Jeffrey J. Scherman - 02 Oct 2025 Form 4 Insider Report for NeueHealth, Inc. (NEUE)

Role
Chief Accounting Officer
Signature
/s/ Eric Halverson for Jeffrey J. Scherman, Attorney-in-Fact
Issuer symbol
NEUE
Transactions as of
02 Oct 2025
Net transactions value
-$91,354
Form type
4
Filing time
06 Oct 2025, 18:23:20 UTC
Previous filing
14 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Scherman Jeffrey J Chief Accounting Officer C/O NEUEHEALTH, INC., 9250 NW 36TH ST SUITE 420, DORAL /s/ Eric Halverson for Jeffrey J. Scherman, Attorney-in-Fact 06 Oct 2025 0001867147

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NEUE Common Stock Disposed to Issuer $91,354 -12,463 -100% $7.33 0 02 Oct 2025 Direct F1, F2

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 Restricted Stock Units Disposed to Issuer -11,000 -100% 0 02 Oct 2025 Common Stock 11,000 Direct F1, F3, F4, F5
transaction NEUE Restricted Stock Units Disposed to Issuer -50,000 -100% 0 02 Oct 2025 Common Stock 50,000 Direct F1, F3, F5, F6
transaction NEUE Restricted Stock Units Disposed to Issuer -2,490 -100% 0 02 Oct 2025 Common Stock 2,490 Direct F1, F3, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeffrey J. Scherman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On October 2, 2025, NH Holdings 2025, Inc. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Parent ("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 Parent (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.
F2 At the effective time of the Merger ("Effective Time"), each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $7.33 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
F3 Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
F4 The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/24.
F5 Each Issuer restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was assumed and adjusted into a restricted stock unit with respect to a number of shares of common stock of Parent equal to the number of shares of Issuer common stock subject to such Issuer RSU and continued to be subject to the same terms and restrictions set forth in the Issuer equity plans and any applicable individual award agreement issued thereunder (including with respect to vesting).
F6 All of these restricted stock units vest on 10/11/26.
F7 The original grant of these restricted stock units vest in equal annual installments beginning on 3/6/23.