NeueHealth insider converts equity in merger; RSUs total 230,490
Rhea-AI Filing Summary
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.
Positive
- Equity continuity preserved through a Rollover Agreement converting issuer equity into holdings units
- RSUs assumed and adjusted into parent-company awards, maintaining original terms and vesting schedules
Negative
- Reported direct beneficial ownership reduced to zero following the reported disposition of 29,325 common shares
- Large RSU block of 180,000 and an additional 48,000 remain subject to future vesting, creating concentration of future dilution or insider supply
Insights
Post-merger equity was rolled into the buyer's holdings; direct share ownership reported at zero.
The reporting person, an executive officer, contributed existing issuer equity into NH Holdings under a Rollover Agreement and the issuer merged into a Merger Sub controlled by NEA-affiliated funds. This preserved economic exposure via holdings units rather than direct public shares.
Dependencies include the terms of the Rollover Agreement and continued applicability of original award restrictions; investors should note the 10/11/2026 vesting milestone for a sizeable block of RSUs.
The filing documents share disposal and conversion of RSUs into parent-company equivalents tied to the acquisition.
The Form 4 records a discrete disposition of 29,325 common shares and the adjustment/assumption of RSUs totaling 230,490 into parent common-stock units. Each RSU remains subject to original vesting terms and some grants have accelerated or single-date vesting noted in the filing.
Key items to watch are the vesting schedule details (original installment schedules and the 10/11/2026 cliff for certain units) and any future filings that convert units into publicly traded shares or disclose distributions from the holdings vehicle.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 2,490 | $0.00 | -- |
| Disposition | Restricted Stock Units | 180,000 | $0.00 | -- |
| Disposition | Restricted Stock Units | 48,000 | $0.00 | -- |
| Disposition | Common Stock | 29,325 | $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 3/6/23. 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). All of these restricted stock units vest on 10/11/26. The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/24.
