Form 4: NeueHealth Director's Post-Merger Equity Rollover

Stephen Kraus, a director of NeueHealth, Inc., reported the disposition of common and preferred stock following the company's acquisition by NH Holdings 2025, Inc. and a subsequent equity rollover.

Summary

• Stephen Kraus, a director of NeueHealth, Inc. (NEUE), reported changes in beneficial ownership following the company's acquisition.
• On October 2, 2025, NH Holdings 2025, Inc. ("Buyer"), indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc., acquired NeueHealth, Inc. through a merger.
• Kraus 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 Holdings common, Series A, and Series B preferred units on a one-for-one basis.
• This transaction resulted in the direct disposition of 16,443 shares of Common Stock and 0 shares of Series B Convertible Perpetual Preferred Stock by Kraus, with his ownership transitioning to indirect holdings in the new private entity.
• Other entities, including Bessemer Venture Partners funds and 15 Angels II LLC, also contributed significant shares of Common Stock and Series B Preferred Stock to Holdings as part of the rollover.

Sentiment

Score: 6

Explanation: The filing reports a completed corporate action (merger and rollover) which is generally a neutral to positive event for the company's trajectory, especially with continued insider investment in the new private structure. It doesn't contain negative news, but rather a factual report of a structural change.

Positives

• The merger indicates a successful acquisition of NeueHealth, Inc., likely at a premium for public shareholders.
• Stephen Kraus's rollover of equity into the acquiring entity suggests continued confidence in the company's future under private ownership.

Negatives

• NeueHealth, Inc. ceased to be a publicly traded entity, becoming a wholly-owned subsidiary of NH Holdings 2025, Inc.
• Public shareholders were bought out, losing direct investment access to NeueHealth.

Risks

• The filing details complex conversion and redemption terms for Series B Preferred Stock, which could introduce financial complexities for the new private entity.
• The company is now privately held, reducing transparency and public oversight compared to its previous status as a publicly traded entity.

Future Outlook

The filing does not provide specific forward-looking statements or guidance for the newly privatized entity. It primarily reports a completed transaction.

Industry Context

This transaction represents a take-private acquisition of a healthcare technology company by private investment funds, a common strategy in the industry to allow for long-term strategic development away from public market pressures and quarterly reporting cycles. The involvement of New Enterprise Associates, Inc. highlights continued private equity interest in the healthcare sector.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Stephen Kraus, as a director, entered into a Rollover Agreement with NH Holdings 2025 SPV, L.P. and NH Holdings 2025, Inc., contributing his shares in exchange for units in the acquiring entity.

Stakeholder Impact

• Public shareholders of NeueHealth, Inc. were bought out as the company became a wholly-owned subsidiary, losing their direct equity stake.
• Stephen Kraus, a director, transitioned his equity ownership from the public company to units in the new private holding entity, maintaining a stake in the company's future.
• The company's employees and operations are now under the strategic direction of private equity ownership, potentially leading to operational changes or new strategic initiatives.

Next Steps

• The filing does not explicitly detail future actions or milestones for the newly privatized entity. The reporting person's next steps would involve their role and ownership within the private structure.

Key Dates

Keywords

NeueHealth, NEUE, SEC Form 4, Insider Transaction, Merger, Acquisition, Equity Rollover, Stephen Kraus, New Enterprise Associates, Private Equity, Beneficial Ownership, Corporate Governance