Nea 15 Gp, Llc - Oct 2, 2025 Form 4 Insider Report for NeueHealth, Inc. (NEUE)

Signature
/s/ Zachary Bambach, attorney-in-fact
Stock symbol
NEUE
Transactions as of
Oct 2, 2025
Transactions value $
$5
Form type
4
Date filed
10/6/2025, 05:48 PM
Previous filing
Jun 30, 2021

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
NEA 15 GP, LLC Director, 10%+ Owner 1954 GREENSPRING DRIVE, SUITE 600, TIMONIUM /s/ Zachary Bambach, attorney-in-fact 2025-10-06 0001640033

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NEUE Common Stock Exercise of in-the-money or at-the-money derivative security $1.89K +189K +14.14% $0.01 1.53M Oct 2, 2025 See Note 1 F1
transaction NEUE Common Stock Sale -$1.89K -280 -0.02% $6.75 1.53M Oct 2, 2025 See Note 1 F1, F2
transaction NEUE Common Stock Options Exercise $4.34K +434K +28.44% $0.01 1.96M Oct 2, 2025 See Note 1 F1
transaction NEUE Common Stock Tax liability -$4.34K -643 -0.03% $6.75 1.96M Oct 2, 2025 See Note 1 F1, F2
transaction NEUE Common Stock Disposed to Issuer -1.96M -100% 0 Oct 2, 2025 See Note 1 F1, F3
transaction NEUE Common Stock Disposed to Issuer -43.7K -100% 0 Oct 2, 2025 See Note 4 F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NEUE Warrant (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -189K -100% $0.00 0 Oct 2, 2025 Common Stock 189K $0.01 See Note 1 F1, F5
transaction NEUE Warrant (Right to Buy) Award +434K 434K Oct 2, 2025 Common Stock 434K $0.01 See Note 1 F1, F6
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -434K -100% $0.00 0 Oct 2, 2025 Common Stock 434K $0.01 See Note 1 F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nea 15 Gp, Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The Reporting Person is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Reporting Person has no pecuniary interest.
F2 Represents the cashless net exercise of a warrant through the surrender of shares to the Issuer based on a fair market value of $6.75 per share, the closing market price of the Issuer's common stock on October 1, 2025.
F3 Pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among the Issuer, NH Holdings 2025, Inc. ("Parent") and NH Holdings Acquisition 2025, Inc. ("Merger Sub"), on October 2, 2025, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to rollover agreements entered into between certain of the Reporting Persons and NH Holdings 2025 SPV, L.P. ("Ultimate Parent"), Parent and Merger Sub, each share of the Issuer's Common Stock beneficially owned by the Reporting Persons was contributed to Ultimate Parent in exchange for limited partnership interests in Ultimate Parent. Each such share of the Issuer's Common Stock was then cancelled and ceased to exist.
F4 The Reporting Person is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15-OF in which the Reporting Person has no pecuniary interest.
F5 The warrants became exercisable as to 123,729 shares on April 30, 2024, 1,733 shares on June 21, 2024, 61,865 shares on October 2, 2024 and 1,868 shares on September 26, 2025.
F6 Warrants issued pursuant to the Warrantholders Agreement, dated September 30, 2025 between the Issuer and the holders listed on Schedule 1 thereto, and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, that certain Incremental Amendment No. 2, dated as of April 8, 2024, that certain Amendment No. 3, dated as of June 21, 2024, that certain Amendment No. 4, dated as of October 29, 2024, and that certain Amendment No. 5, dated as of September 30, 2025, between the Issuer and the lenders thereto.
F7 The warrants became fully exercisable on October 2, 2025.