Jay Matushak - 02 Oct 2025 Form 4 Insider Report for NeueHealth, Inc. (NEUE)

Signature
/s/ Eric Halverson for Jay Matushak, Attorney-in-Fact
Issuer symbol
NEUE
Transactions as of
02 Oct 2025
Net transactions value
$0
Form type
4
Filing time
14 Oct 2025, 19:54:57 UTC
Previous filing
14 May 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Matushak Jay Chief Financial Officer C/O NEUEHEALTH, INC., 9250 NW 36TH ST SUITE 420, DORAL /s/ Eric Halverson for Jay Matushak, Attorney-in-Fact 14 Oct 2025 0001977975

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NEUE Common Stock Disposed to Issuer -40,431 -100% 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 -180,000 -100% 0 02 Oct 2025 Common Stock 180,000 Direct F3, F4, F5
transaction NEUE Restricted Stock Units Disposed to Issuer -48,000 -100% 0 02 Oct 2025 Common Stock 48,000 Direct F3, F5, F6
transaction NEUE Restricted Stock Units Disposed to Issuer -6,340 -100% 0 02 Oct 2025 Common Stock 6,340 Direct F3, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jay Matushak 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. ("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.
F2 Pursuant to the Rollover Agreement, dated as of September 17, 2025 (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").
F3 Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
F4 All of these restricted stock units vest on 10/11/26.
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 The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/25.
F7 The original grant of these restricted stock units vest in equal annual installments beginning on 3/6/24.