SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kraus Stephen

(Last)

(First)

(Middle)

C/O NEUEHEALTH, INC.

8000 NORMAN CENTER DRIVE, SUITE 900

(Street)

MINNEAPOLIS

55437

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NeueHealth, Inc. [ NEUE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/02/2025		D⁽¹⁾		16,443	D	⁽²⁾	0	D
Common Stock	10/02/2025		D⁽¹⁾		0	D	⁽²⁾	0	I	See footnote⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Perpetual Preferred Stock	⁽⁵⁾	10/02/2025		D⁽¹⁾			0	⁽⁵⁾	⁽⁶⁾⁽⁷⁾	Common Stock	0	⁽²⁾	0	I	See footnote⁽³⁾⁽⁴⁾

Explanation of Responses:

1. On October 2, 2025, NH Holdings 2025, Inc. ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of December 23, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.

2. Pursuant to the Rollover Agreement, dated as of December 23, 2024 (the "Rollover Agreement "), entered into by and among NH Holdings 2025 SPV, L.P. ("Holdings"), NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc. and the Reporting Person, the Reporting Person contributed its shares of Issuer common stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") to Holdings in exchange for Holdings common units, series A preferred units and series B preferred units on a one-for-one basis in accordance with the Rollover Agreement, and effective as of the effective time of the Merger (the "Effective Time").

3. Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Parallel L.P. ("Bessemer IX Parallel"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional, and together with Bessemer IX, and Bessemer IX Parallel, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century"), Bessemer Venture Partners Century Fund Parallel L.P. ("Bessemer Century Parallel") Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, and Bessemer Century Parallel, the "Bessemer Century Funds") and 15 Angels II LLC ("15 Angels") contributed 22,203 shares of Common Stock and 189 shares of Series B Preferred Stock; 426,445 shares of Common Stoick and 3,628 shares of Series B Preferred Stock, 359,437 shares of

4. (Continued from footnote 3) Common Stock and 3,058 share of Series B Preferred Stock, 7,803 shares of Common Stock and 66 shares of Series B Preferred Stock, 18,326 shares of Common Stock and 156 shares of Series B Preferred Stock, 164,872 shares of Common Stock and 1,402 shares of Series B Preferred Stock, 132 shares of Common Stocka and 1 share of Series B Preferred Stock, respectively.

5. The Issuer's Series B Preferred Stock was convertible at the option of the holder (subject to the expiration or early termination of the applicable waiting period, if any, under the HSR Act) 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 plus increases for accumulated quarterly dividends that are not paid in cash ("compounded dividends")) plus (ii) the accrued dividends with respect to each share of Series B Preferred Stock as of the applicable conversion date divided by (b) the conversion price as of the applicable conversion date (initially approximately $1.4169), subject to anti-dilution adjustments.

6. The Series B Preferred Stock had no expiration date. At any time after the third anniversary of the original issuance date, if the closing price per share of Common Stock was greater than 287% of the then applicable conversion price (initially $4.07) for (x) at least 20 trading days in any period of 30 consecutive trading days and (y) the last trading day immediately before the Issuer provided notice of its election to convert, the Issuer may have elected to convert all of the Series B Preferred Stock into the relevant number of shares of Issuer common stock. [Continued on Note 7]

7. [Continuation of Note 6] At any time following the fifth anniversary of the original issuance date, the Issuer may have redeemed all of the Series B Preferred Stock for a per share amount in cash equal to: (i) the sum of (A) the liquidation preference (reflecting increases for compounded dividends) thereof plus (B) all accrued dividends as of the applicable redemption date, multiplied by (ii) (A) 105% if the redemption occurs at any time prior to the seventh anniversary of the original issuance date and (B) 100% if the redemption occurred at any time on or after the seventh anniversary of the original issuance date.

	/s/ Augie Wilkinson, as Attorney-in-Fact	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Director Kraus Stephen returned 16,443 shares to the company, closing all direct ownership in the company (SEC Form 4)