New Enterprise Associates 17, L.P. - 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 $
$0
Form type
4
Date filed
10/6/2025, 05:49 PM
Previous filing
Oct 3, 2024

Reporting Owners (3)

Name Relationship Address Signature Signature date CIK
New Enterprise Associates 17, L.P. Director, 10%+ Owner 1954 GREENSPRING DRIVE, SUITE 600, TIMONIUM /s/ Zachary Bambach, attorney-in-fact 2025-10-06 0001768564
NEA Partners 17, L.P. Director, 10%+ Owner 1954 GREENSPRING DRIVE, SUITE 600, TIMONIUM /s/ Zachary Bambach, attorney-in-fact 2025-10-06 0001796820
NEA 17 GP, LLC Director, 10%+ Owner 1954 GREENSPRING DRIVE, SUITE 600, TIMONIUM /s/ Zachary Bambach, attorney-in-fact 2025-10-06 0001796821

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 +63.11% $0.01 489K Oct 2, 2025 Direct F1
transaction NEUE Common Stock Sale -$1.89K -280 -0.06% $6.75 489K Oct 2, 2025 Direct F1, F2
transaction NEUE Common Stock Options Exercise $1.86K +186K +38.09% $0.01 675K Oct 2, 2025 Direct F1
transaction NEUE Common Stock Tax liability -$1.86K -276 -0.04% $6.75 675K Oct 2, 2025 Direct F1, F2
transaction NEUE Common Stock Disposed to Issuer -675K -100% 0 Oct 2, 2025 Direct F1, F3

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 Direct F1, F4
transaction NEUE Warrant (Right to Buy) Award +186K 186K Oct 2, 2025 Common Stock 186K $0.01 Direct F1, F5
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -186K -100% $0.00 0 Oct 2, 2025 Common Stock 186K $0.01 Direct F1, F6
transaction NEUE Series A Convertible Perpetual Preferred Stock Disposed to Issuer -75K -100% 0 Oct 2, 2025 Common Stock 330K Direct F1, F3, F7
transaction NEUE Series B Convertible Perpetual Preferred Stock Disposed to Issuer -37.7K -100% 0 Oct 2, 2025 Common Stock 510K Direct F1, F3, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

New Enterprise Associates 17, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The securities are directly held by New Enterprise Associates 17, L.P. ("NEA 17") and are indirectly held by NEA Partners 17, L.P. ("NEA Partners 17"), the sole general partner of NEA 17, NEA 17 GP, LLC ("NEA 17 GP"), the sole general partner of NEA Partners 17, and the individual managers of NEA 17 GP (NEA Partners 17, NEA 17 GP and the individual managers of NEA 17 GP (collectively, the "NEA 17 Managers"), together, the "NEA 17 Indirect Reporting Persons"). The NEA 17 Managers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Edward Mathers, Scott D. Sandell, Paul Walker and Rick Yang. The NEA 17 Indirect Reporting Persons disclaim 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 17 in which the NEA 17 Indirect Reporting Persons have 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, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred 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, Series A Preferred Stock and Series B Preferred Stock was then cancelled and ceased to exist.
F4 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.
F5 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.
F6 The warrants became fully exercisable on October 2, 2025.
F7 The Series A Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $4.55 per share) as of the conversion date, subject to anti-dilution adjustments. The Series A Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series A Preferred Stock upon the occurrence of certain conditions.
F8 The Series B Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $1.4169 per share) as of the conversion date, subject to anti-dilution adjustments. The Series B Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series B Preferred Stock upon the occurrence of certain conditions.