NEUE insider filing shows warrant conversions and equity rollover

Rhea-AI Filing Summary

NEA 15 and affiliated entities reported multiple transactions in NeueHealth, Inc. (NEUE) on 10/02/2025. The filing shows cashless and cash exercises of warrants and issuance entries: 189,195 warrants were recorded under a cashless valuation at $0.01 and 434,297 warrants were exercised at $0.01 (becoming exercisable shares), with small share surrenders priced at $6.75 per share used to net-exercise certain warrants.

The report discloses that, under a merger described in a December 23, 2024 agreement, the reporting persons contributed their common stock into NH Holdings 2025 SPV, L.P. and those shares were cancelled, reducing the direct common stock holding to 0 following the Merger on 10/02/2025. The filing identifies NEA 15 as a 10% owner and director-affiliated reporting person and lists the managers and structure of indirect ownership without claiming beneficial ownership by the indirect parties.

Positive

• Warrant conversions completed: 434,297 warrants became exercisable/converted, converting potential claims into equity.
• Rollover aligned with Merger: Reporting persons exchanged shares for limited partnership interests in NH Holdings 2025 SPV, L.P., enabling continuity of economic interest post-merger.

Negative

• Direct public holdings reduced to zero: All reported common stock held by the reporting persons was cancelled following the Merger, leaving 0 direct common shares.
• Cashless exercises reduced share count prior to Merger: Surrendered shares used to net-exercise warrants at $6.75 lowered outstanding direct shares before cancellation.

Insights

Private Equity / Investor Relations

NEA 15 completed warrant exercises and rolled equity into the merger vehicle, leaving no direct common shares.

The transactions show a mix of cashless and cash exercises: 434,297 warrants converted into equity and 280 and 643 shares were surrendered at $6.75 per share in net exercises. This reflects routine post-financing warrant monetization and alignment with the merger mechanics.

The rollover into NH Holdings 2025 SPV, L.P. and subsequent cancellation of common stock indicates the Reporting Persons exchanged public shares for limited partnership interests as part of the Merger on 10/02/2025. Watch for any future Form 5 or Schedule disclosures if indirect ownership reports change within 45 days.

Corporate Governance

Ownership and control were reorganized via rollover agreements tied to the Merger, with managers disclosed.

The filing clarifies the chain: NEA 15 directly holds the securities while NEA Partners 15 and NEA 15 GP are indirect reporting persons; individual managers are named. The Indirect Reporting Persons disclaim beneficial ownership where no pecuniary interest exists, consistent with Section 16 reporting practice.

Key dependencies include completion of the Merger consideration and any remaining convertible instruments; monitor for amendments or additional filings that quantify the limited partnership interests received in exchange for cancelled shares.

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^*

New Enterprise Associates 15, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(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)

	Form filed by One Reporting Person
X	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	D(1)
Common Stock	10/02/2025		S(2)		280	D	$6.75	1,526,937	D(1)
Common Stock	10/02/2025		M		434,297	A	$0.01	1,961,234	D(1)
Common Stock	10/02/2025		F(2)		643	D	$6.75	1,960,591	D(1)
Common Stock	10/02/2025		D		1,960,591	D	(3)	0	D(1)

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	(4)	(4)	Common Stock	189,195	$0	0	D(1)
Warrant (Right to Buy)	$0.01	10/02/2025		A		434,297		10/02/2025	10/02/2030	Common Stock	434,297	(5)	434,297	D(1)
Warrant (Right to Buy)	$0.01	10/02/2025		M			434,297	(6)	(6)	Common Stock	434,297	$0	0	D(1)

1. Name and Address of Reporting Person^*

New Enterprise Associates 15, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NEA Partners 15, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The securities are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers"), together, the "Indirect Reporting Persons"). The Managers are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi and Scott D. Sandell. The Indirect Reporting Persons disclaim 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 Indirect Reporting Persons have 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 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 was then cancelled and ceased to exist.

4. 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.

5. 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.

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

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

What did NEA 15 report on the Form 4 for NEUE?

The filing reports warrant exercises and share cancellations on 10/02/2025, including conversions of 434,297 warrants and a net cashless exercise using a $6.75 per-share valuation.

How many NEUE shares do the reporting persons hold after the Merger?

Following the Merger and rollover, the reporting persons' direct common stock holding is 0 shares; their interests were converted into limited partnership interests in NH Holdings 2025 SPV, L.P.

What price was used for the cashless warrant net exercise?

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

Were any warrants fully exercisable as of the filing?

Yes; certain warrants became fully exercisable on 10/02/2025, and detailed vesting dates include prior exercisable tranches on 04/30/2024, 06/21/2024, 10/02/2024, and 09/26/2025.

Who are the indirect reporting persons named?

Indirect Reporting Persons include NEA Partners 15, NEA 15 GP, and individual managers: Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, and Scott D. Sandell; they disclaim ownership where no pecuniary interest exists.