NeueHealth insider rollovers, cashless exercises at $6.75 per share
Rhea-AI Filing Summary
Reporting person: Rick Yang, manager of NEA 17 GP, LLC and NEA 18 VGE GP, LLC, filed a Form 4 disclosing multiple warrant exercises, cashless exercises and share rollovers tied to a merger on 10/02/2025.
The filing shows combined warrant exercises and related transactions that increased indirect beneficial ownership then resulted in contributions and cancellations following a merger into a new parent. Notable transactions include warrant acquisitions/assignments totaling approximately 2.39M and 1.66M shares in two groups, cashless net exercises at a fair market value of $6.75 per share, and the cancellation of contributed common and preferred shares in exchange for limited partnership interests as part of the rollover into the ultimate parent.
Positive
- Warrants exercised and converted at low nominal exercise prices ($0.01), reducing strike exposure
- Cashless exercises performed using a $6.75 per share FMV, limiting out‑of‑pocket cost
Negative
- Large blocks of securities (common and preferred) were contributed and then cancelled, moving holdings out of public equity into private partnership interests
- Post-transaction public share counts dropped to zero for the contributed classes, reducing transparent public ownership for those positions
Insights
Insider executed multiple warrant exercises and cashless surrenders during a merger-related rollover.
The reported activity shows warrants and convertible preferred positions converted or exercised on 10/02/2025, producing gross share counts of 2,384,873 and 1,656,789 across two reporting groups before cancellation in a rollover to the ultimate parent. Several exercises were cashless using a closing price of $6.75 per share on 10/01/2025.
Key dependencies include the merger and rollover agreements executed under the merger framework; monitor any filing that quantifies resulting ownership percentages or partnership interests for the Ultimate Parent where these securities were contributed.
Transactions reflect a structural ownership change tied to a Merger and rollover into a new parent entity.
The filer disclaims direct beneficial ownership for portions held by NEA funds and states that contributed common and preferred shares were cancelled and replaced with limited partnership interests in Ultimate Parent pursuant to the merger effective 10/02/2025. This moves economic exposure from public shares to private partnership units.
Material items to watch include any subsequent SEC filings that disclose post‑merger ownership percentages, voting rights or transfer restrictions of the limited partnership interests received in exchange.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| X | Warrant (Right to Buy) | 189,195 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 186,128 | $0.00 | -- |
| Exercise | Warrant (Right to Buy) | 186,128 | $0.00 | -- |
| Disposition | Series A Convertible Perpetual Preferred Stock | 75,000 | $0.00 | -- |
| Disposition | Series B Convertible Perpetual Preferred Stock | 37,700 | $0.00 | -- |
| 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 | 189,195 | $0.01 | $2K |
| Sale | Common Stock | 280 | $6.75 | $2K |
| Exercise | Common Stock | 186,128 | $0.01 | $2K |
| Tax Withholding | Common Stock | 276 | $6.75 | $2K |
| Disposition | Common Stock | 674,554 | $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 Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 17 in which the Reporting Person has 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 Reporting Person is a manager of NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest. The warrants became exercisable as to 123,729 shares on April 30, 2024, 1,733 shares on June 21, 2024, 61,865 shares on October 2, 2024 and 1,868 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. 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.
