Form 4: NeueHealth Officer Reports Merger-Related Stock Changes

Jeffrey J. Scherman, Chief Accounting Officer of NeueHealth, Inc., reported changes in his beneficial ownership following the company's acquisition by NH Holdings 2025, Inc. on October 2, 2025.

Summary

• NeueHealth, Inc. was acquired by NH Holdings 2025, Inc. ('Parent') on October 2, 2025, pursuant to a Merger Agreement dated December 23, 2024.
• At the effective time of the merger, each outstanding share of NeueHealth common stock converted into the right to receive $7.33 in cash.
• Jeffrey J. Scherman, Chief Accounting Officer, disposed of 12,463 shares of common stock at a price of $7.33 per share due to the merger.
• All outstanding restricted stock units (RSUs) of NeueHealth were assumed and adjusted into restricted stock units of Parent common stock, retaining their original vesting terms.
• Mr. Scherman's 11,000 RSUs, originally vesting in equal annual installments starting March 11, 2024, were assumed by Parent.
• His 50,000 RSUs, vesting on October 11, 2026, were assumed by Parent.
• His 2,490 RSUs, originally vesting in equal annual installments starting March 6, 2023, were assumed by Parent.
• Following these transactions, Mr. Scherman beneficially owns 0 shares of NeueHealth common stock and 0 derivative securities of NeueHealth, as the company is now a wholly-owned subsidiary of Parent.

Sentiment

Score: 6

Explanation: The filing reports the expected outcome of a merger, resulting in a cash payout for common stock and the assumption of restricted stock units by the acquiring entity, which is a neutral to slightly positive event for the reporting insider as their equity value is preserved or realized.

Positives

• Reporting person received a cash payout of $7.33 per share for common stock holdings.
• Restricted Stock Units (RSUs) were assumed and adjusted by the acquiring parent company, preserving the equity incentive for the reporting person under the original terms.

Negatives

• Reporting person no longer holds direct beneficial ownership in the publicly traded NeueHealth, Inc. common stock.

Future Outlook

NA

Industry Context

The acquisition of NeueHealth, Inc. by NH Holdings 2025, Inc., which is indirectly controlled by private investment funds, represents a common strategy in the healthcare sector for private equity firms to acquire public companies, often with the aim of taking them private to implement strategic changes or integrate them into a larger portfolio away from public market scrutiny.

Stakeholder Impact

• Shareholders of NeueHealth, Inc. received a cash payment of $7.33 per share for their common stock, effectively cashing out their investment in the public entity.
• Employees holding NeueHealth restricted stock units, such as the reporting person, had their awards assumed and adjusted by the acquiring parent company, ensuring continuity of their equity incentives under the original terms.

Key Dates

Keywords

NeueHealth, NEUE, Merger, Acquisition, Form 4, Insider Transaction, Restricted Stock Units, Common Stock, NH Holdings 2025, Chief Accounting Officer