NeueHealth Director Converts Public Shares to Parent Units in Rollover

Rhea-AI Filing Summary

Manuel Kadre, a director of NeueHealth, Inc. (NEUE), reported changes in beneficial ownership tied to the company's merger on 10/02/2025. The filing shows 29,755 shares of common stock and 3,750 shares of common stock were disposed of effective with the merger and, after the transaction, the reporting person reports 0 shares held directly. The report explains the dispositions occurred because the issuer merged into a subsidiary of NH Holdings 2025, Inc., and the reporting person exchanged issuer equity for units in NH Holdings under a Rollover Agreement effective at the merger closing. The filing also discloses indirect holdings through Kadre Family Partnership, L.P.

Positive

• Transaction tied to a documented merger with explanations linking the dispositions to the Merger Agreement and Rollover Agreement
• Rollover exchange preserved economic interest by converting issuer equity into parent units on a one-for-one basis

Negative

• Direct public holdings reduced to 0 following the October 10/02/2025 dispositions (total 33,505 shares disposed)
• Future liquidity and public-market exposure unclear because equity was converted into units of a private parent entity

Insights

Corporate Governance Specialist

Director transferred direct holdings into the new private-parent structure at merger closing.

The director's direct common-stock position was disposed of on 10/02/2025 because the issuer was merged into a Merger Sub controlled by NH Holdings 2025, Inc. The filing states the director received equity units in the parent under a Rollover Agreement, converting public-company shares and preferred stock into parent units on a one-for-one basis.

The main dependencies are the ongoing ownership via the parent entity and the continued indirect holdings through a family partnership. Investors should note the change from direct public-equity exposure to ownership in a private parent vehicle; any future liquidity or voting differences depend on the parent’s structure and exit path over an indeterminate timeframe.

Securities Compliance Analyst

Form 4 correctly records dispositions tied to a corporate merger and a rollover exchange.

The report lists two dispositions totaling 33,505 common shares (29,755 + 3,750) and shows 0 shares held directly after the transaction, with indirect holdings noted for Kadre Family Partnership, L.P. The explanation ties all changes to the Merger Agreement and the Rollover Agreement effective at closing.

From a compliance view, the filing documents the material transactions and identifies the reporting person’s relationship as a director. Timing and exact post-merger economic rights depend on the parent-level agreements; review of those parent agreements would clarify transfer restrictions and reporting obligations going forward.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Kadre Manuel

(Last) (First) (Middle)

C/O NEUEHEALTH, INC.

9250 NW 36TH ST SUITE 420

(Street)

DORAL FL 33178

(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		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)

X	Form filed by One Reporting Person
	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		D(1)		29,755	D	(2)	0	D
Common Stock	10/02/2025		D(1)		3,750	D	(2)	0	I	Kadre Family Partnership, L.P.(3)

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

Explanation of Responses:

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.

2. Pursuant to the Rollover Agreement, dated as of September 9, 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").

3. Reflects securities held by the Kadre Family Partnership, L.P. a family limited partnership, of which the Reporting Person is the general partner.

Remarks:

	/s/ Eric Halverson for Manuel Kadre, Attorney-in-Fact	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Manuel Kadre report on Form 4 for NEUE?

The Form 4 reports dispositions of 29,755 and 3,750 common shares on 10/02/2025, leaving 0 shares held directly after the transactions.

Why were the NEUE shares disposed on 10/02/2025?

The dispositions resulted from the issuer merging into a Merger Sub of NH Holdings 2025, Inc., and a Rollover Agreement that converted issuer equity into parent-level units effective at the merger closing.

Does Manuel Kadre retain any ownership after the merger?

Yes. The filing states the reporting person received parent units under the Rollover Agreement and also has indirect holdings via Kadre Family Partnership, L.P.

Who controls the parent that acquired NeueHealth?

The filing states the parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.

When was the Form 4 signed and filed?

The signature block shows execution by attorney-in-fact on 10/06/2025.