NeueHealth (NYSE: NEUE) merger Outside Date pushed to Dec 23, 2025

Rhea-AI Filing Summary

NeueHealth, Inc. reported that the outside deadline to complete its previously announced merger has been extended. Under the existing Merger Agreement with NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc., the "Outside Date" has been moved to December 23, 2025, following written notice from the merger parent entity on September 18, 2025. This change gives the parties more time under the current agreement framework to work toward closing the transaction.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001671284false9250 NW 36th St Suite 420DoralFlorida00016712842025-09-182025-09-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported) September 18, 2025

NeueHealth, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40537			47-4991296
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

9250 NW 36th St Suite 420, Doral, Florida						33178
Address of Principal Executive Office						(Zip Code)

(612) 238-1321

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			NEUE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 8.01. Other Events.

As previously reported, NeueHealth, Inc. (the “Company”) entered into an Agreement and Plan of Merger, dated as of December 23, 2024 (the “Merger Agreement”), by and among the Company, NH Holdings 2025, Inc. (“Parent”), and NH Holdings Acquisition 2025, Inc. On September 18, 2025, Parent delivered to the Company written notice of the extension of the Outside Date (as defined in the Merger Agreement) to December 23, 2025 in accordance with Section 8.1(a) of the Merger Agreement.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
104						The cover page from the Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						NeueHealth, Inc.
Date:			09/23/2025			By:			/s/ Jeff Craig
						Name:			Jeff Craig
						Title:			General Counsel and Corporate Secretary

FAQ

What did NeueHealth (NEUE) disclose in this 8-K filing?

NeueHealth, Inc. disclosed that NH Holdings 2025, Inc., the parent in its pending merger, has extended the Merger Agreement "Outside Date" to December 23, 2025 in accordance with the agreement terms.

What is the new merger Outside Date for NeueHealth (NEUE)?

The Outside Date in the Merger Agreement involving NeueHealth, Inc., NH Holdings 2025, Inc., and NH Holdings Acquisition 2025, Inc. has been extended to December 23, 2025.

Who are the merger counterparties to NeueHealth, Inc. (NEUE)?

The Merger Agreement is among NeueHealth, Inc., NH Holdings 2025, Inc. (the Parent), and NH Holdings Acquisition 2025, Inc..

When was the NeueHealth Merger Agreement originally signed?

The Agreement and Plan of Merger involving NeueHealth, Inc. was dated as of December 23, 2024.

What triggered the extension of NeueHealth’s merger Outside Date?

On September 18, 2025, NH Holdings 2025, Inc. delivered written notice to NeueHealth, Inc. exercising its right under Section 8.1(a) of the Merger Agreement to extend the Outside Date to December 23, 2025.

Does this 8-K discuss any new financial results for NeueHealth (NEUE)?

No. The disclosure focuses on extending the merger Outside Date under the existing Merger Agreement and does not present financial results.