NeueHealth insider converts 898,876 RSUs into Parent units after Merger

Rhea-AI Filing Summary

NeueHealth, Inc. (NEUE) CEO and director George L. Mikan III reported changes in beneficial ownership tied to a merger on 10/02/2025. The filing shows 249,453 shares of common stock were disposed and a total of 898,876 restricted stock units (RSUs) were cancelled or adjusted into Parent units under a rollover arrangement, leaving 0 common shares and 0 RSUs beneficially owned following the transactions. The Explanation states the company merged into a subsidiary of NH Holdings 2025, Inc., controlled by investment funds affiliated with New Enterprise Associates, Inc., and the Reporting Person contributed equity into NH Holdings 2025 SPV, L.P. under a Rollover Agreement effective at the Merger's closing. Several RSU grants retain original vesting schedules or accelerated vesting dates, including a tranche that fully vests on 10/11/26.

Positive

• Complete rollover disclosed into Parent units under a Rollover Agreement, showing transactional transparency
• All holdings converted or reported with explicit post-transaction beneficial ownership of 0 for Issuer securities

Negative

• No remaining Issuer common stock or RSUs reported, indicating insiders no longer hold public Issuer equity
• Material change in ownership tied to a takeover reduces public insider alignment with remaining minority shareholders

Insights

Corporate Governance Analyst

Insider ownership was converted into parent-level units as part of a controlling-stockholder merger.

The reporting shows the CEO/director disposed of 249,453 shares and had 898,876 RSUs assumed or converted into Parent units under a Rollover Agreement effective at the Merger on 10/02/2025. This is a typical rollover structure when a target becomes a wholly owned subsidiary and insiders exchange equity for interests in the acquirer.

Key dependencies include the terms of the Rollover Agreement and the vesting schedules that survive or accelerate; one RSU tranche fully vests on 10/11/26

Securities Transactions Specialist

The Form 4 records disposition codes and zero remaining direct holdings after the Merger.

The filing uses disposition coding and explains that Issuer RSUs were assumed and adjusted into Parent RSUs or units on a one-for-one basis, leaving the Reporting Person with no reported direct common stock or RSU holdings in the Issuer post-closing. The signature is by attorney-in-fact, indicating an authorized filing on 10/06/2025.

Investors should note that the transfer to Parent units changes the reporting basis and may alter future Section 16 reporting obligations at the Parent level.

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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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^*

Mikan George Lawrence III

(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
X	Officer (give title below)		Other (specify below)
	CEO & President

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)		249,453	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
Restricted Stock Units	(3)	10/02/2025		D(1)			58,876	(4)	(4)	Common Stock	58,876	(5)	0	D
Restricted Stock Units	(3)	10/02/2025		D(1)			260,000	(6)	(6)	Common Stock	260,000	(5)	0	D
Restricted Stock Units	(3)	10/02/2025		D(1)			580,000	(7)	(7)	Common Stock	580,000	(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. Pursuant to the Rollover Agreement, dated as of September 17, 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").

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 3/6/23.

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. The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/24.

7. All of these restricted stock units vest on 10/11/26.

Remarks:

	/s/ Eric Halverson for George Lawrence Mikan III, 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 NEUE CEO George Mikan report on Form 4?

The filing reports the disposition of 249,453 shares of common stock and conversion/assumption of 898,876 RSUs into Parent units under a Rollover Agreement.

Why were the shares and RSUs disposed or converted?

They were disposed or converted as part of the Merger where the Issuer merged into a Merger Sub controlled by NH Holdings 2025, Inc., and the Reporting Person contributed equity per the Rollover Agreement.

Does the Form 4 show any Issuer holdings remain after the transaction?

No; the filing shows 0 shares and 0 RSUs beneficially owned in the Issuer following the reported transactions.

Are vesting terms for RSUs preserved after the Merger?

Yes; the filing states Issuer RSUs were assumed and adjusted into Parent RSUs and continue to be subject to the same terms and vesting schedules, including a tranche vesting on 10/11/26.

Who controls the Parent that acquired NeueHealth?

The Explanation states Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.