Form 4: NeueHealth Insider Reports Merger Rollover

Forest Baskett, a director and 10% owner of NeueHealth, Inc., reported the disposition of all his beneficial holdings in common and preferred stock, and warrants, as part of a merger where NeueHealth became a wholly-owned subsidiary.

Summary

• Forest Baskett, a director and 10% owner of NeueHealth, Inc., reported multiple transactions on October 2, 2025, related to the company's merger.
• NeueHealth, Inc. merged with and into NH Holdings Acquisition 2025, Inc. on October 2, 2025, with NeueHealth surviving as a wholly-owned subsidiary of NH Holdings 2025, Inc. ('Parent').
• As part of the merger, all beneficially owned 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, resulting in zero direct beneficial ownership of these securities by the reporting person.
• Transactions also included the exercise of warrants to acquire Common Stock at an exercise price of $0.01 per share, followed by cashless net exercises and dispositions to cover tax liabilities at a fair market value of $6.75 per share.
• New warrants were acquired and subsequently exercised on the same date, with some warrants having an expiration date of October 2, 2030.
• The reporting person disclaims beneficial ownership of portions of securities held by NEA funds in which they have no pecuniary interest, as they are a manager of the general partners for New Enterprise Associates 15, 15 Opportunity Fund, 16, and 17.

Sentiment

Score: 6

Explanation: The filing reports the completion of a merger and the associated rollover of insider holdings, which is a neutral to slightly positive event as it signifies the successful execution of a strategic transaction and continued insider participation in the new entity.

Positives

• The completion of the merger signifies a strategic corporate event, potentially offering a new growth trajectory or operational efficiencies under the new ownership structure.
• The rollover of equity into limited partnership interests indicates continued participation and alignment of the insider's interests with the new parent entity.

Negatives

• The cancellation of publicly traded common and preferred stock means these specific securities are no longer directly held by the reporting person in the public entity, though this is a consequence of the merger terms.

Future Outlook

Warrants issued in connection with the Credit Agreement and Warrantholders Agreement have an expiration date of October 2, 2030.

Industry Context

The reported merger and associated insider transactions reflect a common trend in the healthcare and technology sectors where companies undergo strategic restructuring, often involving private equity firms taking public entities private or consolidating ownership. Such transactions aim to optimize operational control and long-term value creation outside the public market's immediate pressures.

Related Party Transactions

• The reporting person, a director and 10% owner, through entities they manage (NEA funds), participated in a rollover transaction where their shares in NeueHealth were contributed to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests as part of the merger.

Stakeholder Impact

• Shareholders who participated in the rollover exchanged their common and preferred stock for limited partnership interests in the ultimate parent company, effectively privatizing their investment in NeueHealth.
• Other public shareholders of NeueHealth would have received cash or other consideration as part of the merger, which is not detailed in this specific Form 4.

Next Steps

• Warrants issued have an expiration date of October 2, 2030.

Key Dates

Keywords

NeueHealth, NEUE, Form 4, Insider Transaction, Merger, Rollover, Private Equity, New Enterprise Associates, Common Stock, Preferred Stock, Warrants, Beneficial Ownership