Business Description

ORGANIZATION AND OPERATIONS Organizational Structure: NeueHealth, Inc. and subsidiaries (collectively, “NeueHealth,” “we,” “our,” “us,” or the “Company” ) was founded in 2015 to transform healthcare. NeueHealth is a value-driven, consumer-centric healthcare company committed to making high-quality, coordinated healthcare accessible and affordable to all populations. We believe we can reduce the friction and current lack of coordination in today’s healthcare system by uniquely aligning the interests of payors and providers to enable a seamless, consumer-centric healthcare experience that drives value for all. We have two market facing businesses: our NeueCare business and NeueSolutions business. NeueCare is our value-driven care delivery business that manages risk in partnership with external payors and serves all populations across The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (“ACA”) Marketplace, Medicare, and Medicaid. NeueSolutions is our provider enablement business that includes a suite of technology, services, and clinical care solutions that empower providers to thrive in performance-based arrangements. NEA Merger Agreement: On December 23, 2024, NeueHealth entered into the NEA Merger Agreement with NH Holdings 2025, Inc., a Delaware corporation (“Parent”), pursuant to which, and subject to the conditions set forth therein, the Company will become a wholly owned subsidiary of Parent. Parent is indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. (the “NEA Merger”). The completion of the NEA Merger is subject to the fulfillment or waiver of certain customary mutual closing conditions, including (a) the adoption of the NEA Merger Agreement by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted basis), voting together as a single class, that are entitled to vote thereon (the “Company Stockholder Approval”), (b) the absence of any law or order prohibiting, enjoining or making illegal the consummation of the NEA Merger and (c) all specified regulatory filings and approvals required in connection with the transactions contemplated by the NEA Merger Agreement having been made or received, as applicable. The obligation of each party to consummate the NEA Merger is also subject to the fulfillment or waiver of certain customary unilateral closing conditions, including the other party’s (or parties’) representations and warranties being true and correct (subject to certain customary materiality qualifiers) and the other party (or parties) having performed in all material respects its (or their) obligations under the NEA Merger Agreement. The obligation of each of Parent and Merger Sub to consummate the NEA Merger is additionally conditioned upon there not having been imposed any Burdensome Condition (as defined in the NEA Merger Agreement) in connection with the receipt of the regulatory approvals required in connection with the transactions contemplated by the NEA Merger Agreement. The required closing conditions have yet to be obtained, and there is no assurance that all of them will be obtained. Sale of California Medicare Advantage Business: Effective as of January 1, 2024, this transaction was consummated for an aggregate purchase price of $500.0 million subject to certain contingencies adjustments relating to Tangible Net Equity (“TNE”) . The Consolidation and Adjustment Escrow review has been completed and $61.1 million was released from escrow to the Company on March 17, 2025; this receivable has been recognized within current assets of discontinued operations in the Consolidated Balance Sheets. A corresponding $65.2 million gain was recognized within gain (loss) from discontinued operations in the Consolidated Statements of Income (Loss). Refer to Note 19, Discontinued Operations for additional information. CMS Modified Repayment Agreements: On March 13, 2025, our insurance subsidiaries in Colorado and Florida entered into modified repayment agreements with respect to the remaining unpaid amount of their risk adjustment obligations for an aggregate amount of $271.8 million (the “Modified Repayment Agreements”). The remaining amount owed under the Modified Repayment Agreements is due September 15, 2026 and bears interest at a rate of 11.5% per annum.…