NEUE insider files Form 4 showing 16,443-share disposition tied to takeover

Rhea-AI Filing Summary

NeueHealth, Inc. (NEUE) reported a Section 16 Form 4 showing that director Kedrick D. Adkins Jr. recorded a disposition of 16,443 shares of common stock on 10/02/2025 and now holds 0 shares of the public common stock following the transaction. The filing explains that on 10/02/2025 the company completed a merger in which NH Holdings 2025, Inc. acquired the issuer and the issuer became a wholly-owned subsidiary of the acquiring parent.

Under a Rollover Agreement effective at the merger time, the reporting person contributed previously held common stock and Series A and Series B preferred shares into NH Holdings 2025 SPV, L.P. in exchange for corresponding units of the private buyer, resulting in the reported public share disposition. The form is signed by an attorney-in-fact on behalf of the reporting person and documents the change in beneficial ownership tied to the merger and rollover transaction.

Positive

• Insider retained economic interest via exchange into NH Holdings units under the Rollover Agreement
• Transaction documented and reported on Form 4 with attorney-in-fact signature, indicating procedural compliance

Negative

• Public holding reduced to zero for the reporting director after disposition of 16,443 shares on 10/02/2025
• Company became a wholly-owned private subsidiary, which may reduce future public disclosures and liquidity for former public shares

Insights

Corporate Transactions Analyst

Director converted public equity to private buyer units during the merger.

The filing shows the issuer merged into a Merger Sub controlled by private funds and became a wholly-owned subsidiary of NH Holdings 2025, Inc. The reporting person exchanged public common and preferred stock for private equity units under a Rollover Agreement, which explains the reported disposition of 16,443 public shares on 10/02/2025.

This reduces the public float while preserving economic exposure via private units; watch for any future disclosures about unit rights or liquidity provisions that affect value conversion timing over the next 12 months.

Governance & Insider Reporting Specialist

Form 4 documents a compliant Section 16 disclosure tied to a merger and rollover.

The report clarifies that the transaction was effected under a merger agreement and a rollover agreement, and the Form 4 was signed by an attorney-in-fact, indicating procedural compliance for insider reporting. It records that the reporting person now has no direct public common shares following the effective merger.

Investors should note the change in beneficial ownership status and that future public disclosures may be limited now that the issuer is a private subsidiary; review any follow-up filings or investor communications within the typical merger post-close period.

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^*

ADKINS KEDRICK D JR

(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)		16,443	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 August 19, 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 Kedrick D. Adkins, Jr., 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 the Form 4 filed for NeueHealth (NEUE) disclose?

The Form 4 shows a disposition of 16,443 common shares by director Kedrick D. Adkins Jr. on 10/02/2025, resulting in 0 public shares beneficially owned.

Why were the shares disposed of according to the filing for NEUE?

The filing explains the shares were contributed under a Rollover Agreement in connection with a merger where NH Holdings 2025, Inc. acquired the issuer and the reporting person received private units in exchange.

Does the Form 4 indicate the company is still publicly traded (NEUE)?

No. The filing states the issuer merged into a Merger Sub and became a wholly-owned subsidiary of NH Holdings 2025, Inc., indicating the company is no longer a standalone public company.

Who executed the Form 4 on behalf of the reporting person?

The Form 4 is signed by Eric Halverson as attorney-in-fact for Kedrick D. Adkins, Jr., dated 10/06/2025.

What securities were exchanged under the Rollover Agreement?

The reporting person contributed common stock and Series A and Series B Convertible Perpetual Preferred Stock in exchange for corresponding common and preferred units of NH Holdings 2025 SPV, L.P.