NeueHealth Inc SEC Filings

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.