NEUE Form 4: Immelt Rolls Shares into NH Holdings Units
Rhea-AI Filing Summary
Jeffrey R. Immelt, a director of NeueHealth, Inc. (NEUE), reported a transaction dated 10/02/2025 showing the disposition of 23,918 shares of common stock, leaving him with 0 shares of direct ownership. The Form 4 explains that on 10/02/2025 the issuer was acquired by NH Holdings 2025, Inc. under a merger agreement and became a wholly-owned subsidiary of the acquirer. Under a Rollover Agreement dated 09/23/2025, the reporting person contributed his issuer common stock and Series A and Series B preferred shares in exchange for ownership units in NH Holdings 2025 SPV, L.P., effective at the merger closing. The filing was signed by an attorney-in-fact on 10/06/2025.
Positive
- Merger completed with issuer becoming a wholly-owned subsidiary of NH Holdings 2025, Inc. on 10/02/2025
- Rollover preserved economic interest by exchanging common and preferred shares for corresponding units on a one-for-one basis
Negative
- Reporting person now has 0 shares of direct common stock following the reported disposition
- Direct public reporting reduced, shifting ownership to an indirect holding vehicle controlled by private funds
Insights
Director moved from direct holdings to rolled-over private fund units after a merger.
The reported sale of 23,918 common shares and resulting 0 direct ownership reflects a common post-acquisition rollover where public stock is exchanged for private vehicle units. This shifts the reporting structure from direct public equity to indirect interest via NH Holdings 2025 SPV, L.P. which is controlled by funds affiliated with New Enterprise Associates, Inc.
This change reduces publicly reportable direct holdings while preserving economic exposure through the rollover units; monitor any future Section 16 filings for disclosures about the number or type of units held and any sale or distribution events within 12 months.
The transaction stems from a closing of a merger and a contemporaneous rollover agreement.
The Form 4 ties the disposition to a Merger Agreement where the issuer merged into a Merger Sub and became a wholly-owned subsidiary of NH Holdings 2025, Inc. The Rollover Agreement converted public common and preferred shares into corresponding units on a one-for-one basis in the acquiring holding structure.
Key items to watch are any disclosures of the holding vehicle's capital structure and timing of liquidity events for rollover units, since those determine when former public holders might realize value; expect such details in follow-on filings or disclosure documents from the acquirer.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 23,918 | $0.00 | -- |
Footnotes (1)
- 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. Pursuant to the Rollover Agreement, dated as of September 23, 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").
