NEUE director reports rollover into holdings after 10/02/2025 acquisition

Rhea-AI Filing Summary

NeueHealth, Inc. director Stephen Kraus reported changes in beneficial ownership following a corporate acquisition completed on 10/02/2025. NH Holdings 2025, Inc. ("Buyer") acquired the issuer and merged it into a Merger Sub, making the issuer a wholly-owned subsidiary of Buyer.

As part of a rollover arrangement, the reporting person contributed common stock and preferred shares to a holdings vehicle and received corresponding units; the Form 4 shows a direct disposition of 16,443 shares of common stock and reports 0 shares owned directly after the transaction. The filing discloses conversion mechanics for Series B preferred stock, including an initial conversion price of approximately $1.4169 and a reference trigger price of $4.07 (about 287% of conversion price) for certain elective conversions, plus redemption provisions at 105% before the seventh anniversary.

Positive

• Acquisition closed on 10/02/2025, providing a definitive liquidity event
• Rollover arrangement preserves value for holders by converting securities into holdings units rather than cash-out

Negative

• Reporting person holds 0 shares directly after the transaction, showing loss of direct public ownership
• Direct disposition of 16,443 common shares was reported on 10/02/2025
• Series B preferred conversion and redemption terms could create future dilution or cash obligations (conversion price ~$1.4169, trigger $4.07)

Insights

Corporate Transactions Specialist

TL;DR: A completed acquisition converted public equity into rollover units, eliminating direct holdings for the director.

The transaction closed on 10/02/2025 when Buyer completed a merger that made the company a wholly-owned subsidiary. The reporting person executed a Rollover Agreement that exchanged common and preferred shares for units in a private holdings vehicle, consistent with typical deal consideration structures in take-private transactions.

Dependencies and risks include the holdings vehicle's future liquidity and any conversion or redemption mechanics tied to the Series B preferred terms. Monitor the holdings vehicle for distributions or exit events within the next 1–5 years that would convert these units back into cash or tradable equity.

Securities Structuring Analyst

TL;DR: Series B preferred carries conversion and redemption features that may affect future share counts and payouts.

The filing states Series B preferred converts at a formula using a conversion price of about $1.4169 and references a conversion trigger at $4.07 (approximately 287%). Redemption options escalate payout to 105% before the seventh anniversary and 100% thereafter, which defines potential cash liabilities on a later date.

These terms could affect holders' eventual cash or equity outcomes; relevant milestones include any applicable HSR waiting periods and anniversary-based redemption windows over the next 3–7 years.

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^*

Kraus Stephen

(Last) (First) (Middle)

C/O NEUEHEALTH, INC.

8000 NORMAN CENTER DRIVE, SUITE 900

(Street)

MINNEAPOLIS MN 55437

(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)		16,443	D	(2)	0	D
Common Stock	10/02/2025		D(1)		0	D	(2)	0	I	See footnote(3)(4)

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
Series B Convertible Perpetual Preferred Stock	(5)	10/02/2025		D(1)			0	(5)	(6)(7)	Common Stock	0	(2)	0	I	See footnote(3)(4)

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").

3. Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Parallel L.P. ("Bessemer IX Parallel"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional, and together with Bessemer IX, and Bessemer IX Parallel, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century"), Bessemer Venture Partners Century Fund Parallel L.P. ("Bessemer Century Parallel") Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, and Bessemer Century Parallel, the "Bessemer Century Funds") and 15 Angels II LLC ("15 Angels") contributed 22,203 shares of Common Stock and 189 shares of Series B Preferred Stock; 426,445 shares of Common Stoick and 3,628 shares of Series B Preferred Stock, 359,437 shares of

4. (Continued from footnote 3) Common Stock and 3,058 share of Series B Preferred Stock, 7,803 shares of Common Stock and 66 shares of Series B Preferred Stock, 18,326 shares of Common Stock and 156 shares of Series B Preferred Stock, 164,872 shares of Common Stock and 1,402 shares of Series B Preferred Stock, 132 shares of Common Stocka and 1 share of Series B Preferred Stock, respectively.

5. The Issuer's Series B Preferred Stock was convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) into the number of shares of the Issuer's common stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 plus increases for accumulated quarterly dividends that are not paid in cash ("compounded dividends")) plus (ii) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price as of the applicable conversion date (initially approximately $1.4169), subject to anti-dilution adjustments.

6. The Series B Preferred Stock had no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock was greater than 287% of the then applicable conversion price (initially $4.07) for (x) at least 20 trading days in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provided notice of its election to convert, the Issuer may have elected to convert all of the Series B Preferred Stock into the relevant number of shares of Issuer common stock. [Continued on Note 7]

7. [Continuation of Note 6] At any time following the fifth anniversary of the original issuance date, the Issuer may have redeemed all of the Series B Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurred at any time on or after the seventh anniversary of the original issuance date.

	/s/ Augie Wilkinson, as Attorney-in-Fact	10/06/2025
	** Signature of Reporting Person	Date
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FAQ

What transaction did Stephen Kraus report on Form 4 for NEUE?

The Form 4 reports a merger closing on 10/02/2025 in which NH Holdings 2025, Inc. acquired the issuer and the reporting person contributed shares into a rollover holdings vehicle.

How many shares did the reporting person dispose of on 10/02/2025?

The filing shows a direct disposition of 16,443 shares of common stock on 10/02/2025.

What is Stephen Kraus' direct beneficial ownership after the reported transaction?

The Form 4 reports 0 shares owned directly by the reporting person following the transaction.

What conversion terms apply to the Series B preferred disclosed in the filing?

Series B preferred converts using a conversion price initially about $1.4169; an elective conversion trigger references $4.07 (about 287%), and redemption provisions include 105% before the seventh anniversary and 100% thereafter.

Who controls the buyer that completed the acquisition?

The filing identifies private investment funds affiliated with New Enterprise Associates, Inc. as the indirect controllers of the Buyer and Merger Sub.