Form 4: NeueHealth Shares Cancelled in Merger, Insider Reports

Sentiment:

Insider Ownership Change (Merger Related) 6 October 2025 5:52 PM

Director Ali Behbahani reports the cancellation of NeueHealth, Inc. common and preferred stock following a merger, with holdings converted to private limited partnership interests.

Worse than expectedPublic shareholders' common stock, Series A Preferred Stock, and Series B Preferred Stock were cancelled as part of the merger.This action terminates direct equity ownership in NeueHealth, Inc. for public investors and removes the stock from public trading, resulting in a loss of liquidity and direct investment.

Summary

Ali Behbahani, a Director and 10% Owner of NeueHealth, Inc., reported significant changes in beneficial ownership of the company's securities.
On October 2, 2025, NeueHealth, Inc. merged with NH Holdings Acquisition 2025, Inc., becoming a wholly-owned subsidiary of NH Holdings 2025, Inc. (Parent).
As part of the merger, all shares of NeueHealth's Common Stock, Series A Convertible Perpetual Preferred Stock, and Series B Convertible Perpetual Preferred Stock beneficially owned by the reporting persons were contributed to NH Holdings 2025 SPV, L.P. ('Ultimate Parent') in exchange for limited partnership interests.
Following this exchange, all such shares of NeueHealth, Inc. were cancelled and ceased to exist.
Prior to the cancellation, there were various transactions involving the acquisition of common stock at $0.01 per share (likely warrant exercises or conversions) and dispositions via cashless net exercise at a fair market value of $6.75 per share.
Warrants to buy common stock at $0.01 per share were also involved, with some becoming fully exercisable on October 2, 2025, and others having various exercisable dates from August 2023 to September 2025.
The Series A Preferred Stock had an initial liquidation preference of $1,000 per share and a conversion price of approximately $4.55 per share, while Series B Preferred Stock had an initial liquidation preference of $1,000 per share and a conversion price of approximately $1.4169 per share.

Sentiment

Score: 3

Explanation: The sentiment is negative for public shareholders as their direct equity in NeueHealth, Inc. has been cancelled due to the merger. While the reporting insider received limited partnership interests, the public market for the company's stock has ceased to exist. The cashless exercise at $6.75 provides a valuation point but does not mitigate the loss of public tradability.

Positives

The merger represents a strategic restructuring for NeueHealth, Inc., transitioning it to a wholly-owned subsidiary of a private entity.
The cashless net exercise of warrants was based on a fair market value of $6.75 per share, indicating a valuation for the common stock at that time.
The reporting person and associated entities received limited partnership interests in the Ultimate Parent, maintaining an interest in the restructured entity.

Negatives

Public shareholders of NeueHealth, Inc. common stock, Series A Preferred Stock, and Series B Preferred Stock had their shares cancelled.
The cancellation of shares means public shareholders no longer hold direct equity in NeueHealth, Inc. and the stock is no longer publicly traded.
The transition to a wholly-owned subsidiary removes the company from public markets, impacting liquidity for former public shareholders.

Risks

For former public shareholders, the primary risk is the loss of direct equity ownership and the inability to trade shares on a public exchange.
The value of the limited partnership interests received by reporting persons is subject to the performance and valuation of the private Ultimate Parent entity, which may have different reporting and liquidity characteristics than public stock.

Future Outlook

The filing primarily reports past transactions related to a completed merger. It indicates that NeueHealth, Inc. is now a wholly-owned subsidiary of a private entity, fundamentally changing its corporate structure and public status. No specific forward-looking guidance or operational outlook for the new private entity is provided within this Form 4.

Industry Context

This filing details a company-specific event, a merger that takes NeueHealth, Inc. private. While the healthcare industry often sees consolidation and private equity involvement, this Form 4 does not provide broader industry trends or competitive analysis.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Ownership Structure	NeueHealth, Inc. transitioned from a publicly traded company to a wholly-owned subsidiary of NH Holdings 2025, Inc., a private entity.	October 2, 2025	This fundamentally alters the corporate governance framework, removing public reporting requirements and shareholder oversight associated with a publicly listed company. Governance will now be dictated by the private parent company.

Related Party Transactions

The reporting person, Ali Behbahani, is a Director and 10% Owner, and a manager of the general partners for the NEA funds (NEA 16, NEA 17, NEA 18 VGE) that were direct beneficial owners of the securities.
The merger involved the contribution of securities by these reporting persons to NH Holdings 2025 SPV, L.P. ('Ultimate Parent') in exchange for limited partnership interests, indicating a transaction between related entities and individuals.

Stakeholder Impact

Shareholders: Public shareholders of NeueHealth, Inc. common and preferred stock have lost their direct equity ownership as their shares were cancelled, and the company is no longer publicly traded.
Reporting Person/Associated Funds: The reporting person and associated investment funds (NEA entities) have converted their equity holdings into limited partnership interests in the new private parent entity, maintaining an indirect interest in the company's future.

Next Steps

NeueHealth, Inc. will operate as a wholly-owned subsidiary of NH Holdings 2025, Inc.
The reporting person will hold limited partnership interests in NH Holdings 2025 SPV, L.P. instead of direct or indirect equity in the former public entity.

Key Dates

Date	Description
August 4, 2023	Original date of the Credit Agreement.
August 29, 2023	Warrants became exercisable as to 828,395 shares (Note 11).
September 18, 2023	Warrants became exercisable as to 552,263 shares (Note 11).
October 2, 2023	Date of Incremental Amendment No. 1 to the Credit Agreement.
November 1, 2023	Warrants became exercisable as to 100,606 shares (Note 11).
December 20, 2023	Warrants became exercisable as to 175,525 shares (Note 11).
December 23, 2024	Date of the Agreement and Plan of Merger.
April 8, 2024	Date of Incremental Amendment No. 2 to the Credit Agreement.
April 30, 2024	Warrants became exercisable as to 123,729 shares (Note 6) and 371,187 shares (Note 12).
June 21, 2024	Date of Amendment No. 3 to the Credit Agreement; Warrants became exercisable as to 1,733 shares (Note 6) and 28,399 shares (Note 12).
October 2, 2024	Warrants became exercisable as to 61,865 shares (Note 6) and 185,595 shares (Note 12).
October 29, 2024	Date of Amendment No. 4 to the Credit Agreement.
September 26, 2025	Warrants became exercisable as to 1,868 shares (Note 6) and 22,355 shares (Note 12).
September 30, 2025	Date of the Warrantholders Agreement and Amendment No. 5 to the Credit Agreement.
October 1, 2025	Closing market price of $6.75 per share used for cashless net exercise calculations.
October 2, 2025	Earliest transaction date; Merger effective date; Warrants became fully exercisable; All shares contributed to Ultimate Parent and cancelled.
October 6, 2025	Signature date of the reporting person's attorney-in-fact for this filing.
October 2, 2030	Expiration date for certain warrants issued pursuant to the Warrantholders Agreement and Credit Agreement (Note 7).

Recommendation

sell

The common stock of NeueHealth, Inc. was cancelled as part of a merger, with shares exchanged for limited partnership interests in a private entity. Public shareholders no longer hold direct equity in the company, rendering the stock untradable on public markets. Therefore, any remaining public shares would have been effectively 'sold' or converted as part of this transaction, and there is no longer a public market for the stock.

Keywords

NeueHealth, NEUE, Form 4, insider ownership, merger, stock cancellation, private equity, warrants, preferred stock, beneficial ownership, Ali Behbahani

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