NEUE Director Rolled Shares into NH Holdings Units in One-for-One Exchange

Rhea-AI Filing Summary

Linda R. Gooden, a director of NeueHealth, Inc. (NEUE), reported a disposition of 16,443 shares of the company's common stock on 10/02/2025. The Form 4 states the disposition resulted from a merger in which the issuer became a wholly-owned subsidiary of NH Holdings 2025, Inc. under an Agreement and Plan of Merger dated December 23, 2024. Under a Rollover Agreement dated August 11, 2025, the reporting person contributed her common and preferred shares in exchange for units of NH Holdings on a one-for-one basis effective at the merger's closing.

The filing shows the reporting person held 0 shares of issuer common stock after the transaction and the Form 4 was signed by an attorney-in-fact. The document records the ownership transfer and the conversion of equity into Holdings units as the material outcome of the corporate transaction.

Positive

• Merger completed making the issuer a wholly-owned subsidiary of NH Holdings 2025, Inc.
• Rollover Agreement converted common and preferred shares into Holdings units on a one-for-one basis

Negative

• Reporting person beneficial ownership of issuer common stock is 0 following the transaction
• Control of Parent is held by private investment funds affiliated with New Enterprise Associates, Inc., indicating a change in ownership structure

Insights

Corporate Governance Analyst

Director converted issuer equity into acquirer units at the merger closing.

The Form 4 documents a director-level disposition of 16,443 common shares that occurred as part of the Merger on 10/02/2025

The report states a one-for-one rollover of common and preferred shares into NH Holdings units under a Rollover Agreement, resulting in 0 issuer shares held post-transaction. Key dependencies include the Merger Agreement and the Rollover Agreement terms that govern unit conversion and holder rights.

Near-term items to monitor include any subsequent filings that detail the economic rights of the Holdings units and disclosures about control by private investment funds affiliated with New Enterprise Associates, Inc.

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^*

Gooden Linda R

(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 11, 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 Linda Gooden, 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 Linda R. Gooden report on Form 4 for NEUE?

The Form 4 reports a disposition of 16,443 shares of common stock on 10/02/2025, resulting from a merger and a rollover into NH Holdings units.

Why were the 16,443 NEUE shares disposed of?

The shares were contributed under a Rollover Agreement in connection with a merger that made the issuer a wholly-owned subsidiary of NH Holdings 2025, Inc.

What did the Rollover Agreement provide for NEUE shareholders?

The Rollover Agreement provided that common and preferred shares were exchanged for Holdings common units and preferred units on a one-for-one basis effective at the merger's closing.

What is Linda Gooden's relationship to NEUE?

The Form 4 identifies Linda R. Gooden as a director of NeueHealth, Inc.

Who controls the parent company after the merger?

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