NeueHealth insider converts 898,876 RSUs into Parent units after Merger
Rhea-AI Filing Summary
NeueHealth, Inc. (NEUE) CEO and director George L. Mikan III reported changes in beneficial ownership tied to a merger on 10/02/2025. The filing shows 249,453 shares of common stock were disposed and a total of 898,876 restricted stock units (RSUs) were cancelled or adjusted into Parent units under a rollover arrangement, leaving 0 common shares and 0 RSUs beneficially owned following the transactions. The Explanation states the company merged into a subsidiary of NH Holdings 2025, Inc., controlled by investment funds affiliated with New Enterprise Associates, Inc., and the Reporting Person contributed equity into NH Holdings 2025 SPV, L.P. under a Rollover Agreement effective at the Merger's closing. Several RSU grants retain original vesting schedules or accelerated vesting dates, including a tranche that fully vests on 10/11/26.
Positive
- Complete rollover disclosed into Parent units under a Rollover Agreement, showing transactional transparency
- All holdings converted or reported with explicit post-transaction beneficial ownership of 0 for Issuer securities
Negative
- No remaining Issuer common stock or RSUs reported, indicating insiders no longer hold public Issuer equity
- Material change in ownership tied to a takeover reduces public insider alignment with remaining minority shareholders
Insights
Insider ownership was converted into parent-level units as part of a controlling-stockholder merger.
The reporting shows the CEO/director disposed of 249,453 shares and had 898,876 RSUs assumed or converted into Parent units under a Rollover Agreement effective at the Merger on 10/02/2025. This is a typical rollover structure when a target becomes a wholly owned subsidiary and insiders exchange equity for interests in the acquirer.
Key dependencies include the terms of the Rollover Agreement and the vesting schedules that survive or accelerate; one RSU tranche fully vests on 10/11/26
The Form 4 records disposition codes and zero remaining direct holdings after the Merger.
The filing uses disposition coding and explains that Issuer RSUs were assumed and adjusted into Parent RSUs or units on a one-for-one basis, leaving the Reporting Person with no reported direct common stock or RSU holdings in the Issuer post-closing. The signature is by attorney-in-fact, indicating an authorized filing on 10/06/2025.
Investors should note that the transfer to Parent units changes the reporting basis and may alter future Section 16 reporting obligations at the Parent level.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 58,876 | $0.00 | -- |
| Disposition | Restricted Stock Units | 260,000 | $0.00 | -- |
| Disposition | Restricted Stock Units | 580,000 | $0.00 | -- |
| Disposition | Common Stock | 249,453 | $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 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). The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/24. All of these restricted stock units vest on 10/11/26.
