NeueHealth (NEUE) insider rolls holdings into merger vehicle; warrants exercised

Rhea-AI Filing Summary

Paul Edward Walker, reporting as a manager of several NEA entities, reported multiple transactions in NeueHealth, Inc. (NEUE) on 10/02/2025. The filing shows a series of warrant exercises, cashless net exercises and conversions at exercise prices of $0.01 and a cashless exercise reference price of $6.75 (closing price on 10/01/2025). Many derivative instruments (warrants) were exercised or became exercisable on 10/02/2025, producing reported increases in underlying common shares and then, pursuant to a merger on 10/02/2025, the Reporting Persons contributed their shares and preferred stock to NH Holdings 2025 SPV, L.P. and the contributed shares were cancelled.

The net effect disclosed is that large blocks of common stock and convertible preferred shares were converted/exercised and then rolled into limited partnership interests in the Ultimate Parent as part of the Merger, with several reported beneficial ownership lines ending at 0 following cancellation.

Positive

• Rollover into Ultimate Parent provided continuity of investor participation via limited partnership interests following the 10/02/2025 Merger
• Warrants and convertible instruments were exercised/structured (many at $0.01 or via cashless exercise at $6.75), demonstrating monetization or conversion of holdings prior to or concurrent with the Merger

Negative

• Reported direct/indirect holdings cancelled following contribution to the Ultimate Parent, with multiple lines showing resulting beneficial ownership of 0
• Large warrant exercises and conversions materially altered pre-Merger share counts (e.g., reported aggregates of 2,384,873 and 1,160,234) which may affect outstanding share and warrant inventories

Insights

Corporate Governance Analyst

TL;DR: Insider reported structured rollovers into the merger vehicle and cancellation of contributed securities.

The filing documents that Reporting Persons contributed common shares and Series A and Series B convertible preferred shares to NH Holdings 2025 SPV, L.P. in connection with the Merger on 10/02/2025, and those contributed securities were cancelled. That sequence—contribution then cancellation—shows a governance outcome where previous direct/indirect holdings were converted into limited partnership interests in the Ultimate Parent.

Dependencies and risks include the terms of the rollover and the Merger Agreement (the filing cites the 12/23/2024 Agreement and the 10/02/2025 Merger). Monitorable items: the new ownership structure and any disclosures about the Ultimate Parent's control or voting arrangements in subsequent filings.

Securities / Capital Structure Analyst

TL;DR: Multiple warrant exercises and cashless settlements materially changed reported share counts before the Merger.

The report shows warrant exercises issued at $0.01 and cashless net exercises based on a $6.75 closing price, producing aggregate reported movements such as increases of 1,656,789, 607,536, and other warrant-related share amounts on 10/02/2025. Several lines show resulting common share tallies (for example, 2,384,873 and 1,160,234) that were then contributed and cancelled in the Merger.

Key dependencies are the conversion terms for Series A and B preferred (conversion formulas cited) and the timing of warrant exercisability (some became fully exercisable on 10/02/2025). Watch subsequent public filings for the post-Merger share ledger and any changes to dilution or outstanding warrant inventories.

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
Estimated average burden
hours per response:			0.5

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^*

Walker Paul Edward

(Last) (First) (Middle)

2855 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(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)

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		X		189,195	A	$0.01	788,259	I	See Note 1(1)
Common Stock	10/02/2025		S(2)		280	D	$6.75	787,979	I	See Note 1(1)
Common Stock	10/02/2025		M		372,255	A	$0.01	1,160,234	I	See Note 1(1)
Common Stock	10/02/2025		F(2)		551	D	$6.75	1,159,683	I	See Note 1(1)
Common Stock	10/02/2025		D		1,159,683	D	(3)	0	I	See Note 1(1)
Common Stock	10/02/2025		X		189,195	A	$0.01	488,982	I	See Note 4(4)
Common Stock	10/02/2025		S(2)		280	D	$6.75	488,702	I	See Note 4(4)
Common Stock	10/02/2025		M		186,128	A	$0.01	674,830	I	See Note 4(4)
Common Stock	10/02/2025		F(2)		276	D	$6.75	674,554	I	See Note 4(4)
Common Stock	10/02/2025		D		674,554	D	(3)	0	I	See Note 4(4)
Common Stock	10/02/2025		X		1,656,789	A	$0.01	1,656,789	I	See Note 5(5)
Common Stock	10/02/2025		S(2)		2,455	D	$6.75	1,654,334	I	See Note 5(5)
Common Stock	10/02/2025		X		607,536	A	$0.01	2,261,870	I	See Note 5(5)
Common Stock	10/02/2025		S(2)		900	D	$6.75	2,260,970	I	See Note 5(5)
Common Stock	10/02/2025		M		124,085	A	$0.01	2,385,055	I	See Note 5(5)
Common Stock	10/02/2025		F(2)		182	D	$6.75	2,384,873	I	See Note 5(5)
Common Stock	10/02/2025		D		2,384,873	D	(3)	0	I	See Note 5(5)

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	(6)	(6)	Common Stock	189,195	$0	0	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		A		372,255		10/02/2025	10/02/2030	Common Stock	372,255	(7)	372,255	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		M			372,255	(8)	(8)	Common Stock	372,255	$0	0	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		X			189,195	(6)	(6)	Common Stock	189,195	$0	0	I	See Note 4(4)
Warrant (Right to Buy)	$0.01	10/02/2025		A		186,128		10/02/2025	10/02/2030	Common Stock	186,128	(7)	186,128	I	See Note 4(4)
Warrant (Right to Buy)	$0.01	10/02/2025		M			186,128	(8)	(8)	Common Stock	186,128	$0	0	I	See Note 4(4)
Series A Convertible Perpetual Preferred Stock	(9)	10/02/2025		D			75,000	(9)	(9)	Common Stock	330,194	(3)	0	I	See Note 4(4)
Series B Convertible Perpetual Preferred Stock	(10)	10/02/2025		D			37,700	(10)	(10)	Common Stock	509,780	(3)	0	I	See Note 4(4)
Warrant (Right to Buy)	$0.01	10/02/2025		X			1,656,789	(11)	(11)	Common Stock	1,656,789	$0	0	I	See Note 5(5)
Warrant (Right to Buy)	$0.01	10/02/2025		X			607,536	(12)	(12)	Common Stock	607,536	$0	0	I	See Note 5(5)
Warrant (Right to Buy)	$0.01	10/02/2025		A		124,085		10/02/2025	10/02/2030	Common Stock	124,085	(7)	124,085	I	See Note 5(5)
Warrant (Right to Buy)	$0.01	10/02/2025		M			124,085	(8)	(8)	Common Stock	124,085	$0	0	I	See Note 5(5)
Series A Convertible Perpetual Preferred Stock	(9)	10/02/2025		D			125,000	(9)	(9)	Common Stock	550,323	(3)	0	I	See Note 5(5)
Series B Convertible Perpetual Preferred Stock	(10)	10/02/2025		D			100,000	(10)	(10)	Common Stock	1,352,200	(3)	0	I	See Note 5(5)

Explanation of Responses:

1. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has 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, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred 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, Series A Preferred Stock and Series B Preferred Stock was then cancelled and ceased to exist.

4. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 17 in which the Reporting Person has no pecuniary interest.

5. The Reporting Person is a manager of NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 18 VGE in which the Reporting Person has no pecuniary interest.

6. 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.

7. 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.

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

9. The Series A Preferred Stock was convertible 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 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $4.55 per share) as of the conversion date, subject to anti-dilution adjustments. The Series A Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series A Preferred Stock upon the occurrence of certain conditions.

10. The Series B Preferred Stock was convertible 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 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $1.4169 per share) as of the conversion date, subject to anti-dilution adjustments. The Series B Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series B Preferred Stock upon the occurrence of certain conditions.

11. The warrants became exercisable as to 828,395 shares on August 29, 2023, 552,263 shares on September 18, 2023, 100,606 shares on November 1, 2023 and 175,525 shares on December 20, 2023.

12. The warrants became exercisable as to 371,187 shares on April 30, 2024, 28,399 shares on June 21, 2024, 185,595 shares on October 2, 2024 and 22,355 shares on September 26, 2025.

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

What transactions did the Form 4 for NEUE on 10/02/2025 report?

The Form 4 reports multiple warrant exercises, cashless net exercises and conversions of Series A and Series B preferred shares on 10/02/2025, with exercise references at $0.01 and a cashless price of $6.75.

Did the reporting person retain direct ownership after the Merger?

No; the filing states the Reporting Persons contributed their shares and preferred stock to NH Holdings 2025 SPV, L.P. in exchange for limited partnership interests and the contributed securities were cancelled, with several reported ownership lines at 0.

How many common shares or warrant-derived shares are shown in the filing?

The filing shows multiple reported amounts, including warrant-derived common share tallies such as 1,656,789, 607,536, and aggregate reported totals like 2,384,873 and 1,160,234 on 10/02/2025.

What price was used for the cashless net exercise?

The cashless net exercise used a fair market value of $6.75, the closing price on 10/01/2025, as stated in the filing.

Were any warrants noted as becoming fully exercisable on specific dates?

Yes. The filing notes certain warrants became fully exercisable on 10/02/2025 and other exercisability schedules (examples include exercisable tranches on 4/30/2024, 6/21/2024, 10/02/2024, and 9/26/2025).