NeueHealth Director Converts Public Shares to Parent Units in Rollover
Rhea-AI Filing Summary
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.
Positive
- Transaction tied to a documented merger with explanations linking the dispositions to the Merger Agreement and Rollover Agreement
- Rollover exchange preserved economic interest by converting issuer equity into parent units on a one-for-one basis
Negative
- Direct public holdings reduced to 0 following the October 10/02/2025 dispositions (total 33,505 shares disposed)
- Future liquidity and public-market exposure unclear because equity was converted into units of a private parent entity
Insights
Director transferred direct holdings into the new private-parent structure at merger closing.
The director's direct common-stock position was disposed of on 10/02/2025 because the issuer was merged into a Merger Sub controlled by NH Holdings 2025, Inc. The filing states the director received equity units in the parent under a Rollover Agreement, converting public-company shares and preferred stock into parent units on a one-for-one basis.
The main dependencies are the ongoing ownership via the parent entity and the continued indirect holdings through a family partnership. Investors should note the change from direct public-equity exposure to ownership in a private parent vehicle; any future liquidity or voting differences depend on the parent’s structure and exit path over an indeterminate timeframe.
Form 4 correctly records dispositions tied to a corporate merger and a rollover exchange.
The report lists two dispositions totaling 33,505 common shares (29,755 + 3,750) and shows 0 shares held directly after the transaction, with indirect holdings noted for Kadre Family Partnership, L.P. The explanation ties all changes to the Merger Agreement and the Rollover Agreement effective at closing.
From a compliance view, the filing documents the material transactions and identifies the reporting person’s relationship as a director. Timing and exact post-merger economic rights depend on the parent-level agreements; review of those parent agreements would clarify transfer restrictions and reporting obligations going forward.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 29,755 | $0.00 | $0.00 |
| Disposition | Common Stock | 3,750 | $0.00 | $0.00 |
Footnotes (3)
- F1. On October 2, 2025, NH Holdings 2025, Inc. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), dated as of December 23, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.
- F2. Pursuant to the Rollover Agreement, dated as of September 9, 2025 (the "Rollover Agreement"), entered into by and among NH Holdings 2025 SPV, L.P. ("Holdings"), NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc. and the Reporting Person, the Reporting Person contributed its shares of Issuer common stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") to Holdings in exchange for Holdings common units, series A preferred units and series B preferred units on a one for one basis in accordance with the Rollover Agreement, and effective as of the effective time of the Merger (the "Effective Time").
- F3. Reflects securities held by the Kadre Family Partnership, L.P. a family limited partnership, of which the Reporting Person is the general partner.
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