NEUE Form 4: Warrants exercised and shares contributed in merger

Rhea-AI Filing Summary

NEA 15 GP, LLC filed a Form 4 reporting multiple transactions in NeueHealth, Inc. (NEUE) on 10/02/2025 with the filing signed on 10/06/2025. The reporting person is the sole general partner of a chain of entities that indirectly held the shares and disclaims direct beneficial ownership where no pecuniary interest exists. The filing shows a mix of warrant exercises and cashless net exercises that initially increased exercisable common shares and underlying warrants, followed by contributions and cancellations tied to a merger.

Specifically, warrants exercisable at $0.01 were exercised or became exercisable for 189,195 and 434,297 shares; a cashless net exercise resulted in surrender of 280 shares and a separate surrender of 643 shares based on a market price of $6.75. Under rollover agreements implemented as part of the merger effective 10/02/2025, reported shareholdings were contributed to NH Holdings 2025 SPV, L.P. (Ultimate Parent) and the issuer's common shares were cancelled, leaving certain reported holdings at 0 shares following the merger.

Positive

• Executed warrant exercises increased exercisable equity by 623,492 underlying shares before the merger
• Cashless net exercise used a $6.75 reference price, avoiding a cash outlay for the reporting person
• Rollover into Ultimate Parent preserved economic interests via limited partnership interests rather than outright sale

Negative

• Cancellation of contributed common stock following the merger resulted in reported beneficial ownership of 0 shares for certain holdings
• Large share movements (exercises and contributions totaling hundreds of thousands of shares) materially changed public share count held by the reporting entities
• Indirect ownership structure and disclaimers mean public disclosure of precise pecuniary interests is limited

Insights

Corporate Governance Analyst

Insider reported exercises then converted equity into parent LP interests during a merger.

The reporting chain shows the reporting person as general partner of funds that held the shares indirectly, and it uses rollover agreements to exchange common stock for limited partnership interests in the Ultimate Parent on 10/02/2025. This preserves economic exposure while removing the issuer's public common shares from those holders.

Key dependencies include the terms of the rollover and any lockups or transfer restrictions within Ultimate Parent; monitor whether limited partnership interests carry the same economic and voting rights as cancelled public shares in the near term.

Capital Markets Analyst

Warrant activity and a cashless net exercise altered share counts before a merger canceled public shares.

Warrants with a $0.01 exercise price were exercised for 189,195 and 434,297 shares; two cashless net exercises surrendered 280 and 643 shares using a reference price of $6.75. These actions increased exercisable underlying shares prior to the merger that contributed and then cancelled those shares.

Watch for any disclosed conversion mechanics or future issuance of equity by Ultimate Parent that could affect dilution or timing of liquidity for these holders; the filing identifies the warrants' expiration through 10/02/2030 for certain issuances.

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

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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^*

NEA 15 GP, LLC

(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)

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	1,527,217	I	See Note 1(1)
Common Stock	10/02/2025		S(2)		280	D	$6.75	1,526,937	I	See Note 1(1)
Common Stock	10/02/2025		M		434,297	A	$0.01	1,961,234	I	See Note 1(1)
Common Stock	10/02/2025		F(2)		643	D	$6.75	1,960,591	I	See Note 1(1)
Common Stock	10/02/2025		D		1,960,591	D	(3)	0	I	See Note 1(1)
Common Stock	10/02/2025		D		43,678	D	(3)	0	I	See Note 4(4)

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	(5)	(5)	Common Stock	189,195	$0	0	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		A		434,297		10/02/2025	10/02/2030	Common Stock	434,297	(6)	434,297	I	See Note 1(1)
Warrant (Right to Buy)	$0.01	10/02/2025		M			434,297	(7)	(7)	Common Stock	434,297	$0	0	I	See Note 1(1)

Explanation of Responses:

1. The Reporting Person is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), 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 15 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 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 was then cancelled and ceased to exist.

4. The Reporting Person is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), 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 15-OF in which the Reporting Person has no pecuniary interest.

5. 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.

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.

	/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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did NEA 15 GP, LLC report on Form 4 for NEUE?

The filing reports warrant exercises, cashless net exercises and contributions of common stock into the Ultimate Parent on 10/02/2025, including exercises covering 189,195 and 434,297 shares and cashless surrenders of 280 and 643 shares.

How did the cashless net exercise work and what price was used?

The cashless net exercise surrendered shares to the issuer based on a closing market price of $6.75 per share as of 10/01/2025.

What happened to the contributed common stock after the transactions?

Per rollover agreements tied to the merger effective 10/02/2025, contributed common stock was exchanged for limited partnership interests in the Ultimate Parent and the underlying issuer shares were cancelled.

Does NEA 15 GP, LLC claim direct beneficial ownership of the reported shares?

The reporting person disclaims beneficial ownership of portions of the securities held by the funds where it has no pecuniary interest and reports indirect ownership through its role as sole general partner.

Are any warrants still outstanding after these transactions?

The filing notes certain warrants issued per a September 30, 2025 agreement and a warrant tranche that expires on 10/02/2030; some warrants became fully exercisable on 10/02/2025.