NEUE insider Mathers reports warrant exercises and equity rollover on 10/02/2025

Rhea-AI Filing Summary

Reporting person: Edward T. Mathers, identified as a Director and 10% owner through NEA-related entities.

On 10/02/2025 the filing reports multiple warrant exercises, cashless net exercises and share cancellations tied to a merger. The filing shows large warrant exercises at a $0.01 exercise price and cashless net exercises based on a $6.75 fair market price. Following rollover agreements executed in connection with the merger, substantial holdings of Common Stock, Series A and Series B Preferred Stock were contributed to an Ultimate Parent and then cancelled, reducing reported beneficial ownership to zero for those cancelled positions.

Positive

• Large warrant exercises completed at a nominal $0.01 exercise price increasing exercised positions prior to rollover
• Cashless net exercises used fair market value ($6.75) to settle smaller warrant tranches without cash outlay
• Structured rollover converted direct holdings into interests in an Ultimate Parent, creating corporate clarity post-merger

Negative

• Cancellation of contributed shares (Common, Series A and Series B Preferred) following the rollover reduced direct beneficial ownership to zero for those positions
• Significant changes in reported share counts may complicate near-term ownership transparency until post-merger ownership filings are updated

Insights

Corporate Insider / Governance Analyst

Insider activity reflects structured rollover and warrant monetization tied to a merger.

The reporting person is a manager for NEA-affiliated entities and reported multiple transactions on 10/02/2025 including warrant exercises at an exercise price of $0.01, cashless net exercises computed at $6.75, and contributions of equity into an Ultimate Parent that resulted in cancellation of those shares.

Dependencies and risks include the corporate reorganization from the Merger that caused cancellations and reclassification of ownership. Investors should note ownership reporting now reflects indirect interests through the Ultimate Parent rather than direct holdings; this change is immediate as of the merger date.

Securities Transactions / Structuring Specialist

Multiple warrant exercises and cashless surrenders materially changed recorded share counts.

The Form 4 lists warrant exercises totaling hundreds of thousands to over a million underlying shares across NEA-related positions (for example, warrants exercisable into 1,656,789 and 607,536 shares) and cashless net exercises where small share amounts (e.g., 280, 2,455) were surrendered based on a closing market price of $6.75.

These transactions increased reported beneficial ownership counts prior to cancellation and then show cancellation of contributed Common and Preferred shares under the rollover agreements executed with NH Holdings entities on 10/02/2025. Watch near-term filings for any updated indirect ownership percentages or Schedule 13D/G changes if public disclosure thresholds are crossed.

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

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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^*

Mathers Edward T

(Last) (First) (Middle)

104 5TH AVENUE

19TH FLOOR

(Street)

NEW YORK NY 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/02/2025		X		189,195	A	$0.01	488,982	I	See Note 1(1)
Common Stock	10/02/2025		S(2)		280	D	$6.75	488,702	I	See Note 1(1)
Common Stock	10/02/2025		M		186,128	A	$0.01	674,830	I	See Note 1(1)
Common Stock	10/02/2025		F(2)		276	D	$6.75	674,554	I	See Note 1(1)
Common Stock	10/02/2025		D		674,554	D	(3)	0	I	See Note 1(1)
Common Stock	10/02/2025		X		1,656,789	A	$0.01	1,656,789	I	See Note 4(4)
Common Stock	10/02/2025		S(2)		2,455	D	$6.75	1,654,334	I	See Note 4(4)
Common Stock	10/02/2025		X		607,536	A	$0.01	2,261,870	I	See Note 4(4)
Common Stock	10/02/2025		S(2)		900	D	$6.75	2,260,970	I	See Note 4(4)
Common Stock	10/02/2025		M		124,085	A	$0.01	2,385,055	I	See Note 4(4)
Common Stock	10/02/2025		F(2)		182	D	$6.75	2,384,873	I	See Note 4(4)
Common Stock	10/02/2025		D		2,384,873	D	(3)	0	I	See Note 4(4)

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

Explanation of Responses:

1. 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.

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 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.

5. 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.

6. 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.

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

8. 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.

9. 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.

10. 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.

11. 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 Edward T. Mathers report on Form 4 for NEUE?

The Form 4 reports warrant exercises, cashless net exercises at a $6.75 fair market value, and contributions of Common Stock and Series A/B Preferred Stock into an Ultimate Parent on 10/02/2025.

How many shares were shown as exercisable or acquired in the filing?

The filing lists large warrant positions including 1,656,789 and 607,536 warrant-derived shares, plus other exercised tranches such as 189,195 and 186,128.

What price was used for the cashless net exercises reported?

Cashless net exercises used a fair market value of $6.75, which was the closing market price on 10/01/2025.

Did the merger affect reported ownership?

Yes. Pursuant to the Merger and rollover agreements, contributed shares were cancelled after being exchanged for limited partnership interests in the Ultimate Parent, resulting in cancellation of those equity holdings.

Does the reporting person disclaim direct ownership?

Yes. The reporting person disclaims beneficial ownership of portions of the securities held by NEA entities where he has no pecuniary interest, and many positions are shown as indirectly held through NEA-related entities.