NEA Entities Restructure NEUE Holdings; Warrants Net‑Exercised at $6.75

Rhea-AI Filing Summary

NEA 18 Venture Growth Equity, L.P. and related NEA entities reported multiple transactions in NeueHealth, Inc. (NEUE) securities tied to a corporate merger and warrant activity. On 10/02/2025 the reporting persons exercised and surrendered warrants in cashless transactions and contributed common and preferred shares into a parent vehicle as part of a merger, after which those contributed shares were cancelled.

The filings show warrant exercises at an exercise price of $0.01 and the use of a $6.75 closing market price to determine cashless exercise surrender amounts. Reported totals before cancellation included up to 2,385,055 common shares beneficially owned at one point, and subsequent cancellations reduced direct common share holdings to 0 following contribution to NH Holdings 2025 SPV, L.P.

Positive

• Cashless net exercise used market-price-based surrender at $6.75, conserving cash for holders
• Rollover into Ultimate Parent preserved economic interest via limited-partnership interests rather than outright sale

Negative

• Direct common share holdings reduced to 0 after contribution and cancellation, changing direct voting visibility
• Complex restructuring moves ownership to a parent vehicle, potentially delaying public-market liquidity or transparency

Insights

Corporate Governance Analyst

Large rollover and cashless warrant exercises restructured NEA ownership into the ultimate parent.

The reporting persons executed warrants and performed cashless net exercises using a $6.75 per-share market reference on 10/02/2025

Concurrently, common and preferred holdings were contributed into a parent vehicle under merger-related rollover agreements, with contributed shares cancelled, leaving the direct reporting entity with 0 common shares. Monitor how the restructured ownership in the parent vehicle affects voting alignment and future liquidity timing over the next 12 months.

Transaction Structuring Specialist

Cashless warrant exercises and preferred conversions indicate capital-structure simplification tied to the Merger.

Warrants with $0.01 exercise strikes were exercised and partially surrendered in net exercises; certain warrants became fully exercisable on 10/02/2025, and Series A/B preferred instruments were converted or cancelled per the merger mechanics.

These actions materially changed the reported beneficial ownership and converted contingent instruments into parent-level interests; watch for any disclosures from the ultimate parent about lock-ups or transfer restrictions in the coming quarters.

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^*

NEA 18 Venture Growth Equity, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(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	X	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)

	Form filed by One Reporting Person
X	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		X		1,656,789	A	$0.01	1,656,789	D(1)
Common Stock	10/02/2025		S(2)		2,455	D	$6.75	1,654,334	D(1)
Common Stock	10/02/2025		X		607,536	A	$0.01	2,261,870	D(1)
Common Stock	10/02/2025		S(2)		900	D	$6.75	2,260,970	D(1)
Common Stock	10/02/2025		M		124,085	A	$0.01	2,385,055	D(1)
Common Stock	10/02/2025		F(2)		182	D	$6.75	2,384,873	D(1)
Common Stock	10/02/2025		D		2,384,873	D	(3)	0	D(1)

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
Warrant (Right to Buy)	$0.01	10/02/2025		X			1,656,789	(4)	(4)	Common Stock	1,656,789	$0	0	D(1)
Warrant (Right to Buy)	$0.01	10/02/2025		X			607,536	(5)	(5)	Common Stock	607,536	$0	0	D(1)
Warrant (Right to Buy)	$0.01	10/02/2025		A		124,085		10/02/2025	10/02/2030	Common Stock	124,085	(6)	124,085	D(1)
Warrant (Right to Buy)	$0.01	10/02/2025		M			124,085	(7)	(7)	Common Stock	124,085	$0	0	D(1)
Series A Convertible Perpetual Preferred Stock	(8)	10/02/2025		D			125,000	(8)	(8)	Common Stock	550,323	(3)	0	D(1)
Series B Convertible Perpetual Preferred Stock	(9)	10/02/2025		D			100,000	(9)	(9)	Common Stock	1,352,200	(3)	0	D(1)

1. Name and Address of Reporting Person^*

NEA 18 Venture Growth Equity, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEA Partners 18 VGE, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEA 18 VGE GP, LLC

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities are directly held by NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE") and are indirectly held by NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"), the sole general partner of NEA 18 VGE, NEA 18 VGE GP, LLC ("NEA 18 VGE GP"), the sole general partner of NEA Partners 18 VGE, and the individual managers of NEA 18 VGE GP (NEA Partners 18 VGE, NEA 18 VGE GP and the individual managers of NEA 18 VGE GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Mangers are Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Mohamad Makhzoumi, Edward Mathers, Scott Sandell, Paul Walker and Rick Yang. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 18 VGE in which the Indirect Reporting Persons have no pecuniary interest.

2. Represents the cashless net exercise of a warrant through the surrender of shares to the Issuer based on a fair market value of $6.75 per share, the closing market price of the Issuer's common stock on October 1, 2025.

3. Pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among the Issuer, NH Holdings 2025, Inc. ("Parent") and NH Holdings Acquisition 2025, Inc. ("Merger Sub"), on October 2, 2025, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to rollover agreements entered into between certain of the Reporting Persons and NH Holdings 2025 SPV, L.P. ("Ultimate Parent"), Parent and Merger Sub, each share of the Issuer's Common Stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") beneficially owned by the Reporting Persons was contributed to Ultimate Parent in exchange for limited partnership interests in Ultimate Parent. Each such share of the Issuer's Common Stock, Series A Preferred Stock and Series B Preferred Stock was then cancelled and ceased to exist.

4. The warrants became exercisable as to 828,395 shares on August 29, 2023, 552,263 shares on September 18, 2023, 100,606 shares on November 1, 2023 and 175,525 shares on December 20, 2023.

5. The warrants became exercisable as to 371,187 shares on April 30, 2024, 28,399 shares on June 21, 2024, 185,595 shares on October 2, 2024 and 22,355 shares on September 26, 2025.

6. Warrants issued pursuant to the Warrantholders Agreement, dated September 30, 2025 between the Issuer and the holders listed on Schedule 1 thereto, and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, that certain Incremental Amendment No. 2, dated as of April 8, 2024, that certain Amendment No. 3, dated as of June 21, 2024, that certain Amendment No. 4, dated as of October 29, 2024, and that certain Amendment No. 5, dated as of September 30, 2025, between the Issuer and the lenders thereto.

7. The warrants became fully exercisable on October 2, 2025.

8. The Series A Preferred Stock was convertible 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 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $4.55 per share) as of the conversion date, subject to anti-dilution adjustments. The Series A Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series A Preferred Stock upon the occurrence of certain conditions.

9. The Series B Preferred Stock was convertible 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 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $1.4169 per share) as of the conversion date, subject to anti-dilution adjustments. The Series B Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series B Preferred Stock upon the occurrence of certain conditions.

	/s/ Zachary Bambach, 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 transactions did NEA report for NEUE on 10/02/2025?

The reporting persons exercised warrants, executed cashless net exercises referencing $6.75 per share, contributed common and Series A/B preferred shares into NH Holdings 2025 SPV, L.P., and those contributed shares were cancelled.

How many NEUE common shares were reported as beneficially owned before cancellation?

The filings show a peak reported beneficial ownership figure of 2,385,055 common shares prior to contribution and cancellation.

Did the reporting persons sell shares for cash?

No cash sales are shown; the form indicates cashless net warrant exercises and contributions to the ultimate parent rather than open-market sales.

What happened to Series A and Series B preferred holdings?

Series A and Series B preferred shares held by the reporting persons were contributed to the ultimate parent and cancelled pursuant to the merger agreements.

What exercise price applied to the warrants?

The warrants had an exercise price of $0.01; the cashless net exercise used a market reference price of $6.75.