NeueHealth Inc SEC Filings

NeueHealth (NEUE): Insider disposition tied to merger and rollover

Entities affiliated with Bessemer Venture Partners reported Form 4 transactions on October 2, 2025, reflecting the completion of a merger in which NH Holdings 2025, Inc. acquired NeueHealth. The filing shows a disposition of 999,218 shares of common stock and 8,500 shares of Series B Convertible Perpetual Preferred Stock, with beneficial ownership reported as 0 following the transactions.

Per the footnotes, the Issuer merged with NH Holdings Acquisition 2025, Inc., with the Issuer surviving as a wholly owned subsidiary of NH Holdings 2025, Inc. Concurrently, under a Rollover Agreement effective at the merger time, the reporting persons contributed their common and preferred shares to NH Holdings 2025 SPV, L.P. in exchange for corresponding partnership units on a one-for-one basis. The reporting persons are identified as director and 10% owner relationships.

NeueHealth, Inc. director Stephen Kraus reported changes in beneficial ownership following a corporate acquisition completed on 10/02/2025. NH Holdings 2025, Inc. ("Buyer") acquired the issuer and merged it into a Merger Sub, making the issuer a wholly-owned subsidiary of Buyer.

As part of a rollover arrangement, the reporting person contributed common stock and preferred shares to a holdings vehicle and received corresponding units; the Form 4 shows a direct disposition of 16,443 shares of common stock and reports 0 shares owned directly after the transaction. The filing discloses conversion mechanics for Series B preferred stock, including an initial conversion price of approximately $1.4169 and a reference trigger price of $4.07 (about 287% of conversion price) for certain elective conversions, plus redemption provisions at 105% before the seventh anniversary.

NeueHealth insider filing shows an ownership rollover and disposal tied to a completed merger. On 10/02/2025 the reporting person contributed shares and preferred stock into a rollover vehicle as part of the Merger, and the filing reports a disposition of 20,103 shares of the issuer's common stock resulting in 0 shares beneficially owned after the transaction. A total of 131,849 restricted stock units (28,000; 3,849; 100,000) were reported as disposed/assumed and converted into parent-company-equivalent RSUs that remain subject to original vesting schedules, including a tranche that vests on 10/11/2026. The filing explains the transactions arose from a Merger Agreement and a Rollover Agreement that exchanged issuer equity for holdings units in the buyer.

Tomas Orozco, EVP Consumer Care of NeueHealth, Inc. (NEUE), reported transactions tied to the company's acquisition on 10/02/2025. The filing shows a disposition of 29,325 shares of common stock and the conversion/assumption of outstanding restricted stock units into parent-company units as part of a merger where the issuer became a wholly-owned subsidiary. In total 230,490 RSUs (2,490; 180,000; 48,000) were adjusted and continued under the parent entity's awards; none of the shares or resulting parent common-stock equivalents are reported as beneficially owned following the transactions. The disclosure also notes a Rollover Agreement that exchanged prior equity for common and preferred units of the acquiring holdings vehicle, and that certain RSUs retain existing vesting schedules, with a material vesting date on 10/11/2026.

NeueHealth, Inc. director Robert J. Sheehy reported dispositions tied to the closing of a merger and a rollover into the buyer structure. On 10/02/2025 the reported transactions show 250,690 common shares and 15,255 common shares (separately listed) disposed, with the amount of securities beneficially owned following the transactions reported as 0 in each line. The filing explains the issuer merged into a Merger Sub and became a wholly-owned subsidiary of NH Holdings 2025, Inc., and the reporting person contributed his issuer securities into a rollover vehicle in exchange for Holdings units effective at the merger's closing.

The form clarifies the relationship: the reporting person is a director, the transactions arose from the Merger Agreement dated 12/23/2024, and the rollover occurred under a Rollover Agreement effective at the merger close.

NeueHealth, Inc. (NEUE) reported a Section 16 Form 4 showing that director Kedrick D. Adkins Jr. recorded a disposition of 16,443 shares of common stock on 10/02/2025 and now holds 0 shares of the public common stock following the transaction. The filing explains that on 10/02/2025 the company completed a merger in which NH Holdings 2025, Inc. acquired the issuer and the issuer became a wholly-owned subsidiary of the acquiring parent.

Under a Rollover Agreement effective at the merger time, the reporting person contributed previously held common stock and Series A and Series B preferred shares into NH Holdings 2025 SPV, L.P. in exchange for corresponding units of the private buyer, resulting in the reported public share disposition. The form is signed by an attorney-in-fact on behalf of the reporting person and documents the change in beneficial ownership tied to the merger and rollover transaction.

Manuel Kadre, a director of NeueHealth, Inc. (NEUE), reported changes in beneficial ownership tied to the company's merger on 10/02/2025. The filing shows 29,755 shares of common stock and 3,750 shares of common stock were disposed of effective with the merger and, after the transaction, the reporting person reports 0 shares held directly. The report explains the dispositions occurred because the issuer merged into a subsidiary of NH Holdings 2025, Inc., and the reporting person exchanged issuer equity for units in NH Holdings under a Rollover Agreement effective at the merger closing. The filing also discloses indirect holdings through Kadre Family Partnership, L.P.

Andrew M. Slavitt, a director of NeueHealth, Inc. (NEUE), reported transactions tied to a merger on 10/02/2025. Following the closing of an Agreement and Plan of Merger, NH Holdings 2025, Inc. became the parent and certain holdings were contributed to NH Holdings 2025 SPV, L.P. The filing shows dispositions of 18,529, 5,625, 52,968, and 30,687 shares of common stock and a disposition of 4,200 Series B preferred share equivalents, leaving zero common shares beneficially owned by the reporting person directly. Several remaining interests are held indirectly through entities (Town Hall Ventures LP and Town Hall Ventures II LP) where the reporting person is a managing member and disclaims beneficial ownership except for pecuniary interest.

NeueHealth, Inc. (NEUE) was acquired on 10/02/2025 through a merger in which NH Holdings 2025, Inc. became the parent. At the Effective Time, each share of the company’s common stock converted into the right to receive $7.33 in cash, less withholding taxes. The reporting person, Chief Accounting Officer Jeffrey J. Scherman, recorded dispositions tied to the merger: 12,463 common shares were disposed for $7.33 per share and three sets of restricted stock units totaling 63,490 RSUs were shown as disposed or assumed/adjusted into Parent RSUs. After the transactions the reporting person reports 0 shares beneficially owned in the issuer. The RSUs were converted or assumed by Parent and continue subject to original vesting terms, with some grants vesting on 10/11/26 and others following original schedules.