NeueHealth (NEUE) insiders report warrants exercised and equity rolled into Ultimate Parent

Rhea-AI Filing Summary

NeueHealth, Inc. (NEUE) Form 4 shows a complex set of equity and warrant transactions by Baskettt Forest as a reporting person linked to multiple NEA funds. On 10/02/2025 the filings record multiple warrant exercises, cashless net exercises at a $6.75 FMV, acquisitions at $0.01 exercise price and numerous cancellations following a merger that made the issuer a wholly owned subsidiary of NH Holdings 2025, Inc.

The transactions include the acquisition of large warrant positions (totaling hundreds of thousands of shares by fund vehicle), cashless exercises that surrendered shares, and the conversion/cancellation of preferred shares (Series A and B) into partnership interests in the Ultimate Parent, leaving zero retained issuer shares reported for several holdings.

Positive

• Warrants fully exercisable on 10/02/2025, giving holders defined conversion mechanics
• Cashless exercise price reported at $6.75, tied to closing market price on 10/01/2025
• Structured rollover converted issuer equity into limited partnership interests, clarifying post-merger ownership

Negative

• Reported cancellations of common and preferred shares resulted in zero retained issuer shares for several holdings
• Complex multi-entity ownership may reduce transparency of direct beneficial ownership at the issuer level
• Significant reorganization tied to the merger could delay clarity on ultimate economic ownership percentages

Insights

Securities Compliance Analyst

Complex rollover and warrant exercises tied to a merger changed reported ownership.

The reporting person acts as manager across multiple NEA fund vehicles and reports warrant acquisitions and cashless exercises priced at $6.75 and nominal $0.01 exercise prices. Several equity holdings were contributed and then cancelled in connection with the merger into NH Holdings, leaving reported retained positions at zero for certain classes.

Key dependencies are the rollover agreements and the merger mechanics executed on 10/02/2025. Investors and compliance teams should note the shift from direct issuer equity to partnership interests in the Ultimate Parent as of that date.

Private Equity Structuring Specialist

Transactions reflect fund-level reorganization and preferred conversions into partnership interests.

Series A and Series B preferred shares totaling tens of thousands of shares were contributed and cancelled in exchange for limited partnership interests, with stated conversion mechanics (liquidation preferences of $1,000 per share and initial conversion prices of ~$4.55 and $1.4169). Warrants became fully exercisable on 10/02/2025, enabling the reported exercises.

Material effects include the removal of issuer-level holdings from these reporting vehicles and consolidation into an Ultimate Parent; monitor any future disclosures on ownership percentages of the Ultimate Parent and potential lock-up or transfer restrictions over the coming quarters.

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^*

BASKETT FOREST

(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	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)

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	(7)	(7)	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	(8)	434,297	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		M			434,297	(9)	(9)	Common Stock	434,297	$0	0	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		X			189,195	(7)	(7)	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	(8)	372,255	I	See Note 5(5)
Warrant (Right to Buy)	$0.01	10/02/2025		M			372,255	(9)	(9)	Common Stock	372,255	$0	0	I	See Note 5(5)
Warrant (Right to Buy)	$0.01	10/02/2025		X			189,195	(7)	(7)	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	(8)	186,128	I	See Note 6(6)
Warrant (Right to Buy)	$0.01	10/02/2025		M			186,128	(9)	(9)	Common Stock	186,128	$0	0	I	See Note 6(6)
Series A Convertible Perpetual Preferred Stock	(10)	10/02/2025		D			75,000	(10)	(10)	Common Stock	330,194	(3)	0	I	See Note 6(6)
Series B Convertible Perpetual Preferred Stock	(11)	10/02/2025		D			37,700	(11)	(11)	Common Stock	509,780	(3)	0	I	See Note 6(6)

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 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.

8. 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.

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

10. 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.

11. 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.

	/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.

FAQ

What transactions did Baskettt Forest report on the NEUE Form 4?

The report shows warrant exercises, cashless net exercises at $6.75, acquisitions at $0.01, and contribution/cancellation of common and preferred shares into the Ultimate Parent on 10/02/2025.

Did the Form 4 show any retained issuer shares after the merger for NEUE?

For several reported holdings, the contributed shares were cancelled and the filing reports zero retained issuer shares following the contribution to Ultimate Parent.

What happened to Series A and Series B preferred stock in these transactions?

Series A and Series B preferred shares were contributed and cancelled in connection with the merger; their conversion mechanics reference an initial liquidation preference of $1,000 per share and conversion prices of ~$4.55 (Series A) and ~$1.4169 (Series B).

What price was used for the cashless net exercise reported?

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

Who is the reporting person and what is their relationship to NEUE?

The reporting person is Baskettt Forest, identified as a director and a 10% owner who acts as manager of multiple NEA fund entities that are beneficial owners of the securities.