NeueHealth Inc SEC Filings

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.

NEA groups amended prior Schedule 13D to report financing and a completed merger. On October 2, 2025 the NEA lender groups provided incremental loans totaling $37.3M under an amended credit agreement and received up to 1,116,765 Warrants issued at an exercise price of $0.01. Individual NEA lenders funded borrowings on October 2, 2025 of $4,141,141.68, $6,211,712.53, $12,423,425.05 and $14,493,995.90, respectively, and received corresponding warrant allotments. The Reporting Persons net‑exercised those Warrants immediately prior to closing based on a fair market value of $6.75 per share and contributed their equity into a parent vehicle in connection with a merger, after which all outstanding public common shares were cancelled and certain dissenting shares were converted into $7.33 cash per share. Following the Merger, the Reporting Persons state they do not beneficially own any common stock and have ceased to own five percent or more of the class. The filing notes intent to delist and deregister the common stock and to file Form 15 to terminate reporting obligations.

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.

NeueHealth, Inc. reporting persons filed an amendment to Schedule 13D stating that on 10/02/2025 all shares of common stock previously held by the listed StepStone-related entities were cancelled and automatically converted into the right to receive cash of $7.33 per share in connection with the issuer's previously announced business combination. As a result, each reporting person ceased to be the beneficial owner of more than 5% of the common stock. The filing shows zero shares beneficially owned and zero voting or dispositive power for each entity, and incorporates the cover page figures by reference. The document provides contact and signature details for StepStone signatory Jennifer Y. Ishiguro.