Form 4: NeueHealth Executive Rolls Over Equity in Merger

NeueHealth GC & Corporate Secretary, Craig Jeffery Michael, exchanged his equity holdings for units in the acquiring entity's parent company following the October 2, 2025 merger.

Summary

• Craig Jeffery Michael, GC & Corporate Secretary of NeueHealth, Inc., reported changes in beneficial ownership following the company's acquisition.
• On October 2, 2025, NH Holdings 2025, Inc. acquired NeueHealth, Inc. through a merger, making it a wholly-owned subsidiary.
• Mr. Michael disposed of 20,103 shares of common stock and a total of 131,849 restricted stock units (RSUs) in NeueHealth, Inc.
• These holdings were contributed to NH Holdings 2025 SPV, L.P. in exchange for common units, series A preferred units, and series B preferred units on a one-for-one basis, as per a Rollover Agreement dated September 17, 2025.
• The disposed RSUs were assumed and adjusted into restricted stock units of the Parent company, continuing under the same vesting terms and restrictions.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger and the orderly rollover of executive equity, indicating a smooth transition for the company and its key personnel into the new ownership structure.

Positives

• The merger of NeueHealth, Inc. into NH Holdings Acquisition 2025, Inc. was successfully completed on October 2, 2025.
• Reporting Person Craig Jeffery Michael's equity in NeueHealth, Inc. was preserved and rolled over into equivalent units and RSUs of the acquiring entity's parent company.
• The continuity of RSU vesting terms ensures ongoing incentive alignment for the executive within the new corporate structure.

Negatives

• NeueHealth, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of NH Holdings 2025, Inc.
• Public shareholders of NeueHealth, Inc. would no longer hold shares in the original entity, as their shares were acquired in the merger.

Future Outlook

NeueHealth, Inc. is now a wholly-owned subsidiary of NH Holdings 2025, Inc., indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. The reporting person's restricted stock units will continue to vest under the new parent company, subject to the original terms and restrictions.

Industry Context

The acquisition of NeueHealth, Inc. by entities affiliated with New Enterprise Associates, Inc. highlights ongoing consolidation and private equity interest within the healthcare sector. This trend often involves private investment funds acquiring public companies to drive strategic changes or operational efficiencies away from public market scrutiny.

Corporate Governance

Related Party Transactions

• The Rollover Agreement, dated September 17, 2025, was entered into by the Reporting Person (Craig Jeffery Michael) and the acquiring entities (NH Holdings 2025 SPV, L.P., NH Holdings 2025, Inc., and NH Holdings Acquisition 2025, Inc.) to facilitate the exchange of Issuer equity for units in the acquiring entity's parent.

Stakeholder Impact

• Shareholders: Public shareholders of NeueHealth, Inc. would have received consideration for their shares as part of the merger, and no longer hold shares in the original public entity.
• Employees (specifically reporting person): Craig Jeffery Michael's equity incentives (RSUs) were preserved and converted into equivalent units of the new parent company, maintaining his vested interest and alignment with the new ownership.

Next Steps

• Continued vesting of the reporting person's adjusted restricted stock units under the new parent company, NH Holdings 2025, Inc.

Key Dates

Keywords

Merger, Acquisition, Insider Transaction, Form 4, Equity Rollover, Restricted Stock Units, NEUE, Corporate Secretary, New Enterprise Associates