[S-8 POS] NeueHealth, Inc. SEC Filing

Rhea-AI Filing Summary

NeueHealth filed a Form S-8 post-effective amendment registering shares for equity award plans. The filing records registration of 2,275,000 shares for awards under the NeueHealth Second Amended and Restated 2021 Omnibus Incentive Plan. It also references prior S-8 registrations covering 42,000,000 shares for the 2021 Incentive Plan and 72,285,567 shares for the 2016 Stock Incentive Plan.

Insights

Compensation Analyst

TL;DR: Routine equity registration to support stock-based awards; standard for companies with active incentive plans.

The Form S-8 POS documents a post-effective filing registering 2,275,000 shares for delivery under the company's 2021 Omnibus Incentive Plan and cites earlier registrations covering large pools of shares under prior plans. This filing enables award settlement and administrative flexibility for employee and director compensation. No financial results, dilution calculations, or grant details are included, so impact on share count and earnings per share cannot be quantified from the text provided.

Corporate Governance Expert

TL;DR: Administrative disclosure consistent with governance practices; provides legal capacity to issue plan awards.

The submission is procedural: it updates the SEC record to show registration of additional shares available for issuance under the firm's equity incentive plan. Such filings support governance by ensuring awards can be issued in compliance with securities laws. The document does not disclose grant terms, recipients, or timing, so material governance implications beyond administrative readiness are not specified in the content provided.

As filed with the Securities and Exchange Commission on October 2, 2025

Registration No. 333-279463

Registration No. 333-271987

Registration No. 333-257477

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

Form S-8 Registration Statement No. 333-279463

Form S-8 Registration Statement No. 333-271987

Form S-8 Registration Statement No. 333-257477

UNDER

THE SECURITIES ACT OF 1933

NEUEHEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	47-4991296
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
9250 NW 36th St Suite 420 Doral, FL	33178
(Address of Principal Executive Office)	(Zip Code)

NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan

Bright Health Group, Inc. 2016 Stock Incentive Plan

(Full Title of the Plans)

Jeff Craig

General Counsel and Corporate Secretary

9250 NW 36th St Suite 420

Doral, FL 33178

(Name and address of agent for service)

(612) 238-1321 

(Registrant’s Telephone Number, Including Area Code)

Copies to:

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

Email: aazher@stblaw.com;

wbrentani@stblaw.com

Attention: Atif I. Azher; William B. Brentani

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer	¨
Non-accelerated filer x	Smaller reporting company	x
	Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) of NeueHealth, Inc., a Delaware corporation (the “Registrant”), which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):

1.  Registration Statement on Form S-8 (File No. 333-279463), filed with the SEC on May 16, 2024, pertaining to the registration of 2,275,000 shares of common stock of the Registrant, par value $0.0001 per share (the “Common Stock”) for delivery with respect to awards under the NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”).

2.	Registration Statement on Form S-8 (File No. 333-271987), filed with the SEC on May 17, 2023, pertaining to the registration of 156,622,359* shares of Common Stock for delivery with respect to awards under the 2021 Incentive Plan.
3.	Registration Statement on Form S-8 (File No. 333-257477), filed with the SEC on June 28, 2021, pertaining to the registration of (i) 42,000,000* shares of Common Stock for delivery with respect to awards under the 2021 Incentive Plan and (ii) 72,285,567* shares of Common Stock for delivery with respect to awards under the Bright Health Group, Inc. 2016 Stock Incentive Plan.

* The number of shares of Common Stock originally registered have not been adjusted to reflect the one-for-eighty (1-for-80) reverse stock split that became effective on May 19, 2023.

On October 2, 2025, pursuant to the Agreement and Plan of Merger, dated December 23, 2024, by and among the Registrant, NH Holdings 2025, Inc., a Delaware corporation (“Parent”), and NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly owned subsidiary of Parent.

As a result of the Merger, the Registrant is terminating all existing registration statements under the Securities Act of 1933, as amended, of the Registrant, including the Registration Statements. The Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration, by means of a post-effective amendment, any and all securities of the Registrant registered for issuance under the Registration Statements that remain unissued as of the date of this Post-Effective Amendment. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Doral, State of Florida, on October 2, 2025.

NEUEHEALTH, INC.
By:	/s/ Jeff Craig
Name:	Jeff Craig
Title:	General Counsel and Corporate Secretary

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.

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FAQ

What does the NEUE Form S-8 POS register?

The filing registers 2,275,000 shares of common stock for awards under the NeueHealth Second Amended and Restated 2021 Omnibus Incentive Plan.

Does the filing mention prior S-8 registrations for NEUE?

Yes. It references prior Form S-8 (File No. 333-257477) registering 42,000,000 shares for the 2021 Incentive Plan and 72,285,567 shares for the 2016 Stock Incentive Plan.

Does this Form S-8 POS disclose grant recipients or terms?

No. The provided text only lists registered share amounts and the applicable plans; it does not disclose recipients, grant sizes, or vesting terms.

Is there financial or earnings information in the filing?

No. The content contains administrative registration details only and includes no financial statements or earnings data.

Who signed the filing on behalf of NeueHealth?

The filing text shows it was signed by Jeff Craig, identified as General Counsel and Corporate Secretary.