NEUE insider files rollover: 20,103 shares disposed, 131,849 RSUs assumed

Rhea-AI Filing Summary

NeueHealth insider filing shows an ownership rollover and disposal tied to a completed merger. On 10/02/2025 the reporting person contributed shares and preferred stock into a rollover vehicle as part of the Merger, and the filing reports a disposition of 20,103 shares of the issuer's common stock resulting in 0 shares beneficially owned after the transaction. A total of 131,849 restricted stock units (28,000; 3,849; 100,000) were reported as disposed/assumed and converted into parent-company-equivalent RSUs that remain subject to original vesting schedules, including a tranche that vests on 10/11/2026. The filing explains the transactions arose from a Merger Agreement and a Rollover Agreement that exchanged issuer equity for holdings units in the buyer.

Positive

• Equity rollover preserved economic exposure via parent-company RSUs totaling 131,849 units
• Original vesting schedules continued, including annual vesting and a defined 10/11/2026 vest date

Negative

• Reporting person disposed of 20,103 common shares and reports 0 common shares beneficially owned after the transaction
• Direct common ownership eliminated, which could reduce insider-held voting shares in the issuer

Insights

Corporate Governance Expert

TL;DR: Insider moved equity into buyer vehicle and relinquished direct common shares after a merger.

The reporting person participated in a structured rollover under a Rollover Agreement tied to a Merger completed on 10/02/2025, exchanging common and preferred stock for units in the buyer entity. The conversion preserved economic exposure via parent-company RSUs rather than cashing out all awards.

This changes direct ownership: 20,103 shares were disposed and the filer reports 0 common shares held post-transaction, while 131,849 RSUs were assumed and adjusted into parent units with vesting continuing under original schedules, including a 10/11/2026 cliff. Watch vesting milestones through 10/11/2026 for potential future share issuance or sales.

Compensation & Equity Analyst

TL;DR: Equity awards were converted and remain subject to original vesting; one tranche fully vests on 10/11/2026.

The filing shows three RSU grants totaling 131,849 units were adjusted into parent-company-equivalent RSUs and remain subject to the original vesting terms: annual vesting starting 3/11/2024 and 3/6/2023 for two tranches, and full vesting on 10/11/2026 for the third tranche. The terms indicate continuity rather than acceleration of rights.

Key dependencies include the buyer’s treatment of equity in plan documents and whether any change-in-control provisions trigger acceleration. Monitor vesting dates and any future filings that show exercised shares or further dispositions within the next 12 months.

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

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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^*

Craig Jeffery Michael

(Last) (First) (Middle)

C/O NEUEHEALTH, INC.

9250 NW 36TH ST SUITE 420

(Street)

DORAL FL 33178

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GC & Corporate Secretary

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		D(1)		20,103	D	(2)	0	D

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
Restricted Stock Units	(3)	10/02/2025		D(1)			28,000	(4)	(4)	Common Stock	28,000	(5)	0	D
Restricted Stock Units	(3)	10/02/2025		D(1)			3,849	(6)	(6)	Common Stock	3,849	(5)	0	D
Restricted Stock Units	(3)	10/02/2025		D(1)			100,000	(7)	(7)	Common Stock	100,000	(5)	0	D

Explanation of Responses:

1. On October 2, 2025, NH Holdings 2025, Inc. ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of December 23, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.

2. Pursuant to the Rollover Agreement, dated as of September 17, 2025 (the "Rollover Agreement"), entered into by and among NH Holdings 2025 SPV, L.P. ("Holdings"), NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc. and the Reporting Person, the Reporting Person contributed its shares of Issuer common stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") to Holdings in exchange for Holdings common units, series A preferred units and series B preferred units on a one for one basis in accordance with the Rollover Agreement, and effective as of the effective time of the Merger (the "Effective Time").

3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

4. The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/24.

5. Each Issuer restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was assumed and adjusted into a restricted stock unit with respect to a number of shares of common stock of Parent equal to the number of shares of Issuer common stock subject to such Issuer RSU and continued to be subject to the same terms and restrictions set forth in the Issuer equity plans and any applicable individual award agreement issued thereunder (including with respect to vesting).

6. The original grant of these restricted stock units vest in equal annual installments beginning on 3/6/23.

7. All of these restricted stock units vest on 10/11/26.

Remarks:

	/s/ Eric Halverson for Jeff Michael Craig, 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.
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FAQ

What did the Form 4 filed for NEUE on 10/06/2025 disclose?

It disclosed a disposition of 20,103 common shares and that 131,849 RSUs were assumed/adjusted into parent-company RSUs as part of a merger effective 10/02/2025.

Does the reporting person still hold issuer equity after the merger?

Yes; while the filer reports 0 issuer common shares post-transaction, the filer holds converted RSUs representing 131,849 units in the buyer/parent structure.

When do these converted RSUs vest?

Vesting follows the original schedules: some RSUs vest in equal annual installments beginning 3/11/2024 or 3/6/2023, and a tranche of 100,000 RSUs vests on 10/11/2026.

Why were the shares and RSUs converted?

Per the filing, the conversions occurred under a Merger Agreement and a Rollover Agreement executed in connection with the issuer’s merger into a buyer controlled by investment funds affiliated with New Enterprise Associates, Inc.

Did the filing indicate cash payouts for awards?

No cash payouts are reported; awards were exchanged for units in the buyer and RSUs were assumed and adjusted into parent-company RSUs.

Where can investors track future changes in this holder’s position?

Monitor subsequent Section 16 filings for reports of vesting events, exercises, issuances, or sales, particularly around the 10/11/2026 vest date.