NEUE director rolls equity into buyer after merger; 15,255 shares disposed
Rhea-AI Filing Summary
NeueHealth, Inc. director Robert J. Sheehy reported dispositions tied to the closing of a merger and a rollover into the buyer structure. On 10/02/2025 the reported transactions show 250,690 common shares and 15,255 common shares (separately listed) disposed, with the amount of securities beneficially owned following the transactions reported as 0 in each line. The filing explains the issuer merged into a Merger Sub and became a wholly-owned subsidiary of NH Holdings 2025, Inc., and the reporting person contributed his issuer securities into a rollover vehicle in exchange for Holdings units effective at the merger's closing.
The form clarifies the relationship: the reporting person is a director, the transactions arose from the Merger Agreement dated 12/23/2024, and the rollover occurred under a Rollover Agreement effective at the merger close.
Positive
- Merger completed — the Issuer merged into Merger Sub and became a wholly‑owned subsidiary of NH Holdings 2025, Inc.
- Rollover of equity — Reporting Person exchanged common and preferred shares for Holdings units on a one‑for‑one basis, maintaining economic exposure through the buyer
- Director alignment — Reporting Person remained economically invested via the rollover rather than fully cashing out
Negative
- Large disposals reported — 250,690 and 15,255 common shares were disposed on 10/02/2025
- Direct beneficial ownership reported as zero following the transactions for the listed common stock lines
Insights
Director converted public shares into private‑equity rollover units at the merger close.
The transactions reflect a standard post‑acquisition rollover where public equity and preferred shares were exchanged one‑for‑one into Holdings units under a 12/23/2024 Rollover Agreement and became effective on 10/02/2025. The reporting lines show dispositions of 250,690 and 15,255 common shares with beneficial ownership reported as 0 following the transfers.
Dependencies and near‑term items to watch include the contractual terms of the rolled units (voting, liquidity, and conversion mechanics) and any subsequent filings that clarify indirect ownership or unit economics; these determine alignment and exit timing for holders in the coming months.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 250,690 | $0.00 | -- |
| Disposition | Common Stock | 15,255 | $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 December 23, 2024 (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").
