NEUE insider reports 12,463 shares disposed; RSUs assumed by buyer

Rhea-AI Filing Summary

NeueHealth, Inc. (NEUE) was acquired on 10/02/2025 through a merger in which NH Holdings 2025, Inc. became the parent. At the Effective Time, each share of the company’s common stock converted into the right to receive $7.33 in cash, less withholding taxes. The reporting person, Chief Accounting Officer Jeffrey J. Scherman, recorded dispositions tied to the merger: 12,463 common shares were disposed for $7.33 per share and three sets of restricted stock units totaling 63,490 RSUs were shown as disposed or assumed/adjusted into Parent RSUs. After the transactions the reporting person reports 0 shares beneficially owned in the issuer. The RSUs were converted or assumed by Parent and continue subject to original vesting terms, with some grants vesting on 10/11/26 and others following original schedules.

Positive

• Merger produced immediate cash consideration of $7.33 per share to holders
• RSUs were assumed and adjusted by Parent, preserving original award terms and vesting schedules

Negative

• Reporting person holds $0 issuer common shares post-transaction
• 12,463 common shares were disposed as part of the transaction, removing public-equity exposure

Insights

Corporate Governance Analyst

TL;DR: Merger converted public equity into cash and adjusted awards under new parent.

The merger resulted in an automatic conversion of each outstanding share into $7.33 cash, creating a single-event liquidity outcome for public holders. The reporting officer disposed of 12,463 shares and shows no remaining issuer common stock, which indicates full cash-out at the Effective Time.

Governance dependencies include the Parent’s assumption and adjustment of outstanding RSUs; award terms and vesting schedules remain in force but now reference Parent equity. Watch for the timing of assumed RSU vesting (10/11/26 and original grant schedules) as the next concrete equity-related milestone.

Equity Compensation Analyst

TL;DR: RSUs were converted or assumed into Parent units; vesting and payout structure preserved.

The filing shows three RSU groups totaling 63,490 units were treated in connection with the merger: they were either assumed and adjusted into Parent RSUs or documented as disposed/converted at the Effective Time. Each RSU represents a contingent right to one share and was carried forward under the same plan terms.

Risks and monitoring points are limited to vesting dates and the Parent’s treatment at payout. Relevant dates include continued vesting terms that start from original grant schedules and a specific vesting acceleration date of 10/11/26 for one tranche.

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^*

Scherman Jeffrey 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

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)		12,463	D	$7.33(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)			11,000	(4)	(4)	Common Stock	11,000	(5)	0	D
Restricted Stock Units	(3)	10/02/2025		D(1)			50,000	(6)	(6)	Common Stock	50,000	(5)	0	D
Restricted Stock Units	(3)	10/02/2025		D(1)			2,490	(7)	(7)	Common Stock	2,490	(5)	0	D

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. At the effective time of the Merger ("Effective Time"), each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $7.33 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").

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 3/11/24.

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 3/6/23.

Remarks:

	/s/ Eric Halverson for Jeffrey J. Scherman, 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.
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FAQ

What did NEUE shareholders receive in the merger?

Each issued and outstanding share converted into the right to receive $7.33 in cash, less applicable withholding taxes.

How many issuer RSUs were affected for the reporting person?

The reporting person’s filing shows three RSU groups totaling 63,490 restricted stock units that were assumed, adjusted, or treated in connection with the merger.

Does the reporting person retain any NEUE common stock after the transaction?

No; the filing reports 0 shares of issuer common stock beneficially owned following the reported transactions.

When do the assumed RSUs vest?

Some RSUs continue vesting under original schedules, and one tranche is noted to vest on 10/11/26.