Form 4: NEA 17 exercises 189,195 & 186,128 warrants; holdings canceled

Rhea-AI Filing Summary

NeueHealth (NEUE) insider filing: Reporting persons affiliated with New Enterprise Associates 17, L.P. (a director and 10% owner) reported multiple transactions on October 2, 2025.

They exercised 189,195 and 186,128 warrants at an exercise price of $0.01 per share, with small related share surrenders and sales of 280 and 276 shares at $6.75 per share tied to a cashless exercise.

Following the closing of the merger with NH Holdings 2025, Inc., all beneficially owned Common, Series A Preferred, and Series B Preferred shares were contributed to the acquirer and then cancelled, leaving the reporting persons with zero shares of the issuer.

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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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^*

New Enterprise Associates 17, 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		189,195	A	$0.01	488,982	D(1)
Common Stock	10/02/2025		S(2)		280	D	$6.75	488,702	D(1)
Common Stock	10/02/2025		M		186,128	A	$0.01	674,830	D(1)
Common Stock	10/02/2025		F(2)		276	D	$6.75	674,554	D(1)
Common Stock	10/02/2025		D		674,554	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			189,195	(4)	(4)	Common Stock	189,195	$0	0	D(1)
Warrant (Right to Buy)	$0.01	10/02/2025		A		186,128		10/02/2025	10/02/2030	Common Stock	186,128	(5)	186,128	D(1)
Warrant (Right to Buy)	$0.01	10/02/2025		M			186,128	(6)	(6)	Common Stock	186,128	$0	0	D(1)
Series A Convertible Perpetual Preferred Stock	(7)	10/02/2025		D			75,000	(7)	(7)	Common Stock	330,194	(3)	0	D(1)
Series B Convertible Perpetual Preferred Stock	(8)	10/02/2025		D			37,700	(8)	(8)	Common Stock	509,780	(3)	0	D(1)

1. Name and Address of Reporting Person^*

New Enterprise Associates 17, 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 17, 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 17 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 New Enterprise Associates 17, L.P. ("NEA 17") and are indirectly held by NEA Partners 17, L.P. ("NEA Partners 17"), the sole general partner of NEA 17, NEA 17 GP, LLC ("NEA 17 GP"), the sole general partner of NEA Partners 17, and the individual managers of NEA 17 GP (NEA Partners 17, NEA 17 GP and the individual managers of NEA 17 GP (collectively, the "NEA 17 Managers"), together, the "NEA 17 Indirect Reporting Persons"). The NEA 17 Managers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Edward Mathers, Scott D. Sandell, Paul Walker and Rick Yang. The NEA 17 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 17 in which the NEA 17 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 123,729 shares on April 30, 2024, 1,733 shares on June 21, 2024, 61,865 shares on October 2, 2024 and 1,868 shares on September 26, 2025.

5. 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.

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

7. 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.

8. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did NEUE insiders report on Form 4?

Affiliates of NEA 17 reported warrant exercises, small sales tied to a cashless exercise, and the subsequent cancellation of all shares due to a merger.

When did the NeueHealth (NEUE) insider transactions occur?

On October 2, 2025.

How many warrants were exercised and at what price?

Warrants for 189,195 and 186,128 shares were exercised at $0.01 per share.

Were any shares sold, and at what price?

Yes. 280 and 276 shares were sold at $6.75 per share as part of a cashless net exercise.

What happened to NEUE shares held by the reporting persons after the merger?

All Common, Series A, and Series B Preferred shares were contributed to the acquirer and then cancelled, resulting in zero remaining shares.

What was the merger context disclosed in the filing?

Merger Sub merged into the company, which became a wholly owned subsidiary of NH Holdings 2025, Inc.; the reporting persons exchanged their holdings for interests in the ultimate parent.

What price was used for the cashless exercise calculation?

A fair market value of $6.75 per share, the closing market price on October 1, 2025.