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NEUE Form 4: CFO reports 40,431 shares disposed; RSUs adjusted

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NeueHealth, Inc. (NEUE) Form 4: the company’s Chief Financial Officer reported transactions tied to the closing of a merger on 10/02/2025. The filing shows a disposition of 40,431 shares of common stock, with 0 shares beneficially owned afterward.

The report also lists three issuer equity awards that ceased to be held at the issuer level: restricted stock units of 180,000 shares (vesting 10/11/26), 48,000 shares (vesting in equal annual installments beginning 3/11/25), and 6,340 shares (vesting in equal annual installments beginning 3/6/24). Per the merger terms, outstanding issuer RSUs were assumed and adjusted into RSUs referencing the parent’s common stock, continuing under the same award terms.

According to a rollover agreement effective at the merger closing, the reporting person contributed issuer common and preferred shares in exchange for units of the acquiring structure on a one-for-one basis.

Positive

  • None.

Negative

  • None.

Insights

Administrative insider update tied to merger; neutral impact.

The Form 4 reflects merger-driven changes: a disposition of 40,431 issuer common shares and the assumption of issuer RSUs into parent-company RSUs on 10/02/2025. Such entries typically occur at closing when securities convert, roll over, or are exchanged.

The filing states issuer RSUs of 180,000 (vesting 10/11/2026), 48,000 (vesting annually beginning 3/11/2025), and 6,340 (vesting annually beginning 3/6/2024) were adjusted to reference the parent’s common stock while keeping the same terms.

This is procedural rather than directional for fundamentals. The outcome depends on the closed merger and equity rollover mechanics disclosed; no cash proceeds or valuation terms are provided here.

Insider Matushak Jay
Role Chief Financial Officer
Type Security Shares Price Value
Disposition Restricted Stock Units 180,000 $0.00 $0.00
Disposition Restricted Stock Units 48,000 $0.00 $0.00
Disposition Restricted Stock Units 6,340 $0.00 $0.00
Disposition Common Stock 40,431 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (7)
  1. F1. On October 2, 2025, NH Holdings 2025, Inc. ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Buyer ("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 Buyer (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.
  2. F2. Pursuant to the Rollover Agreement, dated as of September 17, 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").
  3. F3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
  4. F4. All of these restricted stock units vest on 10/11/26.
  5. F5. Each Issuer restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was assumed and adjusted into a restricted stock unit with respect to a number of shares of common stock of Parent equal to the number of shares of Issuer common stock subject to such Issuer RSU and continued to be subject to the same terms and restrictions set forth in the Issuer equity plans and any applicable individual award agreement issued thereunder (including with respect to vesting).
  6. F6. The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/25.
  7. F7. The original grant of these restricted stock units vest in equal annual installments beginning on 3/6/24.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did NEUE’s CFO report on the Form 4?
A disposition of 40,431 shares of common stock on 10/02/2025, with 0 shares beneficially owned afterward.

How were NEUE restricted stock units treated in connection with the merger?
Issuer RSUs were assumed and adjusted into RSUs referencing the parent’s common stock, keeping the same terms and vesting.

What RSU amounts are listed for the CFO in the filing?
180,000 RSUs (vest 10/11/26), 48,000 RSUs (equal annual installments beginning 3/11/25), and 6,340 RSUs (equal annual installments beginning 3/6/24).

What is the rollover agreement referenced in the NEUE Form 4?
It states the reporting person contributed issuer common and preferred shares for one-for-one units in the acquisition structure, effective at closing.

Does the Form 4 indicate remaining issuer securities owned by the CFO?
The filing shows 0 issuer common shares and 0 issuer RSUs beneficially owned following the reported transactions.

What date anchors the transactions in the NEUE Form 4?
The transactions are dated 10/02/2025.
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
Estimated average burden
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).
1. Name and Address of Reporting Person*
Matushak Jay
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
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) 40,431 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
Restricted Stock Units (3) 10/02/2025 D 180,000 (4) (4) Common Stock 180,000 (5) 0 D
Restricted Stock Units (3) 10/02/2025 D 48,000 (6) (6) Common Stock 48,000 (5) 0 D
Restricted Stock Units (3) 10/02/2025 D 6,340 (7) (7) Common Stock 6,340 (5) 0 D
Explanation of Responses:
1. On October 2, 2025, NH Holdings 2025, Inc. ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Buyer ("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 Buyer (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 September 17, 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").
3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
4. All of these restricted stock units vest on 10/11/26.
5. Each Issuer restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was assumed and adjusted into a restricted stock unit with respect to a number of shares of common stock of Parent equal to the number of shares of Issuer common stock subject to such Issuer RSU and continued to be subject to the same terms and restrictions set forth in the Issuer equity plans and any applicable individual award agreement issued thereunder (including with respect to vesting).
6. The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/25.
7. The original grant of these restricted stock units vest in equal annual installments beginning on 3/6/24.
Remarks:
/s/ Eric Halverson for Jay Matushak, Attorney-in-Fact 10/14/2025
** 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.

Source: View Original Filing on SEC EDGAR