NEA Entities Restructure NEUE Holdings; Warrants Net‑Exercised at $6.75
Rhea-AI Filing Summary
NEA 18 Venture Growth Equity, L.P. and related NEA entities reported multiple transactions in NeueHealth, Inc. (NEUE) securities tied to a corporate merger and warrant activity. On 10/02/2025 the reporting persons exercised and surrendered warrants in cashless transactions and contributed common and preferred shares into a parent vehicle as part of a merger, after which those contributed shares were cancelled.
The filings show warrant exercises at an exercise price of $0.01 and the use of a $6.75 closing market price to determine cashless exercise surrender amounts. Reported totals before cancellation included up to 2,385,055 common shares beneficially owned at one point, and subsequent cancellations reduced direct common share holdings to 0 following contribution to NH Holdings 2025 SPV, L.P.
Positive
- Cashless net exercise used market-price-based surrender at $6.75, conserving cash for holders
- Rollover into Ultimate Parent preserved economic interest via limited-partnership interests rather than outright sale
Negative
- Direct common share holdings reduced to 0 after contribution and cancellation, changing direct voting visibility
- Complex restructuring moves ownership to a parent vehicle, potentially delaying public-market liquidity or transparency
Insights
Large rollover and cashless warrant exercises restructured NEA ownership into the ultimate parent.
The reporting persons executed warrants and performed cashless net exercises using a $6.75 per-share market reference on 10/02/2025
Concurrently, common and preferred holdings were contributed into a parent vehicle under merger-related rollover agreements, with contributed shares cancelled, leaving the direct reporting entity with 0 common shares. Monitor how the restructured ownership in the parent vehicle affects voting alignment and future liquidity timing over the next 12 months.
Cashless warrant exercises and preferred conversions indicate capital-structure simplification tied to the Merger.
Warrants with $0.01 exercise strikes were exercised and partially surrendered in net exercises; certain warrants became fully exercisable on 10/02/2025, and Series A/B preferred instruments were converted or cancelled per the merger mechanics.
These actions materially changed the reported beneficial ownership and converted contingent instruments into parent-level interests; watch for any disclosures from the ultimate parent about lock-ups or transfer restrictions in the coming quarters.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| X | Warrant (Right to Buy) | 1,656,789 | $0.00 | -- |
| X | Warrant (Right to Buy) | 607,536 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 124,085 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 124,085 | $0.00 | -- |
| Disposition | Series A Convertible Perpetual Preferred Stock | 125,000 | $0.00 | -- |
| Disposition | Series B Convertible Perpetual Preferred Stock | 100,000 | $0.00 | -- |
| X | Common Stock | 1,656,789 | $0.01 | $17K |
| Sale | Common Stock | 2,455 | $6.75 | $17K |
| X | Common Stock | 607,536 | $0.01 | $6K |
| Sale | Common Stock | 900 | $6.75 | $6K |
| Exercise | Common Stock | 124,085 | $0.01 | $1K |
| Tax Withholding | Common Stock | 182 | $6.75 | $1K |
| Disposition | Common Stock | 2,384,873 | $0.00 | -- |
Footnotes (1)
- The securities are directly held by NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE") and are indirectly held by NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"), the sole general partner of NEA 18 VGE, NEA 18 VGE GP, LLC ("NEA 18 VGE GP"), the sole general partner of NEA Partners 18 VGE, and the individual managers of NEA 18 VGE GP (NEA Partners 18 VGE, NEA 18 VGE GP and the individual managers of NEA 18 VGE GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Mangers are Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Mohamad Makhzoumi, Edward Mathers, Scott Sandell, Paul Walker and Rick Yang. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 18 VGE in which the Indirect Reporting Persons have no pecuniary interest. Represents the cashless net exercise of a warrant through the surrender of shares to the Issuer based on a fair market value of $6.75 per share, the closing market price of the Issuer's common stock on October 1, 2025. Pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among the Issuer, NH Holdings 2025, Inc. ("Parent") and NH Holdings Acquisition 2025, Inc. ("Merger Sub"), on October 2, 2025, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to rollover agreements entered into between certain of the Reporting Persons and NH Holdings 2025 SPV, L.P. ("Ultimate Parent"), Parent and Merger Sub, each share of the Issuer's Common Stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") beneficially owned by the Reporting Persons was contributed to Ultimate Parent in exchange for limited partnership interests in Ultimate Parent. Each such share of the Issuer's Common Stock, Series A Preferred Stock and Series B Preferred Stock was then cancelled and ceased to exist. The warrants became exercisable as to 828,395 shares on August 29, 2023, 552,263 shares on September 18, 2023, 100,606 shares on November 1, 2023 and 175,525 shares on December 20, 2023. The warrants became exercisable as to 371,187 shares on April 30, 2024, 28,399 shares on June 21, 2024, 185,595 shares on October 2, 2024 and 22,355 shares on September 26, 2025. Warrants issued pursuant to the Warrantholders Agreement, dated September 30, 2025 between the Issuer and the holders listed on Schedule 1 thereto, and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, that certain Incremental Amendment No. 2, dated as of April 8, 2024, that certain Amendment No. 3, dated as of June 21, 2024, that certain Amendment No. 4, dated as of October 29, 2024, and that certain Amendment No. 5, dated as of September 30, 2025, between the Issuer and the lenders thereto. The warrants became fully exercisable on October 2, 2025. The Series A Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $4.55 per share) as of the conversion date, subject to anti-dilution adjustments. The Series A Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series A Preferred Stock upon the occurrence of certain conditions. The Series B Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $1.4169 per share) as of the conversion date, subject to anti-dilution adjustments. The Series B Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series B Preferred Stock upon the occurrence of certain conditions.
