Paul Edward Walker - 02 Oct 2025 Form 4 Insider Report for NeueHealth, Inc. (NEUE)

Role
Director, 10%+ Owner
Signature
/s/ Zachary Bambach, attorney-in-fact
Issuer symbol
NEUE
Transactions as of
02 Oct 2025
Transactions value $
$15
Form type
4
Filing time
06 Oct 2025, 17:53:09 UTC
Previous filing
15 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Walker Paul Edward Director, 10%+ Owner 2855 SAND HILL ROAD, MENLO PARK /s/ Zachary Bambach, attorney-in-fact 06 Oct 2025 0001553150

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 $1,891 +189,195 +32% $0.01 788,259 02 Oct 2025 See Note 1 F1
transaction NEUE Common Stock Sale -$1,890 -280 -0.04% $6.75 787,979 02 Oct 2025 See Note 1 F1, F2
transaction NEUE Common Stock Options Exercise $3,722 +372,255 +47% $0.01 1,160,234 02 Oct 2025 See Note 1 F1
transaction NEUE Common Stock Tax liability -$3,719 -551 -0.05% $6.75 1,159,683 02 Oct 2025 See Note 1 F1, F2
transaction NEUE Common Stock Disposed to Issuer -1,159,683 -100% 0 02 Oct 2025 See Note 1 F1, F3
transaction NEUE Common Stock Exercise of in-the-money or at-the-money derivative security $1,891 +189,195 +63% $0.01 488,982 02 Oct 2025 See Note 4 F4
transaction NEUE Common Stock Sale -$1,890 -280 -0.06% $6.75 488,702 02 Oct 2025 See Note 4 F2, F4
transaction NEUE Common Stock Options Exercise $1,861 +186,128 +38% $0.01 674,830 02 Oct 2025 See Note 4 F4
transaction NEUE Common Stock Tax liability -$1,863 -276 -0.04% $6.75 674,554 02 Oct 2025 See Note 4 F2, F4
transaction NEUE Common Stock Disposed to Issuer -674,554 -100% 0 02 Oct 2025 See Note 4 F3, F4
transaction NEUE Common Stock Exercise of in-the-money or at-the-money derivative security $16,567 +1,656,789 $0.01 1,656,789 02 Oct 2025 See Note 5 F5
transaction NEUE Common Stock Sale -$16,571 -2,455 -0.15% $6.75 1,654,334 02 Oct 2025 See Note 5 F2, F5
transaction NEUE Common Stock Exercise of in-the-money or at-the-money derivative security $6,075 +607,536 +37% $0.01 2,261,870 02 Oct 2025 See Note 5 F5
transaction NEUE Common Stock Sale -$6,075 -900 -0.04% $6.75 2,260,970 02 Oct 2025 See Note 5 F2, F5
transaction NEUE Common Stock Options Exercise $1,240 +124,085 +5.5% $0.01 2,385,055 02 Oct 2025 See Note 5 F5
transaction NEUE Common Stock Tax liability -$1,228 -182 -0.01% $6.75 2,384,873 02 Oct 2025 See Note 5 F2, F5
transaction NEUE Common Stock Disposed to Issuer -2,384,873 -100% 0 02 Oct 2025 See Note 5 F3, F5

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 -189,195 -100% $0 0 02 Oct 2025 Common Stock 189,195 $0.01 See Note 1 F1, F6
transaction NEUE Warrant (Right to Buy) Award +372,255 372,255 02 Oct 2025 Common Stock 372,255 $0.01 See Note 1 F1, F7
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -372,255 -100% $0 0 02 Oct 2025 Common Stock 372,255 $0.01 See Note 1 F1, F8
transaction NEUE Warrant (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -189,195 -100% $0 0 02 Oct 2025 Common Stock 189,195 $0.01 See Note 4 F4, F6
transaction NEUE Warrant (Right to Buy) Award +186,128 186,128 02 Oct 2025 Common Stock 186,128 $0.01 See Note 4 F4, F7
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -186,128 -100% $0 0 02 Oct 2025 Common Stock 186,128 $0.01 See Note 4 F4, F8
transaction NEUE Series A Convertible Perpetual Preferred Stock Disposed to Issuer -75,000 -100% 0 02 Oct 2025 Common Stock 330,194 See Note 4 F3, F4, F9
transaction NEUE Series B Convertible Perpetual Preferred Stock Disposed to Issuer -37,700 -100% 0 02 Oct 2025 Common Stock 509,780 See Note 4 F3, F4, F10
transaction NEUE Warrant (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -1,656,789 -100% $0 0 02 Oct 2025 Common Stock 1,656,789 $0.01 See Note 5 F5, F11
transaction NEUE Warrant (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -607,536 -100% $0 0 02 Oct 2025 Common Stock 607,536 $0.01 See Note 5 F5, F12
transaction NEUE Warrant (Right to Buy) Award +124,085 124,085 02 Oct 2025 Common Stock 124,085 $0.01 See Note 5 F5, F7
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -124,085 -100% $0 0 02 Oct 2025 Common Stock 124,085 $0.01 See Note 5 F5, F8
transaction NEUE Series A Convertible Perpetual Preferred Stock Disposed to Issuer -125,000 -100% 0 02 Oct 2025 Common Stock 550,323 See Note 5 F3, F5, F9
transaction NEUE Series B Convertible Perpetual Preferred Stock Disposed to Issuer -100,000 -100% 0 02 Oct 2025 Common Stock 1,352,200 See Note 5 F3, F5, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul Edward Walker 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 a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), 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 16 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, 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 Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), 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 17 in which the Reporting Person has no pecuniary interest.
F5 The Reporting Person is a manager of NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), 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 18 VGE in which the Reporting Person has no pecuniary interest.
F6 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.
F7 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.
F8 The warrants became fully exercisable on October 2, 2025.
F9 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.
F10 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.
F11 The warrants became exercisable as to 828,395 shares on August 29, 2023, 552,263 shares on September 18, 2023, 100,606 shares on November 1, 2023 and 175,525 shares on December 20, 2023.
F12 The warrants became exercisable as to 371,187 shares on April 30, 2024, 28,399 shares on June 21, 2024, 185,595 shares on October 2, 2024 and 22,355 shares on September 26, 2025.