NeueHealth insider converts equity in merger; RSUs total 230,490

Rhea-AI Filing Summary

Tomas Orozco, EVP Consumer Care of NeueHealth, Inc. (NEUE), reported transactions tied to the company's acquisition on 10/02/2025. The filing shows a disposition of 29,325 shares of common stock and the conversion/assumption of outstanding restricted stock units into parent-company units as part of a merger where the issuer became a wholly-owned subsidiary. In total 230,490 RSUs (2,490; 180,000; 48,000) were adjusted and continued under the parent entity's awards; none of the shares or resulting parent common-stock equivalents are reported as beneficially owned following the transactions. The disclosure also notes a Rollover Agreement that exchanged prior equity for common and preferred units of the acquiring holdings vehicle, and that certain RSUs retain existing vesting schedules, with a material vesting date on 10/11/2026.

Positive

• Equity continuity preserved through a Rollover Agreement converting issuer equity into holdings units
• RSUs assumed and adjusted into parent-company awards, maintaining original terms and vesting schedules

Negative

• Reported direct beneficial ownership reduced to zero following the reported disposition of 29,325 common shares
• Large RSU block of 180,000 and an additional 48,000 remain subject to future vesting, creating concentration of future dilution or insider supply

Insights

Corporate Governance Expert

Post-merger equity was rolled into the buyer's holdings; direct share ownership reported at zero.

The reporting person, an executive officer, contributed existing issuer equity into NH Holdings under a Rollover Agreement and the issuer merged into a Merger Sub controlled by NEA-affiliated funds. This preserved economic exposure via holdings units rather than direct public shares.

Dependencies include the terms of the Rollover Agreement and continued applicability of original award restrictions; investors should note the 10/11/2026 vesting milestone for a sizeable block of RSUs.

Transaction Structuring Expert

The filing documents share disposal and conversion of RSUs into parent-company equivalents tied to the acquisition.

The Form 4 records a discrete disposition of 29,325 common shares and the adjustment/assumption of RSUs totaling 230,490 into parent common-stock units. Each RSU remains subject to original vesting terms and some grants have accelerated or single-date vesting noted in the filing.

Key items to watch are the vesting schedule details (original installment schedules and the 10/11/2026 cliff for certain units) and any future filings that convert units into publicly traded shares or disclose distributions from the holdings vehicle.

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^*

Orozco Tomas

(Last) (First) (Middle)

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)
	EVP, Consumer Care

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)		29,325	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)			2,490	(4)	(4)	Common Stock	2,490	(5)	0	D
Restricted Stock Units	(3)	10/02/2025		D(1)			180,000	(6)	(6)	Common Stock	180,000	(5)	0	D
Restricted Stock Units	(3)	10/02/2025		D(1)			48,000	(7)	(7)	Common Stock	48,000	(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 3/6/23.

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

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

Remarks:

	/s/ Eric Halverson for Tomas Orozco, 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 did NEUE insider Tomas Orozco report on Form 4?

The Form 4 reports a disposition of 29,325 common shares and the assumption/adjustment of 230,490 RSUs into parent-company units as part of a merger on 10/02/2025.

Does Tomas Orozco still own NEUE shares after the merger?

Following the reported transactions, the filing shows 0 shares beneficially owned directly by the reporting person; prior equity was exchanged for holdings units under a Rollover Agreement.

How many restricted stock units were affected and when do they vest?

RSUs totaling 230,490 (2,490; 180,000; 48,000) were assumed/adjusted; certain grants vest in installments starting in 2023 or 2024, and a material tranche vests on 10/11/2026.

What triggered these changes in ownership reporting for NEUE (Form 4)?

The changes resulted from a merger in which the issuer became a wholly-owned subsidiary of NH Holdings 2025, Inc., and a Rollover Agreement that converted prior issuer equity into holdings units.

Who filed the Form 4 and when was it signed?

The Form 4 was filed on behalf of Tomas Orozco and signed by Eric Halverson as Attorney-in-Fact on 10/06/2025.