NEUE Director Rolled Shares into NH Holdings Units in One-for-One Exchange
Rhea-AI Filing Summary
Linda R. Gooden, a director of NeueHealth, Inc. (NEUE), reported a disposition of 16,443 shares of the company's common stock on 10/02/2025. The Form 4 states the disposition resulted from a merger in which the issuer became a wholly-owned subsidiary of NH Holdings 2025, Inc. under an Agreement and Plan of Merger dated December 23, 2024. Under a Rollover Agreement dated August 11, 2025, the reporting person contributed her common and preferred shares in exchange for units of NH Holdings on a one-for-one basis effective at the merger's closing.
The filing shows the reporting person held 0 shares of issuer common stock after the transaction and the Form 4 was signed by an attorney-in-fact. The document records the ownership transfer and the conversion of equity into Holdings units as the material outcome of the corporate transaction.
Positive
- Merger completed making the issuer a wholly-owned subsidiary of NH Holdings 2025, Inc.
- Rollover Agreement converted common and preferred shares into Holdings units on a one-for-one basis
Negative
- Reporting person beneficial ownership of issuer common stock is 0 following the transaction
- Control of Parent is held by private investment funds affiliated with New Enterprise Associates, Inc., indicating a change in ownership structure
Insights
Director converted issuer equity into acquirer units at the merger closing.
The Form 4 documents a director-level disposition of 16,443 common shares that occurred as part of the Merger on 10/02/2025
The report states a one-for-one rollover of common and preferred shares into NH Holdings units under a Rollover Agreement, resulting in 0 issuer shares held post-transaction. Key dependencies include the Merger Agreement and the Rollover Agreement terms that govern unit conversion and holder rights.
Near-term items to monitor include any subsequent filings that detail the economic rights of the Holdings units and disclosures about control by private investment funds affiliated with New Enterprise Associates, Inc.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 16,443 | $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 August 11, 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").
