Form 4: NeueHealth Insider Reports Merger-Related Stock Changes
Insider Transaction Report
A director and 10% owner of NeueHealth, Inc. reported significant changes in beneficial ownership of common stock, warrants, and preferred stock due to a merger and contribution to a new parent entity.
Summary
- Anthony A. Florence Jr., a Director and 10% Owner of NeueHealth, Inc. (NEUE), reported changes in beneficial ownership of common stock, warrants, and preferred stock on October 2, 2025.
- The changes are primarily a result of a merger where NH Holdings Acquisition 2025, Inc. merged into NeueHealth, Inc., making NeueHealth a wholly-owned subsidiary of NH Holdings 2025, Inc. ('Parent').
- Beneficially owned shares of Common Stock, Series A Convertible Perpetual Preferred Stock, and Series B Convertible Perpetual Preferred Stock were contributed to NH Holdings 2025 SPV, L.P. ('Ultimate Parent') in exchange for limited partnership interests.
- Following the contribution, these shares were cancelled and ceased to exist.
- Transactions included the exercise of warrants at an exercise price of $0.01 per share and subsequent cashless net exercises and sales of common stock at a fair market value of $6.75 per share.
- The reporting person disclaims beneficial ownership of portions of securities held by various New Enterprise Associates (NEA) entities in which they have no pecuniary interest.
Sentiment
Score: 5
Explanation: The filing is a factual report of an insider's transactions related to a corporate merger and restructuring of ownership. It does not provide performance metrics or forward-looking statements that would indicate a strong positive or negative sentiment for the company's overall prospects, but rather details a change in ownership structure for a key insider.
Positives
- The reporting person exercised warrants at a low price of $0.01 per share, converting them into common stock.
- Common stock was disposed of at a fair market value of $6.75 per share through cashless net exercises and sales.
Negatives
- Common Stock, Series A Preferred Stock, and Series B Preferred Stock beneficially owned by the reporting person were cancelled following their contribution to an 'Ultimate Parent' in exchange for limited partnership interests, indicating a shift from direct equity ownership in the public entity.
Risks
- The merger and subsequent cancellation of public shares for private interests could impact the liquidity and public trading status of NeueHealth, Inc. shares for other shareholders.
- The reporting person disclaims pecuniary interest in a significant portion of the beneficially owned securities held by various NEA entities, which could affect the alignment of interests.
Future Outlook
The filing details a merger that occurred on October 2, 2025, resulting in NeueHealth, Inc. becoming a wholly-owned subsidiary of NH Holdings 2025, Inc. The reporting person's public shares were converted into limited partnership interests in a private entity. No further forward-looking statements or guidance for the company's future operations are provided in this filing.
Industry Context
This filing indicates a significant corporate restructuring for NeueHealth, Inc., where a major insider's public equity holdings were converted into private interests as part of a merger. This suggests a potential shift in the company's ownership structure, possibly moving towards a private entity or a different corporate form, which is a notable event in the healthcare services industry, often driven by strategic repositioning or private equity involvement.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure | NeueHealth, Inc. became a wholly-owned subsidiary of NH Holdings 2025, Inc. ('Parent') following a merger. The reporting person's beneficially owned shares were contributed to NH Holdings 2025 SPV, L.P. ('Ultimate Parent') in exchange for limited partnership interests and subsequently cancelled. | 2025-10-02 | This change significantly alters the ownership structure of NeueHealth, Inc., moving a substantial portion of beneficial ownership from publicly traded shares to private limited partnership interests for the reporting person and associated entities. This could impact public float and governance dynamics. |
Related Party Transactions
- The reporting person is a manager of NEA 15 GP, LLC, which is the sole general partner of NEA Partners 15, L.P., which in turn is the sole general partner of New Enterprise Associates 15, L.P. ('NEA 15'), the direct beneficial owner of securities.
- Similar indirect beneficial ownership structures exist through NEA Partners 15-OF, L.P. ('NEA 15-OF'), NEA 16 GP, LLC ('NEA 16'), NEA 17 GP, LLC ('NEA 17'), and NEA 18 VGE GP, LLC ('NEA 18 VGE').
- The merger involved NH Holdings 2025, Inc. ('Parent'), NH Holdings Acquisition 2025, Inc. ('Merger Sub'), and NH Holdings 2025 SPV, L.P. ('Ultimate Parent'). Rollover agreements were entered into between certain reporting persons and these entities.
Stakeholder Impact
- Shareholders: Public shareholders not participating in the rollover agreements would experience a significant change in the company's ownership structure, potentially impacting the liquidity and trading of their shares as the company becomes a wholly-owned subsidiary.
- Reporting Person/Associated Entities: Their direct beneficial ownership in NeueHealth, Inc. common stock, warrants, and preferred stock was converted into limited partnership interests in a private entity, shifting their investment vehicle.
Key Dates
| Date | Description |
|---|---|
| 2023-08-04 | Date of Credit Agreement between the Issuer and lenders. |
| 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 | Incremental Amendment No. 1 to Credit Agreement. |
| 2023-11-01 | Warrants became exercisable as to 100,606 shares. |
| 2023-12-20 | Warrants became exercisable as to 175,525 shares. |
| 2024-04-08 | Incremental Amendment No. 2 to Credit Agreement. |
| 2024-04-30 | Warrants became exercisable as to 123,729 shares and 371,187 shares. |
| 2024-06-21 | Amendment No. 3 to Credit Agreement; Warrants became exercisable as to 1,733 shares and 28,399 shares. |
| 2024-10-02 | Warrants became exercisable as to 61,865 shares and 185,595 shares. |
| 2024-10-29 | Amendment No. 4 to Credit Agreement. |
| 2024-12-23 | Date of Agreement and Plan of Merger. |
| 2025-09-26 | Warrants became exercisable as to 1,868 shares and 22,355 shares. |
| 2025-09-30 | Warrantholders Agreement and Amendment No. 5 to Credit Agreement. |
| 2025-10-01 | Closing market price of Issuer's common stock ($6.75) used for cashless net exercise calculations. |
| 2025-10-02 | Date of Earliest Transaction; Merger effective date; Warrants became fully exercisable. |
| 2025-10-06 | Signature Date of Reporting Person. |
| 2030-10-02 | Expiration date for certain warrants. |
Keywords
NeueHealth, NEUE, Form 4, insider transaction, beneficial ownership, merger, common stock, warrants, preferred stock, private equity, New Enterprise Associates, corporate restructuring
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