NeueHealth Inc Form 4 Filings

NeueHealth (NEUE): Insider disposition tied to merger and rollover

Entities affiliated with Bessemer Venture Partners reported Form 4 transactions on October 2, 2025, reflecting the completion of a merger in which NH Holdings 2025, Inc. acquired NeueHealth. The filing shows a disposition of 999,218 shares of common stock and 8,500 shares of Series B Convertible Perpetual Preferred Stock, with beneficial ownership reported as 0 following the transactions.

Per the footnotes, the Issuer merged with NH Holdings Acquisition 2025, Inc., with the Issuer surviving as a wholly owned subsidiary of NH Holdings 2025, Inc. Concurrently, under a Rollover Agreement effective at the merger time, the reporting persons contributed their common and preferred shares to NH Holdings 2025 SPV, L.P. in exchange for corresponding partnership units on a one-for-one basis. The reporting persons are identified as director and 10% owner relationships.

NeueHealth, Inc. director Stephen Kraus reported changes in beneficial ownership following a corporate acquisition completed on 10/02/2025. NH Holdings 2025, Inc. ("Buyer") acquired the issuer and merged it into a Merger Sub, making the issuer a wholly-owned subsidiary of Buyer.

As part of a rollover arrangement, the reporting person contributed common stock and preferred shares to a holdings vehicle and received corresponding units; the Form 4 shows a direct disposition of 16,443 shares of common stock and reports 0 shares owned directly after the transaction. The filing discloses conversion mechanics for Series B preferred stock, including an initial conversion price of approximately $1.4169 and a reference trigger price of $4.07 (about 287% of conversion price) for certain elective conversions, plus redemption provisions at 105% before the seventh anniversary.

NeueHealth insider filing shows an ownership rollover and disposal tied to a completed merger. On 10/02/2025 the reporting person contributed shares and preferred stock into a rollover vehicle as part of the Merger, and the filing reports a disposition of 20,103 shares of the issuer's common stock resulting in 0 shares beneficially owned after the transaction. A total of 131,849 restricted stock units (28,000; 3,849; 100,000) were reported as disposed/assumed and converted into parent-company-equivalent RSUs that remain subject to original vesting schedules, including a tranche that vests on 10/11/2026. The filing explains the transactions arose from a Merger Agreement and a Rollover Agreement that exchanged issuer equity for holdings units in the buyer.

Tomas Orozco, EVP Consumer Care of NeueHealth, Inc. (NEUE), reported transactions tied to the company's acquisition on 10/02/2025. The filing shows a disposition of 29,325 shares of common stock and the conversion/assumption of outstanding restricted stock units into parent-company units as part of a merger where the issuer became a wholly-owned subsidiary. In total 230,490 RSUs (2,490; 180,000; 48,000) were adjusted and continued under the parent entity's awards; none of the shares or resulting parent common-stock equivalents are reported as beneficially owned following the transactions. The disclosure also notes a Rollover Agreement that exchanged prior equity for common and preferred units of the acquiring holdings vehicle, and that certain RSUs retain existing vesting schedules, with a material vesting date on 10/11/2026.

NeueHealth, Inc. director Robert J. Sheehy reported dispositions tied to the closing of a merger and a rollover into the buyer structure. On 10/02/2025 the reported transactions show 250,690 common shares and 15,255 common shares (separately listed) disposed, with the amount of securities beneficially owned following the transactions reported as 0 in each line. The filing explains the issuer merged into a Merger Sub and became a wholly-owned subsidiary of NH Holdings 2025, Inc., and the reporting person contributed his issuer securities into a rollover vehicle in exchange for Holdings units effective at the merger's closing.

The form clarifies the relationship: the reporting person is a director, the transactions arose from the Merger Agreement dated 12/23/2024, and the rollover occurred under a Rollover Agreement effective at the merger close.

NeueHealth, Inc. (NEUE) reported a Section 16 Form 4 showing that director Kedrick D. Adkins Jr. recorded a disposition of 16,443 shares of common stock on 10/02/2025 and now holds 0 shares of the public common stock following the transaction. The filing explains that on 10/02/2025 the company completed a merger in which NH Holdings 2025, Inc. acquired the issuer and the issuer became a wholly-owned subsidiary of the acquiring parent.

Under a Rollover Agreement effective at the merger time, the reporting person contributed previously held common stock and Series A and Series B preferred shares into NH Holdings 2025 SPV, L.P. in exchange for corresponding units of the private buyer, resulting in the reported public share disposition. The form is signed by an attorney-in-fact on behalf of the reporting person and documents the change in beneficial ownership tied to the merger and rollover transaction.

Manuel Kadre, a director of NeueHealth, Inc. (NEUE), reported changes in beneficial ownership tied to the company's merger on 10/02/2025. The filing shows 29,755 shares of common stock and 3,750 shares of common stock were disposed of effective with the merger and, after the transaction, the reporting person reports 0 shares held directly. The report explains the dispositions occurred because the issuer merged into a subsidiary of NH Holdings 2025, Inc., and the reporting person exchanged issuer equity for units in NH Holdings under a Rollover Agreement effective at the merger closing. The filing also discloses indirect holdings through Kadre Family Partnership, L.P.

Andrew M. Slavitt, a director of NeueHealth, Inc. (NEUE), reported transactions tied to a merger on 10/02/2025. Following the closing of an Agreement and Plan of Merger, NH Holdings 2025, Inc. became the parent and certain holdings were contributed to NH Holdings 2025 SPV, L.P. The filing shows dispositions of 18,529, 5,625, 52,968, and 30,687 shares of common stock and a disposition of 4,200 Series B preferred share equivalents, leaving zero common shares beneficially owned by the reporting person directly. Several remaining interests are held indirectly through entities (Town Hall Ventures LP and Town Hall Ventures II LP) where the reporting person is a managing member and disclaims beneficial ownership except for pecuniary interest.

NeueHealth, Inc. (NEUE) was acquired on 10/02/2025 through a merger in which NH Holdings 2025, Inc. became the parent. At the Effective Time, each share of the company’s common stock converted into the right to receive $7.33 in cash, less withholding taxes. The reporting person, Chief Accounting Officer Jeffrey J. Scherman, recorded dispositions tied to the merger: 12,463 common shares were disposed for $7.33 per share and three sets of restricted stock units totaling 63,490 RSUs were shown as disposed or assumed/adjusted into Parent RSUs. After the transactions the reporting person reports 0 shares beneficially owned in the issuer. The RSUs were converted or assumed by Parent and continue subject to original vesting terms, with some grants vesting on 10/11/26 and others following original schedules.

NeueHealth, Inc. (NEUE) CEO and director George L. Mikan III reported changes in beneficial ownership tied to a merger on 10/02/2025. The filing shows 249,453 shares of common stock were disposed and a total of 898,876 restricted stock units (RSUs) were cancelled or adjusted into Parent units under a rollover arrangement, leaving 0 common shares and 0 RSUs beneficially owned following the transactions. The Explanation states the company merged into a subsidiary of NH Holdings 2025, Inc., controlled by investment funds affiliated with New Enterprise Associates, Inc., and the Reporting Person contributed equity into NH Holdings 2025 SPV, L.P. under a Rollover Agreement effective at the Merger's closing. Several RSU grants retain original vesting schedules or accelerated vesting dates, including a tranche that fully vests on 10/11/26.

Jeffrey R. Immelt, a director of NeueHealth, Inc. (NEUE), reported a transaction dated 10/02/2025 showing the disposition of 23,918 shares of common stock, leaving him with 0 shares of direct ownership. The Form 4 explains that on 10/02/2025 the issuer was acquired by NH Holdings 2025, Inc. under a merger agreement and became a wholly-owned subsidiary of the acquirer. Under a Rollover Agreement dated 09/23/2025, the reporting person contributed his issuer common stock and Series A and Series B preferred shares in exchange for ownership units in NH Holdings 2025 SPV, L.P., effective at the merger closing. The filing was signed by an attorney-in-fact on 10/06/2025.

Linda R. Gooden, a director of NeueHealth, Inc. (NEUE), reported a disposition of 16,443 shares of the company's common stock on 10/02/2025. The Form 4 states the disposition resulted from a merger in which the issuer became a wholly-owned subsidiary of NH Holdings 2025, Inc. under an Agreement and Plan of Merger dated December 23, 2024. Under a Rollover Agreement dated August 11, 2025, the reporting person contributed her common and preferred shares in exchange for units of NH Holdings on a one-for-one basis effective at the merger's closing.

The filing shows the reporting person held 0 shares of issuer common stock after the transaction and the Form 4 was signed by an attorney-in-fact. The document records the ownership transfer and the conversion of equity into Holdings units as the material outcome of the corporate transaction.

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.

Mohamad Makhzoumi, reported as a director and 10% owner of NeueHealth, Inc. (NEUE), disclosed multiple transactions dated 10/02/2025. The filing shows a mix of warrant exercises at an exercise price of $0.01 and cashless net exercises valued at $6.75 per share, producing sizable share increases in several NEA-related accounts and parallel cashless share surrenders.

The filing also records contributions and cancellations of common and preferred shares under a merger transaction, where reporting persons rolled shares into an Ultimate Parent and those Issuer shares were cancelled. Several previously reported holdings were reduced to 0 shares following the merger exchanges and cancellations.

Insider activity shows multiple warrant exercises, cashless conversions and a merger-related cancellation on 10/02/2025. Scott D. Sandell, reporting as manager of several NEA entities, reported a series of transactions that include warrant exercises at a $0.01 exercise price, cashless net exercises based on a $6.75 per-share fair market value, and large cancellations of common and preferred shares following a rollover into NH Holdings 2025 SPV, L.P.

The filing discloses that Merger Sub merged into the issuer on 10/02/2025, after which contributed shares of Common Stock, Series A and Series B Preferred Stock were cancelled and exchanged for limited partnership interests in the Ultimate Parent, leaving zero direct shares for the reported interests in several lines. Reported indirect holdings before and after transactions are provided by NEA-related entities.

NeueHealth, Inc. (NEUE) Form 4 shows a complex set of insider transactions tied to a merger on 10/02/2025. The reporting person, a manager of several NEA entities, recorded multiple warrant exercises, cashless net exercises and share cancellations tied to the merger consideration. Large cancellations occurred when the issuer merged into a parent and reporting persons contributed and cancelled their common and preferred shares in exchange for limited partnership interests in the ultimate parent. After the transactions and conversions, many previously held shares and preferred interests were cancelled and ceased to exist.

The filing lists multiple warrant exercises at a $0.01 exercise price and cashless net exercises using a fair market value of $6.75 per share. Post-transaction beneficial ownership counts vary by fund, and several reported holdings were reduced to 0 following the rollover and cancellation mechanics of the merger.

Paul Edward Walker, reporting as a manager of several NEA entities, reported multiple transactions in NeueHealth, Inc. (NEUE) on 10/02/2025. The filing shows a series of warrant exercises, cashless net exercises and conversions at exercise prices of $0.01 and a cashless exercise reference price of $6.75 (closing price on 10/01/2025). Many derivative instruments (warrants) were exercised or became exercisable on 10/02/2025, producing reported increases in underlying common shares and then, pursuant to a merger on 10/02/2025, the Reporting Persons contributed their shares and preferred stock to NH Holdings 2025 SPV, L.P. and the contributed shares were cancelled.

The net effect disclosed is that large blocks of common stock and convertible preferred shares were converted/exercised and then rolled into limited partnership interests in the Ultimate Parent as part of the Merger, with several reported beneficial ownership lines ending at 0 following cancellation.

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.

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.

Reporting person: Rick Yang, manager of NEA 17 GP, LLC and NEA 18 VGE GP, LLC, filed a Form 4 disclosing multiple warrant exercises, cashless exercises and share rollovers tied to a merger on 10/02/2025.

The filing shows combined warrant exercises and related transactions that increased indirect beneficial ownership then resulted in contributions and cancellations following a merger into a new parent. Notable transactions include warrant acquisitions/assignments totaling approximately 2.39M and 1.66M shares in two groups, cashless net exercises at a fair market value of $6.75 per share, and the cancellation of contributed common and preferred shares in exchange for limited partnership interests as part of the rollover into the ultimate parent.

Reporting person: Edward T. Mathers, identified as a Director and 10% owner through NEA-related entities.

On 10/02/2025 the filing reports multiple warrant exercises, cashless net exercises and share cancellations tied to a merger. The filing shows large warrant exercises at a $0.01 exercise price and cashless net exercises based on a $6.75 fair market price. Following rollover agreements executed in connection with the merger, substantial holdings of Common Stock, Series A and Series B Preferred Stock were contributed to an Ultimate Parent and then cancelled, reducing reported beneficial ownership to zero for those cancelled positions.

NeueHealth, Inc. (NEUE) Form 4 shows a complex set of equity and warrant transactions by Baskettt Forest as a reporting person linked to multiple NEA funds. On 10/02/2025 the filings record multiple warrant exercises, cashless net exercises at a $6.75 FMV, acquisitions at $0.01 exercise price and numerous cancellations following a merger that made the issuer a wholly owned subsidiary of NH Holdings 2025, Inc.

The transactions include the acquisition of large warrant positions (totaling hundreds of thousands of shares by fund vehicle), cashless exercises that surrendered shares, and the conversion/cancellation of preferred shares (Series A and B) into partnership interests in the Ultimate Parent, leaving zero retained issuer shares reported for several holdings.

NEA 18 Venture Growth Equity, L.P. and related NEA entities reported multiple transactions in NeueHealth, Inc. (NEUE) securities tied to a corporate merger and warrant activity. On 10/02/2025 the reporting persons exercised and surrendered warrants in cashless transactions and contributed common and preferred shares into a parent vehicle as part of a merger, after which those contributed shares were cancelled.

The filings show warrant exercises at an exercise price of $0.01 and the use of a $6.75 closing market price to determine cashless exercise surrender amounts. Reported totals before cancellation included up to 2,385,055 common shares beneficially owned at one point, and subsequent cancellations reduced direct common share holdings to 0 following contribution to NH Holdings 2025 SPV, L.P.

NeueHealth (NEUE) insider filing: Reporting persons affiliated with New Enterprise Associates 17, L.P. (a director and 10% owner) reported multiple transactions on October 2, 2025.

They exercised 189,195 and 186,128 warrants at an exercise price of $0.01 per share, with small related share surrenders and sales of 280 and 276 shares at $6.75 per share tied to a cashless exercise.

Following the closing of the merger with NH Holdings 2025, Inc., all beneficially owned Common, Series A Preferred, and Series B Preferred shares were contributed to the acquirer and then cancelled, leaving the reporting persons with zero shares of the issuer.

NEUE Form 4 shows New Enterprise Associates-related holders adjusted holdings tied to a merger on 10/02/2025. Reporting persons exercised and transferred warrants and shares: a cashless net exercise converted warrants into 372,255 common shares and another exercise/issuance recorded 189,195 shares at $0.01 per share. The holders also sold small amounts (total 831 shares) at $6.75 per share in connection with the exercises. Following contributions to the buyer vehicle under the merger agreement, 1,159,683 shares were contributed and cancelled, leaving the reporting entity with 0 direct common shares reported post-transaction. The filing discloses layered indirect ownership through NEA Partners 16, NEA 16 GP and named NEA managers and notes certain warrants became fully exercisable on 10/02/2025.

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.

NEA 15 and affiliated entities reported multiple transactions in NeueHealth, Inc. (NEUE) on 10/02/2025. The filing shows cashless and cash exercises of warrants and issuance entries: 189,195 warrants were recorded under a cashless valuation at $0.01 and 434,297 warrants were exercised at $0.01 (becoming exercisable shares), with small share surrenders priced at $6.75 per share used to net-exercise certain warrants.

The report discloses that, under a merger described in a December 23, 2024 agreement, the reporting persons contributed their common stock into NH Holdings 2025 SPV, L.P. and those shares were cancelled, reducing the direct common stock holding to 0 following the Merger on 10/02/2025. The filing identifies NEA 15 as a 10% owner and director-affiliated reporting person and lists the managers and structure of indirect ownership without claiming beneficial ownership by the indirect parties.