Form 4: NeueHealth Insider Reports Full Share Disposition Post-Merger

Sentiment:

Insider Ownership Change Report 6 October 2025 5:54 PM

Mohamad Makhzoumi, a Director and 10% owner of NeueHealth, Inc., reported the disposition of all his indirect beneficial ownership in the company's common and preferred stock following a merger on October 2, 2025.

Capital raiseWarrants were issued pursuant to a Warrantholders Agreement and a Credit Agreement, dated August 4, 2023, which was subsequently amended multiple times, indicating financing activities for the company.The merger itself involved a restructuring of capital, where public equity was exchanged for limited partnership interests in a private entity, effectively a recapitalization of the company under new ownership.

Summary

Mohamad Makhzoumi, a Director and 10% owner of NeueHealth, Inc. (NEUE), reported significant changes in his indirect beneficial ownership.
On October 2, 2025, NeueHealth, Inc. merged with NH Holdings Acquisition 2025, Inc., surviving as a wholly-owned subsidiary of NH Holdings 2025, Inc.
As a result of the merger, all shares of Common Stock, Series A Convertible Perpetual Preferred Stock, and Series B Convertible Perpetual Preferred Stock beneficially owned by the reporting person were contributed to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests.
Following this contribution, all such shares were cancelled, resulting in zero beneficial ownership of NeueHealth, Inc. securities by the reporting person.
Prior to the full disposition, there were multiple exercises of warrants to acquire Common Stock at an exercise price of $0.01 per share.
Some warrant exercises involved a cashless net exercise, where shares were surrendered to the Issuer based on a fair market value of $6.75 per share, the closing market price on October 1, 2025.
The beneficial ownership was indirect, held through various New Enterprise Associates (NEA) funds (NEA 15, NEA 15-OF, NEA 16, NEA 17, NEA 18 VGE), with the reporting person disclaiming pecuniary interest in certain portions.

Sentiment

Score: 5

Explanation: The filing is a factual report of insider transactions following a merger, which is a neutral event in itself. While it signifies the end of public trading for NeueHealth, the insider's shares were exchanged for interests in the new private entity, not sold for cash, making it neither overtly positive nor negative from the perspective of the reporting person's continued involvement, but a significant change for public shareholders.

Positives

The exercise of warrants at a low price of $0.01 per share indicates a potential for significant value creation from the underlying common stock prior to the merger.
The cashless net exercise mechanism allowed for efficient conversion of warrants into common stock based on a fair market value of $6.75 per share.

Negatives

The complete disposition of all common and preferred stock in NeueHealth, Inc. means the reporting person no longer holds direct or indirect equity in the publicly traded entity.
Public shareholders of NeueHealth, Inc. would have had their shares cancelled and exchanged for limited partnership interests in a private entity, effectively delisting the company.

Risks

The merger and subsequent cancellation of public shares eliminate direct public market liquidity for existing shareholders who participated in the rollover.
The value of the limited partnership interests received in exchange for shares is subject to the performance and valuation of the private entity, NH Holdings 2025 SPV, L.P., which may have different reporting and liquidity characteristics than a publicly traded company.

Future Outlook

The filing primarily reports past transactions related to a completed merger and does not provide explicit forward-looking statements or guidance regarding the future operations or financial performance of the now privately-held entity.

Industry Context

This filing reflects a significant corporate restructuring event for NeueHealth, Inc., transitioning from a publicly traded entity to a wholly-owned subsidiary of a private parent company. Such 'take-private' transactions are common in various industries, often driven by a desire for greater operational flexibility, reduced regulatory burden, or to facilitate long-term strategic initiatives away from public market scrutiny. The involvement of New Enterprise Associates (NEA) funds suggests a private equity-backed strategy for the company's future.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Ownership Structure Change	NeueHealth, Inc. transitioned from a publicly traded company to a wholly-owned subsidiary of NH Holdings 2025, Inc. This removes it from public company governance requirements.	2025-10-02	Significantly alters the corporate governance framework, shifting oversight from public shareholders and SEC regulations to private ownership and internal corporate structures. The reporting person remains a Director of the now private entity.

Related Party Transactions

The reporting person's beneficial ownership was indirect, held through various New Enterprise Associates (NEA) funds, indicating a relationship between the insider and these investment vehicles.
The merger involved the contribution of shares to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests, suggesting a related party transaction given the involvement of the reporting person and the NEA funds in the new ownership structure.

Stakeholder Impact

Shareholders: Public shareholders of NeueHealth, Inc. had their shares cancelled and exchanged for limited partnership interests in a private entity, ending their direct public market investment in NeueHealth.
Management/Employees: The company continues as a subsidiary, implying continuity for operations and employees, though under new private ownership and potentially different strategic directives.
Creditors: The Credit Agreement mentioned in Note 9 indicates ongoing financial obligations, which would now be under the new private ownership structure.

Next Steps

The company, now a wholly-owned subsidiary, will operate under the private ownership of NH Holdings 2025, Inc. and NH Holdings 2025 SPV, L.P.
Shareholders who rolled over their equity will hold limited partnership interests in NH Holdings 2025 SPV, L.P.

Key Dates

Date	Description
2023-08-04	Date of Credit Agreement.
2023-08-29	Warrants became exercisable as to 828,395 shares.
2023-09-18	Warrants became exercisable as to 552,263 shares.
2023-10-02	Date of Incremental Amendment No. 1 to Credit Agreement; Earliest Transaction Date for reported transactions; Merger effective date.
2023-11-01	Warrants became exercisable as to 100,606 shares.
2023-12-20	Warrants became exercisable as to 175,525 shares.
2023-12-23	Date of Agreement and Plan of Merger.
2024-04-08	Date of Incremental Amendment No. 2 to Credit Agreement.
2024-04-30	Warrants became exercisable as to 123,729 shares (Note 8) and 371,187 shares (Note 14).
2024-06-21	Date of Amendment No. 3 to Credit Agreement; Warrants became exercisable as to 1,733 shares (Note 8) and 28,399 shares (Note 14).
2024-10-02	Warrants became exercisable as to 61,865 shares (Note 8) and 185,595 shares (Note 14).
2024-10-29	Date of Amendment No. 4 to Credit Agreement.
2025-09-26	Warrants became exercisable as to 1,868 shares (Note 8) and 22,355 shares (Note 14).
2025-09-30	Date of Warrantholders Agreement; Date of Amendment No. 5 to Credit Agreement.
2025-10-01	Closing market price of Issuer's common stock was $6.75 per share.
2025-10-02	Merger effective date; Warrants became fully exercisable (Note 10).
2025-10-06	Signature Date of Reporting Person's attorney-in-fact.
2030-10-02	Expiration date for certain warrants acquired on 10/02/2025.

Keywords

NeueHealth, NEUE, Mohamad Makhzoumi, SEC Form 4, Insider Trading, Merger, Stock Disposition, Warrants, Preferred Stock, New Enterprise Associates, Corporate Action, Ownership Change

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