NEUE insider files rollover: 20,103 shares disposed, 131,849 RSUs assumed
Rhea-AI Filing Summary
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.
Positive
- Equity rollover preserved economic exposure via parent-company RSUs totaling 131,849 units
- Original vesting schedules continued, including annual vesting and a defined 10/11/2026 vest date
Negative
- Reporting person disposed of 20,103 common shares and reports 0 common shares beneficially owned after the transaction
- Direct common ownership eliminated, which could reduce insider-held voting shares in the issuer
Insights
TL;DR: Insider moved equity into buyer vehicle and relinquished direct common shares after a merger.
The reporting person participated in a structured rollover under a Rollover Agreement tied to a Merger completed on 10/02/2025, exchanging common and preferred stock for units in the buyer entity. The conversion preserved economic exposure via parent-company RSUs rather than cashing out all awards.
This changes direct ownership: 20,103 shares were disposed and the filer reports 0 common shares held post-transaction, while 131,849 RSUs were assumed and adjusted into parent units with vesting continuing under original schedules, including a 10/11/2026 cliff. Watch vesting milestones through 10/11/2026 for potential future share issuance or sales.
TL;DR: Equity awards were converted and remain subject to original vesting; one tranche fully vests on 10/11/2026.
The filing shows three RSU grants totaling 131,849 units were adjusted into parent-company-equivalent RSUs and remain subject to the original vesting terms: annual vesting starting 3/11/2024 and 3/6/2023 for two tranches, and full vesting on 10/11/2026 for the third tranche. The terms indicate continuity rather than acceleration of rights.
Key dependencies include the buyer’s treatment of equity in plan documents and whether any change-in-control provisions trigger acceleration. Monitor vesting dates and any future filings that show exercised shares or further dispositions within the next 12 months.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 28,000 | $0.00 | -- |
| Disposition | Restricted Stock Units | 3,849 | $0.00 | -- |
| Disposition | Restricted Stock Units | 100,000 | $0.00 | -- |
| Disposition | Common Stock | 20,103 | $0.00 | -- |
Footnotes (1)
- On October 2, 2025, NH Holdings 2025, Inc. ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Buyer ("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 Buyer (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. Pursuant to the Rollover Agreement, dated as of September 17, 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"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/24. Each Issuer restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was assumed and adjusted into a restricted stock unit with respect to a number of shares of common stock of Parent equal to the number of shares of Issuer common stock subject to such Issuer RSU and continued to be subject to the same terms and restrictions set forth in the Issuer equity plans and any applicable individual award agreement issued thereunder (including with respect to vesting). The original grant of these restricted stock units vest in equal annual installments beginning on 3/6/23. All of these restricted stock units vest on 10/11/26.
