01/2023 | Warrants became exercisable as to 100,606 shares. |
| 12/20/2023 | Warrants became exercisable as to 175,525 shares. |
| 04/08/2024 | Date of Incremental Amendment No. 2 to the Credit Agreement. |
| 04/30/2024 | Warrants became exercisable as to 123,729 shares (Note 8) and 371,187 shares (Note 14). |
| 06/21/2024 | Date of Amendment No. 3 to the Credit Agreement. Warrants became exercisable as to 1,733 shares (Note 8) and 28,399 shares (Note 14). |
| 10/02/2024 | Warrants became exercisable as to 61,865 shares (Note 8) and 185,595 shares (Note 14). |
| 10/29/2024 | Date of Amendment No. 4 to the Credit Agreement. |
| 12/23/2024 | Date of the Agreement and Plan of Merger. |
| 09/26/2025 | Warrants became exercisable as to 1,868 shares (Note 8) and 22,355 shares (Note 14). |
| 09/30/2025 | Date of Warrantholders Agreement and Amendment No. 5 to the Credit Agreement. |
| 10/01/2025 | Closing market price of Issuer's common stock was $6.75 per share, used for cashless exercise. |
| 10/02/2025 | Date of earliest transaction; Merger effective date where Merger Sub merged into the Issuer; Warrants became fully exercisable. |
| 10/06/2025 | Date of filing. |
| 10/02/2030 | Expiration date for certain warrants. |
Keywords
NeueHealth, NEUE, Form 4, insider ownership, merger, beneficial ownership, private equity, New Enterprise Associates, Scott D. Sandell, warrants, preferred stock, corporate restructuring
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