NEUE Form 4: NEA-managed warrants exercised, shares rolled into parent

Rhea-AI Filing Summary

NeueHealth, Inc. (NEUE) Form 4 filed for 10/02/2025 reports multiple related transactions by Carmen Chang, a director and reported 10% owner through NEA-managed entities. The filing shows a sequence of warrant exercises, cashless net exercises and share cancellations tied to a merger: totals include the acquisition or conversion of warrants and preferred interests aggregating to 2,384,873 common-stock-equivalent shares reported then cancelled in connection with a rollover into a new parent and merger. Several warrants were exercised at an effective price of $0.01 or net-settled using a closing price of $6.75. The Form 4 discloses that contributed shares, Series A and B preferred positions and warrants were exchanged for limited partnership interests in the Ultimate Parent and subsequently cancelled as part of the Merger closing on 10/02/2025.

Positive

• Transparent disclosure of multiple related-party exercises and cancellations on 10/02/2025
• Warrants exercised and net-settled using a clearly stated fair market value of $6.75

Negative

• Large cancellations of common and preferred shares totaling 2,384,873 common-stock equivalents, which change public float calculations
• Complex ownership routed through multiple NEA entities may reduce clarity of individual economic interest for some investors

Insights

Corporate Governance Specialist

Director's holdings reorganized into merger rollover; large cancellations reported.

The reporting person acts as manager for multiple NEA entities that held common stock, Series A and Series B preferred stock and warrants that were contributed to Ultimate Parent in exchange for limited partnership interests as part of the merger consideration on 10/02/2025.

This filing documents corporate control reorganization rather than open-market trading; key dependencies include the terms of the rollover agreements and the merger agreement that caused the reported cancellations. Investors can monitor any future disclosures about ownership percentages in the Ultimate Parent and any related lockups or transfer restrictions within the next several quarters.

Equity Transactions Analyst

Large warrant exercises and cashless net settlements materially changed reported beneficial interests.

The Form 4 shows warrant exercises at an exercise price of $0.01 and cashless net exercises using a $6.75 FMV to determine surrendered shares, producing multiple allotments and net disposals across NEA-related holders totaling common-stock-equivalents in the low millions.

Reported conversions and cancellations tied to the Merger removed those underlying shares from public company capitalization on 10/02/2025. Watch for periodic filings that disclose the Ultimate Parent's stake or any subsequent sales or registrations over the next 12 months.

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^*

Chang Carmen

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

What did Carmen Chang report on the NEUE Form 4 filed for 10/02/2025?

The filing reports multiple warrant exercises, cashless net exercises and conversions tied to a merger rollover resulting in contributed and subsequently cancelled holdings equivalent to 2,384,873 common-stock shares.

How were the warrant exercises priced in the NEUE transactions?

Some warrants were exercised at an exercise price of $0.01; cashless net exercises used a fair market value of $6.75, the closing price on 10/01/2025.

Why were shares cancelled in the Form 4 for NEUE?

Shares and preferred interests were contributed to Ultimate Parent in exchange for limited partnership interests as part of the merger, and those contributed shares were then cancelled under the merger terms on 10/02/2025.

Does the Form 4 show direct open-market sales by the reporting person?

No. Reported dispositions reflect cashless net exercises, conversions and cancellations tied to rollover agreements and the Merger rather than straightforward open-market sales.

What entities own the reported securities for Carmen Chang?

The filing states ownership is indirect through NEA-related entities: NEA 16, NEA 17 and NEA 18 VGE, with the reporting person disclaiming beneficial ownership where she lacks pecuniary interest.