Form 4: NeueHealth EVP Converts Equity Post-Merger

Tomas Orozco, EVP of Consumer Care at NeueHealth, converted his common stock and restricted stock units into units of the acquiring entity following the company's merger.

Summary

• Tomas Orozco, Executive Vice President of Consumer Care at NeueHealth, Inc. (NEUE), reported changes in his beneficial ownership of company securities.
• On October 2, 2025, NH Holdings 2025, Inc. ('Buyer') acquired NeueHealth, Inc. through a merger, making NeueHealth a wholly-owned subsidiary of Buyer.
• The merger was executed pursuant to an Agreement and Plan of Merger dated December 23, 2024.
• Orozco disposed of 29,325 shares of NeueHealth common stock, 2,490 restricted stock units (RSUs), 180,000 RSUs, and 48,000 RSUs.
• These dispositions occurred as Orozco contributed his NeueHealth common stock, Series A Preferred Stock, and Series B 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, as per a Rollover Agreement dated September 17, 2025.
• All outstanding NeueHealth RSUs held by Orozco were assumed and adjusted into restricted stock units of the Parent company (NH Holdings 2025, Inc.), maintaining their original vesting terms and restrictions.
• After these transactions, Orozco beneficially owns 0 shares of NeueHealth common stock and 0 NeueHealth restricted stock units directly, as his equity interest is now in the Parent company's units/RSUs.

Sentiment

Score: 7

Explanation: The filing reflects the successful and expected completion of a significant corporate event (merger) and the seamless transition of executive equity interests into the new ownership structure, indicating stability for the executive within the new private entity.

Positives

• The successful completion of the merger provides a clear path forward for NeueHealth under new private ownership.
• Tomas Orozco's equity interest was rolled over into the acquiring entity, indicating continued alignment with the new ownership structure and potential for future value creation.
• The assumption and adjustment of restricted stock units ensure continuity of incentive plans for key executives like Orozco under the new parent company.

Negatives

• NeueHealth, Inc. is no longer a publicly traded company, removing direct public market access for its shares.
• Existing public shareholders of NeueHealth, Inc. no longer hold direct equity in the company.

Future Outlook

NeueHealth, Inc. will operate as a wholly-owned subsidiary of NH Holdings 2025, Inc., which is indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. The restricted stock units held by executives like Tomas Orozco will continue to vest under the new parent company's equity plans.

Industry Context

The healthcare sector frequently experiences consolidation and private equity investment, with companies being acquired to optimize operations or integrate into larger platforms. This merger aligns with the trend of private investment funds acquiring healthcare service providers to drive strategic growth and operational efficiencies outside of public market scrutiny.

Corporate Governance

Related Party Transactions

• The Rollover Agreement, dated September 17, 2025, involved Tomas Orozco (an executive of the Issuer) contributing his equity securities to Holdings in exchange for units in the acquiring entity, which can be considered a related party transaction in the context of the merger.

Stakeholder Impact

• Shareholders of NeueHealth, Inc. received consideration for their shares as part of the merger, ceasing to be direct equity holders in the company.
• Employees, particularly executives like Tomas Orozco, had their equity incentives (RSUs) converted to the new parent company, maintaining their long-term incentives and alignment with the new ownership.

Next Steps

• Continued vesting of Tomas Orozco's adjusted restricted stock units under the equity plans of the new parent company, NH Holdings 2025, Inc.
• Integration of NeueHealth, Inc. as a wholly-owned subsidiary into the operations and strategic framework of NH Holdings 2025, Inc.

Key Dates

Keywords

NeueHealth, NEUE, Form 4, merger, acquisition, insider transaction, equity conversion, restricted stock units, RSU, Tomas Orozco, New Enterprise Associates