NEUE Form 4: Immelt Rolls Shares into NH Holdings Units

Rhea-AI Filing Summary

Jeffrey R. Immelt, a director of NeueHealth, Inc. (NEUE), reported a transaction dated 10/02/2025 showing the disposition of 23,918 shares of common stock, leaving him with 0 shares of direct ownership. The Form 4 explains that on 10/02/2025 the issuer was acquired by NH Holdings 2025, Inc. under a merger agreement and became a wholly-owned subsidiary of the acquirer. Under a Rollover Agreement dated 09/23/2025, the reporting person contributed his issuer common stock and Series A and Series B preferred shares in exchange for ownership units in NH Holdings 2025 SPV, L.P., effective at the merger closing. The filing was signed by an attorney-in-fact on 10/06/2025.

Positive

• Merger completed with issuer becoming a wholly-owned subsidiary of NH Holdings 2025, Inc. on 10/02/2025
• Rollover preserved economic interest by exchanging common and preferred shares for corresponding units on a one-for-one basis

Negative

• Reporting person now has 0 shares of direct common stock following the reported disposition
• Direct public reporting reduced, shifting ownership to an indirect holding vehicle controlled by private funds

Insights

Corporate Governance Specialist

Director moved from direct holdings to rolled-over private fund units after a merger.

The reported sale of 23,918 common shares and resulting 0 direct ownership reflects a common post-acquisition rollover where public stock is exchanged for private vehicle units. This shifts the reporting structure from direct public equity to indirect interest via NH Holdings 2025 SPV, L.P. which is controlled by funds affiliated with New Enterprise Associates, Inc.

This change reduces publicly reportable direct holdings while preserving economic exposure through the rollover units; monitor any future Section 16 filings for disclosures about the number or type of units held and any sale or distribution events within 12 months.

M&A Transactions Analyst

The transaction stems from a closing of a merger and a contemporaneous rollover agreement.

The Form 4 ties the disposition to a Merger Agreement where the issuer merged into a Merger Sub and became a wholly-owned subsidiary of NH Holdings 2025, Inc. The Rollover Agreement converted public common and preferred shares into corresponding units on a one-for-one basis in the acquiring holding structure.

Key items to watch are any disclosures of the holding vehicle's capital structure and timing of liquidity events for rollover units, since those determine when former public holders might realize value; expect such details in follow-on filings or disclosure documents from the acquirer.

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^*

IMMELT JEFFREY R

(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)

X	Director		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		D(1)		23,918	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

Explanation of Responses:

1. On October 2, 2025, NH Holdings 2025, Inc. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Parent ("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 Parent (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 23, 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").

Remarks:

	/s/ Eric Halverson for Jeffrey R. Immelt, 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 Jeffrey R. Immelt report in the Form 4 for NEUE?

The Form 4 reports the disposition of 23,918 common shares on 10/02/2025, leaving the reporting person with 0 direct shares.

Why were the shares disposed of according to the filing?

The filing states the disposition occurred in connection with a merger where the issuer became a wholly-owned subsidiary of NH Holdings 2025, Inc., and shares were contributed under a Rollover Agreement dated 09/23/2025.

Does the reporting person retain any economic interest after the transaction?

Yes. Under the Rollover Agreement the reporting person received Holdings common units and series preferred units on a one-for-one basis, indicating retained indirect economic exposure.

Who controls the acquiring entities noted in the Form 4?

The filing states Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc..

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 10/06/2025.