Mohamad Makhzoumi - 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 $
$20
Form type
4
Date filed
10/6/2025, 05:54 PM
Previous filing
May 15, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Makhzoumi Mohamad Director, 10%+ Owner 2855 SAND HILL ROAD, MENLO PARK /s/ Zachary Bambach, attorney-in-fact 2025-10-06 0001630226

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NEUE Common Stock Options Exercise $1.89K +189K +14.14% $0.01 1.53M Oct 2, 2025 See Note 1 F1
transaction NEUE Common Stock Tax liability -$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
transaction NEUE Common Stock Options Exercise $1.89K +189K +31.58% $0.01 788K Oct 2, 2025 See Note 5 F5
transaction NEUE Common Stock Tax liability -$1.89K -280 -0.04% $6.75 788K Oct 2, 2025 See Note 5 F2, F5
transaction NEUE Common Stock Options Exercise $3.72K +372K +47.24% $0.01 1.16M Oct 2, 2025 See Note 5 F5
transaction NEUE Common Stock Tax liability -$3.72K -551 -0.05% $6.75 1.16M Oct 2, 2025 See Note 5 F2, F5
transaction NEUE Common Stock Disposed to Issuer -1.16M -100% 0 Oct 2, 2025 See Note 5 F3, F5
transaction NEUE Common Stock Options Exercise $1.89K +189K +63.11% $0.01 489K Oct 2, 2025 See Note 6 F6
transaction NEUE Common Stock Tax liability -$1.89K -280 -0.06% $6.75 489K Oct 2, 2025 See Note 6 F2, F6
transaction NEUE Common Stock Options Exercise $1.86K +186K +38.09% $0.01 675K Oct 2, 2025 See Note 6 F6
transaction NEUE Common Stock Tax liability -$1.86K -276 -0.04% $6.75 675K Oct 2, 2025 See Note 6 F2, F6
transaction NEUE Common Stock Disposed to Issuer -675K -100% 0 Oct 2, 2025 See Note 6 F3, F6
transaction NEUE Common Stock Options Exercise $16.6K +1.66M $0.01 1.66M Oct 2, 2025 See Note 7 F7
transaction NEUE Common Stock Tax liability -$16.6K -2.46K -0.15% $6.75 1.65M Oct 2, 2025 See Note 7 F2, F7
transaction NEUE Common Stock Options Exercise $6.08K +608K +36.72% $0.01 2.26M Oct 2, 2025 See Note 7 F7
transaction NEUE Common Stock Tax liability -$6.08K -900 -0.04% $6.75 2.26M Oct 2, 2025 See Note 7 F2, F7
transaction NEUE Common Stock Options Exercise $1.24K +124K +5.49% $0.01 2.39M Oct 2, 2025 See Note 7 F7
transaction NEUE Common Stock Tax liability -$1.23K -182 -0.01% $6.75 2.38M Oct 2, 2025 See Note 7 F2, F7
transaction NEUE Common Stock Disposed to Issuer -2.38M -100% 0 Oct 2, 2025 See Note 7 F3, F7
transaction NEUE Common Stock Disposed to Issuer -16.4K -100% 0 Oct 2, 2025 Direct 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) Options Exercise $0 -189K -100% $0.00 0 Oct 2, 2025 Common Stock 189K $0.01 See Note 1 F1, F8
transaction NEUE Warrant (Right to Buy) Award +434K 434K Oct 2, 2025 Common Stock 434K $0.01 See Note 1 F1, F9
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, F10
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -189K -100% $0.00 0 Oct 2, 2025 Common Stock 189K $0.01 See Note 5 F5, F8
transaction NEUE Warrant (Right to Buy) Award +372K 372K Oct 2, 2025 Common Stock 372K $0.01 See Note 5 F5, F9
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -372K -100% $0.00 0 Oct 2, 2025 Common Stock 372K $0.01 See Note 5 F5, F10
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -189K -100% $0.00 0 Oct 2, 2025 Common Stock 189K $0.01 See Note 6 F6, F8
transaction NEUE Warrant (Right to Buy) Award +186K 186K Oct 2, 2025 Common Stock 186K $0.01 See Note 6 F6, F9
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -186K -100% $0.00 0 Oct 2, 2025 Common Stock 186K $0.01 See Note 6 F6, F10
transaction NEUE Series A Convertible Perpetual Preferred Stock Disposed to Issuer -75K -100% 0 Oct 2, 2025 Common Stock 330K See Note 6 F3, F6, F11
transaction NEUE Series B Convertible Perpetual Preferred Stock Disposed to Issuer -37.7K -100% 0 Oct 2, 2025 Common Stock 510K See Note 6 F3, F6, F12
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -1.66M -100% $0.00 0 Oct 2, 2025 Common Stock 1.66M $0.01 See Note 7 F7, F13
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -608K -100% $0.00 0 Oct 2, 2025 Common Stock 608K $0.01 See Note 7 F7, F14
transaction NEUE Warrant (Right to Buy) Award +124K 124K Oct 2, 2025 Common Stock 124K $0.01 See Note 7 F7, F9
transaction NEUE Warrant (Right to Buy) Options Exercise $0 -124K -100% $0.00 0 Oct 2, 2025 Common Stock 124K $0.01 See Note 7 F7, F10
transaction NEUE Series A Convertible Perpetual Preferred Stock Disposed to Issuer -125K -100% 0 Oct 2, 2025 Common Stock 550K See Note 7 F3, F7, F11
transaction NEUE Series B Convertible Perpetual Preferred Stock Disposed to Issuer -100K -100% 0 Oct 2, 2025 Common Stock 1.35M See Note 7 F3, F7, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mohamad Makhzoumi 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 15 GP, LLC ("NEA 15 GP"), which 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, 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 15 GP, which 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 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 The warrants became fully exercisable on October 2, 2025.
F11 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.
F12 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.
F13 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.
F14 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.