NeueHealth insider files rollover, warrants exercised at $6.75

Rhea-AI Filing Summary

Director and 10% owner Behbahani Ali filed a Form 4 reporting multiple transactions on 10/02/2025 involving NeueHealth, Inc. (NEUE) common stock, warrants and preferred shares tied to venture funds he manages. The filing shows extensive cashless warrant exercises at a fair market value of $6.75 per share, issuance/exercise of warrants at a $0.01 exercise price, and conversion/cancellation of preferred and common shares as part of a merger and rollover into an Ultimate Parent vehicle.

The filing reports that contributed shares were cancelled under a merger agreement, and that indirect beneficial ownership is held through NEA-related entities (NEA Partners 16/17/18 VGE). After the reported transactions the filing shows certain indirect holdings converted to limited partnership interests in the Ultimate Parent and multiple warrants now exercisable through 10/02/2030 expirations.

Positive

• Merger rollover completed with equity exchanged for limited partnership interests on 10/02/2025
• Cashless warrant exercises executed using a fair market value of $6.75 per share

Negative

• Underlying common and preferred shares were cancelled following the Merger, leaving 0 direct shares in multiple lines
• Indirect ownership complexity across NEA 16/17/18 entities may obscure direct pecuniary interest

Insights

Governance & Transactions Analyst

TL;DR: Insider activity reflects a structured rollover into the acquiror after a merger and multiple cashless warrant exercises.

The transactions are corporate-action driven: a merger completed on 10/02/2025 resulted in shareholders rolling equity into limited partnership interests in an Ultimate Parent and the cancellation of the underlying shares. Several warrant exercises were processed as cashless transactions using a closing price of $6.75.

Key dependencies and near-term items to watch include remaining exercisable warrants and the reported expiration schedules (some warrants exercisable through 10/02/2030) and any future partner-level disclosures that change indirect ownership percentages within the Ultimate Parent.

Private Equity / Fund Structuring Expert

TL;DR: Reported holdings are held indirectly via NEA fund entities and were reorganized into an acquiror SPV.

The reporting person disclaims direct beneficial ownership and identifies managerial roles over NEA general partner entities that own the securities. The rollover exchanged common and preferred shares for limited partnership interests in an Ultimate Parent as part of the merger transaction.

This structure shifts economic and voting exposure to the Ultimate Parent; monitor any subsequent filings that quantify the Reporting Person's pecuniary interest in those limited partnership interests or disclose changes to ownership percentages after integration.

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^*

Behbahani Ali

(Last) (First) (Middle)

2855 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(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)

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		X		189,195	A	$0.01	788,259	I	See Note 1(1)
Common Stock	10/02/2025		S(2)		280	D	$6.75	787,979	I	See Note 1(1)
Common Stock	10/02/2025		M		372,255	A	$0.01	1,160,234	I	See Note 1(1)
Common Stock	10/02/2025		F(2)		551	D	$6.75	1,159,683	I	See Note 1(1)
Common Stock	10/02/2025		D		1,159,683	D	(3)	0	I	See Note 1(1)
Common Stock	10/02/2025		X		189,195	A	$0.01	488,982	I	See Note 4(4)
Common Stock	10/02/2025		S(2)		280	D	$6.75	488,702	I	See Note 4(4)
Common Stock	10/02/2025		M		186,128	A	$0.01	674,830	I	See Note 4(4)
Common Stock	10/02/2025		F(2)		276	D	$6.75	674,554	I	See Note 4(4)
Common Stock	10/02/2025		D		674,554	D	(3)	0	I	See Note 4(4)
Common Stock	10/02/2025		X		1,656,789	A	$0.01	1,656,789	I	See Note 5(5)
Common Stock	10/02/2025		S(2)		2,455	D	$6.75	1,654,334	I	See Note 5(5)
Common Stock	10/02/2025		X		607,536	A	$0.01	2,261,870	I	See Note 5(5)
Common Stock	10/02/2025		S(2)		900	D	$6.75	2,260,970	I	See Note 5(5)
Common Stock	10/02/2025		M		124,085	A	$0.01	2,385,055	I	See Note 5(5)
Common Stock	10/02/2025		F(2)		182	D	$6.75	2,384,873	I	See Note 5(5)
Common Stock	10/02/2025		D		2,384,873	D	(3)	0	I	See Note 5(5)

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	(6)	(6)	Common Stock	189,195	$0	0	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		A		372,255		10/02/2025	10/02/2030	Common Stock	372,255	(7)	372,255	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		M			372,255	(8)	(8)	Common Stock	372,255	$0	0	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		X			189,195	(6)	(6)	Common Stock	189,195	$0	0	I	See Note 4(4)
Warrant (Right to Buy)	$0.01	10/02/2025		A		186,128		10/02/2025	10/02/2030	Common Stock	186,128	(7)	186,128	I	See Note 4(4)
Warrant (Right to Buy)	$0.01	10/02/2025		M			186,128	(8)	(8)	Common Stock	186,128	$0	0	I	See Note 4(4)
Series A Convertible Perpetual Preferred Stock	(9)	10/02/2025		D			75,000	(9)	(9)	Common Stock	330,194	(3)	0	I	See Note 4(4)
Series B Convertible Perpetual Preferred Stock	(10)	10/02/2025		D			37,700	(10)	(10)	Common Stock	509,780	(3)	0	I	See Note 4(4)
Warrant (Right to Buy)	$0.01	10/02/2025		X			1,656,789	(11)	(11)	Common Stock	1,656,789	$0	0	I	See Note 5(5)
Warrant (Right to Buy)	$0.01	10/02/2025		X			607,536	(12)	(12)	Common Stock	607,536	$0	0	I	See Note 5(5)
Warrant (Right to Buy)	$0.01	10/02/2025		A		124,085		10/02/2025	10/02/2030	Common Stock	124,085	(7)	124,085	I	See Note 5(5)
Warrant (Right to Buy)	$0.01	10/02/2025		M			124,085	(8)	(8)	Common Stock	124,085	$0	0	I	See Note 5(5)
Series A Convertible Perpetual Preferred Stock	(9)	10/02/2025		D			125,000	(9)	(9)	Common Stock	550,323	(3)	0	I	See Note 5(5)
Series B Convertible Perpetual Preferred Stock	(10)	10/02/2025		D			100,000	(10)	(10)	Common Stock	1,352,200	(3)	0	I	See Note 5(5)

Explanation of Responses:

1. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 16 in which the Reporting Person has 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 Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest.

5. The Reporting Person is a manager of NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest.

6. 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.

7. 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.

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

9. 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.

10. 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.

11. 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.

12. 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.

	/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 did Behbahani Ali report in the NEUE Form 4?

The filing reports multiple transactions on 10/02/2025 including cashless warrant exercises at $6.75, issuance/exercise of warrants at $0.01, and contribution of shares into an Ultimate Parent as part of a merger.

How much was the fair market value used for cashless warrant exercises in NEUE filings?

The cashless net exercise used a fair market value of $6.75 per share (closing price on 10/01/2025).

Did the Form 4 show any direct beneficial ownership remaining after the transactions?

Several lines report 0 direct shares following cancellation of contributed securities; remaining holdings are reported as indirect via NEA-related entities.

Why were shares cancelled in the NEUE Form 4?

Shares were contributed to NH Holdings 2025 SPV, L.P. (Ultimate Parent) under rollover agreements tied to the Merger, then cancelled pursuant to the Merger consideration process.

Are there warrants with future exercisability disclosed in the Form 4?

Yes; certain warrants became exercisable on various prior dates and some warrants have exercise windows extending to 10/02/2030.