Form 4: NeueHealth Director's Shares Rolled Over in Merger

NeueHealth Director Linda R Gooden reported the disposition of 16,443 common shares, Series A, and Series B Preferred Stock, which were contributed to NH Holdings 2025 SPV, L.P. in exchange for units as part of a merger effective October 2, 2025.

Summary

• Linda R Gooden, a Director of NeueHealth, Inc. (NEUE), reported a change in beneficial ownership.
• On October 2, 2025, 16,443 shares of NeueHealth Common Stock were disposed of.
• This disposition was part of a merger where NH Holdings 2025, Inc. ("Parent") acquired NeueHealth, Inc.
• The merger was executed under an Agreement and Plan of Merger dated December 23, 2024.
• As part of a Rollover Agreement dated August 11, 2025, Ms. Gooden contributed her 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, she received 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.
• Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.
• Following these transactions, Ms. Gooden beneficially owns 0 shares of NeueHealth, Inc. common stock directly.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider transaction related to a merger and does not inherently convey positive or negative sentiment regarding the company's operational performance or future prospects. It simply documents a change in beneficial ownership as a result of a corporate event.

Positives

• The transaction indicates the successful completion of the merger, providing a clear path forward for the company under new ownership.
• The rollover agreement allows the director to maintain an equity interest in the acquiring entity, aligning her incentives with the new ownership structure.

Negatives

• The disposition of shares means the director no longer directly holds equity in the publicly traded NeueHealth, Inc., which has now become a wholly-owned subsidiary.

Future Outlook

The filing does not provide forward-looking statements or guidance, as it is a report of a completed insider transaction related to a merger.

Industry Context

This transaction reflects a common outcome in private equity-backed mergers and acquisitions, where existing management or directors may roll over their equity into the new private entity. The acquisition by entities affiliated with New Enterprise Associates, Inc. indicates a strategic move by a private investment fund to take NeueHealth private, potentially to restructure or grow the company away from public market scrutiny.

Related Party Transactions

• The Rollover Agreement involves the reporting person (Linda R Gooden) and entities (NH Holdings 2025 SPV, L.P., NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc.) that are part of the acquiring group, which are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. This constitutes a transaction between the director and the acquiring entity.

Stakeholder Impact

• Shareholders: Public shareholders of NeueHealth, Inc. would have had their shares acquired as part of the merger, ceasing to be shareholders of a publicly traded entity. The director, as a shareholder, exchanged her shares for units in the new private entity.

Key Dates

Keywords

NeueHealth, NEUE, Form 4, Insider Transaction, Merger, Acquisition, Rollover Agreement, New Enterprise Associates, Director, Beneficial Ownership