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NEIGHBORHOOD INTELLIGENCE, INC. (NXH) is the issuer in an amended beneficial-ownership report stating that spouses Mitchell Rosen and Sharon Rosen may each be deemed to beneficially own 3,852,739 shares, or 3.5%, as of November 13, 2026. The reported amount comprises 1,875,100 shares held by the Mitchell A. Rosen Revocable Trust, 1,875,100 shares held by the Sharon Rosen Revocable Trust, and 102,539 shares in their joint brokerage account. Each trust directly beneficially owned 1,875,100 shares, or 1.7%. Mitchell Rosen is trustee and grantor of the Mitchell trust; he and Sharon Rosen are co-trustees of the Sharon trust. Each reporting person disclaims beneficial ownership of securities reported for another reporting person except to the extent of that person's pecuniary interest.
Key Figures
Beneficial ownership attributed to Mitchell Rosen:3,852,739 sharesBeneficial ownership attributed to Sharon Rosen:3,852,739 sharesPercentage attributed to each spouse:3.5%+4 more
7 metrics
Beneficial ownership attributed to Mitchell Rosen3,852,739 sharesMay be deemed beneficially owned as of November 13, 2026; includes shares held by both trusts and the joint account.
Beneficial ownership attributed to Sharon Rosen3,852,739 sharesMay be deemed beneficially owned as of November 13, 2026; the reported holdings overlap with those attributed to Mitchell Rosen.
Percentage attributed to each spouse3.5%As of November 13, 2026.
Shares held by each revocable trust1,875,100 sharesEach trust's direct beneficial ownership as of November 13, 2026.
Percentage held by each revocable trust1.7%As of November 13, 2026.
Joint brokerage account102,539 sharesShares held jointly by Mitchell Rosen and Sharon Rosen.
NXH common shares outstanding110,017,208 sharesAs of November 3, 2026; basis used to calculate reported ownership percentages.
Key Terms
beneficial ownership, sole voting power, shared voting power, pecuniary interest
4 terms
beneficial ownershipregulatory
"may each be deemed to beneficially own an aggregate"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
sole voting powerregulatory
"has sole voting and dispositive power over the Common Stock"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
shared voting powerregulatory
"share voting and dispositive power over the Common Stock"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
pecuniary interestregulatory
"except to the extent of such Reporting Person's pecuniary interest"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many NXH shares may Mitchell and Sharon Rosen be deemed to own?
Mitchell Rosen and Sharon Rosen may each be deemed to beneficially own 3,852,739 shares, or 3.5%, as of November 13, 2026. The reported amount includes 1,875,100 shares held by each of their revocable trusts and 102,539 shares in their joint brokerage account.
How many NXH shares does each Rosen trust hold?
The Mitchell A. Rosen Revocable Trust and the Sharon Rosen Revocable Trust each directly beneficially owned 1,875,100 shares, or 1.7% of the class, as of November 13, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
NEIGHBORHOOD INTELLIGENCE
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
690370101
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
690370101
1
Names of Reporting Persons
Rosen Mitchell A.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,875,100.00
6
Shared Voting Power
1,977,639.00
7
Sole Dispositive Power
1,875,100.00
8
Shared Dispositive Power
1,977,639.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,739.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The aggregate beneficial ownership includes (i) 1,875,100 shares held by the Sharon Rosen Revocable Trust Dated March 21, 2017, over which the Reporting Person shares voting and dispositive power as co-trustee, and which the Reporting Person may be deemed to beneficially own by virtue of his relationship with Sharon Rosen, and (ii) 102,539 shares held in a joint brokerage account of the Reporting Person and Sharon Rosen, over which the Reporting Person shares voting and dispositive power with Sharon Rosen.
SCHEDULE 13G
CUSIP Number(s):
690370101
1
Names of Reporting Persons
Mitchell A. Rosen Revocable Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,875,100.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,875,100.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,875,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
690370101
1
Names of Reporting Persons
Rosen Sharon
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,977,639.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,977,639.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,739.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The aggregate beneficial ownership includes (i) 1,875,100 shares held by the Mitchell A. Rosen Revocable Trust Dated March 21, 2017, which the Reporting Person may be deemed to beneficially own solely by virtue of her relationship with Mitchell Rosen, and (ii) 102,539 shares held in a joint brokerage account of the Reporting Person and Mitchell Rosen, over which the Reporting Person shares voting and dispositive power with Mitchell Rosen.
SCHEDULE 13G
CUSIP Number(s):
690370101
1
Names of Reporting Persons
Sharon Rosen Revocable Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,875,100.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,875,100.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,875,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NEIGHBORHOOD INTELLIGENCE
(b)
Address of issuer's principal executive offices:
5310 Maryland Way Brentwood, Tennessee 37027
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed jointly by (i) Mitchell Rosen, (ii) Sharon Rosen, (iii) the Mitchell A. Rosen Revocable Trust Dated March 21, 2017 (the "Mitchell Rosen Trust") and (iv) the Sharon Rosen Revocable Trust Dated March 21, 2017 (the "Sharon Rosen Trust"). Each of the foregoing is referred to herein as a "Reporting Person" and collectively as the "Reporting Persons."
The Mitchell Rosen Trust directly holds 1,875,100 shares of the Issuer's Common Stock, $0.0001 par value ("Common Stock"). Mitchell Rosen serves as trustee and grantor of the Mitchell Rosen Trust and, in such capacity, has sole voting and dispositive power over the Common Stock held by such trust.
The Sharon Rosen Trust directly holds 1,875,100 shares of Common Stock. Sharon Rosen and Mitchell Rosen serve as co-trustees of the Sharon Rosen Trust and, in such capacities, share voting and dispositive power over the Common Stock held by such trust.
Mitchell Rosen and Sharon Rosen also hold 102,539 shares of Common Stock in a joint brokerage account (the "Joint Account"), over which they share voting and dispositive power.
Mitchell Rosen and Sharon Rosen are spouses. Based on their relationship and their respective relationships with the trusts and the Joint Account described herein, Mitchell Rosen and Sharon Rosen may each be deemed to beneficially own an aggregate of 3,852,739 shares of Common Stock, consisting of 1,875,100 shares held directly by the Mitchell Rosen Trust, 1,875,100 shares held directly by the Sharon Rosen Trust and 102,539 shares held in the Joint Account.
The filing of this Schedule 13G shall not be deemed an admission that any Reporting Person is, for purposes of Section 13(d) or Section 13(g) of the Act or otherwise, the beneficial owner of any securities reported herein as beneficially owned by any other Reporting Person, except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of each Reporting Person is 139 Island Estates Parkway Palm Coast, Florida 32137.
(c)
Citizenship:
Mitchell Rosen is a citizen of the United States of America.
Sharon Rosen is a citizen of the United States of America.
The Mitchell A. Rosen Revocable Trust Dated March 21, 2017 is a Florida trust.
The Sharon Rosen Trust is a Florida trust.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
690370101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of November 13, 2026, the Reporting Persons beneficially owned an aggregate of 3,852,739 shares of Common Stock.
As of November 13, 2026, Mitchell Rosen may be deemed to beneficially own an aggregate of 3,852,739 shares of Common Stock, consisting of (i) 1,875,100 shares of Common Stock held directly by the Mitchell Rosen Trust, for which Mitchell Rosen serves as sole trustee, and over which Mitchell Rosen has sole voting and dispositive power, (ii) 1,875,100 shares of Common Stock held directly by the Sharon Rosen Trust, for which Mitchell Rosen serves as co-trustee and over which Mitchell Rosen shares voting and dispositive power with Sharon Rosen, and which Mitchell Rosen may be deemed to beneficially own by virtue of his relationship with Sharon Rosen, and (iii) 102,539 shares of Common Stock held in the Joint Account, over which Mitchell Rosen shares voting and dispositive power with Sharon Rosen.
As of November 13, 2026, Sharon Rosen may be deemed to beneficially own an aggregate of 3,852,739 shares of Common Stock, consisting of (i) 1,875,100 shares of Common Stock held directly by the Sharon Rosen Trust, for which Sharon Rosen serves as co-trustee, and over which Sharon Rosen shares voting and dispositive power with Mitchell Rosen, (ii) 102,539 shares of Common Stock held in the Joint Account, over which Sharon Rosen shares voting and dispositive power with Mitchell Rosen, and (iii) 1,875,100 shares of Common Stock held directly by the Mitchell Rosen Trust, which Sharon Rosen may be deemed to beneficially own by virtue of her relationship with Mitchell Rosen.
As of November 13, 2026, the Mitchell Rosen Trust directly beneficially owned 1,875,100 shares of Common Stock, over which Mitchell Rosen has sole voting and dispositive power as trustee of such trust.
As of November 13, 2026, the Sharon Rosen Trust directly beneficially owned 1,875,100 shares of Common Stock, over which Sharon Rosen and Mitchell Rosen share voting and dispositive power as co-trustees of such trust.
Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein as beneficially owned by any other Reporting Person, except to the extent of such Reporting Person's pecuniary interest therein, and the filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) or Section 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of such securities.
(b)
Percent of class:
The percentages set forth below are calculated based on 110,017,208 shares of Common Stock outstanding as of November 3, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the Securities and Exchange Commission on November 5, 2026.
Mitchell Rosen: 3.5%
Sharon Rosen: 3.5%
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 1.7%
Sharon Rosen Revocable Trust Dated March 21, 2017: 1.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Mitchell Rosen: 1,875,100
Sharon Rosen: 0
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 1,875,100
Sharon Rosen Revocable Trust Dated March 21, 2017: 1,875,100
(ii) Shared power to vote or to direct the vote:
Mitchell Rosen: 1,977,639
Sharon Rosen: 1,977,639
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 0
Sharon Rosen Revocable Trust Dated March 21, 2017: 0
(iii) Sole power to dispose or to direct the disposition of:
Mitchell Rosen: 1,875,100
Sharon Rosen: 0
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 1,875,100
Sharon Rosen Revocable Trust Dated March 21, 2017: 1,875,100
(iv) Shared power to dispose or to direct the disposition of:
Mitchell Rosen: 1,977,639
Sharon Rosen: 1,977,639
Mitchell A. Rosen Revocable Trust Dated March 21, 2017: 0
Sharon Rosen Revocable Trust Dated March 21, 2017: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Joint Filing Agreement among the Reporting Persons was previously filed as Exhibit 99.1 to Amendment No. 1 to the Schedule 13G filed on July 7, 2026 and is incorporated herein by reference.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of July 6, 2026, pursuant to which they have agreed to the joint filing of this Schedule 13G and any amendments hereto. The filing of this Schedule 13G and the Joint Filing Agreement shall not be deemed an admission that the Reporting Persons constitute a "group" for purposes of Section 13(d) or Section 13(g) of the Act or the rules and regulations thereunder.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
