[Form 4] NeueHealth, Inc. Insider Trading Activity

Q: What exercise prices are shown for warrants in the Form 4?

Warrants were exercised at an exercise price of $0.01 , and cashless net exercises used a fair market value of $6.75 per share.

Filing Impact

(Low)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

NeueHealth, Inc. (NEUE) Form 4 shows a complex set of insider transactions tied to a merger on 10/02/2025. The reporting person, a manager of several NEA entities, recorded multiple warrant exercises, cashless net exercises and share cancellations tied to the merger consideration. Large cancellations occurred when the issuer merged into a parent and reporting persons contributed and cancelled their common and preferred shares in exchange for limited partnership interests in the ultimate parent. After the transactions and conversions, many previously held shares and preferred interests were cancelled and ceased to exist.

The filing lists multiple warrant exercises at a $0.01 exercise price and cashless net exercises using a fair market value of $6.75 per share. Post-transaction beneficial ownership counts vary by fund, and several reported holdings were reduced to 0 following the rollover and cancellation mechanics of the merger.

Positive

Merger rollover converted public holdings into private limited‑partnership interests, providing continuity of ownership
Warrants exercised at a nominal $0.01 exercise price, demonstrating completion of previously exercisable rights

Negative

Significant cancellations of common and preferred shares reduced public holdings to 0 for multiple reporting entities after the merger
Public float likely decreased due to rollovers and cancellations, which can reduce liquidity for NEUE shares

Insights

Complex rollover and cancellations reflect merger-driven ownership reorganization.

The transactions document a structured rollover where holders exchanged common and preferred shares for limited partnership interests in the acquiror, then had those issuer shares cancelled. This reallocates economic and voting exposure from public equity to private limited‑partner interests.

Key dependencies include the 10/02/2025 merger mechanics and the reported rollover agreements; the primary near-term effect is reduced public float and changed beneficial ownership reporting for insiders.

Multiple warrant exercises and cashless settlements materially altered reported holdings.

The filing records warrant exercises at an exercise price of $0.01 and cashless net exercises using $6.75 (closing price on 10/01/2025). Several derivative conversions and preferred-to-common conversions were reported before the merger-driven cancellations.

Concrete items to watch include outstanding warrants and any remaining exercisable securities under the listed schedules and whether cancelled shares reduce the company’s public float over the next reporting cycle.

10/06/2025 - 05:53 PM

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

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^*

Florence Anthony A. Jr.

(Last)

(First)

(Middle)

104 5TH AVENUE

19TH FLOOR

(Street)

NEW YORK

10011

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/02/2025		X		189,195	A	$0.01	1,527,217	I	See Note 1⁽¹⁾
Common Stock	10/02/2025		S⁽²⁾		280	D	$6.75	1,526,937	I	See Note 1⁽¹⁾
Common Stock	10/02/2025		M		434,297	A	$0.01	1,961,234	I	See Note 1⁽¹⁾
Common Stock	10/02/2025		F⁽²⁾		643	D	$6.75	1,960,591	I	See Note 1⁽¹⁾
Common Stock	10/02/2025		D		1,960,591	D	⁽³⁾	0	I	See Note 1⁽¹⁾
Common Stock	10/02/2025		D		43,678	D	⁽³⁾	0	I	See Note 4⁽⁴⁾
Common Stock	10/02/2025		X		189,195	A	$0.01	788,259	I	See Note 5⁽⁵⁾
Common Stock	10/02/2025		S⁽²⁾		280	D	$6.75	787,979	I	See Note 5⁽⁵⁾
Common Stock	10/02/2025		M		372,255	A	$0.01	1,160,234	I	See Note 5⁽⁵⁾
Common Stock	10/02/2025		F⁽²⁾		551	D	$6.75	1,159,683	I	See Note 5⁽⁵⁾
Common Stock	10/02/2025		D		1,159,683	D	⁽³⁾	0	I	See Note 5⁽⁵⁾
Common Stock	10/02/2025		X		189,195	A	$0.01	488,982	I	See Note 6⁽⁶⁾
Common Stock	10/02/2025		S⁽²⁾		280	D	$6.75	488,702	I	See Note 6⁽⁶⁾
Common Stock	10/02/2025		M		186,128	A	$0.01	674,830	I	See Note 6⁽⁶⁾
Common Stock	10/02/2025		F⁽²⁾		276	D	$6.75	674,554	I	See Note 6⁽⁶⁾
Common Stock	10/02/2025		D		674,554	D	⁽³⁾	0	I	See Note 6⁽⁶⁾
Common Stock	10/02/2025		X		1,656,789	A	$0.01	1,656,789	I	See Note 7⁽⁷⁾
Common Stock	10/02/2025		S⁽²⁾		2,455	D	$6.75	1,654,334	I	See Note 7⁽⁷⁾
Common Stock	10/02/2025		X		607,536	A	$0.01	2,261,870	I	See Note 7⁽⁷⁾
Common Stock	10/02/2025		S⁽²⁾		900	D	$6.75	2,260,970	I	See Note 7⁽⁷⁾
Common Stock	10/02/2025		M		124,085	A	$0.01	2,385,055	I	See Note 7⁽⁷⁾
Common Stock	10/02/2025		F⁽²⁾		182	D	$6.75	2,384,873	I	See Note 7⁽⁷⁾
Common Stock	10/02/2025		D		2,384,873	D	⁽³⁾	0	I	See Note 7⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Buy)	$0.01	10/02/2025		X			189,195	⁽⁸⁾	⁽⁸⁾	Common Stock	189,195	$0	0	I	See Note 1⁽¹⁾
Warrant (Right to Buy)	$0.01	10/02/2025		A		434,297		10/02/2025	10/02/2030	Common Stock	434,297	⁽⁹⁾	434,297	I	See Note 1⁽¹⁾
Warrant (Right to Buy)	$0.01	10/02/2025		M			434,297	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	434,297	$0	0	I	See Note 1⁽¹⁾
Warrant (Right to Buy)	$0.01	10/02/2025		X			189,195	⁽⁸⁾	⁽⁸⁾	Common Stock	189,195	$0	0	I	See Note 5⁽⁵⁾
Warrant (Right to Buy)	$0.01	10/02/2025		A		372,255		10/02/2025	10/02/2030	Common Stock	372,255	⁽⁹⁾	372,255	I	See Note 5⁽⁵⁾
Warrant (Right to Buy)	$0.01	10/02/2025		M			372,255	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	372,255	$0	0	I	See Note 5⁽⁵⁾
Warrant (Right to Buy)	$0.01	10/02/2025		X			189,195	⁽⁸⁾	⁽⁸⁾	Common Stock	189,195	$0	0	I	See Note 6⁽⁶⁾
Warrant (Right to Buy)	$0.01	10/02/2025		A		186,128		10/02/2025	10/02/2030	Common Stock	186,128	⁽⁹⁾	186,128	I	See Note 6⁽⁶⁾
Warrant (Right to Buy)	$0.01	10/02/2025		M			186,128	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	186,128	$0	0	I	See Note 6⁽⁶⁾
Series A Convertible Perpetual Preferred Stock	⁽¹¹⁾	10/02/2025		D			75,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	330,194	⁽³⁾	0	I	See Note 6⁽⁶⁾
Series B Convertible Perpetual Preferred Stock	⁽¹²⁾	10/02/2025		D			37,700	⁽¹²⁾	⁽¹²⁾	Common Stock	509,780	⁽³⁾	0	I	See Note 6⁽⁶⁾
Warrant (Right to Buy)	$0.01	10/02/2025		X			1,656,789	⁽¹³⁾	⁽¹³⁾	Common Stock	1,656,789	$0	0	I	See Note 7⁽⁷⁾
Warrant (Right to Buy)	$0.01	10/02/2025		X			607,536	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	607,536	$0	0	I	See Note 7⁽⁷⁾
Warrant (Right to Buy)	$0.01	10/02/2025		A		124,085		10/02/2025	10/02/2030	Common Stock	124,085	⁽⁹⁾	124,085	I	See Note 7⁽⁷⁾
Warrant (Right to Buy)	$0.01	10/02/2025		M			124,085	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	124,085	$0	0	I	See Note 7⁽⁷⁾
Series A Convertible Perpetual Preferred Stock	⁽¹¹⁾	10/02/2025		D			125,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	550,323	⁽³⁾	0	I	See Note 7⁽⁷⁾
Series B Convertible Perpetual Preferred Stock	⁽¹²⁾	10/02/2025		D			100,000	⁽¹²⁾	⁽¹²⁾	Common Stock	1,352,200	⁽³⁾	0	I	See Note 7⁽⁷⁾

Explanation of Responses:

1. The Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), 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 15 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 15 GP, which is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), 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 15-OF in which the Reporting Person has no pecuniary interest.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

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

11. 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.

12. 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.

13. 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.

14. 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
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the NEUE Form 4 filed by the NEA manager report?

It reported multiple warrant exercises, cashless net exercises at $6.75 per share, conversions of preferred stock, and the contribution and cancellation of issuer shares in connection with the 10/02/2025 merger.

How many shares were cancelled in the merger reported on the Form 4?

The filing reports that contributed shares of Common Stock, Series A Preferred and Series B Preferred were cancelled and ceased to exist, with several reported beneficial ownership lines reduced to 0 following the transaction.

What exercise prices are shown for warrants in the Form 4?

Warrants were exercised at an exercise price of $0.01, and cashless net exercises used a fair market value of $6.75 per share.

Did the Form 4 indicate any change to insider ownership percentages?

The filing shows materially changed reported beneficial ownership counts by fund (including reductions to 0) after rollovers and cancellations, indicating reallocation of ownership into limited partnership interests.

Were any derivative securities affected by the transactions?

Yes. Multiple warrants became exercisable or were exercised, some became fully exercisable on 10/02/2025, and conversions of Series A and Series B preferred stock into common‑equivalent shares were reported prior to cancellation.

[Form 4] NeueHealth, Inc. Insider Trading Activity

Insights

FAQ

What did the NEUE Form 4 filed by the NEA manager report?

How many shares were cancelled in the merger reported on the Form 4?

What exercise prices are shown for warrants in the Form 4?

Did the Form 4 indicate any change to insider ownership percentages?

Were any derivative securities affected by the transactions?

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[Form 4] NeueHealth, Inc. Insider Trading Activity

Insights

Corporate Governance Expert positive

Securities Analyst positive

FAQ

What did the NEUE Form 4 filed by the NEA manager report?

How many shares were cancelled in the merger reported on the Form 4?

What exercise prices are shown for warrants in the Form 4?

Did the Form 4 indicate any change to insider ownership percentages?

Were any derivative securities affected by the transactions?

NYSE:NEUE

NEUE Rankings

NEUE Latest News

NEUE Latest SEC Filings

NEUE Stock Data