NEUE director rolls shares into NH Holdings units after 10/02/2025 merger

Rhea-AI Filing Summary

Matthew G. Manders, a director of NeueHealth, Inc. (NEUE), reported a transaction dated 10/02/2025 that reduced his direct beneficial ownership of the company's common stock to 0 shares. The filing states that NH Holdings 2025, Inc. completed a merger that made the issuer a wholly owned subsidiary of Parent, and that the Reporting Person contributed his common stock and Series A and Series B preferred shares to NH Holdings 2025 SPV, L.P. under a Rollover Agreement, receiving Holdings units on a one-for-one basis effective at the merger closing. The Form 4 is signed by an attorney-in-fact on 10/06/2025.

Positive

• Director retained economic exposure by receiving Holdings common units and preferred units on a one-for-one basis under the Rollover Agreement
• Merger completion converted the issuer into a wholly-owned subsidiary, clarifying corporate control by NH Holdings 2025, Inc.

Negative

• Direct public ownership reduced to 0 shares following the reported disposition of 16,741 common shares
• Public disclosure of direct insider holdings ended, potentially reducing transparency for investors tracking director-level ownership

Insights

Corporate Governance Specialist

Director moved from direct equity to rollover units at merger close.

The filing documents a corporate control transaction where NEUE merged into a subsidiary of NH Holdings 2025, Inc., and the director's equity holdings were contributed to the sponsor vehicle under a Rollover Agreement. This changes the director's holding form from direct common stock and preferred shares to private-equity-held units.

This structure preserves economic exposure but removes public direct ownership; governance rights and transfer restrictions may differ and will depend on the Holdings' unit agreements. Monitor any subsequent disclosure about voting arrangements or lock-ups within the next 12 months.

Transaction / M&A Analyst

Merger closed on 10/02/2025; insider reported disposition of 16,741 shares.

The Form 4 shows a reported disposition code tied to the Merger and an explicit statement that the Issuer became a wholly-owned subsidiary of Parent controlled by funds affiliated with New Enterprise Associates, Inc. The Reporting Person received Holdings common units and preferred units on a one-for-one basis per the Rollover Agreement dated 08/14/2025.

Key near-term items to watch are any Schedule 13D/G updates or disclosures from the sponsor about future liquidity events or timelines for converting or cashing out the rollover units within 2026.

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^*

Manders Matthew G

(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)		16,741	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 14, 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 Matt Manders, 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 Matthew G. Manders report on Form 4 for NEUE?

The Form 4 reports a disposition of 16,741 common shares on 10/02/2025, leaving the Reporting Person with 0 direct shares following the Merger.

Why were the shares disposed of according to the filing for NEUE?

The filing explains the shares were contributed to NH Holdings 2025 SPV, L.P. under a Rollover Agreement effective at the closing of the Merger on 10/02/2025.

Who controls the Parent that completed the Merger with NEUE?

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

When was the Rollover Agreement executed?

The Rollover Agreement is dated 08/14/2025 and became effective at the Merger closing on 10/02/2025.

Who signed the Form 4 for Matthew Manders?

The Form 4 was signed by Eric Halverson as attorney-in-fact for Matt Manders on 10/06/2025.