NEUE Form 4: Bessemer affiliates roll equity in Oct 2, 2025 merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
NeueHealth (NEUE): Insider disposition tied to merger and rollover
Entities affiliated with Bessemer Venture Partners reported Form 4 transactions on October 2, 2025, reflecting the completion of a merger in which NH Holdings 2025, Inc. acquired NeueHealth. The filing shows a disposition of 999,218 shares of common stock and 8,500 shares of Series B Convertible Perpetual Preferred Stock, with beneficial ownership reported as 0 following the transactions.
Per the footnotes, the Issuer merged with NH Holdings Acquisition 2025, Inc., with the Issuer surviving as a wholly owned subsidiary of NH Holdings 2025, Inc. Concurrently, under a Rollover Agreement effective at the merger time, the reporting persons contributed their common and preferred shares to NH Holdings 2025 SPV, L.P. in exchange for corresponding partnership units on a one-for-one basis. The reporting persons are identified as director and 10% owner relationships.
Positive
- None.
Negative
- None.
Insights
Form 4 shows merger-driven rollover; ownership goes to zero.
The filing records dispositions of 999,218 common shares and 8,500 Series B preferred shares on October 2, 2025. The footnotes state NeueHealth completed a merger with NH Holdings 2025, Inc., after which the reporting holders contributed their equity into NH Holdings 2025 SPV, L.P. for equivalent units per a Rollover Agreement.
This indicates a structural change rather than open-market selling. The post-transaction beneficial ownership in the issuer is reported as 0, consistent with the rollover and the issuer becoming a subsidiary of the buyer.
Actual investor impact depends on the merger terms disclosed elsewhere; this Form 4 confirms holder-level mechanics and timing associated with the change of control.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Bessemer Venture Partners IX L.P., Bessemer Venture Partners IX Institutional L.P., Deer IX & Co. Ltd., Deer IX & Co. L.P., Bessemer Venture Partners Century Fund L.P., Bessemer Venture Partners Century Fund Institutional L.P., Deer X & Co. Ltd., Deer X & Co. L.P., 15 Angels II LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Series B Convertible Perpetual Preferred Stock | 8,500 | $0.00 | -- |
| Disposition | Common Stock | 999,218 | $0.00 | -- |
Holdings After Transaction:
Series B Convertible Perpetual Preferred Stock — 0 shares (Indirect, See footnote);
Common Stock — 0 shares (Indirect, See footnote)
Footnotes (1)
- On October 2, 2025, NH Holdings 2025, Inc. ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Buyer ("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 Buyer (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Parallel L.P. ("Bessemer IX Parallel"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional, and together with Bessemer IX, and Bessemer IX Parallel, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century"), Bessemer Venture Partners Century Fund Parallel L.P. ("Bessemer Century Parallel") (Continued from footnote 2) Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, and Bessemer Century Parallel, the "Bessemer Century Funds") and 15 Angels II LLC ("15 Angels") contributed 22,203 shares of Common Stock and 189 shares of Series B Preferred Stock (as defined below); 426,445 shares of Common Stoick and 3,628 shares of Series B Preferred Stock, 359,437 shares of Common Stock and 3,058 share of Series B Preferred Stock, 7,803 shares of Common Stock and 66 shares of Series B Preferred Stock, 18,326 shares of Common Stock and 156 shares of Series B Preferred Stock, 164,872 shares of Common Stock and 1,402 shares of Series B Preferred Stock, 132 shares of Common Stocka and 1 share of Series B Preferred Stock, respectively. Pursuant to the Rollover Agreement, dated as of December 23, 2024 (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"). Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds. Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of each of the Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. (Continued from footnote 5) are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds. Pursuant to a proxy arrangement between Deer X L.P. and Deer IX L.P., Deer IX L.P., its general partner Deer IX Ltd., and the directors of Deer IX Ltd. make voting decisions with respect to the shares of the Issuer held by Bessemer Century and Bessemer Century Institutional. Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of Bessemer Venture Partners VIII Institutional L.P. ("Bessemer VIII Institutional"), which is the sole member of 15 Angels. Deer VIII Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by 15 Angels, and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII L.P. (Continued from footnote 6) are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect interests in 15 Angels. The Issuer's Series B Preferred Stock was convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) 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 plus increases for accumulated quarterly dividends that are not paid in cash ("compounded dividends")) plus (ii) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price as of the applicable conversion date (initially approximately $1.4169), subject to anti-dilution adjustments. The Series B Preferred Stock had no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock was greater than 287% of the then applicable conversion price (initially $4.07) for (x) at least 20 trading days in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provided notice of its election to convert, the Issuer may have elected to convert all of the Series B Preferred Stock into the relevant number of shares of Issuer common stock. [Continued on Note 10] [Continuation of Note 9] At any time following the fifth anniversary of the original issuance date, the Issuer may have redeemed all of the Series B Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurred at any time on or after the seventh anniversary of the original issuance date.
FAQ
What did the NeueHealth (NEUE) Form 4 report?
It reported dispositions of 999,218 common shares and 8,500 Series B preferred shares on October 2, 2025, tied to a merger and equity rollover.
What caused the transactions reported for NEUE?
A merger where NH Holdings 2025, Inc. acquired NeueHealth, followed by a Rollover Agreement exchanging shares for partnership units one-for-one.
What was the reporting persons’ ownership after the NEUE transactions?
The Form 4 shows 0 beneficial ownership in the issuer following the reported transactions.
Which securities were involved in the NEUE Form 4?
Common stock (999,218 shares) and 8,500 shares of Series B Convertible Perpetual Preferred Stock.
Who are the reporting persons in the NEUE Form 4?
Affiliates of Bessemer Venture Partners, noted as director and 10% owner relationships in the issuer.