NEUE Form 4: Warrants exercised; 1.16M shares cancelled in merger

Rhea-AI Filing Summary

NEUE Form 4 shows New Enterprise Associates-related holders adjusted holdings tied to a merger on 10/02/2025. Reporting persons exercised and transferred warrants and shares: a cashless net exercise converted warrants into 372,255 common shares and another exercise/issuance recorded 189,195 shares at $0.01 per share. The holders also sold small amounts (total 831 shares) at $6.75 per share in connection with the exercises. Following contributions to the buyer vehicle under the merger agreement, 1,159,683 shares were contributed and cancelled, leaving the reporting entity with 0 direct common shares reported post-transaction. The filing discloses layered indirect ownership through NEA Partners 16, NEA 16 GP and named NEA managers and notes certain warrants became fully exercisable on 10/02/2025.

Positive

• Warrants exercised to convert into common stock (189,195 and 372,255 shares), indicating liquidity realization
• Cashless net exercise used fair market value ($6.75) to limit cash outlay
• Rollover into buyer preserves economic interest via limited partnership interests rather than public shares

Negative

• 1,159,683 common shares cancelled following contribution to the merger buyer, reducing publicly available float
• Reporting persons report 0 direct common shares after the transaction, which may change voting/accessibility of prior holdings

Insights

Corporate Transaction Analyst

TL;DR: Transaction shows warrant exercises, a cashless exercise, and rollover into the merger buyer that cancelled over one million shares.

The filing documents convertible activity: 189,195 shares issued via a nominal-price warrant exercise and 372,255 shares from a cashless net exercise (FMV $6.75 on 10/01/2025), plus small open-market sales of 280 and 551 shares tied to those exercises. These movements reflect routine option/warrant mechanics and liquidity capture by holders.

The material action is the merger rollover: the reporting persons contributed 1,159,683 common shares to the buyer vehicle and those shares were cancelled, leaving 0 direct shares reported. Monitor ownership disclosures and any future Schedule 13D/G filings for post-merger ownership stakes in the ultimate parent.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

New Enterprise Associates 16, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NeueHealth, Inc. [ NEUE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/02/2025		X		189,195	A	$0.01	788,259	D(1)
Common Stock	10/02/2025		S(2)		280	D	$6.75	787,979	D(1)
Common Stock	10/02/2025		M		372,255	A	$0.01	1,160,234	D(1)
Common Stock	10/02/2025		F(2)		551	D	$6.75	1,159,683	D(1)
Common Stock	10/02/2025		D		1,159,683	D	(3)	0	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (Right to Buy)	$0.01	10/02/2025		X			189,195	(4)	(4)	Common Stock	189,195	$0	0	D(1)
Warrant (Right to Buy)	$0.01	10/02/2025		A		372,255		10/02/2025	10/02/2030	Common Stock	372,255	(5)	372,255	D(1)
Warrant (Right to Buy)	$0.01	10/02/2025		M			372,255	(6)	(6)	Common Stock	372,255	$0	0	D(1)

1. Name and Address of Reporting Person^*

New Enterprise Associates 16, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NEA Partners 16, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NEA 16 GP, LLC

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The securities are directly held by New Enterprise Associates 16, L.P. ("NEA 16") and are indirectly held by NEA Partners 16, L.P. ("NEA Partners 16"), the sole general partner of NEA 16, NEA 16 GP, LLC ("NEA 16 GP"), the sole general partner of NEA Partners 16, and the individual managers of NEA 16 GP (NEA Partners 16, NEA 16 GP and the individual managers of NEA 16 GP (collectively, the "NEA 16 Managers"), together, the "NEA 16 Indirect Reporting Persons"). The NEA 16 Managers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Paul Walker. The NEA 16 Indirect Reporting Persons disclaim 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 16 in which the NEA 16 Indirect Reporting Persons have no pecuniary interest.

2. 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.

3. 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 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 was then cancelled and ceased to exist.

4. 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.

5. 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.

6. The warrants became fully exercisable on October 2, 2025.

	/s/ Zachary Bambach, attorney-in-fact	10/06/2025
	** Signature of Reporting Person	Date
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FAQ

What did NEA-related holders report on the NEUE Form 4?

They reported warrant exercises and share movements that resulted in the contribution and cancellation of 1,159,683 common shares on 10/02/2025 and reporting 0 direct common shares thereafter.

How many shares were created by warrant exercises in this filing for NEUE?

The filing shows issuance/conversion of 189,195 shares (nominal-price exercise) and 372,255 shares (cashless net exercise).

What price was used for the cashless exercise and related small share sales?

The cashless net exercise used a fair market value of $6.75 per share (closing price on 10/01/2025); the small sales recorded were at $6.75 per share.

Did the filing disclose indirect owners or managers tied to NEA?

Yes; indirect reporting persons include NEA Partners 16, L.P., NEA 16 GP, LLC, and named NEA 16 managers (Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Paul Walker).

Are the contributed shares still outstanding after the merger?

No; the contributed shares were cancelled as part of the merger consideration and ceased to exist following contribution to the ultimate parent vehicle.