NEUE director rolls equity into buyer after merger; 15,255 shares disposed

Rhea-AI Filing Summary

NeueHealth, Inc. director Robert J. Sheehy reported dispositions tied to the closing of a merger and a rollover into the buyer structure. On 10/02/2025 the reported transactions show 250,690 common shares and 15,255 common shares (separately listed) disposed, with the amount of securities beneficially owned following the transactions reported as 0 in each line. The filing explains the issuer merged into a Merger Sub and became a wholly-owned subsidiary of NH Holdings 2025, Inc., and the reporting person contributed his issuer securities into a rollover vehicle in exchange for Holdings units effective at the merger's closing.

The form clarifies the relationship: the reporting person is a director, the transactions arose from the Merger Agreement dated 12/23/2024, and the rollover occurred under a Rollover Agreement effective at the merger close.

Positive

• Merger completed — the Issuer merged into Merger Sub and became a wholly‑owned subsidiary of NH Holdings 2025, Inc.
• Rollover of equity — Reporting Person exchanged common and preferred shares for Holdings units on a one‑for‑one basis, maintaining economic exposure through the buyer
• Director alignment — Reporting Person remained economically invested via the rollover rather than fully cashing out

Negative

• Large disposals reported — 250,690 and 15,255 common shares were disposed on 10/02/2025
• Direct beneficial ownership reported as zero following the transactions for the listed common stock lines

Insights

Corporate Governance Analyst

Director converted public shares into private‑equity rollover units at the merger close.

The transactions reflect a standard post‑acquisition rollover where public equity and preferred shares were exchanged one‑for‑one into Holdings units under a 12/23/2024 Rollover Agreement and became effective on 10/02/2025. The reporting lines show dispositions of 250,690 and 15,255 common shares with beneficial ownership reported as 0 following the transfers.

Dependencies and near‑term items to watch include the contractual terms of the rolled units (voting, liquidity, and conversion mechanics) and any subsequent filings that clarify indirect ownership or unit economics; these determine alignment and exit timing for holders in the coming 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Sheehy Robert J

(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)		250,690	D	(2)	0	I	By Robert J. Sheehy Revocable Trust
Common Stock	10/02/2025		D(1)		15,255	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. ("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 December 23, 2024 (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 Robert J. Sheehy, 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 Robert J. Sheehy report on Form 4 for NEUE?

The Form 4 shows dispositions of 250,690 and 15,255 common shares on 10/02/2025, with those holdings contributed into a rollover vehicle.

Why were the shares disposed according to the filing?

The filing states the disposals occurred because the issuer completed a merger and the reporting person contributed securities to the buyer’s rollover vehicle under a Rollover Agreement.

Did the filing indicate the merger closed?

Yes. The filing explains the Issuer merged into Merger Sub and became a wholly‑owned subsidiary of NH Holdings 2025, Inc., effective 10/02/2025.

Does Robert J. Sheehy still have economic exposure after the transactions?

According to the Explanation, he received Holdings common units and preferred units in exchange for his Issuer securities on a one‑for‑one basis, indicating continued economic exposure via the buyer structure.

What agreements govern these transactions?

The transactions reference an Agreement and Plan of Merger dated 12/23/2024 and a Rollover Agreement dated 12/23/2024.

When was the Form 4 signed and filed?

The signature block shows an attorney‑in‑fact signed on 10/06/2025.