NeueHealth insider exercises warrants, contributes shares in merger rollover
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mohamad Makhzoumi, reported as a director and 10% owner of NeueHealth, Inc. (NEUE), disclosed multiple transactions dated 10/02/2025. The filing shows a mix of warrant exercises at an exercise price of $0.01 and cashless net exercises valued at $6.75 per share, producing sizable share increases in several NEA-related accounts and parallel cashless share surrenders.
The filing also records contributions and cancellations of common and preferred shares under a merger transaction, where reporting persons rolled shares into an Ultimate Parent and those Issuer shares were cancelled. Several previously reported holdings were reduced to 0 shares following the merger exchanges and cancellations.
Positive
- Transparent disclosure of multiple warrant exercises and cashless net settlements with exact prices ($0.01 and $6.75)
- Merger rollover was documented with clear explanation that shares were contributed and cancelled, showing corporate action compliance
Negative
- Significant reduction to zero of certain reported issuer shareholdings after contributions and cancellations, which materially changes prior ownership levels
- Complex layered ownership through multiple NEA entities may make immediate post-transaction beneficial ownership unclear until follow-up filings are made
Insights
TL;DR: Insider converted warrants and contributed holdings into an acquiring parent as part of a merger.
The reporting shows multiple warrant exercises at $0.01 and cashless net exercises based on a $6.75 fair market price, increasing nominal beneficial positions in NEA-managed vehicles immediately before a rollover.
The subsequent contribution and cancellation of common and preferred shares into the Ultimate Parent under the merger agreement transferred economic interests into limited partnership units and left several issuer holdings at 0 shares as of the reported transactions; monitor post-merger ownership filings for updated stakes.
TL;DR: Transactions reflect standard warrant exercises, cashless net settlements, and a merger rollover consistent with Section 16 reporting.
The Form 4 documents warrant exercises (some becoming fully exercisable on 10/02/2025) and cashless net exercises calculated using the $6.75 closing price on 10/01/2025. Several derivative and convertible preferred holdings were then contributed to Ultimate Parent and cancelled per the merger agreement.
From a compliance view, the filing discloses conversion mechanics (including series conversion formulas with initial liquidation preferences of $1,000 and conversion prices of $4.55 and $1.4169 for Series A and B); investors should reference subsequent filings for complete post-merger beneficial ownership detail.
Insider Trade Summary
3,948,675 shares exercised/converted
Mixed
41 txns
Insider
Makhzoumi Mohamad
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Warrant (Right to Buy) | 189,195 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 434,297 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 434,297 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 189,195 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 372,255 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 372,255 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 189,195 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 186,128 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 186,128 | $0.00 | -- |
| Disposition | Series A Convertible Perpetual Preferred Stock | 75,000 | $0.00 | -- |
| Disposition | Series B Convertible Perpetual Preferred Stock | 37,700 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 1,656,789 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 607,536 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 124,085 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 124,085 | $0.00 | -- |
| Disposition | Series A Convertible Perpetual Preferred Stock | 125,000 | $0.00 | -- |
| Disposition | Series B Convertible Perpetual Preferred Stock | 100,000 | $0.00 | -- |
| Exercise | Common Stock | 189,195 | $0.01 | $2K |
| Tax Withholding | Common Stock | 280 | $6.75 | $2K |
| Exercise | Common Stock | 434,297 | $0.01 | $4K |
| Tax Withholding | Common Stock | 643 | $6.75 | $4K |
| Disposition | Common Stock | 1,960,591 | $0.00 | -- |
| Disposition | Common Stock | 43,678 | $0.00 | -- |
| Exercise | Common Stock | 189,195 | $0.01 | $2K |
| Tax Withholding | Common Stock | 280 | $6.75 | $2K |
| Exercise | Common Stock | 372,255 | $0.01 | $4K |
| Tax Withholding | Common Stock | 551 | $6.75 | $4K |
| Disposition | Common Stock | 1,159,683 | $0.00 | -- |
| Exercise | Common Stock | 189,195 | $0.01 | $2K |
| Tax Withholding | Common Stock | 280 | $6.75 | $2K |
| Exercise | Common Stock | 186,128 | $0.01 | $2K |
| Tax Withholding | Common Stock | 276 | $6.75 | $2K |
| Disposition | Common Stock | 674,554 | $0.00 | -- |
| Exercise | Common Stock | 1,656,789 | $0.01 | $17K |
| Tax Withholding | Common Stock | 2,455 | $6.75 | $17K |
| Exercise | Common Stock | 607,536 | $0.01 | $6K |
| Tax Withholding | Common Stock | 900 | $6.75 | $6K |
| Exercise | Common Stock | 124,085 | $0.01 | $1K |
| Tax Withholding | Common Stock | 182 | $6.75 | $1K |
| Disposition | Common Stock | 2,384,873 | $0.00 | -- |
| Disposition | Common Stock | 16,443 | $0.00 | -- |
Holdings After Transaction:
Warrant (Right to Buy) — 0 shares (Indirect, See Note 1);
Series A Convertible Perpetual Preferred Stock — 0 shares (Indirect, See Note 6);
Series B Convertible Perpetual Preferred Stock — 0 shares (Indirect, See Note 6);
Common Stock — 1,527,217 shares (Indirect, See Note 1);
Common Stock — 0 shares (Direct)
Footnotes (1)
- The Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Reporting Person has no pecuniary interest. Represents the cashless net exercise of a warrant through the surrender of shares to the Issuer based on a fair market value of $6.75 per share, the closing market price of the Issuer's common stock on October 1, 2025. Pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among the Issuer, NH Holdings 2025, Inc. ("Parent") and NH Holdings Acquisition 2025, Inc. ("Merger Sub"), on October 2, 2025, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to rollover agreements entered into between certain of the Reporting Persons and NH Holdings 2025 SPV, L.P. ("Ultimate Parent"), Parent and Merger Sub, each share of the Issuer's Common Stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") beneficially owned by the Reporting Persons was contributed to Ultimate Parent in exchange for limited partnership interests in Ultimate Parent. Each such share of the Issuer's Common Stock, Series A Preferred Stock and Series B Preferred Stock was then cancelled and ceased to exist. The Reporting Person is a manager of NEA 15 GP, which is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15-OF in which the Reporting Person has no pecuniary interest. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest. The Reporting Person is a manager of NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 18 VGE in which the Reporting Person has no pecuniary interest. The warrants became exercisable as to 123,729 shares on April 30, 2024, 1,733 shares on June 21, 2024, 61,865 shares on October 2, 2024 and 1,868 shares on September 26, 2025. Warrants issued pursuant to the Warrantholders Agreement, dated September 30, 2025 between the Issuer and the holders listed on Schedule 1 thereto, and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, that certain Incremental Amendment No. 2, dated as of April 8, 2024, that certain Amendment No. 3, dated as of June 21, 2024, that certain Amendment No. 4, dated as of October 29, 2024, and that certain Amendment No. 5, dated as of September 30, 2025, between the Issuer and the lenders thereto. The warrants became fully exercisable on October 2, 2025. The Series A Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $4.55 per share) as of the conversion date, subject to anti-dilution adjustments. The Series A Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series A Preferred Stock upon the occurrence of certain conditions. The Series B Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $1.4169 per share) as of the conversion date, subject to anti-dilution adjustments. The Series B Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series B Preferred Stock upon the occurrence of certain conditions. The warrants became exercisable as to 828,395 shares on August 29, 2023, 552,263 shares on September 18, 2023, 100,606 shares on November 1, 2023 and 175,525 shares on December 20, 2023. The warrants became exercisable as to 371,187 shares on April 30, 2024, 28,399 shares on June 21, 2024, 185,595 shares on October 2, 2024 and 22,355 shares on September 26, 2025.
FAQ
Who filed the Form 4 for NEUE?
The Form 4 was filed for Mohamad Makhzoumi, identified as a director and 10% owner.
What transactions are reported on 10/02/2025 for NEUE?
The filing reports multiple warrant exercises at $0.01, cashless net exercises valued at $6.75 per share, and contributions/cancellations of common and preferred shares under a merger.
What is the basis for the cashless exercise price of $6.75?
The cashless net exercise was based on the closing market price of the common stock on 10/01/2025, stated as $6.75.
Are the convertible preferred conversion terms disclosed?
Yes. Series A had an initial liquidation preference of $1,000 and an initial conversion price of about $4.55; Series B had the same liquidation preference and an initial conversion price of about $1.4169.