UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024
 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF 1934

 For the transition period from to
 Commission file number 001-40537
 NEUEHEALTH, INC.
 (Exact Name of Registrant as Specified in its Charter)

 Delaware

 47-4991296

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 9250 NW 36th St Suite 420, Doral, FL

 33178

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: (612) 238-1321

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading
 Symbol(s)

 Name of each exchange
 on which registered

 Common Stock, $0.0001 par value

 NEUE

 New York Stock Exchange

 Securities registered pursuant to section 12(g) of the Act:
 Common Shares

 (Title of class)

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes o No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes o No

 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes No o
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this

 chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
 of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No
 The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2024, based on the closing price of $5.44 for shares of the Registrant's common stock as reported by the New York Stock Exchange, was approximately $ 22,018,509. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates.
 As of March 14, 2025, the registrant had 8,654,758 shares of common stock, $0.0001 par value per share, outstanding.
 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated herein by reference where indicated. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, such proxy statement is not deemed to be filed as part hereof.

 Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Item 16. Form 10-K Summary

 FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K ("Annual Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements made in this Annual Report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements, and should be evaluated as such. Forward-looking statements include any statement or information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies, and our operational and financial outlook, estimates, projections, and guidance. These statements often include words such as "anticipate," "expect," "plan," "believe," "intend," "project," "forecast," "estimates," "projections," "should," "might," "may," "will," "ensure" and other similar expressions. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Factors that might materially affect such forward-looking statements include: our ability to continue as a going concern; expectations and outcomes related to the NEA Merger Agreement (as defined below); our ability to comply with the terms of our credit facilities or any credit facility into which we enter in the future; our ability to receive the remaining proceeds from the sale of our Medicare Advantage ("MA") business in California in a timely manner; our ability to obtain any short or long-term debt or equity financing needed to operate our business; our ability to quickly and efficiently complete the wind down of our remaining Individual and Family Plan ("IFP") businesses and MA businesses, including by satisfying liabilities of those businesses when due and payable; potential disruptions to our business due to corporate restructuring and any resulting headcount reduction; our ability to accurately estimate and effectively manage the costs relating to changes in our business offerings and models; a delay or inability to withdraw regulated capital from our subsidiaries; a lack of acceptance or slow adoption of our business model; our ability to retain existing consumers and expand consumer enrollment; our Care Partners' abilities to obtain and accurately assess, code, and report risk adjustment factor scores; our ability to contract with care providers and arrange for the provision of quality care; our ability to obtain claims information timely and accurately; the impact of any pandemic or epidemic on our business and results of operations; the risks associated with our reliance on third-party providers to operate our business; the impact of modifications or changes to the U.S. health insurance markets; the impact of changes to federal funding for government healthcare programs; our ability to manage any growth of our business; our ability to operate, update or implement our technology platform and other information technology systems; our ability to retain key executives; our ability to successfully pursue acquisitions, integrate acquired businesses and divest businesses as needed; the occurrence of severe weather events, catastrophic health events, natural or man-made disasters, and social and political conditions or civil unrest; our ability to prevent and contain data security incidents and the impact of data security incidents on our members, patients, employees and financial results; our ability to comply with requirements to maintain effective internal controls; the outcome of threatened or pending litigation and risks of future legal disputes; the impacts resulting from new (or change to existing) laws, regulations and executive actions; our ability to mitigate risks associated with our Accountable Care Organizations ("ACO") Realizing Equity, Access, and Community Health ("REACH") businesses, including any unanticipated market or legislative or regulatory developments; and the other factors set forth under the heading Item 1A – "Risk Factors" in this Annual Report.

 The preceding list is not intended to be an exhaustive list of all of the factors that might affect our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Other sections of this Annual Report may include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

 You should not rely upon forward-looking statements as predictions of future events. Our forward-looking statements speak only as of the date of this Annual Report and, although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in such forward-looking statements will be achieved or occur at all. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in our expectations.

 SUMMARY OF KEY RISK FACTORS

 The following summary highlights certain of the principal risks and uncertainties included in the discussion of our risk factors in Item 1A – "Risk Factors" in this Annual Report. This is not a complete list of the risks set out in that section and readers are encouraged to review the "Risk Factors" section of this Annual Report in its entirety for a more fulsome understanding of the risks and uncertainties that may impact the Company.

 Risks Related to Our Business
 • We may require additional capital, which, if not available to us, may impact our ability to continue as a going concern.
 • Management action plans in place may not fully alleviate doubt about our ability to continue as a going concern.
 • Our business model may not be adopted or will be slow to be adopted by the healthcare industry.
 • We may not be able to contract with third-party payors and other partners.
 • Failure to appropriately set our rates or effectively manage our costs could negatively affect us.
 • We have incurred net losses each year since our inception.
 • Our limited operating history makes it difficult to evaluate our business and assess our future prospects.
 • We operate in competitive markets within a highly competitive industry.
 • The failure to enter into or maintain value-based care agreements with health plans could materially impact our business.
 • If we fail to offer high-quality customer support in our business, our reputation could suffer.
 • Our consumers are concentrated in certain geographic areas and amongst certain populations.
 • Our current business model and associated corporate restructuring could disrupt our business.
 • If we decide to enter new markets, they may not be as economical to serve as our existing markets.
 • If we grow rapidly, we may not be able to manage our growth effectively.
 • Any future epidemics or pandemics may adversely affect our business and results of operations.
 • Large-scale medical emergencies in one or more states in which we operate could disrupt our business.
 • If we are not able to maintain required statutory capital levels, our balance sheet may be adversely affected.
 • If we fail to achieve robust brand recognition our business may be adversely affected.
 • Medical liability claims made against us in the future could cause us to incur significant expenses.

 Risks Related to the NEA Merger
 • The transaction is subject to the receipt of certain required clearances or approvals from governmental entities that could delay the completion of the NEA Merger.
 • Failure to complete the NEA Merger could negatively impact our stock price and our future business and financial results.
 • Legal proceedings in connection with the NEA Merger, the outcomes of which are uncertain, could delay or prevent the completion of the NEA Merger.

 Risks Related to our Intellectual Property, Information Technology, and Data Privacy
 • Protecting our intellectual property rights may be expensive and demand management's attention.
 • Claims that allege we violated intellectual property rights may be costly to defend and limit our ability to operate.
 • We may not be able to maintain the accuracy, integrity or availability of our data.
 • Our enterprise resource planning system may prove ineffective.
 • The technology systems and platforms we utilize may not operate properly or as we expect them to operate.
 • Security incidents or breaches, loss of data and other disruptions could compromise sensitive or legally protected information.
 • Failure of third-party service providers to meet contractual obligations to us or their or our failure to comply with applicable laws or regulations may adversely affect our business.

 Risks Related to our Indebtedness
 • Our ability to incur a substantial level of indebtedness may reduce our financial flexibility.
 • Our current credit agreements contain, and any agreements governing future debt issuances may contain, restrictions on our ability to operate our business and to pursue our business strategies.

 Risks Related to Legal Proceedings and Governmental Regulations

 • Modifications or changes to the U.S. health insurance markets, the ACA Marketplace, Medicare and Medicaid could adversely affect our business.
 • Our contracts with third-party MA plans and reimbursement from fee-for-service Medicare are subject to changes to the Medicare program, including changes related to funding for Medicare and changes that impact the staff that administer the Medicare program.
 • If we fail to comply with certain healthcare laws, we could face substantial penalties.
 • Our use and disclosure of PII and PHI is subject to federal and state privacy and security laws and regulations.
 • Laws regulating the corporate practice of medicine could restrict the manner in which we conduct our business.
 • We are and may be subject to litigation, administrative proceedings or investigations.
 • We are subject to a pending putative securities class action lawsuit.
 • We are subject to inspections, reviews, audits and investigations under government programs and contracts.
 • Our employees, independent contractors, partners, suppliers and other third parties may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

 Risks Related to our Financial Statements
 • We have previously identified material weaknesses in our internal controls over financial reporting and may identify additional material weaknesses in the future, or otherwise fail to maintain an effective system of internal controls.
 • Accounting for health plan benefits is complicated and subject to foreseen and unforeseen risks.
 • Failure to comply with requirements to design, implement and maintain effective internal controls could adversely affect our stock price.
 • Our ability to use our net operating losses and research and development tax credit carryforwards to offset future taxable income may be subject to certain limitations.
 • The impairment of a significant portion of our intangible assets would negatively affect our results of operations.

 Risks Related to Ownership of Our Common Stock
 • If we are not in compliance with the continued listing standards of the New York Stock Exchange, we may be subject to permanent delisting from the New York Stock Exchange.
 • Our stock price has experienced significant volatility and may change significantly in the future.
 • Our quarterly operating results fluctuate and may fall short of prior periods, our projections or the expectations of securities analysts or investors, which could materially adversely affect our stock price.
 • We currently do not intend to declare dividends on our common stock in the foreseeable future.

 Risks Related to Investing in Our Common Stock
 • Issuances of shares of our common stock in connection with the conversion of our outstanding Preferred Stock, or exercise of outstanding warrants, would cause substantial dilution.
 • Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

 ITEM 1. BUSINESS

 NeueHealth, Inc. (formerly known as Bright Health Group, Inc.) ("NeueHealth," "we," "our," "us," or the "Company"), was founded in 2015 to transform healthcare.

 NeueHealth consists of two reportable segments:

 • NeueCare — 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 — Our provider enablement business that includes a suite of technology, services, and clinical care solutions that empower providers to thrive in performance-based arrangements.

 OVERVIEW

 At its core, NeueHealth is a value-driven healthcare company grounded in the belief that all health consumers are entitled to high-quality, coordinated healthcare. We believe we can significantly reduce the current friction and lack of coordination in today's healthcare system by aligning the interests of payors and providers to enable a seamless, consumer-centric healthcare experience that drives value for all.

 At the end of 2022, we exited the ACA Marketplace as an insurer and, as of January 1, 2024, we ceased offering Medicare Advantage products with the sale of our California Medicare Advantage business. After exiting the health insurance business, we adopted NeueHealth as our corporate brand name.

 We are focused on delivering value-driven, consumer-centric healthcare through our owned and affiliated clinics as well as enabling independent providers and medical groups to thrive in performance-based arrangements through deep financial alignment, customized population health tools, and strong partnerships with leading health plans and government programs.

 As previously announced, on December 23, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the "NEA Merger Agreement") with NH Holdings 2025, Inc., a Delaware corporation ("Parent"), and NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "NEA Merger"), with the Company surviving the NEA Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. ("NEA").

 OUR APPROACH

 U.S. healthcare has traditionally been designed to serve large employers and institutions, with limited focus on the consumer and a bias towards broad, impersonal networks. This dynamic has resulted in a highly fragmented system, where high-performing individual care providers have faced challenges given limited coordination and perverse incentives amongst key stakeholders. Traditional managed care organizations have primarily focused their efforts on cost containment, keeping their network participants at arm's length and leaving the underlying healthcare consumer lost in the mix. We believe this one-dimensional approach has driven a poor consumer experience, sub-optimal clinical outcomes, and tremendous economic waste. While legacy managed care organizations have attempted to address these issues in recent years, we believe their failure to employ a consumer-centric approach has limited their success.

 At NeueHealth, we are delivering what we believe is the future of integrated healthcare by deploying a differentiated, value-driven approach that is built on alignment and focused on the consumer.

 Built on Alignment

 NeueHealth has created a differentiated alignment model built upon three core principles applied consistently but flexed accordingly to meet our provider and payor partners where they are to deliver a more personalized care experience for consumers:

 • Clinical Alignment — We believe that alignment in healthcare starts with those responsible for delivering care locally. As each of our provider partners has a unique set of clinical tools and capabilities to manage population health risk, our adaptable model lends them the support necessary to enhance local healthcare delivery. Clinical alignment ensures coordination between providers and payors to deliver high-quality care that is affordable and tailored to meet each consumer's individual needs.

 • Financial Alignment — We have developed performance-based payment structures that enable us to take a staged approach to financial alignment with our provider partners. We first carefully consider each provider's ability and interest to take varying levels of population health risk and work with each partner over time to prepare them for success under more advanced models of value-based care. Our owned clinics align with payor partners, forming strategic relationships to manage all populations along the continuum of need across the ACA Marketplace, Medicare, and Medicaid primarily through performance-based arrangements.

 • Data and Technology Alignment — Our clinical and financial alignment with our provider and payor partners is designed to incentivize maximum platform interoperability, data transparency and data sharing, affording everyone a more holistic view of the consumers we serve. Our data-driven clinical tools support care teams by streamlining patient information, simplifying administrative processes, and presenting actionable insights to support informed decisions.

 Focused on the Consumer

 Our approach to healthcare remains centered around the belief that there is an ongoing shift from broad, employer-driven, one-size-fits-all offerings to a model built on individual choice. This has driven us to implement what we believe is a novel approach to consumer empowerment that focuses on developing true relationships with our patients early in their healthcare journey to understand their specific needs so we can deliver a personalized, consumer-centric healthcare experience.

 Powered by Technology

 NeueHealth's aligned and consumer-focused model enables us to transform the way technology can affect meaningful change in healthcare. Historically, key stakeholders with misaligned incentives have generally been unwilling to share critical information, thereby limiting the effectiveness of healthcare technology. In addition, data has been transactional, serving the needs of payors and care providers, but not the individual. By aligning stakeholders across the financing and delivery of care and putting consumers in control of their healthcare data, we believe NeueHealth can capture a holistic view of the consumer and empower everyone – the health consumer, provider, and payor – to drive better coordination.

 OUR BUSINESS

 We deploy our capabilities across our NeueHealth business, which is comprised of two segments – NeueCare and NeueSolutions – each focused on leveraging our value-driven, consumer-centric care model to optimize the healthcare experience for health consumers, providers, and payors.

 NeueCare delivers accessible, affordable healthcare to all populations across the ACA Marketplace, Medicare, and Medicaid through owned and affiliated clinics. NeueCare is committed to supporting all patients across the continuum of need with inclusive, proactive, and informed care. Leveraging its patient engagement strategies, NeueCare develops a true relationship with patients early in their healthcare journey to understand their specific needs and deliver the right care at the right time, in a setting the patients trust.

 As of December 31, 2024, NeueCare operated 66 risk-bearing clinics, under the Centrum Health and Premier Medical Associates brand names, delivering payor-agnostic care to approximately 318,000 value-based care consumers across the ACA Marketplace, Medicare, and Medicaid. NeueCare engages in local, personalized care delivery through its integrated care model:

 • Integrated Care Delivery — We align the interests of providers, payors, and consumers to create a better healthcare experience for all. Our integrated system of care includes embedded pharmacy, laboratory, radiology, and population health focused specialty services. We take a consumer-centric approach to care, engaging each individual and offering expansive preventive care services to proactively meet the needs of each consumer, reduce hospitalizations and other unnecessary utilization of the healthcare system. Our clinics leverage NeueHealth's data

 and technology capabilities as well as NeueSolutions' provider enablement tools to ensure comprehensive care for our at-risk patients, including chronic care management, transitions of care and referral management. NeueCare is tightly aligned with our third-party payor partners, increasing access to high-performing, clinically integrated networks and driving differentiated performance by delivering higher quality care at lower cost.

 Our care delivery approach focuses on three primary components:

 1.Simplicity, Convenience and Coordination — We offer a one-stop-shop for consumers providing primary care, behavioral health, rotating specialties, pharmacy, radiology, and laboratory services, many times at a single location. For services not provided we can refer to high quality, in-network providers and ensure continuity of care.

 2.Community Connectivity — Our clinics are designed to foster a sense of local community, bring consumers together to build true relationships and support their non-medical needs.

 3.Proactive Engagement — Leveraging our technology, we keep our local consumers highly engaged in their healthcare. We proactively communicate with our consumers to close care gaps and, when appropriate, arrange for medical transportation to and from appointments, all while making our care teams available 24/7 through call centers and virtual connectivity, maximizing adherence to a consumer's care plan.

 NeueCare Customer Segments

 NeueCare serves customers through its value-driven, consumer-centric care model, including:

 • External Payors — NeueCare owned and affiliated clinics contract with various third-party payors primarily through value-based arrangements.

 • Health Consumers — NeueCare provides high-quality, affordable healthcare to health consumers across the ACA Marketplace, Medicare, and Medicaid.

 NeueSolutions enables providers and medical groups to succeed in performance-based arrangements. NeueSolutions also participates in the Centers for Medicaid and Medicare Innovation's ("CMMI") ACO REACH program, providing high-quality healthcare access to Medicare beneficiaries.

 As of December 31, 2024, NeueSolutions served approximately 42,000 value-based care consumers. NeueSolutions takes a comprehensive approach to provider enablement:

 • Provider Enablement Solutions: Through deep financial alignment, customized population health tools, and strong partnerships with leading health plans and government programs, NeueSolutions enables independent providers and medical groups to enter value-based arrangements designed around their needs, while simultaneously empowering them with the tools and capabilities necessary to maximize their success.

 1.Organizing and Aligning Providers — Building, managing, and delivering high-performing, aligned delivery systems in local markets.

 2.Transforming Practices — Redesigning practice workflows and facilitating culture change with care providers so that they understand and embrace value-based care.

 3.Driving Outcomes — Empowering consumers to access care in the way they desire and providing tools that empower providers to effectively manage risk and deliver outcomes.

 4.Enabling Frictionless Transactions — Reducing administrative complexity for consumers and care providers, while supporting transitions of care across the ecosystem.

 5.Assessing and Improving Performance — Evaluating financial, clinical, and quality performance under risk-based contracts, empowering providers to improve and succeed.

 NeueSolutions Customer Segments

 NeueSolutions serves a diverse set of customers across the healthcare ecosystem, including:

 • NeueCare and Affiliated Providers (e.g., Integrated Delivery Networks ("IDNs"), Independent Physician Associations ("IPAs"), Medical Groups) — NeueSolutions supports these care providers with a suite of services including technology, payor contracting, risk management, and administrative support to accelerate the transition to value-based care.

 • Federal and State Governments — NeueSolutions currently participates in the ACO REACH program, managing traditional Medicare beneficiaries through value-based relationships in partnership with its owned and affiliated providers.

 OUR COMPETITIVE ADVANTAGES

 We Believe We Have a Differentiated Business Model That Integrates the Delivery and Financing of Healthcare. Unlike the traditional relationship between payors and providers, our aligned model brings together the delivery and financing of healthcare to create a seamless, more coordinated care experience for consumers. We are focused on uniquely aligning the interests of health consumers, providers, and payors though our value-driven, consumer-centric care model that lowers total cost of care, optimizes clinical outcomes and creates a better consumer experience, maximizing value for all.

 We Serve a Diverse Customer Base. We are not limited to serving one population or specific set of needs. We are committed to making high-quality healthcare accessible and affordable to all populations across the ACA Marketplace, Medicare, and Medicaid. We adapt our care model to meet patients where they are no matter their circumstance.

 We Believe Our Approach to Patient Engagement Drives Optimal Care. We are committed to supporting our patients with inclusive, proactive, and informed care. Core to this is our differentiated approach to patient engagement as well as the personalized touchpoints we provide throughout the healthcare journey. We build a trusted relationship with our patients early in their healthcare journey so we can understand their specific needs and deliver a personalized, consumer-centric healthcare experience that leads to better health outcomes at a lower cost.

 We Have a Deep Understanding of Local Markets and the Patients We Serve. Our approach to transforming healthcare is local. We have strong experience and a deep commitment to the communities we serve, developing partnerships with providers and payors to address the underlying consumers' holistic needs beyond their current condition, but considering environmental, social, and economic factors as well.

 We Have a Flexible Model with the Ability to Meet the Needs of Any Provider. Our value-driven model is flexible to meet the needs of providers across the spectrum of performance-based arrangements. We adapt and tailor our suite of enablement services to drive differentiated results for our provider partners whether they are new to performance-based payment models or have a history of participating in value-based care. Our adaptable model allows us to form deep relationships with providers to enable the delivery of high-quality, affordable healthcare.

 We Have a Seasoned Management Team Built for Scale. Our executive leadership team has extensive experience leading multibillion dollar organizations. Our team has a proven track record of growing organizations and leading large, publicly traded enterprises. We believe our team's experience in navigating different healthcare regulatory regimes positions us to adapt quickly as needed, scale our business model, and drive continued success in any political or regulatory environment.

 We Have a Multi-Pronged Growth Strategy. We believe our growth will be driven by a mix of different channels across both the payor and provider landscape. We are in fast growing healthcare markets with opportunities for future expansion in each of our business segments. We have opportunities to bring our services to new consumers and grow our relationships with our payor and provider partners.

 GROWTH STRATEGIES

 NeueHealth's alignment model allows us to pursue additional growth through the following avenues:

 • Increase Membership in Existing Markets. We plan to continue to drive membership growth in the core markets we serve through capacity and service expansions, accretive tuck-in clinic acquisitions, membership growth initiatives and new partnerships.

 • Expand Our Care Delivery Footprint. We plan to build on longstanding relationships with existing payor partners as well as prioritize growth with new payors to serve more consumers at our existing clinics, while integrating additional services. Our exportable model also affords us valuable opportunities for de novo growth through the addition of new clinics across both existing and future markets.

 • Enable Providers in the Management of Population Health Risk. We leverage our actuarial expertise and population health management infrastructure to take population health risk under total cost of care arrangements in close collaboration with our provider partners. In addition, we help our provider partners maximize the benefit of value-based arrangements through tools and capabilities that enable high-touch, high-quality care for consumers at a lower total cost.

 • Participate in Emerging Direct-to-Government Programs. We were one of the first participants in these innovative new programs and in 2024, approximately 42,000 of our value-based consumers are attributable to our ACO REACH business.

 COMPETITION

 The market for personalized care delivery and provider enablement is highly competitive. Our industry involves evolving regulatory requirements and changing consumer preferences and demands and requires us to adapt accordingly in order to successfully compete. See "Risk Factors – Risks Related to Our Business – We operate in competitive markets within a highly competitive industry" for additional discussion of our risks related to competition.

 Our principal competitors vary considerably in type and identity by each market. We compete with other provider enablement companies, as well as medical groups in the markets in which we operate clinics. Our competitors include managed service organizations ("MSOs"), IPAs, and other organizational providers of primary care services, such as Agilon Health, Inc. ("Agilon Health"), Privia Health ("Privia"), ChenMed LLC ("ChenMed"), 1Life Healthcare, Inc. ("One Medical"), OptumHealth of UnitedHealth Group Incorporated ("OptumHealth"), and Village Practice Management Company, LLC ("VillageMD"). We also compete with other participants in the Medicare Shared Savings Program and other programs designed to bring value-based care to fee-for-service Medicare beneficiaries.

 To effectively compete, we believe we must offer increased access to high-quality, affordable healthcare that is tailored to meet the needs of all consumers, no matter their circumstance. We are committed to supporting our patients with inclusive, proactive, and informed care, building a trusted relationship with each patient, and providing personalized touchpoints throughout the healthcare journey. In addition, our suite of services and capabilities positions providers to thrive in performance-based arrangements and capture the full benefits of value-based care. We aim to align the interests of stakeholders across the healthcare ecosystem, including providers, health consumers, and payors, in order to create a seamless, more coordinated healthcare experience that maximizes value for all. We believe in our ability to align the financing and delivery of care while maintaining agility to constantly evolve our model to better serve consumers.

 INTELLECTUAL PROPERTY

 Our continued growth and success depend, in part, on our ability to protect our intellectual property and internally developed technology. We primarily protect our intellectual property through a combination of copyrights, trademarks and trade secrets, and contractual rights (including confidentiality, non-disclosure and assignment-of-invention agreements with our employees, independent contractors, consultants and relevant companies with which we conduct business). We have applied for, and in many instances, obtained registration in the U.S. for a number of trademarks. We pursue trademark registrations to the extent management believes doing so would be the most appropriate and effective means of protecting our brands.

 We are not presently a party to any legal proceedings relating to intellectual property that, in the opinion of our management, would individually or taken together have a material adverse effect on our business, financial condition, results of operations or cash flows.

 However, our efforts to protect and maintain our intellectual property rights may not prevent others from competing with us, or from infringing our intellectual property rights. We may be unable to obtain, maintain or enforce our intellectual property rights, and assertions by third parties that we violate their intellectual property rights could have a material adverse effect on our business, financial condition and results of operations. See "Risk Factors – Risks Related to Our Business – Protecting our intellectual property rights may be expensive and demand management's attention, and failure to protect or enforce our intellectual property rights could harm our business and results of operations" and "Risk Factors–

 Risks Related to Our Business — In the future, we may be subject to claims that we violated intellectual property rights which can be costly to defend and could require us to pay significant damages and limit our ability to operate."

 GOVERNMENT REGULATION

 The provision of healthcare services is a heavily regulated industry. Our business is governed by comprehensive federal, state, and local laws and regulations, including those relating to the healthcare industry, state and federal privacy and data security laws, and laws regarding the direct provision of healthcare and related services to consumers. Our business is subject to various standards relating to, among other things, the provision of healthcare services and licensing requirements, pharmacy care services, and durable medical equipment. In some cases, we are required to apply for, comply with, and maintain various licenses and approvals and we are subject to audits of our operational compliance with the respective laws and regulations. The laws and regulations applicable to our business continue to change and evolve over time. Current proposals and directives to change or modify the implementation of such laws and regulations, whether legislative, regulatory, or in the form of executive orders or other executive actions, create areas of uncertainty and, if such proposals are enacted or actions are implemented, may have the potential for material adverse impacts on our business.

 HIPAA and Privacy and Security Laws

 We are subject to federal and state laws and regulations that protect the use and disclosure of patient and other personal, sensitive or regulated data. These include the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act, each as amended, and the regulations that implement these laws (collectively "HIPAA"), which created privacy and security standards that limit the use and disclosure of protected health information ("PHI"). HIPAA governs the use and disclosure of PHI and requires covered entities, which include healthcare providers who transmit health information electronically in connection with certain transactions, and their business associates to implement and maintain administrative, physical and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information. In addition, HIPAA imposed obligations on covered entities and business associates with respect to the use and disclosure of PHI, including requirements for written agreements known as business associate agreements and breach notification requirements.

 Covered entities must notify affected individuals of breaches of unsecured PHI without unreasonable delay but no later than 60 days after discovery of the breach, and such timelines are generally shortened under state law obligations and contractual provisions. Reports must be made to the Department of Health and Human Services Office for Civil Rights and, for breaches of unsecured PHI involving more than 500 residents of a state or jurisdiction, to the media. Various state laws and regulations may also require us to notify affected individuals in the event of a data breach involving personal information. If we experience a breach under HIPAA or state laws, we may be subject to fines, penalties or other regulatory action, and we may face class action or other lawsuits from customers or individuals impacted by the breach. See "Risk Factors - Risks Related to Our Business - Security incidents or breaches, loss of data and other disruptions to our or our third-party service providers' systems, information technology infrastructure, and networks could compromise sensitive or legally protected information related to our business and our reputation" and "Risk Factors - Risks Related to Legal Proceedings and Governmental Regulations - Our use and disclosure of PII and PHI is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base and revenue."

 Violations of HIPAA may result in civil or criminal penalties, enforcement actions, settlement payments, resolution agreements, and other sanctions. Further, state attorneys general may bring civil actions seeking either injunctions or damages in response to violations of HIPAA that threaten the privacy of state residents and may also negotiate settlements for related cases on behalf of their respective residents. There can be no assurance that we will not be the subject of an investigation (arising out of a reportable breach incident, audit or otherwise) alleging noncompliance with HIPAA. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA's requirements, its standards have been used as a basis for the duty of care in state civil suits, such as those for negligence or recklessness in the handling, misuse or breach of PHI. Any such penalties or lawsuits could harm our business, financial condition, results of operations and prospects.

 In addition to HIPAA, numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability, integrity, creation, receipt, transmission, storage, and other processing of PHI and other personally identifiable information ("PII"). Privacy and data security laws and regulations are often uncertain, contradictory and subject to change or differing interpretations. The complex, dynamic legal landscape regarding privacy, data protection and information security creates significant compliance challenges for us, potentially restricts our ability to

 collect, use and disclose data, and exposes us to additional expense, and, if we cannot comply with applicable laws in a timely manner or at all, adverse publicity, harm to our reputation, and liability.

 States have adopted additional requirements, including California, where the California Consumer Privacy Act of 2018 took effect on January 1, 2020, and was subsequently amended by the California Privacy Rights Act of 2020, and all implementing regulations thereto (collectively, "CCPA"). Among other requirements, the CCPA requires covered businesses to provide certain notices and disclosures to California residents, and also gives California residents rights to opt-out of selling their personal information, and to exercise rights such as obtaining access to and requesting deletion of their personal information. Many other states have passed their own comprehensive consumer privacy laws that have taken effect, and still other states are considering passing comparable or more restrictive legislation, with comparable or greater penalties for non-compliance, and such requirements could negatively impact our business. Recently, several states have enacted broadly applicable laws to protect the privacy of personal health information. These laws generally require consent for the collection, use or sharing of any "consumer health data", which is defined as personal information that is linked or reasonably linkable to a consumer and that identifies a consumer's past, present, or future physical or mental health. Additionally, companies that we interact with, such as payors, have increasingly stringent expectations relating to privacy and security protections for PHI and other PII. We have incurred, and may incur in the future, significant costs to develop new processes and procedures to comply with evolving privacy and security laws, regulations and expectations of third parties. Violations of privacy and security laws and regulations, or of contractual obligations relating to privacy and data security, may result in significant liability and expense, damage to our reputation, or termination of our relationships with payors, our consumers, and other important partners.

 In addition, we have entered, and will continue to enter, into contracts with third-party service providers and others under which they will engage in the collection, maintenance, protection, use, transmission, disclosure and disposal of the sensitive personal information of our consumers and for which we will remain primarily responsible. We must ensure that each of these parties is strictly following all applicable rules and regulations and implement audit procedures that will ensure full compliance therewith.

 Federal consumer protection laws may also apply in some instances to our privacy and security practices related to PII. The Federal Trade Commission ("FTC") and many state attorneys general are interpreting existing federal and state consumer protection laws to impose evolving standards for the collection, storage, processing, use, retention, disclosure, transfer, disposal and security of information about individuals, including health-related information, and to regulate the presentation of website content. We could be subject to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences. For information that is not subject to HIPAA and deemed to be "personal health records", the FTC may also impose penalties for violations of the Health Breach Notification Rule ("HBNR") to the extent we are considered a "personal health record-related entity" or "third party service provider." The FTC has taken several enforcement actions under HBNR and indicated that the FTC will continue to protect consumer privacy through greater use of the agency's enforcement authorities. As a result, we expect scrutiny by federal and state regulators and others of our collection, use and disclosure of health information.

 Our and our vendors' use of artificial intelligence ("AI") and machine learning ("ML") technologies may subject us to growing regulatory obligations, including related to privacy. There is increasing U.S. regulation of AI and other similar uses of technology and in the last year, the presidential administration, members of Congress, the FTC, and other federal regulators as well as U.S. state legislators have expressed interest in regulating AI through executive orders, new legislation, and current enforcement authorities, with attention towards reducing claims denial rates. Further, several states and localities have enacted measures related to the use of AI and ML in products and services. We may have to change our business practices to comply with such obligations. For example, our use of generative AI technologies could result in additional compliance costs, regulatory investigations and actions, and consumer lawsuits. If we are unable to use generative AI, it could make our business less efficient and result in competitive disadvantages. Depending on how these AI laws and regulations are interpreted, we may have to make changes to our business practices to comply with such obligations. These obligations may make it harder for us to conduct our business using AI/ML, lead to regulatory fines or penalties, require us to retrain our AI/ML, or prevent or limit our use of AI/ML.

 Corporate Practice of Medicine and Fee-Splitting Laws

 Some states have corporate practice of medicine laws that prohibit specific types of entities from practicing medicine, preventing unlicensed persons from interfering with or influencing a physician's professional judgment or employing physicians to practice medicine. Although we have structured our operations to comply with our understanding of applicable state statutory and regulatory requirements, interpretative legal precedent and regulatory guidance varies by jurisdiction and is often sparse and not fully developed. The consequences associated with violating corporate practice of medicine laws vary by state and may result in physicians being subject to disciplinary action, as well as to forfeitures of

 revenue from government payors for services rendered. For lay entities, violations may also bring both civil and, in more extreme cases, criminal liability for engaging in the practice of medicine without a license. Some of the relevant laws, regulations, and agency interpretations in states with corporate practice of medicine restrictions have been subject to limited judicial and regulatory interpretation. In limited cases, courts have required companies to divest or reorganize structures deemed to violate corporate practice restrictions. In the event that regulatory authorities or other third parties were to challenge these arrangements, we could be subject to adverse judicial or administrative interpretations, to civil or criminal penalties, our contracts could be found legally invalid and unenforceable or we could be required to restructure our arrangements with our care providers. A determination that we are in violation of applicable laws and regulations in any jurisdiction in which we operate could have a material adverse effect on our business, particularly if we are unable to restructure our operations and arrangements to comply with the requirements of that jurisdiction, if we are required to restructure our operations and arrangements at a significant cost, or if we are subject to penalties or other adverse action. Additionally, certain states prohibit certain entities from engaging in fee-splitting practices that involve sharing in the fees or revenue with a professional practice. These prohibitions can be either statutory or regulatory, or may be imposed through judicial interpretation, and are subject to change.

 Licensing and Telehealth Laws

 Our care providers must be licensed to practice medicine in the state in which they are located and must comply with licensing laws and regulations and requirements regarding notification of licensing agencies regarding certain material events. These licensing requirements vary from state to state. In addition to state requirements, we and/or our care providers are in some cases subject to federal licensing and certification requirements, such as certification or waiver under the Clinical Laboratory Improvement Amendments of 1988 for performing limited laboratory testing and Drug Enforcement Administration registration requirements for writing prescriptions for controlled substances. Certain of the states where we currently operate or may choose to operate in the future regulate the operations and financial condition of risk-bearing providers. These regulations can include capital requirements, licensing or certification, governance controls and other similar matters. In addition, our care providers must remain in good standing with the applicable boards of medicine, board of nursing or other applicable regulatory authority, as activities that qualify as professional misconduct under state laws may subject our care providers to sanctions or result in the loss of their licensure. Furthermore, they cannot be excluded, suspended or debarred from participation in certain government programs at either the state or federal levels, such as Medicare and Medicaid.

 Failure to comply with federal, state and local licensing and certification laws, regulations and standards could result in a variety of consequences, including the cessation of our services, loss of our contracts, prior payments by government payors being subject to recoupment, requirements to make significant changes to our operations, or civil or criminal penalties. We routinely take the steps we believe are necessary to retain or obtain all requisite licensure and operating authorities. While we endeavor to comply with federal, state, and local licensing and certification laws and regulations and standards as we interpret them, the laws and regulations in this area are complex, changing, and often subject to varying interpretations. Any failure to satisfy applicable laws and regulations could have a material adverse impact on our business, results of operations, financial conditions, cash flows and reputation.

 Additionally, states generally require providers of professional healthcare services via telehealth to a patient to be licensed in that state where the patient is physically located at the time services are rendered. States have established a variety of licensing and other regulatory requirements around the provision of telehealth services. We have established systems for ensuring that our providers are appropriately licensed under applicable state laws and that their provision of telehealth occurs in each instance in compliance with applicable laws and regulations governing telehealth. Failure to comply with these laws and regulations could result in licensure actions against the providers as well as civil, criminal or administrative penalties against the providers and/or those engaging the services of the provider.

 The Anti-Kickback Statute, Federal False Claims Laws and Stark Law

 Our services are subject to federal and state anti-kickback laws, false claims acts ("FCA"), and other laws related to reimbursement by government programs. A federal law commonly referred to as the "Anti-Kickback Statute" prohibits the offer, payment, solicitation, or receipt of any form of remuneration to induce, or in return for, the referral of Medicare or other governmental health program patients or patient care opportunities or in return for the purchase, lease, or order of items or services, or arranging for or recommending the purchase, lease or order of any good, facility, item or service that are covered by Medicare or other federal governmental health programs. The federal Anti-Kickback Statute has been interpreted to apply to, among others, financial arrangements between entities that have the ability to refer and generate business that is subject to healthcare reimbursement. Sanctions for violating federal and state anti-kickback laws may include criminal and civil fines and exclusion from federal and state healthcare programs. While there are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and

 safe harbors are drawn narrowly and practices that involve remuneration may be subject to scrutiny if they do not qualify for an exception or safe harbor. Our practices may not always meet all of the criteria for protection under a statutory exception or regulatory safe harbor. A person or entity does not need to have specific intent or knowledge to violate in order to have committed a violation, and a claim including an item or a service resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA described below.

 The federal false claims laws, including the civil FCA, among other things, impose criminal and civil penalties against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment or approval that are false or fraudulent, for knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or for knowingly making or causing to be made a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. There has been increased government scrutiny on health insurers' diagnosis coding and risk adjustment practices, particularly for Medicare plans. We are and may be subject to audits, reviews and investigation of our practices and arrangements and the federal government might conclude that they violate the FCA, the Anti-Kickback Statute and/or other federal and state laws governing fraud and abuse. Further, the FCA can be enforced by private citizens through civil qui tam actions. A claim includes "any request or demand" for money or property presented to the U.S. government.

 In addition, Section 1877 of the Social Security Act (the "Stark Law") prohibits physicians, subject to certain exceptions described below, from referring Medicare or Medicaid patients to an entity providing "designated health services" in which the physician, or an immediate family member, has an ownership or investment interest or with which the physician, or an immediate family member, has entered into a compensation arrangement. We provide certain services that qualify as "designated health services." Persons or entities found to be in violation of the Stark Law are subject to denial of payment for services furnished pursuant to an improper referral, civil monetary penalties, and exclusion from the Medicare programs.

 Many states have enacted similar laws to combat the issues covered by the Anti-Kickback Statute, federal false claims laws and the Stark Law, which may provide for criminal penalties, fines, and damages and can apply more broadly than just those services paid for by Medicare or Medicaid. In addition, most states have statutes, regulations and professional codes that can restrict our Care Partners from accepting various kinds of remuneration in exchange for making referrals. These laws vary widely from state to state.

 We believe that our operations comply with the Anti-Kickback Statute, the FCA, the Stark Law, and similar federal or state laws addressing fraud and abuse. These laws are subject to modification and changes in interpretation and are enforced by authorities vested with broad discretion. We continually monitor developments in these regulatory areas, and we must operate our business within the requirements of these laws. If these laws change or are interpreted in a manner contrary to our current interpretation or are reinterpreted, or if new legislation is enacted with respect to healthcare fraud and abuse, illegal remuneration, or similar issues, we may be required to modify our operations or policies to maintain compliance with such laws. There can be no assurances that any such modification will be possible or, if possible, would not have a material adverse effect on our results of operations, financial position, or cash flows. Violations of any of these laws may result in potentially significant penalties, including criminal and civil and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government healthcare programs, contractual damages, reputational harm, administrative burdens, diminished profits and future earnings, and the curtailment or restructuring of our operations.

 Civil Monetary Penalties Statute

 The federal Civil Monetary Penalties Statute authorizes the imposition of civil monetary penalties, assessments and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to:

 • offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider;
 • arranging contracts with or making payments to an entity or individual excluded from participation in the federal healthcare programs or included on CMS's preclusion list; and
 • failing to report and return an overpayment owed to the federal government.

 We could be exposed to a wide range of allegations to which the federal Civil Monetary Penalty Statute would apply. Due to this area of risk and the possibility of other allegations being brought against us, it is possible that we could face allegations subject to the Civil Monetary Penalty Statute with the potential for a material adverse impact on our business, results of operations and financial condition.

 State Regulation of Insurance Companies

 Although we exited the commercial health insurance business at the end of 2022, we are still completing the run-out and wind down of this business and are required to continue to comply with certain state insurance regulations. We must maintain the specified levels of statutory capital and surplus at certain of our insurance subsidiaries throughout an extended run out period.

 The nature and extent of state regulation varies by jurisdiction, and state insurance regulators generally have broad administrative authority with respect to all aspects of the insurance business. Most states have adopted rules governing corporate governance, financial reporting, and internal control activities of insurance companies.

 In addition, during the run-out period, we continue to be regulated as an insurance holding company and are subject to the insurance holding company laws of the states in which our remaining health insurance subsidiaries are domiciled. These laws and other laws that govern operations of insurance companies contain certain reporting requirements, as well as restrictions on transactions between an insurer and its affiliates, and may restrict the ability of our health insurance subsidiaries to pay dividends to our holding company.

 The states of domicile of our remaining health insurance subsidiaries have statutory risk-based capital requirements for insurance companies based on the Risk-Based Capital For Health Organizations Model Act. These risk-based capital requirements are intended to assess the capital adequacy of life and health insurers, taking into account the risk characteristics of a company's investments and products. In general, under these laws, an insurance company must submit a report of its risk-based capital level to the insurance regulator of its state of domicile each calendar year. These laws typically require increasing degrees of regulatory oversight and intervention if a company's risk-based capital declines below certain thresholds. As of December 31, 2024, the risk-based capital levels of certain of our insurance subsidiaries failed to meet or exceed applicable mandatory risk-based capital requirements, and as a result such subsidiaries are or may be subject to supervision orders under state insurance laws. Such supervision orders require additional reporting as well as approval of certain transactions by our regulators.

 Additionally, as a company that directly or indirectly continues to control insurers, we have an obligation to maintain a formal enterprise risk management function and file enterprise risk reports on an annual basis. The enterprise risk management function and reports must address any activity, circumstance, event, or series of events involving the insurer that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer, including anything that would cause the insurer's risk-based capital to fall below certain threshold levels or that would cause further transaction of business to be hazardous to policyholders or creditors, or the public.

 Healthcare Reform

 The federal and various state governments have made major changes in the healthcare system in recent years, including the ACA. The ACA significantly reformed healthcare in the United States, including how healthcare services are covered, delivered, and reimbursed. Since then, there have been political and legal efforts to expand, repeal, replace, and modify the ACA. Federal regulatory agencies continue to modify regulations and guidance related to the ACA and markets more broadly, often as a result of presidential directives. We cannot predict how government payors or healthcare consumers might react to federal or state legislation and regulation, whether already enacted or enacted in the future. While we anticipate continued changes with respect to the ACA, either through Congress, court challenges, executive actions, or administrative action, we expect the major portions of the ACA to remain in place, although any changes to the ACA or other government healthcare programs, including changes to funding for, the administration of, and payments made under such healthcare programs may significantly impact the business operations of our payor partners and, as a result, our business operations and results of operations, including pricing, and the geographies in which our products are available.

 Other health reform initiatives, requirements and proposals may impact prices, our competitive position, and our relationships with patients, payors, and ancillary providers (such as anesthesiologists, radiologists, and pathologists). For example, the No Surprises Act imposes new limitations and prohibitions on surprise billing and requires providers to send an insured patient's health plan a good faith estimate of expected charges, including billing and diagnostic codes, prior to when the patient is scheduled to receive the item or service.

 While there may be significant changes to the healthcare environment in the future, the specific changes and their timing are not yet apparent. Any failure to successfully implement strategic initiatives that respond to future legislative, regulatory, and executive changes could have a material adverse effect on our business, results of operations and financial condition.

 INDEMNIFICATION AND INSURANCE

 Our business exposes us to potential liability including, but not limited to, potential liability for (i) breach of contract or negligence claims by our consumers, (ii) medical malpractice and professional negligence, (iii) non-compliance with applicable laws and regulations, including SEC rules and regulations, and (iv) employment-related claims.

 To manage our potential liability, we currently maintain property, general liability, umbrella, cyber and privacy liability and other coverage in amounts and on terms deemed adequate by management, based on our actual claims experience and expectations for future claims. We procure additional medical liability insurance to manage any potential liability of the affiliated medical groups we work with through our Consumer Care business. See "Risk Factors – Risks Related to Our Business – Medical liability claims made against us in the future could cause us to incur significant expenses and pay significant damages if not covered by insurance." Our care providers are otherwise required to maintain their own malpractice insurance. Although we consider our insurance coverage to be adequate, the coverage may not be sufficient for all claims made and such claims may be contested by applicable insurance payors.

 HUMAN CAPITAL

 We are led by a diverse and talented team of seasoned executives who have extensive experience leading multibillion dollar organizations. We employ a deep bench of healthcare professionals, sales and operations specialists, software engineers and developers, and other subject matter experts. As of December 31, 2024, we employed 986 individuals. We believe that our employees are fundamental to the success of our company, and we have built a high-performance environment based on mutual trust, confidence, humility, and inclusion, which provides significant opportunities for our people to grow and be recognized. We work hard to ensure our employees are engaged, and none of our employees are represented by a labor union or party to a collective bargaining agreement.

 ADDITIONAL INFORMATION

 Our executive offices are located at 9250 NW 36th St, Suite 420, Doral, Florida 33178, and our telephone number is (612) 238-1321.

 You can access our website at www.neuehealth.com to learn more about our company. From the site you can download and print copies of our annual reports to stockholders, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, along with amendments to those reports. Our reports filed with the SEC also may be found on the SEC's website at www.sec.gov. You can also download from our website our certificate of incorporation and bylaws; Board of Directors Committee Charters; Code of Conduct; and Corporate Governance Guidelines. We make periodic reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the SEC. We will also provide a copy of any of our corporate governance policies published on our website free of charge, upon request. The Company may use its website as a distribution channel of material company information. To request a copy of any of the documents listed above, please submit your request to: NeueHealth, Inc., 8000 Norman Center Drive, Suite 900, Minneapolis, Minnesota 55437, Attn: Corporate Secretary. Information on or linked to our website is neither part of nor incorporated by reference into this Annual Report or any other SEC filings.

 ITEM 1A. RISK FACTORS

 Investing in our securities involves a high degree of risk. You should carefully consider the following risk factors together with other information in this Annual Report, including our consolidated financial statements and related notes included elsewhere in this Annual Report, before deciding whether to invest in shares of our common stock. The occurrence of any of the events described below could harm our business, financial condition, results of operations and growth prospects. In such an event, the trading price of our common stock may decline and you may lose all or part of your investment.

 Risks Related to Our Business

 Although we raised capital in 2024, based on our projected cash flows, we may require additional capital, which might not be available on acceptable terms, if at all. If capital is not available to us, our business and financial condition may be impaired, and we may not be able to continue as a going concern.

 We have invested heavily in our business. We expect to make additional investments to support our business growth and may require additional capital to respond to business needs, requirements and opportunities, including to develop and enhance new and existing services, enter new markets, further develop our infrastructure, and comply with any statutory capital and risk-based capital requirements. In addition, we may make strategic acquisitions as the opportunities arise, some of which may be material to our operations. Accordingly, although we raised capital in 2024, we may make future commitments of capital resources and may need to engage in additional equity or debt financings to secure additional funds. Whether we issue debt or equity securities will, in part, depend on contractual, legal and other restrictions that may limit our ability to raise additional capital. For example, our credit agreements contain, and any agreements governing our future indebtedness may contain, restrictive covenants relating to our financial and operational matters, including covenants that limit the amount of debt we may incur (See the Indebtedness section of the Results of Operations within Item 7 of this Annual Report). In addition, we may not be able to obtain additional or sufficient financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited or impaired.

 The Company has a history of operating losses, and we generated a net loss of $99.7 million for the year ended December 31, 2024. Although our net cash flows for the year ending December 31, 2024 were significantly smaller than the net cash flows in the prior period, our operating cash flows were still negative $125 million. In 2023, certain of the Company's insurance subsidiaries entered into repayment agreements for an aggregate amount of $380 million with the Centers for Medicare & Medicaid Services' ("CMS") with respect to the unpaid amount of the Company's risk adjustment obligations, which amount bears interest at 11.5% per annum. As discussed further in Note 19, the amount outstanding under these agreements as of December 31, 2024 was $276.8 million. 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 remaining amount owed under the modified repayment agreements is due September 15, 2026 and bears interest at a rate of 11.5% per annum. The Company's IFP discontinued operations also continue to experience negative cash flows through the fourth quarter of 2024 as it continues to pay out the remaining inventory of medical claims.

 We closed on the sale of our California Medicare Advantage business effective as of January 1, 2024, resulting in net proceeds of $31.6 million, with contingent consideration of $110.0 million and an estimated net equity adjustment of $57.3 million. Of the $110.0 million, $100.0 million was subject to the Consolidation and Adjustment Escrow review that has been completed and $61.1 million was released from escrow to the Company. Receipt of the remaining indemnity-related $10.0 million continues to be subject to contingencies; we expect to resolve the amounts payable to us during 2025 but cannot provide assurances regarding the final amount. On June 21, 2024, the Company entered into the Hercules Credit Agreement and, as of December 31, 2024, we had $30.0 million borrowed under the Hercules Credit Agreement, with $120.0 million of unused conditional borrowing commitments. These commitments are subject to the Company satisfying certain conditions, not all of which have been satisfied, some of which are outside of management's control, and which may not be satisfied. Further, there are no additional amounts available for borrowing under the 2023 Credit Agreement. The amounts borrowed to date under the 2023 Credit Agreement are due and payable in August 2028. See further information in Note 5, Borrowings and Common Stock Warrants.

 Cash and investment balances held at our regulated insurance entities are subject to regulatory restrictions and can only be accessed through dividends declared to the non-regulated parent company or through reimbursements from administrative services agreements with the parent company. Although our regulated insurance entities declared $39.2 million of dividends during the year ended December 31, 2024, there can be no assurance we will be permitted to declare any dividends from these entities in 2025. The regulated legal entities are required to hold certain minimum levels of risk-based

 capital and surplus to meet regulatory requirements, and dividends require approval from state regulators. As noted further in Note 19, Discontinued Operations, we are out of compliance with the minimum levels for certain of our regulated insurance legal entities. In certain of our other regulated insurance legal entities, we hold surplus levels of risk-based capital, and as we complete the wind-down exercise related to these entities over the next two years, we expect to recapture through dividends and final liquidation the balance of the cash held in other regulated insurance legal entities.

 We believe that the existing cash on hand and investments will not be sufficient to satisfy our anticipated cash requirements for the next twelve months following the date the consolidated financial statements contained in this Annual Report are issued, for items such as IFP risk adjustment payables, medical costs payable, remaining obligation to the deconsolidated entity, and other liabilities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In response to these conditions, the Company entered into the NEA Merger Agreement, and continues to implement plans to drive positive operating cash flow and access additional capital under our existing agreements. However, the Company may not fully collect the contingent consideration associated with the sale of the California Medicare Advantage business, may not be able to access other tranches of the new loan and security agreement with Hercules, and may not be able to recapture through dividends additional cash from its regulated insurance entities, as these matters are all subject to conditions that are not fully within the Company's control. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern.

 Management action plans in place may not fully alleviate doubt about our ability to continue as a going concern.

 We have a history of operating losses. These losses, as well as the significant amount of cash we were required to set aside to maintain minimum regulatory amounts in our regulated insurance entities, have reduced the cash available to fund operations. These factors raise significant doubt about our ability to meet future obligations and continue as a going concern. See "Although we raised capital in 2024, based on our projected cash flows and absent any other action, we may require additional capital, which might not be available on acceptable terms, if at all. If capital is not available to us, our business and financial condition may be impaired, and we may not be able to continue as a going concern."

 In response, we implemented our revised business model, implemented a restructuring plan to reduce our capital needs and operating expenses, and entered into the NEA Merger Agreement. In the previous year we exited excess office space and restructured or terminated contracts. In the current year we are continuing these initiatives, and are concurrently evaluating opportunities to further reduce operating costs. However, there can be no assurance that these initiatives will be sufficient for the Company to continue as a going concern, or that the conditions required to consummate the NEA Merger will be satisfied. As such, we may not be able to fully alleviate doubt about our ability to continue as a going concern, due to these or other conditions, now or in the future.

 If our business model is not adopted or is slow to be adopted by the healthcare industry, our growth could be impacted, and our business and results of operations could be adversely affected.

 The growth of our business will depend on our ability to attract new consumers, third-party payors, and other partners. If we are unable to attract and successfully develop relationships with these participants, we may not be successful in building and growing our business. Also, if we are unable to provide adequate tools and capabilities to support value-based care, to directly manage risk, and to deliver care under value-based arrangements, we may not be able to enter and rapidly scale our NeueCare business across and within markets, or to deliver superior outcomes for consumers. If we are unable to convince new patients of the benefits of our offerings or if potential or existing patients prefer the care provider model of one of our competitors, we may not be able to effectively implement our growth strategy, which depends on our ability to grow organically and attract new patients. In addition, our growth strategy is dependent on patients selecting our business as their primary care provider. Our inability to recruit new patients and retain existing patients would harm our ability to execute our growth strategy and may have a material adverse effect on our business operations and financial position.

 We may not be able to contract with third-party payors and other partners on favorable terms, or at all, or to arrange for the provision of the quality care necessary to attract consumers.

 Our strategy requires that we successfully contract with third-party payors and other partners, to manage medical costs and utilization, and to better monitor and ensure the quality of care being delivered.

 Our ability to retain existing payors, consumers, and other partners, and diversify and expand our portfolio of services depends on a number of factors, some of which are beyond our direct control. Some of these factors include:

 • the ease of third party-payors, consumers and other partners' adoption of, and enrollment into, our services;

 • our ability to seamlessly onboard our third-party payors, consumers and other partners and create a positive overall experience with our services;
 • our consumers' ability to easily use our technology;
 • our ability to safeguard our consumers' data;
 • our ability to anticipate and respond to regulatory changes and shifting consumer preferences for healthcare products and services in a timely manner;
 • our ability to retain licenses required to conduct our existing business and obtain licensing in new geographies into which we intend to expand; and
 • our ability to effectively compete against our competitors, who may provide higher quality levels of care, or may be priced more competitively than our offerings.

 Our business also involves contracts with physicians and other healthcare providers to create high-performing networks on behalf of their risk-bearing organizations ("RBOs"), and on behalf of its third-party payor or IPA clients. If we are unable to contract with physicians and other healthcare providers at all due to regulatory or other restrictions, or at affordable rates and/or in a manner that leads to high-performing networks, it may yield poor financial and quality results for its own RBOs and may result in dissatisfaction amongst our third-party payor clients.

 Further, RBOs rely on a limited number of physician and other provider groups to assume a certain amount of risk, and we depend on the creditworthiness of these groups. These groups are subject to a number of risks including reductions in payment rates from governmental programs, higher than expected health care costs, fewer than expected patients, and lack of predictability of financial results when entering new lines of business, particularly with high-risk populations. If the financial condition of our partners declines, our credit risk could increase. In 2023, Babylon, one of our ACO REACH partners, declared bankruptcy, resulting in the Company recording $22.4 million in bad debt. Should any more of our partners declare bankruptcy, be declared insolvent or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenues, the collectability of our accounts receivable, our bad debt reserves and our net income.

 In addition, although we have long-term contracts with many such provider groups, these contracts may be terminated before their term expires for various reasons, such as loss of required licenses, bankruptcy, or exclusion, suspension or debarment. If any of our contracts with these groups is terminated, we may not be able to recover all fees due under the terminated contract, which may adversely affect our operating results.

 Failure to appropriately set our rates or effectively manage our costs could negatively affect our profitability, results of operations and cash flows.

 Our managed and affiliated medical groups and MSOs negotiate agreements with third-party payors for which some of our entities serve as RBOs. Our RBOs manage the medical costs and quality metrics on behalf of such payors and are at financial risk for the performance of those payors' medical costs for consumers attributed to our RBOs. Our ability to manage the financial risk depends on our ability to achieve quality targets and to accurately estimate and manage medical costs, and these estimates contain inherent uncertainties and assumptions, which depend on various factors outside of our control, as described above. Additionally, third-party payors may modify their product mix, benefit designs, or member mix in ways that could limit the ability of our RBOs to effectively manage the financial performance under our risk arrangements. Our failure to effectively drive quality outcomes, optimize financial performance, or manage medical cost spend could negatively impact the profitability and marketability of our business.

 We have incurred net losses each year since our inception, and we may not be able to achieve or maintain profitability in the future.

 We have incurred net losses on an annual basis since our inception. We must generate and sustain higher revenue levels in future periods to become profitable, and, even if we do, we may not be able to maintain or increase our profitability. If we continue to invest to grow our consumer base, diversify our service offerings, and invest in additional assets related to the delivery of healthcare, we expect our operating costs will increase and therefore expect to incur net losses in the near to medium term. We may not achieve the benefits anticipated from these investments, which could be more costly than we currently anticipate, or the realization of these benefits could be delayed. These investments may not result in increased revenue or growth in our business and, accordingly, we may not be able to generate sufficient revenue to offset these cost increases and achieve and sustain profitability. Historical growth should also not be considered indicative of our future performance. If we fail to achieve and sustain growth and profitability, the market price of our common stock could decline.

 Our limited operating history makes it difficult to evaluate our business and assess our future prospects.

 We have encountered and will continue to encounter significant risks and uncertainties frequently experienced by new and growing companies in heavily regulated industries, such as difficulties determining appropriate investments given limited resources, effectively managing growth and efficiently navigating and complying with evolving regulations. Although our current business model resulted in a reduction of the scale of our business, we still operate multiple businesses in different markets, as well as managing run-out of our insurance plans. Our growth, strategy and ability to achieve and sustain profitability could be negatively impacted if we are unable to effectively manage this complexity. Any inability to manage our business effectively could result in slowing demand for our services, increased competition, a failure to capitalize on growth opportunities or the need to dispose of underperforming business units.

 We operate in competitive markets within a highly competitive industry.

 The care delivery markets are highly competitive. Competitors across the markets in which we compete are subject to dynamic regulatory requirements and industry expectations, emerging new product and service offerings, and constantly evolving consumer preferences and demands. Our principal competitors for consumers and payor contracts vary considerably in type and identity by market.

 Our business currently operates medical groups and competes with other medical groups in the same localities. We also compete with MSOs, IPAs and other organizational entities aggregating and enabling providers to deliver primary care services under value-based care arrangements. These competitors include companies such as Agilon Health, ChenMed, One Medical, OptumHealth, and VillageMD. In addition, our business participates in ACO REACH and other government programs designed to bring value-based care to fee-for-service Medicare beneficiaries, and our business competes with other participants in such programs.

 Many of our competitors have longer operating histories; greater brand recognition; stronger, more developed, and more extensive networks of physicians and other care providers; significantly greater financial, technical, marketing, and other resources; lower labor and development costs due to economies of scale; greater access to healthcare data; and larger membership bases, than we do. These competitors may engage in more extensive research and development efforts; undertake broader, more expensive, and more powerful marketing campaigns; and adopt more aggressive pricing or payment policies, each of which may enable them to build membership faster than us and to establish a larger patient base more quickly than us. Our competitors may also provide more differentiated products or services to their clients. Furthermore, the healthcare industry in the United States has experienced a substantial amount of consolidation. If our competitors were to be acquired by third parties with greater resources, such as, for example, Oak Street Health's acquisition by CVS Health, these competitive risks could intensify, and we may face significant challenges in markets that have experienced significant competitor consolidation.

 In addition, other companies may enter our markets in the future, or other markets, services or products we choose to enter or be in at the time. We do not believe the barriers to enter our markets are substantial, and new competitors with comparable, better, or differentiated healthcare products or services may emerge, or competitors may develop new approaches to value-based care, which could put us at a competitive disadvantage.

 One of the key factors on which we compete for our consumers, especially in uncertain economic environments, is overall cost. If we are unable to compete effectively with our current and potential competitors for market share, we may also see a reduction in the demand for our services. Any of the foregoing could materially and adversely affect our business, results of operations and financial condition.

 The failure to enter into value-based care agreements with health plans or the renegotiation, non-renewal or termination of such agreements could materially negatively impact our business, results of operations, financial condition and cash flows.

 The success of our business is dependent on our ability to enter into value-based care agreements with third-party payors. Even if we are successful at entering into these agreements, such agreements may be subject to renegotiation, and the renegotiated terms may not be as favorable to us. Additionally, under certain of our existing value-based care agreements with third-party payors, the health plan is permitted to modify their benefit designs, their pricing parameters, and the specific terms and conditions governing the value-based arrangement from time to time during the terms of the agreements. If a health plan makes such changes during the term of our agreement, or if we enter into contracts with unfavorable

 economic terms, we could suffer losses with respect to such contract. In particular, if we enter into capitation or other value-based care contracts with unfavorable terms, or such contracts are amended to include unfavorable terms, we could experience significant losses. Depending on the health plan at issue and the amount of revenue associated with the agreement with the health plan, if the contract permits a renegotiation of the terms triggered by health plan changes, the renegotiated terms or termination could materially negatively impact our business, results of operations, financial condition and cash flows.

 If we fail to offer high-quality customer support in our business, our reputation and our ability to maintain or expand membership or attract care partners and third-party payors could suffer, which could adversely affect our results of operations.

 Providing high-quality operational support and service to our consumers, care partners and third-party payors is an important part of our business. Our ability to attract and retain consumers is largely dependent upon our ability to offer an easy-to-navigate membership enrollment process as well as upon our ability to provide cost effective, quality customer service, including effective call center operations and claims processing support, that meets or exceeds our consumers' expectations. Certain user support operations are supported by third-party vendors. If we or our vendors fail to provide services that meet our customers' expectations, we may have difficulty retaining or growing our membership as well as care partner and third-party payor relationships, which could adversely affect our business, financial condition and results of operations.

 We expect that the importance of offering high-quality support to our consumers will increase if we grow or expand our business, add new services or products, and pursue new consumers, care partners, and third-party payors. This has put, and will continue to put, pressure on our ability to maintain high-quality customer support, or a market perception that we do not maintain high-quality user support, could harm our reputation and negatively impact our ability to grow membership, build care partner relationships, and attract third-party payors, which could adversely affect our business, results of operations, and financial condition. Additionally, as our number of consumers, care partners and third-party payors grows, we will need to hire additional support personnel to provide efficient platform support at scale. If we are unable to provide such support, our business, results of operations, financial condition and reputation could be harmed.

 Our consumers are concentrated in certain geographic areas and amongst certain populations, exposing us to unfavorable changes in local benefit costs, reimbursement rates, competition and economic conditions in those areas or affecting those populations.

 The lives served by NeueHealth are concentrated in Florida and Texas. Unfavorable changes in the regulatory environment for healthcare, unforeseen changes affecting the cost of living, other benefit costs, inflation (including wage inflation), reimbursement rates or increased competition in these states or any other geographic area where our membership becomes concentrated in the future could therefore have a disproportionately adverse effect on our operating results.

 We implemented a corporate restructuring in connection with our revised business model that could disrupt our business, may not result in anticipated savings, and could result in total costs and expenses that are greater than expected.

 We exited the commercial health care business and Medicare Advantage business outside of California at the end of 2022, and we ceased conducting our Medicare Advantage business in California on January 1, 2024. As a result of these strategic changes, we significantly restructured our workforce and reduced expenses based on our updated business model.

 This restructuring has resulted in the loss of institutional knowledge and expertise, as well as the reallocation and combination of certain roles and responsibilities across the Company, all of which could adversely affect our operations. These effects could have a material adverse effect on our ability to execute on our updated business model and may be disruptive to our operations. Headcount reductions could cause difficulties in implementing our business strategy and future growth would impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate additional employees. Due to our limited resources, we may not be able to effectively manage our operations or recruit and retain qualified personnel, which may result in weaknesses in our infrastructure and operations, risks that we may not be able to comply with legal and regulatory requirements, and loss of employees and reduced productivity among remaining employees. Our future financial performance will depend, in part, on our ability to effectively manage any future growth or restructuring, as applicable. In addition, we may not realize, in full or in part, the anticipated benefits, savings and improvements in our cost structure from this restructuring due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected operational efficiencies and cost savings, our operating results and financial condition would be adversely affected. Furthermore, we may incur unanticipated charges or make cash

 payments as a result of this restructuring initiative that were not previously contemplated which could result in an adverse effect on our business or results of operations.

 If we decide to enter new markets, they may not be as economical to serve as our existing markets.

 Due to a variety of factors, such as novel local market dynamics and increased administrative costs relating to compliance with state laws and regulations, we may have difficulty providing the same level and types of healthcare in any new markets as we and our partners currently provide in our established markets for the same cost. If we are unable to adequately price our new services in these markets, if the medical expenses of new consumers are higher than we anticipate, if the market is saturated with significant competition or if the rates of adoption for our business model or the demand for our service offerings in such new geographies are lower than we anticipate, we may not be able to serve those regions while realizing economic results as favorable as those results realized in the markets we currently serve. If we are unable to profitably grow and diversify our membership geographically, our results of operations may be materially and adversely affected.

 If we grow rapidly, we may not be able to manage our growth effectively.

 Rapid growth would place significant demands on our management team and our operational and financial resources. Sustaining growth will require additional resources to improve our operational, management, and financial controls, which can take time and may require new capabilities in mission-critical areas, to support growth. We have experienced, and may continue to experience, significant personnel changes. Further, as a result of headcount reductions, we have fewer resources available to manage the multiple aspects of any growth or expansion of our business.

 Furthermore, in order to effectively operate our business, we rely heavily on third-party vendors. Any growth could outpace the capacity of our third-party service providers to effectively support our business needs. In the event that our existing third-party service providers are unable to meet our needs as our business grows, we may need to find alternative service providers. If we are unable to do so in a timely manner or if we are unable to contract with new service providers on terms that are acceptable to us or at all, our ability to operate our business may be disrupted, which may adversely affect our business, financial condition, results of operations, and cash flows. See "— We rely on various third-party service providers to support the operation of our business. If these service providers fail to meet their contractual obligations to us or comply with applicable laws or regulations, or if we are unable to renew our contracts with them, our business may be adversely affected."

 Any future epidemics, pandemics or disease outbreaks may adversely affect our business and results of operations.

 The COVID-19 pandemic adversely affected our business and results of operations. The extent to which any future epidemics, pandemics or disease outbreaks will impact our business, results of operations and financial condition are unknown. In addition, the long-term impact of the COVID-19 pandemic or any future epidemics or pandemics or disease outbreaks may not be fully understood or reflected in our results of operations and overall financial condition until future periods.

 Risks presented by future epidemics, pandemics or disease outbreaks include, but may not be limited to, the following: increased internal and third-party medical costs; a reduction in healthcare services that may result in reduced fee-for-service revenue; an inability to adequately document the health conditions of our consumers or the members of our third party clients for our MSOs; an inability to manage medical costs and quality metrics; greater financial risk; disruptions, work stoppages, delays, loss of productivity, and general business interruptions; and other changes including changes to operations, costs, cybersecurity, and care. For example, the long-term health consequences of COVID-19 and other new illnesses are uncertain, which may increase costs. Future epidemics, pandemics or disease outbreaks may also create disruptions or turmoil in the credit or financial markets, which could adversely affect the price of our common stock and our ability to access capital on favorable terms and continue to meet our liquidity and any acquisition financing needs.

 Large-scale medical emergencies in one or more states in which we operate our business could significantly increase utilization rates, medical costs or risk overwhelming and disrupting our systems.

 Large-scale medical emergencies can take many forms which may be associated with widespread illness, disease outbreaks, medical conditions or general threats to wellness. Currently, our largest markets are in Florida and Texas, which can from time to time be impacted by hurricanes, flooding, earthquakes, wildfires, winter storms and other similar natural events, including as a result of climate change. A significant event of this kind could impact one or more of our markets by

 affecting outsized portions of our consumer population and require increased medical care or intervention, which could result in an unexpected increase in our medical costs. Other conditions that could impact our consumers include labor shortages in critical need areas, a particularly virulent influenza season, outbreaks of contagious diseases (such as measles) in areas with low vaccination rates, pandemics or epidemics, and other foreign or domestic viruses or new variants of existing viruses for which vaccines may not exist, are not effective, or have not been widely administered. The medical costs and operating costs associated with assisting our consumers in response to any of these large-scale medical emergencies is difficult to predict. However, if one of the states in which we operate were to experience a large-scale natural disaster, a viral epidemic or pandemic, disease outbreak or some other large-scale event affecting the health of a large number of our consumers, our consumer costs in that state could rise, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

 Large-scale medical emergencies may also adversely impact our managed and affiliated medical groups, causing disruption in patient scheduling; displacement of patients, employees and care management personnel; or force clinics to close entirely for periods of time.

 In addition, we may not be able to adequately maintain system functionality and business continuity due to any such events. This risk is further exacerbated by our reliance on third-party providers that perform critical operational functions for us. Any such disruption to our ability to conduct business could have a material adverse effect on our business, cash flows and results of operations.

 If we are not able to maintain required statutory capital levels, our balance sheet may be adversely affected.

 Our discontinued insurance plans that are being run out are operated through regulated insurance subsidiaries in various states. These subsidiaries are subject to state regulations that, among other things, require us to maintain minimum levels of statutory capital, or net worth, as defined by each applicable state. Such states may raise or lower the statutory capital level requirements at will. Our history of losses has generally meant that we have had to infuse more capital into our largest states. The state departments of insurance, or applicable bodies regulating insurance, in any state could require our regulated insurance subsidiaries to maintain minimum levels of statutory capital in excess of amounts required under the applicable state laws if they determine that maintaining additional statutory capital is in the best interests of our consumers.

 As of December 31, 2024, the amount of capital in certain of our insurance subsidiaries failed to meet or exceed applicable mandatory risk-based capital requirements, and as a result such subsidiaries are or may become subject to supervision orders under state insurance laws. Such supervision orders require additional reporting as well as approval of certain transactions by our regulators. The scope of these orders may be expanded, we may become subject to additional orders, or both, any of which may harm our ability to execute our business strategy, invest in growth opportunities, and adversely affect our balance sheet and results of operations. On November 29, 2023, Bright Healthcare Insurance Company of Texas was placed into liquidation and the Texas Department of Insurance was appointed as receiver.

 In addition, although we no longer offer health plans, if we are unable to withdraw, or are subject to an unexpected delay in withdrawing, the statutory capital in these subsidiaries, this could reduce our available funds, which could harm our ability to execute our business strategy, invest in growth opportunities, and adversely affect our balance sheet and results of operations.

 Our RBO businesses may be subject to state regulations that, among other things, require us to maintain minimum capital reserves, as defined by each applicable state in connection with the assumption of financial risk for the performance of attributed consumers.

 If we fail to achieve robust brand recognition or are unable to maintain or enhance our reputation, our business, financial condition and results of operations may be adversely affected.

 Developing strong brand recognition and maintaining and enhancing our reputation is critical to maintaining our existing relationships and to our ability to attract new consumers, partners and other constituents to our platform. After exiting the health insurance business, we adopted NeueHealth as our corporate brand name. Promoting our new brand requires substantial investments and we anticipate that, as our market remains increasingly competitive, our marketing initiatives may become increasingly expensive and challenging to successfully implement. Attempts to grow our brand and investments in marketing our platform may not be successful or yield increased revenue as we expect, and even if these activities result in increased revenue, the increased revenue may not offset the expenses we incur to achieve such results. In addition, much of our marketing efforts to date have been limited to certain geographic regions and markets where our

 business operates to ensure an efficient use of resources. If we expand, we will need to spend additional resources to build strong national brand recognition and there can be no assurance that our efforts will be effective. If we do not successfully develop widespread brand recognition and maintain and enhance our reputation, our business may not grow and we could lose our existing relationships, which could harm our business, financial condition and results of operations.

 Medical liability claims made against us in the future could cause us to incur significant expenses and pay significant damages if not covered by insurance.

 The risk of medical liability claims against our managed and affiliated medical groups, as well as against the treating physicians and other medical practitioners, is an inherent part of our business. While we endeavor to carry appropriate levels of insurance covering medical malpractice claims, successful medical liability claims might exceed our insurance coverage or the coverage held by our provider partners, which could make us secondarily liable for such incidents. Furthermore, professional liability insurance, including medical malpractice insurance, is expensive and insurance premiums may increase significantly in the future, especially as we continue to expand our service offerings. As a result, adequate professional liability insurance may not be available to our physicians and other medical practitioners or to us in the future at acceptable costs or at all.

 Any claims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us and divert the attention of our management and our partners from our operations, which could have a material adverse effect on our business, reputation, financial condition and results of operations. Additionally, any claims made against us, whether meritorious or not, may increase the cost of our insurance premiums which could adversely impact our business.

 We rely on our talent, and the loss of any members of senior management or other key employees or an inability to hire, retain, motivate or develop other highly skilled employees could harm our business or impact our ability to grow effectively.

 We are led by a seasoned management team with decades of healthcare and public company operating experience. The success of our business relies, in part, on the continued services of our senior management team and other key employees. Competition for talent is intense in our industry. While we use various measures to attract and retain talent, including fair and reasonable market-based compensation plans and an equity incentive program for key executive officers and other employees, these measures may not be adequate to hire, retain, motivate and develop the personnel we require to successfully scale our business and to operate our business effectively. Furthermore, members of our senior management team are difficult to replace. In particular, the loss of the employment contributions of our Chief Executive Officer, Mr. Mikan, or other key members of the executive management team, could significantly delay or prevent the achievement of our strategic objectives.

 Global economic conditions and economic uncertainty or downturns, particularly as it impacts particular industries, could materially and adversely affect our business and operating results.

 In recent years, our business has been and may continue to be affected by various factors and events that are beyond our control. The United States has experienced market uncertainty and volatility, which have also been magnified as a result of the 2024 U.S. presidential and congressional elections and resulting uncertainties regarding actual and potential shifts in U.S. and foreign trade, economic and other policies, including with respect to treaties and tariffs. Moreover, domestic and worldwide economic conditions remain uncertain. It may be extremely difficult for us, our care partners and our other key constituents to accurately plan future business activities and execute on our business objectives as a result of economic uncertainty and other macroeconomic factors. In addition, global economic conditions and economic uncertainty may cause our consumers to slow spending or care partners to cease partnering with our business, which could ultimately harm our business. Furthermore, during uncertain economic times our consumers may face challenges or delays in obtaining access to funds used to make payments. In addition, our business relies on third parties, and we are susceptible to risks related to the potential financial instability of such third parties, including vendors that provide services to us or to whom we delegate certain functions. If these third-party vendors cease to do business as a result of broader economic conditions or if they become unable to provide us with the level of service we expect, we may not be able to find an alternative service provider in a timely manner, or on acceptable financial terms, which could impact our ability to meet the expectations and needs of our consumers.

 We cannot predict the timing, severity or duration of any economic slowdown or the strength or speed of any subsequent recovery generally. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition and results of operations could be materially adversely affected.

 We compete for physicians and other healthcare personnel for our business, and shortages of qualified personnel or other factors could increase our labor costs and adversely affect our revenue, profitability and cash flows.

 Our business is dependent on the efforts, abilities and experience of employed and contracted physicians, nurse practitioners, registered nurses and other medical professionals. We compete with other healthcare providers, hospitals, clinics, networks and other facilities, in attracting physicians, nurses and medical staff required to support our business. Recruiting and retaining qualified management and support personnel responsible for the daily operations of our business is vital to the continued growth and success of our business, as well as our profitability. In many markets in which we operate, the lack of availability of clinical personnel, such as nurses and mental health professionals, has become a significant operating issue facing our business and all healthcare providers. As a result of this competition, we may need to continue to enhance wages and benefits to recruit and retain qualified personnel or to contract for more expensive temporary personnel. We may not be able to attract new physicians and clinical personnel to replace the services of terminating personnel or to service our growing membership.

 We may not be able to raise rates or to grow our business to offset increased labor costs. Because a significant percentage of our revenue consists of fixed, prospective payments, our ability to pass along increased labor costs is limited.

 We have employment contracts with physicians and other health professionals in Florida, Texas, and other states. Some of these contracts include provisions preventing these physicians and other health professionals from competing with us both during and after the term of our contract with them. The current laws governing non-compete agreements and other forms of restrictive covenants varies from state to state, and the Federal Trade Commission proposed a nationwide ban on non-competition covenants. California, Florida, and other states' laws and, if it goes into effect, federal law, may prohibit us from enforcing our non-competition covenants with our professional staff particularly in rural locations or in specialty practice areas. Some states are reluctant to strictly enforce non-compete agreements and restrictive covenants applicable to physicians and other healthcare professionals. There can be no assurance that our non-compete agreements related to physicians and other health professionals will be found enforceable if challenged. In such event, we would be unable to prevent physicians and other health professionals formerly employed by us from competing with us, potentially resulting in the loss of some of our patients and other health professionals.

 Our ACO REACH business presents unique risks.

 We expanded our business into CMS's ACO REACH model (formally known as the Direct Contracting model) in January 2022, enabling us to target a larger market opportunity, the Medicare fee-for-service ("FFS") market, which is the largest segment of Medicare. As such, although we have completed three years in the ACO REACH model, we are subject to the risks inherent to the launch of any new business, including the risks that we may not generate sufficient returns to justify our investment, it may take longer or be more costly to achieve the expected benefits from this new program, and that it may require us to, at least initially, divert management attention and other resources from our existing businesses. In connection with our expansion into ACO REACH, we have formed and continue to form relationships with a greater number of physicians, which may pose challenges to scaling quickly, influencing physician behavior and directly engaging beneficiaries, and we may face additional new risks and difficulties, many of which we may not be able to predict or foresee. Any potential future changes to the ACO REACH model may have a significant impact on our ability to carry out our business. Similarly, while ACO REACH is expected to continue through 2026, CMS can terminate the program at any time, and in some cases may be required to do so. If the program is terminated, we would need to reevaluate our Medicare FFS strategic options, which in turn could reduce the return on our investments and negatively impact our business, financial condition, results of operations and future prospects. Additionally, our ACO REACH participation agreements with CMS permit CMS to take certain actions if CMS determines that any provision may have been violated, including requiring the ACO to provide additional information to CMS, placing the ACO on a monitoring and/or auditing plan developed by CMS, requiring the ACO to terminate its relationship with any other individual or entity performing functions or services related to certain ACO or marketing activities, amending the agreement without the consent of the ACO to take certain actions, including denying, terminating or amending the use of any capitation payment mechanism. CMS may also immediately or with advance notice terminate an ACO REACH participation agreement if CMS determined that the ACO has failed to comply with any term of the agreement or any other Medicare program requirement, rule or regulation or if CMS determines that the ACO has taken or failed to take certain other actions. If our ACO REACH participation agreements were terminated, our business, financial condition, results of operations and future prospects would be negatively impacted.

 Our executive officers, directors and holders of 5% or more of our common stock collectively beneficially own, on a fully diluted basis, approximately 59% of the outstanding shares of our common stock as of December 31, 2024, and have substantial control over us, which may limit your ability to influence the outcome of important transactions.

 Our executive officers, directors and each of our stockholders who own 5% or more of our outstanding common stock and their affiliates, in the aggregate, beneficially own, on a fully diluted basis, approximately 59% of the outstanding shares of our common stock, as of December 31, 2024. As a result, these stockholders, if acting together, may continue to exercise significant influence over or control matters requiring approval by our stockholders, including the election and removal of directors and the approval of mergers, acquisitions or other extraordinary transactions, including the NEA Merger. They may also have interests that conflict or differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our company, and could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company or by discouraging others from making tender offers for our shares, which may ultimately affect the market price of our common stock.

 Risks Relating to the NEA Merger

 As previously announced, on December 23, 2024, the Company entered into the NEA Merger Agreement with Parent and Merger Sub, pursuant to which, and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the NEA Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are indirectly controlled by private investment funds affiliated with NEA.

 The transaction is subject to the receipt of certain required clearances or approvals from governmental entities that could delay the completion of 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.

 Failure to complete the NEA Merger could negatively impact our stock price and our future business and financial results.

 If the NEA Merger is not completed, our ongoing business may be adversely affected and will be subject to a number of risks, including the following:

 • the Company may be required to pay NEA a termination fee of $3.6 million if the NEA Merger Agreement is terminated under certain circumstances;
 • the Company will be required to pay certain costs relating to the NEA Merger, such as legal, accounting, financial advisor and printing fees whether or not the NEA Merger is completed;
 • matters relating to the NEA Merger may require substantial commitments of time and resources by management, which could otherwise have been devoted to other opportunities that may have been beneficial to the Company;
 • the Company will continue to incur the substantial expenses of operating as a publicly traded company;

 in each case, without realizing any of the benefits of having completed the NEA Merger. If the NEA Merger is not completed, these risks may materialize and may adversely affect our business, financial results and stock price

 Legal proceedings in connection with the NEA Merger, the outcomes of which are uncertain, could delay or prevent the completion of the NEA Merger.

 Any lawsuits or other legal proceedings initiated in connection with the NEA Merger could delay or prevent the transaction from becoming effective.

 Risks Related to our Intellectual Property, Information Technology, and Data Privacy

 Protecting our intellectual property rights may be expensive and demand management's attention, and failure to protect or enforce our intellectual property rights could harm our business and results of operations.

 We rely on a combination of trade secret, copyright and trademark laws and confidentiality agreements, along with other contractual provisions to protect our proprietary technology and intellectual property rights, including the content and design of our brands and logos, our website, our platform, our software code and our data. We believe that our intellectual property rights are an essential asset of our business and critical to our success. We endeavor to maintain and protect our intellectual property. Despite such efforts, unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary and, if we do not adequately protect our intellectual property, our brand and reputation could be harmed and competitors may be able to erode or negate our competitive advantage, which could materially harm our business, negatively affect our position in the marketplace, limit our ability to commercialize our technology and delay or render impossible our achievement of profitability. We cannot guarantee that confidentiality agreements we have put into place will not be breached, that we will have adequate remedies in the event of a breach, or that such agreements will adequately protect our intellectual property rights, internally developed technology and other information that we consider proprietary. Moreover, there can be no assurance that our proprietary technology will not be independently developed by competitors or that the intellectual property rights we own or license will provide competitive advantages or will not be challenged or circumvented by our competitors.

 Obtaining, maintaining and defending our intellectual property rights can be expensive, and a failure to protect our intellectual property rights in a cost-effective and meaningful manner could have a material adverse effect on our ability to compete. In particular, we believe it is important to maintain, protect and enhance our brands. Accordingly, we pursue the registration of domain names and our trademarks and service marks in the United States. Third parties may challenge our use of our trademarks, oppose our trademark applications, or otherwise impede our efforts to protect our brand. In the event that we are unable to register our trademarks in certain jurisdictions, we could be forced to rebrand our services, which could slow our growth in those jurisdictions, harm our brand recognition, or could require us to devote resources to advertising and marketing new brands.

 In addition, we may not always detect or protect against infringement of our intellectual property rights. Litigation may be necessary to enforce or defend our intellectual property rights or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management attention and technical resources, any of which could adversely affect our business and results of operations. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, countersuits and adversarial proceedings that attack the validity and enforceability of our intellectual property rights.

 If we fail to maintain, protect and enhance our intellectual property rights, our business, results of operations and financial condition may be harmed and the market price of our common stock could decline.

 In the future, we may be subject to claims that we violated intellectual property rights, which can be costly to defend and could require us to pay significant damages and limit our ability to operate.

 We cannot be certain that the operation of our business does not and will not infringe the intellectual property rights of others, or that third parties will not claim, legitimately or otherwise, that our services infringe their intellectual property rights. Our future success could be affected by claims of intellectual property infringement, whether or not such claims have merit. There may be intellectual property rights held by others that cover important parts of our technologies, content, branding or business methods, and we may be unaware of such rights.

 We may be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement of intellectual property rights of third parties by us or our consumers in connection with their use of our services. These claims also could subject us to significant liability for damages and could force us to stop using technology, content, branding or business methods found to be in violation of another party's intellectual property rights. We might be

 required or may opt to seek a license for rights to intellectual property rights owned by others, which may be unavailable on commercially reasonable terms, or at all. We could be required to pay significant royalties to license products, increasing our operating expenses. We may also be required to develop alternative non-infringing technology, content, branding or business methods, which could require significant effort and expense, be infeasible or make us less competitive in the market. Such disputes could also disrupt our business, which could adversely impact our consumer satisfaction and ability to attract consumers. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. If we cannot license or develop technology, content, branding or business methods for any allegedly infringing aspect of our business, we may be unable to execute our business strategy. Furthermore, we may be obligated to indemnify other parties as a result of litigation. In the case of infringement or misappropriation caused by technology that we obtain from third parties, the indemnification or other protections we receive from such third parties, if any, may be insufficient to cover the liabilities we incur as a result of such infringement or misappropriation. Any of these outcomes could have knock-on effects and harm our business and operating results.

 We may not be able to maintain the accuracy, integrity or availability of our data.

 Our businesses are highly dependent on the accuracy, integrity and availability of the data we generate and use to serve our consumers, care partners and other constituents, and to provide patient care. The volume of healthcare data generated, and the uses of data, including for electronic health records, are rapidly expanding. Our ability to implement new and innovative services, adequately price our services, provide timely and effective service to our consumers and clients and accurately report our results of operations depends on the accuracy and the integrity of the data in our information systems. If the data we rely upon to run our businesses is found to be inaccurate, unreliable or unavailable, we could experience adverse effects on our ability to effectively conduct our business, including our ability to:

 • accurately estimate revenue and medical costs;
 • collect payments and confirm eligibility of our consumers;
 • prevent, detect and control fraud;
 • prevent disputes with consumers and network providers;
 • prevent errors in medical records;
 • manage value-based care contracts;
 • prevent regulatory sanctions, scrutiny or penalties; and
 • reduce the incurrence of increased operating expenses.

 Our enterprise resource planning system may prove ineffective.

 We have an enterprise resource planning ("ERP") system, which includes a system for recording revenue and performing day-to-day business activities, such as accounting, procurement, and supply chain. Our ERP system is key to our ability to execute our strategy, provide important information to management, accurately maintain our books and records, prepare our financial statements in a timely and efficient manner and fulfill our contractual obligations. Our businesses may be disrupted if the system does not work as expected. Such disruptions could impact our ability to make payments timely or accurately to our service providers. This system may also discover or create data integrity problems or other technical issues, which could impact our business or financial results. In addition, periodic or prolonged disruption of our financial functions could result from general use of the ERP system, regular updates or other external factors outside of our control. If unexpected issues arise with our ERP system or related systems or technology infrastructure, our business, results of operations and financial condition could be adversely affected.

 The technology systems and platforms we utilize may not operate properly or as we expect them to operate.

 We cannot assure you that the technology systems and platforms we use will operate properly or as we expect them to operate. We or our vendors may encounter unforeseen difficulties, such as performance problems, undetected defects or errors, data integrity problems and technical glitches. Any of these issues could impact the user experience and cause us to lose consumers, providers and payors, which could adversely impact our ability to execute on our growth strategy and adversely affect our business and results of operations.

 Furthermore, recent trends toward greater consumer and client engagement in healthcare require new and enhanced technologies, including more sophisticated applications for mobile devices. Our information systems and platforms require an ongoing commitment of significant resources to maintain, protect and enhance existing systems and develop new

 systems to keep pace with continuing changes in information processing technology, evolving systems and regulatory standards and changing consumer and client preferences.

 In addition, we periodically consolidate, integrate, upgrade and expand our information technology systems' capabilities as a result of technology initiatives and new regulations, changes in our system platforms and integration of new business acquisitions. Any failure to protect, consolidate and integrate our systems successfully could result in higher-than-expected costs and diversion of management's time and energy, which could materially and adversely affect our results of operations, financial position and cash flows. In addition, if any such failure causes our platform to malfunction or be temporarily unavailable, our existing consumers could become dissatisfied and leave our platform to join a competitor, we may be unable to attract new consumers and our brand and reputation could be adversely impacted. As a result, our revenue may not grow as expected, which could have a material adverse effect on our business, financial condition and results of operations.

 Security incidents or breaches, loss of data and other disruptions to our or our third-party service providers' systems, information technology infrastructure, and networks could compromise sensitive or legally protected information related to our business or consumers, disrupt our business operations, and expose us to liability, which could adversely affect our business and our reputation.

 In the ordinary course of our business, we create, receive, collect, maintain, store, use, process, transmit and disclose ("Process") sensitive data, including PHI, and other types of personal data, personal information or personally identifiable information protected by various laws and regulations (collectively, "PII"). We also use third-party service providers to Process PHI, PII, sensitive information and other confidential information, including that of our consumers and service providers. We manage and maintain our technology platform and data using a combination of on-site systems, managed data center systems and cloud-based systems. Because of the sensitivity of the PHI, other PII and other confidential information we and our consumers and service providers process, the security of our technology platform and other aspects of our services, including those provided or facilitated by our third-party service providers, are critically important to our operations and business strategy.

 The operation, stability, integrity and availability of our technology platform and underlying network infrastructure are critical to the implementation of our business strategy, our financial results, our brand and reputation, our relationship with our care partners, consumers, network providers, broker network, third-party providers and other key constituents. Any system failure, including network, software or hardware failure, that causes an interruption in our network or a decrease in the responsiveness of our technology platform could result in dissatisfaction and a loss of trust with those constituents and adversely impact our business and reputation. Although we have redundancies in place that will permit us to respond, at least to some degree, to service outages, it could take significant time to have all systems fully operational and our third-party cloud providers are also subject to vulnerabilities.

 If the infrastructure of internet providers required for such work becomes overburdened, unreliable or unavailable, it could
 result in disruptions, work stoppages, delays, loss of productivity, and general business interruptions, all of which have the
 potential to harm our business operations, financial condition, and results of operations. Remote working arrangements can
 also result in significantly more external touchpoints into our network and lead to a heightened risk of cybersecurity attacks
 or data security incidents. As we have grown and continued to operate remotely, and similar to other public companies, we
 have experienced an increase in attempted cyber-attacks, targeted intrusion, ransomware and phishing campaigns, and the
 pandemic has created additional difficulties in managing risk in the work-from-home environment.

 We have incurred and may continue to incur increased expenses to improve our security controls and remediate security vulnerabilities in response to these heightened cybersecurity risks. Over time, however, the sophistication of these threats continues to increase and the preventative actions we take to reduce the risk of cybersecurity incidents and protect our information may be insufficient. If such attempts are successful in the future or if PHI, or other proprietary, confidential, or personal data or information were to be exposed or compromised or our systems were shut down or became unavailable, our reputation, business and results of operations could be materially harmed. In addition, as discussed below, our vendors have been, and may in the future be, subject to increased risks due to remote working environments or other factors, and any attempted cyber-attacks or other security incidents impacting our vendors could also disrupt our business and harm our reputation, business and results of operation.

 Security incidents and breaches of our infrastructure or our third-party service providers' infrastructure, including physical or electronic break-ins, computer viruses, ransomware, or other malware, employee or contractor error or malfeasance, can disrupt or shut down our systems, or allow unauthorized access to, or misuse, disclosure, modifications or loss of

 confidential information, PHI, and other PII, and result in a material adverse impact to our results of operations and business, including our ability to collect payments, process claims, and confirm patient information. Such breaches could result in legal claims or proceedings, liability under laws and regulations that protect the privacy of PHI or other PII, such as HIPAA, the CCPA, and other state and federal laws and regulations. We may also be required to notify government authorities, individuals, the media, and other third parties in connection with a security incident or breach involving PHI or other PII, and could become subject to investigations, consent decrees, resolution agreements, monitoring and similar agreements, and civil penalties. We require business associates and other outsourcing subcontractors who handle consumer and patient information to enter into business associate agreements, if applicable, and to agree to use reasonable efforts to safeguard PHI, other PII and other sensitive information. However, these measures may not adequately protect us from the risks associated with the Processing of such information.

 In addition, breaches of our security systems or those systems used by our third-party service providers or other cyber security incidents could also result in the misappropriation of confidential or proprietary information of ourselves, our consumers, our patients, or other third parties; viruses, spyware, ransomware or other malware being served from our network, platform or systems; the deletion or modification of content or the display of unauthorized content on our platform; the loss of access to critical data or systems through ransomware, destructive attacks or other means; and business delays, service or system disruptions such as denials of service attacks. In 2024, certain of our vendors experienced data security incidents. Upon learning of each such incident, we promptly took steps to cut off access to any of our systems that connected to any systems of such vendor, and took other preventative measures, such as supplementing existing security monitoring, scanning and protective measures, as appropriate. These vendors notified appropriate governmental authorities and impacted parties and individuals, as required. While we did not suffer any material adverse impact as a result of any of these incidents, we may incur significant costs to address or prevent future incidents, implement remedial measures, mitigate violations, and address reputational damage.

 We cannot guarantee that our recovery protocols and backup systems or those of our third-party service providers will be sufficient to prevent data loss now or in the future, or that our remedies against third-party service providers will be sufficient to protect us in the event a service provider suffers a security breach or similar incident.

 If we and our third-party service providers are not or are perceived to not be able to prevent such security breaches or privacy violations or implement acceptable remedial measures, we and our third-party service providers may be unable to operate our platform, perform our services, provide consumer assistance services, maintain accurate patient medical records, conduct research and development activities, collect, process and prepare company financial information, or provide information about our current and future services. There can be no assurance that we or our third-party service providers will be able to prevent a security incident or that any future incidents will not have a more significant impact on our operations. There is an increased risk that we may experience cyber security-related events such as phishing attacks and other security challenges as a result of our employees and service providers working remotely from non-corporate-managed networks during the ongoing pandemic and beyond. Any future such breaches and violations may result in litigation, fines and penalties, require us to comply with breach notification laws, require us to verify the accuracy of database contents, and expose us to material operating expenses related to investigation, remediation and resolution of claims, all of which could result in increased costs.

 As a result, we could suffer a loss of business and we may suffer reputational harm, adverse impacts on consumer and investor confidence and negative impact to our results of operations.

 We rely on various third-party service providers to support the operation of our business. If these service providers fail to meet their contractual obligations to us or comply with applicable laws or regulations, or if we are unable to renew our contracts with them, our business may be adversely affected.

 We rely on a number of third parties to perform certain operational functions and services for us, as well as to support our technology platform and our general services and administration functions. The continued growth of our business will depend, in part, on the ability of these third parties to perform their contractual obligations and our ability to achieve and maintain successful business relationships with these third parties. These third parties include but are not limited to:

 • Cloud service providers and internet infrastructure service providers. We rely on cloud service providers and other service providers to host certain aspects of our IT infrastructure. We do not control the operation of our cloud service providers' infrastructure or the facilities where their servers are located. The level of service provided by cloud service providers or managed data center providers could affect the availability or speed of our platform, which may also impact the usage of, and our consumers', care partners' and other constituents' satisfaction with, our platform and could seriously harm our business and reputation. We also cannot guarantee

 that the contractual remedies we may have in place with these service providers would be sufficient to cover our losses.

 • Software providers. We utilize and integrate software licensed from third parties. However, it is possible that this software may not continue to be available on commercially reasonable terms, or at all. Any loss of the right to use any of this software could result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated. We also cannot guarantee that the contractual remedies we may have in place with such software providers will adequately protect us in the event such software is modified in a manner such that it can no longer be integrated with our own systems and networks, or if such software includes viruses, malware, other corruptants, or security vulnerabilities that impact our own systems and networks.

 While we have entered into agreements with these third-party service providers, they have no obligation to renew their agreements on similar terms or on terms that we find commercially reasonable, or at all. Identifying replacement third-party service providers, and negotiating agreements with them, requires significant time and resources. If any one of our material third-party service providers' abilities to perform their obligations were impaired, we may not be able to find an alternative supplier in a timely manner or on acceptable financial terms, and we may not be able to meet the full demands of our consumers and care partners within the time periods expected, or at all. While we believe we will be able to insource the responsibilities of many of our third-party service providers in the future, there can be no assurance that we will be able to do so in a manner that enables us to meet the demands of our consumers and care partners.

 In addition, any shift in business strategy, corporate reorganization, or financial difficulties faced by our third-party providers, such as bankruptcy, may have negative effects on our ability to execute our business strategy. If our third-party providers are unable to keep up with our growing needs for capacity, it could have an adverse effect on our business and reputation, cause us to lose consumers or harm our ability to maintain and grow our other businesses. In the event we make any material changes to our third-party service providers due to changes in our business needs or otherwise, such as mid-year changes or efforts to insource currently outsourced services, we may experience significant operational and service disruptions.

 In addition, we may not be able to ensure that our third-party providers perform in accordance with agreed upon, regulated and expected standards, and we could be held accountable for their failure to do so which may subject us to fines or other sanctions or otherwise materially negatively impact our business and results of operations. See "— We are subject to inspections, reviews, audits and investigations under federal and state government programs and contracts. The results of such audits could adversely and negatively affect our business, including our results of operations, liquidity, financial condition and reputation."

 Any termination of our agreements with, or disruption in the performance of, one or more of these service providers could result in service disruption or unavailability, and harm our ability to continue to develop, maintain and improve our service offerings. This could reduce our ability to attract care partners, increase our medical costs, hinder expansion of our business, and result in an inability to meet our obligations or require us to seek alternative service providers on less favorable contract terms, any of which could adversely affect our business, brand, reputation or operating results.

 Further, the transition of our business model over the last three years has subjected us to an increased number of disputes with service providers, and we expect to continue to be subject to several of these disputes while we are in transition. We cannot guarantee we will resolve these disputes favorably, which could materially negatively impact our business, results of operations, financial condition and cash flows.

 Risks Related to our Indebtedness

 Our ability to incur a substantial level of indebtedness may reduce our financial flexibility, affect our ability to operate our business, and divert cash flow from operations for debt service.

 As of December 31, 2024, we had $96.4 million borrowed under the 2023 Credit Agreement (as defined in the Indebtedness section of the Results of Operations within Item 7 of this Annual Report), and no remaining availability thereunder, and $30.0 million borrowed under the Hercules Credit Agreement, with $120.0 million of unused conditional borrowing commitments. Based on our projected cash flows and absent any other action, we will require additional liquidity to meet our obligations as they come due in the 12 months following the date of this annual report on Form 10-K.

 In the event we obtain additional equity or debt financings, the terms of such financings may include covenants we may not be able to meet, which may result in the obligations under such financings being accelerated. In the event we require

 additional financing, we may not be able to obtain it on acceptable terms, as any potential financing will be subject to market conditions that are not within our control. In the event we are unable to obtain financing or take other management actions to alleviate these concerns, among other potential consequences, we may be unable to satisfy our financial obligations as they become due or continue as a going concern.

 Our borrowings, current and future, will require interest payments and will need to be repaid or refinanced, which could require us to divert funds identified for other purposes to debt service and could create additional cash demands or impair our liquidity position and add financial risk. Diverting funds identified for other purposes for debt service may adversely affect our business and growth prospects. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets, reduce or delay expenditures, or issue equity to obtain necessary funds. We do not know whether we would be able to take any of these actions on a timely basis, on terms satisfactory to us or at all.

 Our level of indebtedness could affect our operations in several ways, including but not limited to the following:

 • it may be difficult for us to satisfy our obligations with respect to our debt;

 • the covenants contained in any current or future credit agreement may limit our ability to borrow additional funds, refinance debt, dispose of assets, and make certain investments, and may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;

 • a high level of debt would increase our vulnerability to general adverse economic and industry conditions;

 • a high level of debt may place us at a competitive disadvantage as compared to our competitors that are less leveraged and therefore may be able to take advantage of opportunities that our level of indebtedness would prevent us from pursuing; and

 • a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, or other purposes.

 In addition, borrowings under credit agreements often bear interest at variable rates based on prevailing conditions in the financial markets, and changes to such variable market rates may affect both the amount of cash we must pay for interest as well as our reported interest expense.

 If we are unable to generate sufficient cash flows to pay the interest expense on our debt, future working capital, borrowings, or equity financing may not be available from which to pay or refinance such debt.

 Our current credit agreements contain, and any agreements governing future debt issuances may contain, restrictions on our ability to operate our business and to pursue our business strategies, and our failure to comply with, cure breaches of, or obtain waivers of covenants could result in an acceleration of the maturity date on our indebtedness.

 Our current credit agreements contain, and any agreements governing future debt issuances may contain, covenants that restrict our ability to finance future operations or capital needs, to respond to changing business and economic conditions, or to engage in other transactions or business activities that may be important to our growth strategy or otherwise important to us. Our current credit agreements restrict, subject to certain exceptions, among other things, our ability and the ability of our subsidiaries to:

 • incur additional indebtedness and guarantee indebtedness;
 • create or incur liens;
 • make investments and loans;
 • engage in mergers, consolidations, or sales of all or substantially all of our assets;
 • pay dividends or make other distributions, in respect of, or repurchase or redeem, capital stock;
 • prepay, redeem, or repurchase certain debt;
 • engage in certain transactions with affiliates;
 • sell or otherwise dispose of assets; and
 • amend, modify, waive, or supplement certain subordinated indebtedness to the extent such amendments would be materially adverse to lenders.

 In addition, any future financing arrangements entered into by us or any of our subsidiaries may contain similar restrictions. As a result of these covenants and restrictions, through our subsidiaries we are and will be limited in how we

 conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. In addition, we are required to maintain specified financial ratios and satisfy other financial condition tests. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Indebtedness." The terms of any future indebtedness we or our subsidiaries may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

 Our or our subsidiaries' failure to comply with the restrictive covenants described above as well as others contained in our or our subsidiaries' future debt instruments from time to time could result in an event of default, which, if not cured or waived, could require us to repay these borrowings before their maturity. If we are forced to refinance our borrowings on less favorable terms or cannot refinance them, our results of operations and financial condition could be adversely affected. If we were unable to repay or otherwise refinance these borrowings, the lenders under our current credit agreements, and any agreements governing future debt issuances, could force us into bankruptcy or liquidation. Any acceleration of amounts due under our current credit agreements, and any agreements governing future debt issuances, or the exercise by the applicable lenders or agent of their rights under any related security documents, would likely have a material adverse effect on our business.

 Risks Related to Legal Proceedings and Governmental Regulations

 Modifications or changes to the U.S. health insurance markets could adversely affect our business and operating results.

 Our business operates in the evolving public and private sectors of the U.S. health insurance system, and our future financial performance will depend in part on growth in the market for private health insurance, as well as our ability to adapt to legislative and regulatory developments, the development of new state and federal government programs, and any restructuring of, or cuts to, existing state and federal government programs. Such modifications and changes could reduce demand and adversely affect our business. In the recent past, officials have introduced proposals to expand the Medicare program, which range from the creation of a new single-payor national health insurance program for all residents to less overarching proposals, including lowering the age of eligibility for the Medicare program, expanding Medicare to a larger population and creating a new public health insurance option that could compete with private insurers. In addition, in some states, legislators have regularly introduced proposals to establish a single-payor or government-run healthcare system at the state level. The new presidential administration and Congress are also considering changes to Medicaid and Medicare, including proposals to restructure Medicaid in a manner that would shift more financial responsibility for Medicaid to states, proposals which could result in individuals losing coverage, and proposals and the imposition of new or additional requirements that could result in individuals having difficulty obtaining or maintaining coverage. There is uncertainty regarding whether, when, and what these or other health reform measures (such as such as Medicaid block grants, potential caps on federal funding to states for Medicaid, other changes that may impact the ability of states to finance the state portion of Medicaid costs, the imposition of limits and caps on existing Medicaid coverage and benefits, and the imposition of additional eligibility requirements) will be adopted, the timing and implementation of alternative provisions, and the impact of alternative provisions on providers, plans, and other healthcare industry participants. Other industry participants, such as private payors and large employer groups and their affiliates, may also introduce financial or delivery system reforms. These and other changes may impact our ability to ensure care partner networks meet evolving standards. Until the details of these evolving requirements and any additional future reform standards are clarified, we are unable to predict the nature and success of such health reform initiatives, which may have an adverse impact on our business. We continue to evaluate the effect that such proposals would have on our business.

 Changes resulting from the outcome of the 2024 elections may include changes such as increased reliance on Medicare Advantage programs, work requirements for Medicaid waiver program eligibility, reductions in funding for federal healthcare programs or changes to how such funding is provided (e.g., block grants or other capped funding), and initiatives that may make eligibility for benefits more difficult. There have been proposals to substantially decrease federal funding for state Medicaid programs. Any significant reduction in federal Medicaid funding to states or significant change to how states finance Medicaid programs would likely result in states reducing Medicaid payments to us, which may have a material adverse effect on us. We are unable to predict the effect of recent and future policy changes on our operations. In addition, the uncertainty and fiscal pressures placed upon federal and state governments as a result of, among other things, deterioration in general economic conditions and the funding requirements from the federal healthcare reform legislation, may affect the availability of taxpayer funds for Medicare and Medicaid programs.

 As the regulatory and legislative environments within which we operate are evolving, we may not be able to ensure timely compliance with such changes due to limited resources. Furthermore, we face challenges prioritizing the allocation of

 resources between implementing systems responsive to new legislative or regulatory requirements, focusing on growth-related operations and implementing adequate management systems and controls. If our operations are found to be in violation of any of the federal and state regulations that apply to us, we may be subject to penalties that curtail our operations, which could adversely affect our ability to operate our business and our results of operations.

 Any changes to the ACA and its regulations could materially and adversely affect our business, results of operations, and financial condition.

 A substantial portion of our revenue is derived from providing healthcare to individuals and families with health insurance policies subject to regulation under the ACA. Consequently, changes to, or repeal of, portions or the entirety of the ACA and its regulations, as well as judicial decisions and interpretations in response to legal and other constitutional challenges, could materially and adversely affect our business and financial position, results of operations, or cash flows. Even if the ACA is not amended or repealed, elected and appointed officials could continue to propose and implement changes and courts could render opinions impacting the ACA, which could materially and adversely affect our business, results of operations, and financial condition.

 The ACA also established significant subsidies to support the purchase of health insurance by individuals, in the form of advanced premium tax credits, or APTCs, available through Health Insurance Marketplaces. The American Rescue Plan Act of 2021 (ARPA) increased the size of APTCs for individuals at every household income level for 2021 and 2022, and the Inflation Reduction Act of 2022 renewed the enhanced APTCs for three years through the end of 2025. Although the enhanced APTCs have been extended through 2025, the expiration, future elimination or reduction of the enhanced APTCs, or other APTCs or subsidies, could make such coverage unaffordable to some individuals and thereby reduce overall participation in the Health Insurance Marketplaces and our membership. These fluctuations could have a significant adverse effect on our business and future operations, and our results of operations and financial condition. Further, the lack of federal funding of cost sharing subsidies could additionally impact Health Insurance Marketplace enrollment. Such market and political dynamics may result in unanticipated changes in the composition and risk level of the Health Insurance Marketplace risk pool, which could negatively impact our underwriting margins.

 Historically, there have been significant efforts to repeal, or limit implementation of, certain provisions of the ACA. Such initiatives include the reduction of the tax penalty associated with individual mandate to $0, effective in 2019, as well as easing of the regulatory restrictions placed on short-term limited duration insurance and association health plans, some or all of which may provide fewer benefits than the traditional ACA-mandated insurance benefits. The ACA has also been subject to multiple judicial challenges surrounding its constitutionality. The new presidential administration, Congress, and state legislatures could propose, enact, and implement possible changes in state and federal legislation governing Health Insurance Marketplaces. These changes could result in fluctuations in participation from individuals seeking insurance coverage and/or possible non-renewal of existing policies. Because we rely on the Health Insurance Marketplaces, any changes to the ACA that result in reduced membership, or other changes in healthcare law and regulation, could materially and adversely impact our business, financial condition, and results of operations.

 Our contracts with third-party Medicare Advantage plans and reimbursement from fee-for-service Medicare are subject to changes to the Medicare program.

 Our contracts with third-party MA plans are based on published Medicare rates. In addition, our managed and affiliated medical groups receive fee-for-service Medicare reimbursements. As a result, government funding levels for the MA program, as well as the policies and decisions of the federal government regarding the fee-for-service Medicare program have a substantial impact on our profitability and health plan consumer satisfaction. These governmental policies and decisions, which are not within our control, include:

 • administrative or legislative changes to base rates or reimbursement policies and methodologies;
 • reductions or restrictions in funding of programs;
 • limits on the services or types of providers for which Medicare will provide reimbursement;
 • expansion of benefits under Medicare without adequate funding;
 • changes in methodology for patient assessment and/or determination of payment levels;
 • the reduction or elimination of annual rate increases; and
 • changes to timing of or delays in reimbursements.

 Significant reductions or significant modifications of reimbursement policies and methodologies in the fee-for-service Medicare program could reduce the profitability of our managed and affiliated medical groups. We have no control over these changes, including when or how frequently they are made. These changes may be instituted by statutes, regulations, administrative or executive orders or judicial decisions. Budget pressures often lead the federal government to reduce or

 place limits on reimbursement rates under Medicare. Implementation of these and other types of measures could result in substantial reductions in our revenue and operating margins with respect to our business. The costs of compliance with any changes could be significant, and if we fail to meet implementation requirements, we could be exposed to fines and payment reductions.

 In addition, CMS issues a final rule each year to establish the benchmark MA payment rates for the following calendar year. Any reduction to MA rates may have a material adverse effect on our business, results of operations, financial condition and cash flows. If we underestimate the impact of any change to the MA rates on our business, it could have a material adverse effect on our results of operations, financial condition and cash flows.

 If we fail to comply with certain healthcare laws, including fraud and abuse laws, we could face substantial penalties and our business, results of operations and financial condition could be adversely affected.

 Our business is highly regulated, and we are subject to broadly applicable federal and state fraud and abuse and other federal and state healthcare laws and regulations. These laws require significant compliance oversight, which can have the effect of constraining our businesses, financial arrangements and relationships through which we conduct our operations. Laws and regulations which particularly affect our business and operations, include the following:

 • the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or providing any remuneration (including any kickback, bribe or certain rebates), directly or indirectly, overtly or covertly, in cash or in kind, in return for, either the referral of an individual or the purchase, lease or order or arranging for or recommending the purchase, lease or order of any good, facility, item or service, for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare. The federal Anti-Kickback Statute has been interpreted to apply to, among others, financial arrangements between entities that have the ability to refer and generate business that is subject to reimbursement under federal healthcare programs. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution. The exceptions and safe harbors are drawn narrowly and practices that involve remuneration may be subject to scrutiny if they do not qualify for an exception or safe harbor. Our practices may not in all cases meet all of the criteria for protection under a statutory exception or regulatory safe harbor. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it in order to have committed a violation, and a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA (described immediately below);

 • the federal false claims laws, including the civil FCA, which, among other things, impose criminal and civil penalties against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment or approval that are false or fraudulent, knowingly making, using, or causing to be made or used, a false record or statement material to a false or fraudulent claim, or from knowingly making or causing to be made a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. Further, the FCA can be enforced by private citizens through civil qui tam actions. A claim includes "any request or demand" for money or property presented to the U.S. government;

 • the Stark Law provides that physicians, subject to certain exceptions, cannot refer Medicare or Medicaid patients to an entity providing "designated health services" in which such physician, or its immediate family member, has an interest or any compensation arrangement. Medical groups managed by and affiliated with our business provide one or more of these designated health services and as such are subject to the Stark Law. Those found in violation of the Stark Law are subject to denial of payment for services provided through an improper referral, civil monetary penalties and exclusion from the Medicare and Medicaid programs;

 • the federal beneficiary inducement civil monetary laws, which generally prohibit giving something of value to an individual if the remuneration is likely to influence that beneficiary's choice of a particular provider, supplier or practitioner for services covered by applicable federal healthcare programs. A violation of this statute includes fines or exclusion from federal healthcare programs;

 • HIPAA, which created additional federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud or to obtain, by means of false or fraudulent pretenses, representations or promises, any money or property owned by, or under the control or custody of, any healthcare benefit program; willingly obstructing a criminal investigation of a healthcare offense; and knowingly and willfully falsifying, concealing or covering up by trick, scheme or device, a material fact or making any

 materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Like the federal Anti-Kickback Statute, a person or entity need not have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; and

 • analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may be more restrictive and may apply to healthcare items or services reimbursed by non-governmental third-party payors, including private insurers or by the patients themselves.

 Ensuring business arrangements with third parties comply with applicable healthcare laws and regulations is a costly endeavor. If our operations are found to be in violation of any of the federal and state healthcare laws described above or any other current or future governmental regulations that apply to us, we may be subject to penalties, including without limitation, civil, criminal and/or administrative penalties, damages, fines, disgorgement, individual imprisonment, exclusion from participation in government programs, such as Medicare, injunctions, private "qui tam" actions brought by individual whistleblowers in the name of the government, or refusal to allow us to enter into government contracts, contractual damages, reputational harm, administrative burdens, diminished profits and future earnings, additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. Any claims made against us, regardless of their merit or eventual outcome, could damage our reputation and business and our ability to attract and retain consumers and employees.

 Our use and disclosure of PII and PHI is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base and revenue.

 We are subject to numerous state and federal laws and regulations that govern the Processing, security, retention, destruction, confidentiality, availability and integrity of PII, including PHI. These laws and regulations include HIPAA and the CCPA. HIPAA establishes a set of basic national privacy and security standards for the protection of PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, which includes us, and the business associates with whom such covered entities contract for services, which also includes us.

 HIPAA requires healthcare plans and providers — and until our insurance plans are fully run-out, we are both — to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

 Penalties for failure to comply with a requirement of HIPAA vary significantly depending on the nature of violation and could include civil monetary or criminal penalties. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts are able to award damages, costs and attorneys' fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. HIPAA further requires that individuals be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals.

 Numerous other federal and state laws protect the processing, security, retention, destruction, confidentiality, availability and integrity of, and may otherwise limit and restrict how we can use, PII, including PHI. These laws in many cases are more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our care partners and business associates and potentially exposing us to additional expense, adverse publicity and liability. Recently, several states have enacted broadly applicable laws to protect the privacy of personal health information. These laws generally require consent for the collection, use or sharing of any "consumer health data", which is defined as personal information that is linked or reasonably linkable to a consumer and that identifies a consumer's past, present, or future physical or mental health. At the federal level, various bills have been introduced in congress seeking to establish a comprehensive privacy regime including many of the concepts found in other state and federal privacy bills/laws, such as consent requirements for sensitive data, data subject rights, and privacy policy requirements. Such laws may have potentially conflicting requirements that would make compliance challenging. Such changes may also require us to modify our services and features and may limit our

 ability to develop new services and features that make use of the data that we collect about our consumers. We anticipate federal and state regulators to continue to enact legislation related to privacy and cyber security.

 New health information standards, whether implemented pursuant to HIPAA, state or federal legislative action or otherwise, could have a significant effect on the manner in which we must handle healthcare-related data, and the cost of complying with standards could be significant. If we do not comply with existing or new laws and regulations related to PHI, we could be subject to criminal or civil sanctions.

 We also publish privacy statements to our consumers that describe how we handle and protect PII. Any failure or perceived failure by us to maintain posted privacy policies which are accurate, comprehensive and fully implemented, and any violation or perceived violation of our privacy-, data protection- or information security-related obligations to providers, consumers or other third parties could result in claims of deceptive practices brought against our Company, which could lead to significant liabilities and consequences, including, without limitation, governmental investigations or enforcement actions, costs of responding to investigations, defending against litigation, settling claims, complying with resolution, monitoring or other agreements, civil penalties, and complying with regulatory or court orders. Such liabilities and consequences could have material impacts on our revenue and operations.

 Furthermore, the FTC and many state attorneys general continue to enforce federal and state consumer protection, health breach notification, and other laws against companies for online collection, use, dissemination and security practices that appear to be unfair or deceptive. For example, the FTC has taken enforcement actions based on disclosures of health information to third parties, the failure to limit third-party use of health information, the failure to implement policies and procedures to prevent improper or unauthorized disclosures of health information, and the failure to provide notice and obtain consent before the use and disclosure of health information for advertising. For information that is not subject to HIPAA and deemed to be "personal health records", the FTC may also impose penalties for violations of the HBNR to the extent we are considered a "personal health record-related entity" or "third party service provider." There are a number of legislative proposals in the United States, at both the federal and state level, that could impose new obligations. We cannot yet determine the impact that future laws, regulations and standards may have on our business.

 Our and our vendors' use of artificial intelligence and machine learning in the products they provide to us present regulatory and legal challenges that could negatively affect our business and our reputation.

 Our and our vendors' use of AI and ML technologies and recent technological advances in AI/ML pose risks to us and may subject us to new laws and regulations. While we are committed to responsible use of AI/ML and following applicable laws and regulations, any failure by our employees, contractors or vendors to use AI/ML responsibly and to adhere to such laws and regulations could have a material adverse effect on our business, results of operations, and financial condition. Depending on how such laws and regulations are interpreted, we may have to make changes to our business practices to comply with such obligations. These obligations may make it harder for us to conduct our business using AI/ML, lead to regulatory fines or penalties, require us to retrain our AI/ML, or prevent or limit our use of AI/ML. Our use of AI/ML technologies could also result in additional compliance costs, regulatory investigations and actions, and consumer or other lawsuits. If we or our vendors are unable to use AI/ML, regulators restrict our ability to use AI/ML for certain purposes or our confidential information or PII or PHI becomes part of a dataset that is accessible by other third-party AI/ML applications and uses, it could make our business less efficient, result in competitive disadvantages, and subject us to potential liabilities. To the extent that we rely on or use the output of AI/ML, any inaccuracies, biases or errors could have adverse impacts on us, our business, our results of operations or financial condition. The impact of regulatory and legal risks associated with AI/ML is unknown and the overall impact on our business may be material.

 Laws regulating the corporate practice of medicine could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws could subject us to penalties or require a restructuring of our business.

 Some of the states in which we currently operate have laws that prohibit business entities from directly owning physician practices, practicing medicine, employing physicians to practice medicine, exercising control over medical decisions by physicians or engaging in certain arrangements, such as fee-splitting, with physicians (such activities are generally referred to as the "corporate practice of medicine"). In some states these prohibitions are expressly stated in a statute or regulation, while in other states the prohibition is a matter of judicial or regulatory interpretation. Other states in which we may operate in the future may also generally prohibit the corporate practice of medicine. While we endeavor to comply with state corporate practice of medicine laws and regulations as we interpret them, the laws and regulations in these areas are complex, changing, and often subject to varying interpretations. The interpretation and enforcement of these laws vary significantly from state to state. Penalties for violations of the corporate practice of medicine vary by state and may result

 in physicians being subject to disciplinary action, as well as to forfeiture of revenue from payors for services rendered. For business entities such as us, violations may also bring both civil and, in more extreme cases, criminal liability for engaging in the practice of medicine without a license.

 Some of the relevant laws, regulations and agency interpretations in states with corporate practice of medicine restrictions have been subject to limited judicial and regulatory interpretation, and state laws and regulations are subject to change. Regulatory authorities and other parties may assert that our employment of physicians in some states means that we are engaged in the prohibited corporate practice of medicine. If this were to occur, we could be subject to civil and/or criminal penalties, our employment of physicians by our medical groups and the health plans' agreements with physicians could be found legally invalid and unenforceable (in whole or in part) or we could be required to restructure our arrangements with physicians, in each case in one or more of the jurisdictions in which we operate. Any of these outcomes may have a material adverse effect on our business, results of operations, financial condition, cash flows and reputation.

 From time to time we are and may be subject to litigation, administrative proceedings or investigations, which could be costly to defend and could strain corporate resources or harm our business.

 Legal proceedings and claims that may arise in the ordinary course of business, such as claims brought by consumers, care partners, third-party payor clients, consultants and vendors in connection with commercial disputes or employment claims made by our current or former associates could strain corporate responses and involve significant costs. In addition, from time to time, we are and may be subject to government requests or investigations, including market conduct examinations and requests for information from, various government agencies, regulatory authorities, state attorneys general and other governmental authorities. In particular, investigating and prosecuting healthcare and other insurance fraud, waste and abuse has been of special interest to government authorities in the United States. With respect to healthcare, fraud, waste and abuse prohibitions constitute a spectrum of activities, such as kickbacks for referral of consumers, fraudulent coding practices, billing for unnecessary medical and/or other covered services, improper marketing and violations of patient privacy rights and Stark Law violations. Regulators have recently increased their scrutiny of healthcare payors and providers under the federal FCA, in particular, and there have been a number of investigations, prosecutions, convictions and settlements in the healthcare industry.

 Litigation and audits, investigations or reviews by governmental authorities or regulators or compliance with applicable laws may result in fines, substantial costs, and potentially, the loss of a license, and may divert management's attention and strain corporate resources, which may substantially harm our business, financial condition and results of operations. While we maintain general liability, umbrella, managed care errors and omissions and employment practices liability coverage, as well as other insurance, we cannot provide assurance that such insurance will cover such claims or provide sufficient payments to cover all of the costs to resolve one or more such claims and will continue to be available on terms acceptable to us, if available at all. It is possible that resolution of some matters against us may result in our having to pay significant fines, judgments or settlements that exceed the limits of our insurance policies. Further, settlements with governmental authorities or regulators could contain additional compliance and reporting requirements as part of a consent decree or settlement agreement, such as corporate integrity agreements, which could significantly increase our regulatory and compliance costs. Additionally, governmental or regulatory authorities could review our payment practices, including as part of their market conduct oversight, which could result in fines or other enforcement actions if such authorities determine that our payment practices do not comply with state laws and regulations. Any of the foregoing could adversely affect our results of operations and financial condition, thereby harming our business.

 We are subject to a pending putative securities class action lawsuit.

 On January 6, 2022, a putative securities class action lawsuit was filed against us and certain of our officers and directors in the Eastern District of New York. The case is captioned Marquez v. Bright Health Group, Inc. et al., 1:22-cv-00101 (E.D.N.Y.). The lawsuit alleges, among other things, that we made materially false and misleading statements regarding our business, operations, and compliance policies, which in turn adversely affected our stock price. No specific amounts of damages have been alleged in the putative securities class action lawsuit. We intend to vigorously defend this action; but there can be no assurance that we will be successful in any defense. An amended complaint was filed on June 24, 2022, which expands on the allegations in the original complaint and alleges a putative class period of June 24, 2021 through March 1, 2022. The amended complaint also adds as defendants the underwriters of our initial public offering. The Company has served a motion to dismiss the amended complaint, and on November 1, 2024, the court issued a memorandum and order and entered judgement granting the motion to dismiss in full. The plaintiff appealed this decision on November 27, 2024. This and other legal proceedings could damage our reputation and adversely affect our stock price.

 We are subject to inspections, reviews, audits and investigations under federal and state government programs and contracts. The results of any such actions could adversely and negatively affect our business, including our results of operations, liquidity, financial condition and reputation.

 From time to time we are subject to various state and federal governmental inspections, reviews, audits and investigations to verify our financial and/or operational compliance with governmental rules and regulations governing the services we sell. Payors and other health care industry participants may have the right to conduct audits of our businesses. We also periodically conduct internal audits and reviews of our regulatory compliance. An adverse inspection, finding, review, audit or investigation could result in requests for additional information, enforcement actions, corrective action plans, monitoring agreements or other actions, including penalties, fines or other sanctions, and debarment, suspension or exclusion.

 The U.S. Department of Justice and the OIG have continuously increased their scrutiny of healthcare payors, providers and Medicare Advantage insurers under the FCA in particular, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry.

 We may in the future be required to refund amounts we have been paid and/or pay fines and penalties as a result of these inspections, reviews, audits and investigations. In addition, due to our reliance on third-party providers to perform many critical health plan operations, we may not be able to adequately perform pre-delegation audits of such providers' capabilities and/or adequately monitor and oversee their day-to-day performance of our delegated functions to ensure compliance with applicable laws and regulations. The occurrence of adverse inspections, reviews, audits or investigations or any of the results noted above could have a material adverse effect on our business and operating results. Furthermore, the legal, document production and other costs associated with complying with these inspections, reviews, audits or investigations could be costly and result in damage to our reputation.

 Our employees, independent contractors, partners, suppliers and other third parties may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could expose us to liability and hurt our reputation.

 We are exposed to the risk that our employees, independent contractors, care partners, care providers, partners, suppliers and others may engage in fraudulent conduct or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates laws and regulations that we are subject to, including, without limitation, healthcare fraud and abuse laws or laws that require the true, complete and accurate reporting of financial information or data. Such activities could result in regulatory sanctions and cause serious harm to our reputation. It is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. In addition, we are subject to the risk that a person or government could allege such fraud or other misconduct, even if none occurred.

 If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business and financial results, including, without limitation, the imposition of significant civil, criminal and administrative penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, reputational harm, adverse impact on profitability and our operations, any of which could adversely affect our business, results of operations and financial condition.

 Risks Related to our Financial Statements

 We have previously identified material weaknesses in our internal controls over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

 For the year ended December 31, 2022, we identified a material weakness related to the control activities component of the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") 2013 revised internal control integrated framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 The material weakness relates to the Company's announcement in Q4 2022 to exit the IFP business effective December 31, 2022, and a subsequent decision by management to decrease its focus on performing certain control activities in accordance with policies and procedures. In 2023 and 2024, the Company made significant efforts to remediate this material weakness, including conducting additional training sessions to communicate expectations, and enhance awareness and understanding of control activities and related responsibilities, creating or enhancing certain policies and procedures for processes where control deficiencies existed, allocating resources from the Company's discontinued operations to those remaining continuing operations and, remediating certain control activities that were previously identified as deficient.

 Despite these efforts, the Company was unable to conclude the material weakness was remediated as of December 31, 2023. The continuation of the Company's reorganization in 2024 resulted in shifting control owner roles and responsibilities across several areas, and changes in the scope of relevant controls. These changes caused delays with the performance of certain control activities and/or inconsistencies with how those activities were documented, and as a result, control activities did not consistently have sufficient time to demonstrate operational effectiveness.

 The Company was able to conclude that the material weakness was remediated as of December 31,2024. However, we cannot assure you that we will not have additional material weaknesses in the future.

 Accounting for health plan benefits is complicated and subject to foreseen and unforeseen risks.

 Although we have exited the health insurance market, until the run-out of all of our legacy insurance plans is finished, we will continue to account for health plan activities. Accounting for health plan benefits is complicated and involves the use of estimates, assumptions and judgment. While we spend considerable time establishing our estimates and assumptions, we cannot be certain they will be correct. If our estimates are incorrect or if actual circumstances differ from our assumptions, our results of operations could be negatively affected.

 Incurred But Not Reported Claims

 Because of the elapsed time between when medical services are actually rendered by care providers and when we receive, process and pay a claim for those medical services, our medical care costs incorporate estimates of our incurred but not reported ("IBNR") claims. As a result of the uncertainties stemming from the factors used in assumptions we make about expenses incurred, the actual amount of medical expense that we incur may be materially higher or lower than the amount of IBNR claims originally estimated. If our estimates of IBNR claims are inadequate in the future, our reported results of operations would be negatively impacted. Further, our inability to estimate IBNR claims accurately may also affect our ability to take timely corrective actions, further exacerbating the extent of any adverse effect on our results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates."

 Failure to comply with requirements to design, implement and maintain effective internal controls could adversely affect our stock price.

 As a public company, we have significant requirements for financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations. In addition, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX"), to furnish a report by management on, among other things, the effectiveness of our internal controls over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal controls over financial reporting. The rules governing the standards that must be met for our management to assess our internal controls over financial reporting are complex and require significant documentation, testing and possible remediation. Testing and maintaining internal controls may divert our management's attention from other matters that are important to our business. Depending on the value of our shares of common stock held by the general public, our independent registered public accounting firm is required to issue an attestation report on the effectiveness of our internal controls annually.

 In connection with the implementation of the necessary procedures and practices related to internal controls over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by SOX for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the

 remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report.

 If we fail to effectively remediate material weaknesses in our internal control over financial reporting, if we identify future material weaknesses in our internal control over financial reporting or if we are unable to comply with the demands placed upon us as a public company, including the requirements of Section 404 of SOX, in a timely manner, we may be unable to accurately report our financial results, or report them within the time frames required by the SEC. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that could be deemed to be material weaknesses, and could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected. We may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal controls over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified opinion, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our common stock.

 Our ability to use our NOLs to offset future taxable income may be subject to certain limitations.

 As of December 31, 2024, we had outstanding net operating losses ("NOLs") of approximately $4.9 billion, which are available to reduce future taxable income. Our carryforwards are subject to review and possible adjustment by the appropriate taxing authorities. In addition, the carryforwards that may be utilized in a future period may be subject to limitations based upon changes in the ownership of our stock in a future period. In general, under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, a corporation that undergoes an "ownership change," generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three year period, is subject to limitations on its ability to utilize its pre-change NOLs, research and development tax credit carryforwards and disallowed interest expense carryforwards to offset future taxable income.

 Our balance sheet includes significant amounts of intangible assets. The impairment of a significant portion of these assets would negatively affect our results of operations.

 A significant portion of our total assets of continuing operations consists of intangible assets. Intangible assets, net, accounted for approximately 19.14% of total assets of our continuing operations on our consolidated balance sheet as of December 31, 2024. We review intangible assets for impairment whenever events or circumstances make it more likely than not that the carrying value may not be recoverable. Under current accounting rules, any determination that impairment has occurred would require us to record an impairment charge, which would adversely affect our earnings. An impairment of a significant portion of intangible assets could adversely affect our operating results.

 Risks Related to Ownership of Our Common Stock

 If we are not in compliance with the continued listing standards of the New York Stock Exchange (the "NYSE"), we may be subject to permanent delisting from the NYSE.

 The NYSE continued listing standards require listed companies to maintain minimum market capitalization and stock price levels. If the Company is not in compliance with these standards for certain periods of time, the NYSE will initiate procedures to suspend and delist our common stock. The NYSE can take accelerated delisting action in the event that it determines that our common stock trades at levels that it views to be abnormally low.

 If the NYSE permanently delisted our shares, it would negatively impact us because it could, among other things: (i) reduce the liquidity and market price of our common stock; (ii) reduce the amount of news and analyst coverage for our company; (iii) reduce the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing and the ability of our stockholders to sell our common stock; (iv) limit our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets; (v) impair our ability to provide liquid equity incentives to our employees; and (vi) have negative reputational impact for us with our customers, suppliers, employees and other persons with whom we have business relationships.

 Our stock price has experienced significant volatility and may change significantly in the future, as a result investors may not be able to resell shares of our common stock at or above the price investors paid or at all, and investors could lose all or part of their investment as a result.

 The trading price of our common stock has been, and may continue to be, volatile, and the broader stock market has recently experienced significant volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. Investors may not be able to resell their shares at or above the price they paid for the stock.

 Broad market and industry fluctuations may materially adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock are low.

 In the past, following periods of market volatility, stockholders have instituted securities class action litigation. As described above, we are currently subject to a pending putative securities class action. This and other potential securities litigation, could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

 Our quarterly operating results fluctuate and may fall short of prior periods, our projections or the expectations of securities analysts or investors, which could materially adversely affect our stock price.

 Our operating results have fluctuated from quarter to quarter in the past, and they may do so in the future. Therefore, results of any one fiscal quarter are not a reliable indication of results to be expected for any other fiscal quarter or for any year. If we fail to increase our results over prior periods, to achieve our projected results or to meet the expectations of securities analysts or investors, our stock price may decline, and the decrease in the stock price may be disproportionate to the shortfall in our financial performance. Results may be affected by various factors, including those described in these risk factors.

 We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.

 We currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and development of our business. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws and dependent upon a number of factors, including our earnings, capacity to pay dividends under any agreements governing current or future indebtedness, and overall financial condition. In addition, our ability to pay dividends in the future depends in part on the earnings and distributions of funds from our health insurance subsidiaries. Applicable state insurance laws restrict the ability of such health insurance subsidiaries to declare dividends and require our health insurance subsidiaries to maintain specified levels of statutory capital and surplus. Accordingly, your only opportunity to achieve a return on your investment in our company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

 If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

 The trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us or our business or industry. We do not control these analysts. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline. Furthermore, if one or more of the analysts who do cover us were to downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business or industry, the price of our stock could decline.

 Our management may use the proceeds of any financings in ways with which you may disagree or that may not be profitable.

 We generally have broad discretion as to the application of the net proceeds of capital we raise and can use them for purposes other than those contemplated by us at the time of such financings. You may not agree with the manner in which our management chooses to allocate and use these net proceeds. Our management may use the proceeds for corporate purposes that may not increase our profitability or otherwise result in the creation of stockholder value. In addition,

 pending our use of the proceeds, we may invest the proceeds primarily in instruments that do not produce significant income or that may lose value.

 Provisions in our organizational documents could delay or prevent a change of control.

 Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our common stock.

 These provisions will provide for, among other things:

 • the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; and

 • advance notice requirements for stockholder proposals.

 These provisions could make it more difficult for a third party to acquire us, even if the third party's offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

 Our amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our current and former directors, officers, employees or stockholders.

 Our amended and restated certificate of incorporation provides, subject to limited exceptions, that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our company, (ii) action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of our company to the Company or our stockholders, (iii) action asserting a claim against the Company or any current or former director, officer, employee or stockholder of the Company arising pursuant to any provision of the Delaware General Corporation Law, or our amended and restated certificate of incorporation or our amended and restated bylaws (as either might be amended from time to time) or (iv) action asserting a claim governed by the internal affairs doctrine of the State of Delaware. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States of America. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. Although our amended and restated certificate of incorporation contains the exclusive forum provision described above, it is possible that a court could find that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable. Our exclusive forum provision does not relieve the Company of its duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

 These choice of forum provisions may limit a stockholder's ability to bring a claim in a different judicial forum, including one that it may find favorable or convenient for disputes with us or any of our directors, officers or other employees which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provisions that will be contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

 Risks Related to Investing in Our Common Stock

 Issuance of shares of our common stock in connection with the conversion of our outstanding Preferred Stock, or the exercise of outstanding warrants, would cause substantial dilution, which could materially affect the trading price of

 our common stock and earnings per share. Certain holders of our Preferred Stock and warrants own a significant percentage of our capital stock and may be able to influence certain corporate matters.

 Pursuant to the Certificate of Designations designating the shares of our Series A Convertible Perpetual Preferred Stock and the Certificate of Designations designating the shares of our Series B Convertible Perpetual Preferred Stock (collectively, the "Preferred Stock") each of which we filed with the Secretary of State of the State of Delaware (together, the "Certificate of Designations"), the Preferred Stock ranks senior to our shares of common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock is convertible into common stock and is entitled to an initial liquidation preference, in each case subject to certain limitations outlined in the Certificates of Designations. Further, holders of Preferred Stock are entitled to vote with the holders of common stock on an as-converted basis, solely with respect to (i) a change of control transaction (to the extent such change of control transaction is submitted to a vote of the holders of common stock) or (ii) the issuance of capital stock by the Company in connection with an acquisition by the Company (to the extent such issuance is submitted to a vote of the holders of common stock), subject to certain restrictions. Holders of the Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company's organizational documents that have an adverse effect on the Preferred Stock, authorizations or issuances by the Company of securities that are senior to the Preferred Stock, increases or decreases in the number of authorized shares of Preferred Stock, and issuances of shares of the Preferred Stock.

 Any conversion of the Preferred Stock into common stock or exercise of any warrants to purchase our common stock would dilute the ownership interest of existing holders of our common stock, and any sales in the public market of common stock issuable upon such conversion or exercise could adversely affect prevailing market prices of our common stock. In addition, we granted the holders of Preferred Stock registration rights in respect of the Preferred Stock and any shares of common stock issued upon conversion thereof. Holders of Preferred Stock that hold warrants also have registration rights covering the common stock issuable upon exercise of their warrants. These registration rights could facilitate the resale of such securities into the public market, and any resale of these securities would increase the number of shares of our common stock available for public trading. Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

 The interests of the holders of these shares may not always coincide with the interests of our other stockholders. Because of the potential degree of concentration of voting power upon the conversion of Preferred Stock into common stock, the concentration of ownership by these holders may have the effect of adversely impacting actions favored by our other stockholders and could depress our stock price.

 Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

 Our amended and restated certificate of incorporation authorizes our board of directors, without the approval of our stockholders, to issue 100,000,000 shares of our preferred stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our amended and restated certificate of incorporation, as shares of preferred stock in series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The powers, preferences and rights of these additional series of preferred stock may be senior to or on parity with our common stock, which may reduce its value.

 We incur increased costs as a result of operating as a publicly traded company, and our management is required to devote substantial time to new compliance initiatives.

 As a publicly traded company, we incur additional legal, accounting, and other expenses that we did not previously incur. Although we are currently unable to estimate these costs with any degree of certainty, they may be material in amount. In addition, SOX, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules of the SEC, and the NYSE on which our shares of common stock are listed, have imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives as well as investor relations. Moreover, these rules and regulations result in increased legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur additional costs to maintain the same or similar coverage.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk Management and Strategy

 Risk is an inherent component of the Company's strategic activities and operating environment. The ability to effectively identify, assess, measure, respond, monitor, and report on risks is critical to the achievement of the Company's mission and strategic objectives. Cybersecurity risk, including the risk of managing cybersecurity threats, is a key risk integrated into our enterprise risk management ("ERM") program and processes. In addition to cybersecurity risk being included in our annual enterprise risk assessment process, other cybersecurity-related risk assessments, such as threat and vulnerability assessments, are performed regularly. Cybersecurity risk is also considered in the Company's annual fraud risk assessment.

 Annually, the Company completes a National Institute of Standards and Technology ("NIST") Cybersecurity Framework ("CSF") maturity assessment to identify and evaluate the areas of strength and opportunities for improvement. These maturity assessments, which are performed leveraging independent third-party advisors or through self-assessments, evaluate the organization's cyber maturity based on predefined standards and criteria (e.g., NIST Special Publication (SP) 800-66). Results of these assessments commonly set the roadmap for future cybersecurity improvement initiatives.

 Additionally, for third party vendors providing services to the Company, a security risk assessment is completed during vendor due diligence, before execution of agreements. The assessment evaluates, among other areas, the vendors' data security, access identity, endpoint protection and incident management and response capabilities. Vendors are required to either complete a security questionnaire based on the HIPAA Security Rule requirements or provide evidence of a current Service Organization Control report completed by a third-party, Health Information Trust Alliance certification, or similar security and compliance attestation. These risk assessments are refreshed regularly during the duration of an agreement with the vendor, and the results can be used to influence the vendor to make improvements where weaknesses in their security and compliance measures are identified.

 Governance

 Board of Directors

 The Board of Directors has direct responsibility for the risk profile of the Company, as defined by the requirements of the shareholders. Inherently included in the Company's risk profile is the risk of cybersecurity threats. The Audit Committee of the Board of Directors has been delegated the responsibility to oversee the management of risks for the Company, including those pertaining to cybersecurity. The Audit Committee is responsible for:

 • Providing oversight of risks, including but not limited to finance, operations, information technology and information security, privacy, legal and regulatory.
 • Meeting periodically with management to review the Company's significant risks and the steps management has taken to monitor, control or mitigate such risks.
 • Reviewing required disclosures pertaining to risks.

 Cybersecurity risk is a standing agenda topic at quarterly Audit Committee meetings. Common topics discussed include, but are not limited to, cybersecurity risks, threats and vulnerabilities, and the related monitoring activities, as well as progress made with the Company's information security roadmap. The Audit Committee is apprised of the results of cybersecurity risk assessment and prevention/detection activities (e.g., vulnerability scanning, penetration testing, security awareness training) as well as any changes to cybersecurity laws and regulations, current leading practices, and the changing threat landscape.

 Annually, the results of the Company's enterprise risk assessment are presented to the Audit Committee. These results include a discussion on the top enterprise risks (including, when appropriate, cybersecurity risk) identified through the enterprise risk assessment process, controls in place to address the risks, as well as the mitigation plans management will take to address any uncontrolled risks.

 Following most Audit Committee meetings, the Chair of the Audit Committee provides an update to the full Board of Directors at the Board's next regularly scheduled meeting. It is through this update where the Board of Directors would be apprised of any material risks or threats, including those pertaining to cybersecurity matters.

 Management

 Management of risks, including risks of cybersecurity threats, is delegated to the Company's Associate Vice President (AVP) of IT Infrastructure and Security. This leader reports administratively to the Vice President of Technology and has informal reporting relationships with the General Counsel and Chief Audit Executive. The AVP of IT Infrastructure and Security has over 25 years of information technology and security experience and are responsible for the day-to-day information security program objectives. They are also responsible for attending quarterly Audit Committee meetings and reporting results of the cybersecurity program to the Audit Committee, including results of preventative activities (e.g. endpoint protection, security training), ongoing monitoring activities (e.g., vulnerability testing), and remediation activities (e.g., issues identified through audits and assessment activities).

 The Information Security team utilizes various tools and resources to manage and monitor cybersecurity threats, vulnerabilities, and incidents, most of which are delivered through third-party managed services and/or solutions. Examples include, but are not limited to:

 • Endpoint and network device vulnerability identification and scanning
 • Internal and external penetration testing services with an emphasis on on-premise and cloud security
 • Security training and awareness, with an emphasis on phishing threats
 • Third-party security risk assessments
 • NIST CSF assessment tools
 • Security information and event management for monitoring infrastructure events.

 The Company's enterprise threat and vulnerability identification and detection capabilities operate on an ongoing basis, with results reported weekly. The capabilities utilize endpoint sensors and network scanning to meet and maintain leading bad actor tactics and techniques, including machine learning and artificial intelligence, to protect against potential malicious threats or other potentially unwanted programs or identity abuse, including privilege escalation or abuse of least privilege access enforced by the Company.

 Finally, the Company's Disclosure Committee is responsible for assisting the CEO, CFO and Audit Committee to prepare SEC-required disclosures, confirming the Company's disclosure controls and procedures are properly implemented and asserting the complete, accurate, timely and fair presentation of public disclosures. The Disclosure Committee is comprised of the Company's CFO, Chief Accounting Officer, General Counsel, Chief Audit Executive, AVP of IT Infrastructure and Security, and senior members of our external reporting, financial planning and analysis, and tax departments. The Disclosure Committee meets quarterly prior to the issuance of required quarterly SEC filings, and in these meetings relevant cybersecurity risks would be discussed.

 Based on the Company's most recent assessments of cybersecurity risk, as of the date of this Form 10-K, we are not aware of any risk from cybersecurity threats that has caused or is reasonably likely to cause a material effect on the Company's business strategy, results of operations, or financial condition. For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factor under the caption "Risks Related to our Intellectual Property, Information Technology, and Data Privacy" included in Part I, Item 1A. - Risk Factors" in this Form 10-K.

 ITEM 2. PROPERTIES

 We have four corporate offices across the U.S., including our corporate headquarters in Doral, Florida and a key administrative office in Minnesota. We lease or sublease all of our corporate offices, which serve both our NeueCare and NeueSolutions segments. Additionally, we lease 66 properties in two states for our medical offices and clinics aligned to our NeueCare segment.

 We believe that our facilities are adequate for our current operations, however we are continuously assessing the facilities necessary to support our ongoing business.

 ITEM 3. LEGAL PROCEEDINGS

 The information required by this item is incorporated herein by reference to the information included under the caption "Legal Proceedings" in Note 13 of the Notes to Consolidated Financial Statements included in Part II, Item 8 – Financial Statements.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 INFORMATION ABOUT OUR EXECUTIVE OFFICERS

 The following sets forth certain information regarding our executive officers as of March 14, 2025, including the business experience of each executive officer during the past five years:

 Name
 Age
 Position

 G. Mike Mikan
 Chief Executive Officer, President and Director

 Jay Matushak
 Chief Financial Officer

 Tomas Orozco
 Executive Vice President, NeueHealth

 Jeff Craig
 General Counsel and Corporate Secretary

 G. Mike Mikan has served as our Chief Executive Officer and President since April 2020. Mr. Mikan joined as our Vice Chairman and President in January 2019. Prior to joining NeueHealth, Mr. Mikan served as Chairman and Chief Executive Officer of Shot-Rock Capital, LLC, a private investment firm, from January 2015 until December 2018. From January 2013 until December 2014, he served as President of ESL Investments, Inc. Mr. Mikan served as the Interim Chief Executive Officer of Best Buy Co., Inc. from April 2012 until September 2012. From November 1998 through February 2012, he served in various executive positions at UnitedHealth Group, Inc., including as Chief Financial Officer and as Chief Executive Officer of UnitedHealth Group's Optum subsidiary. Mr. Mikan serves as a director of AutoNation, Inc.

 Jay Matushak has served as our Chief Financial Officer since May 2023. Mr. Matushak previously served as Senior Vice President, Bright HealthCare, from November 2022 to May 2023, as Chief Financial Officer of Bright HealthCare from May 2022 to November 2022, as interim Chief Executive Officer of Bright HealthCare from February 2022 to May 2022, and as Chief Financial Officer of Bright HealthCare from October 2021 to February 2022. Before joining NeueHealth, Mr. Matushak served as the Chief Financial Officer of Blue Cross Blue Shield of Minnesota from April 2015 to October 2021. Prior to Blue Cross Blue Shield of Minnesota, Mr. Matushak spent fifteen years at UnitedHealth Group in various financial leadership roles within Optum and UnitedHealthcare.

 Tomas Orozco has served as Executive Vice President for NeueHealth since November 2023. Prior to that, Mr. Orozco served as the Chief Executive Officer of Centrum Medical Holdings, LLC ("Centrum") since August of 2021. Mr. Orozco was the Regional President for Elevance Health overseeing the Medicare line of business across the east coast from August 2017 to January 2021. Prior to this, he served as President of Elevance Health's Florida Medicare Advantage business. Prior to Elevance Health, Mr. Orozco held senior executive roles at various health plans that were portfolio companies of MBF Healthcare Partners, a leading private equity firm concentrated in healthcare.

 Jeff Craig has served as General Counsel and Corporate Secretary since March 2022, and before that served as Vice President, Consumer Care Legal, and Assistant Vice President, Legal since March 2020. Mr. Craig previously served as Vice President, Legal, as well as in other senior legal roles, at MGM Resorts International since 2013. Prior to MGM, Mr. Craig was an in-house attorney with Western Digital Corporation, a Fortune 500 hard drive manufacturer, and a corporate transactional attorney with Gibson Dunn, a leading international law firm.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELEASED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock is traded on the New York Stock Exchange under the symbol "NEUE".

 Holders of our Common Stock

 As of March 14, 2025, there were 147 holders of record of our common stock. The actual number of stockholders is greater than this number of holders of record, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

 Dividends

 We have never declared or paid dividends, and we currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support the operations of our business. Any determination to declare dividends in the future will be at the discretion of our board of directors, subject to applicable laws, and will be dependent on a number of factors, including our earnings, capacity to pay dividends under our credit agreements, capital requirements and overall financial condition. In addition, our ability to pay dividends in the future depends in part on the earnings and distributions of funds from our health insurance subsidiaries. Applicable state insurance laws restrict the ability of such health insurance subsidiaries to declare stockholder dividends and require our health insurance subsidiaries to maintain specified levels of statutory capital and surplus. While we exited the commercial market in 2023, we must maintain the specified levels of statutory capital and surplus throughout an extended runout period. If we elect to pay dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time.

 Sales of Unregistered Securities

 On December 6, 2021 the Company entered into an Investment Agreement (as amended through the date hereof, the "Series A Investment Agreement") with certain subsidiaries of Cigna Corporation and certain affiliates of New Enterprise Associates (collectively, the "Series A Purchasers"), relating to the issuance and sale by the Company to the Purchasers of 750,000 shares of the Company's Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $750.0 million, or $1,000 per share (the "Series A Issuance"). The Series A Issuance was consummated on January 3, 2022. The Series A Issuance was undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof. No advertising or general solicitation was employed relating to the Issuance.

 We entered into an investment agreement as of October 10, 2022 with certain purchasers (as amended through the date hereof, the "Series B Investment Agreement") with certain purchasers (collectively, the "Series B Purchasers"), relating to the issuance and sale by the Company to the Series B Purchasers of 175,000 shares of the Company's Series B Convertible Perpetual Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock"), for an aggregate purchase price of $175.0 million, or $1,000 per share (the "Series B Issuance"). On October 17, 2022, the Series B Issuance was consummated. In connection with the closing of the Series B Issuance, the terms of the Series A Preferred Stock were amended to provide for a weighted average anti-dilution adjustment in connection with issuances of equity-linked securities with a purchase or conversion price less than the optional conversion price of the Series A Preferred Stock. The Series B Issuance was undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof. No advertising or general solicitation was employed relating to the Series B Issuance.

 On August 4, 2023, we entered into a warrantholders agreement (the "2023 NEA Warrantholders Agreement") with NEA 18 Venture Growth Equity, L.P., setting forth the rights and obligations of the Company and the lenders as holders of the warrants to acquire shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of 1,656,789 warrants at a fair market value of $15.12 (closing share price on August 4th, 2023 minus the $0.01 exercise

 price). The 2023 NEA Warrantholders Agreement was entered into in conjunction with a $60.0 million credit agreement with NEA at a weighted-average effective interest rate of 15.00%. On October 2, 2023, we entered into a warrantholders agreement (the "CalSTRS Warrantholders Agreement") with California State Teachers' Retirement System, setting forth the rights and obligations of the Company and the lenders as holders of the warrants to acquire shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of 176,724 warrants at a fair market value of $5.80 (closing share price on October 2, 2023 minus the $0.01 exercise price). The CalSTRS Warrantholders Agreement was entered into in conjunction with a $6.4 million credit agreement with CalSTRS at a weighted-average effective interest rate of 15.00%. The warrants do not contain any exercise contingencies and expire on the fifth anniversary of the first closing date.

 On April 8, 2024, we entered into a warrantholders agreement with New Enterprise Associates 17, L.P., New Enterprise Associates 16, L.P. and New Enterprise Associates 15, L.P. (collectively, the "2024 NEA Lenders")(the "NEA 2024 Warrantholders Agreement") setting forth the rights and obligations of the Company and the lenders as holders of the warrants to acquire shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of 1,113,563 warrants at a fair market value of $6.15 (closing share price on April 8th, 2024 minus the $0.01 exercise price). The 2024 NEA Warrantholders Agreement was entered into in conjunction with Incremental Amendment No. 2 ("Incremental Amendment No. 2") to the 2023 Credit Agreement to provide for a term loan commitment increase in an aggregate principal amount of up to $30.0 million. All warrants under the NEA 2024 Warrantholders Agreement have been issued.

 In connection with executing the Hercules Credit Agreement, on June 21, 2024, the Company and each of the lenders under the Hercules Credit Agreement entered into warrantholder agreements (collectively, the "Hercules Warrantholders Agreement") setting forth the rights and obligations of the Company and such lenders to acquire shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of up to an aggregate of 1,250,000 warrants at a fair market value of $5.14 (closing share price on June 21, 2024 minus the $0.01 exercise price). The Hercules Warrantholders Agreement was entered into in conjunction with the Hercules Credit Agreement to provide up to four tranches of term loans in an aggregate principal amount of $150.0 million. 225,000 warrants under the Hercules Warrantholders Agreement have been issued as of December 31, 2024.

 The 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement contain a dilutive issuance provision providing that the number of shares issuable under outstanding warrants be increased upon issuance by the Company of shares of common stock (or the issuance of securities convertible into, or exchangeable for, shares of common stock), for a market price lower than that of August 29, 2023, in the case of the 2023 Warrantholders Agreement, and April 30, 2024, in the case of the 2024 NEA Warrantholders Agreement. The number of shares issuable under the warrants issued under the 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement were increased by 41,158 as a result of the issuance of 225,000 warrants under the Hercules Warrantholders Agreement on June 21, 2024.

 The issuance of the warrants was undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof. No advertising or general solicitation was employed relating to the issuance of the warrants. In connection with the issuance of the warrants, the terms of the Preferred Stock were amended to provide for a weighted average anti-dilution adjustment in connection with issuances of equity-linked securities with a purchase or conversion price less than the optional conversion price of the Preferred Stock.

 Issuer Purchases of Equity Securities

 None.

 ITEM 6. [Reserved]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion summarizes the significant factors affecting our operating results, financial condition, liquidity, and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements included elsewhere in this Annual Report. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity, and capital resources, and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report, particularly under "Forward-Looking Statements" and Item 1A – Risk Factors.

 Business Overview

 NeueHealth, Inc. was founded in 2015 to transform healthcare. NeueHealth consists of two reportable segments within our continuing operations: NeueCare and NeueSolutions. Additionally, we have one reportable segment in our discontinued operations: Bright HealthCare – Commercial.

 NeueCare. Our value-driven care delivery business that manages risk in partnership with external payors and serves all populations across the ACA Marketplace, Medicare, and Medicaid. NeueCare aims to significantly reduce the friction and current lack of coordination between payors and providers to enable a truly consumer-centric healthcare experience. As of December 2024, NeueCare delivers high-quality in-person and virtual clinical care through its 66 owned primary care clinics within an integrated care delivery system. Through these risk-bearing clinics and our affiliated network of care providers, NeueCare maintained approximately 346,000 consumers, inclusive of 318,000 value-based care consumers and 28,000 fee-for-service consumers.

 NeueSolutions. Our provider enablement business that includes a suite of technology, services, and clinical care solutions that empower providers to thrive in performance-based arrangements. As of December 31, 2024, NeueSolutions had approximately 42,000 value-based care consumers attributed to its REACH ACOs and 123,000 enablement services lives.

 Bright HealthCare – Commercial. Included in our discontinued operations, our Commercial healthcare financing and distribution business focused on commercial plans. In October 2022, we announced that we would no longer offer commercial health plans effective as of the end of 2022.

 Key Factors Affecting Our Performance

 NeueHealth is focused on our mission to connect and align the best local resources in healthcare delivery with the financing of care, driving a superior consumer experience, reducing systemic waste, lowering costs, and optimizing clinical outcomes creating tangible value for all of our customers – payors, consumers and providers. We believe that the growth and future success of our business depends on executing against a number of key factors described below:

 • Expanding our presence in core, highly attractive, and growing Florida and Texas markets through capacity and service expansions, accretive tuck-in clinic acquisitions, and membership growth initiatives.

 • Increasing access to high-quality healthcare for all through growth in new markets, leveraging our proven aligned care model to provide payor-agnostic, value-driven care.

 • Leveraging enablement solutions as a platform for growth in managing all populations.

 • Expanding our provider partnerships, meeting providers where they are and enabling them to thrive in performance-based arrangements.

 • Building on longstanding relationships with existing payors, while also prioritizing engagement and growth with new payors.

 • Continuing to drive strong results in ACO REACH, and our ability to align with high-performing providers through the program.

 • Executing on the efficient run-off of our Bright Healthcare – Commercial business and recapturing excess regulatory capital.

 • Continued right-sizing of our administrative overhead costs to reflect the changes in our legacy businesses and the new organization.

 • Securing additional capital to meet our near-term liquidity requirements.

 Components of Our Results of Operations

 Revenue

 Capitated revenue represents revenue under value-based arrangements entered into by NeueCare's affiliated medical groups in which the responsibility for control of an attributed patient's medical care is partially or wholly transferred to such medical groups. Such revenue includes capitation payments, as well as quality incentive payments, and shared savings distributions payable upon achievement of certain financial and quality metrics. Value-based revenue aligns incentives between the payor, the payor's consumers, and NeueHealth.

 ACO REACH revenue represents the revenue from participation in CMS's ACO REACH program within our NeueSolutions segment. ACOs participate in the ACO REACH Model and assume full risk for the total cost of care of aligned beneficiaries. As part of our participation in the ACO REACH Model, we are guaranteeing the performance of our participating and preferred providers. The intention of the ACO REACH Model is to align and enhance the quality of care for Medicare FFS beneficiaries, while supporting a focus on complex, chronically ill patients, and encouraging physician organizations that have not typically participated in Medicare FFS programs to serve Medicare FFS beneficiaries.

 Service revenue primarily represents revenue from fee-for-service payments received by NeueCare's affiliated medical groups. These include patient copayments and deductibles collected directly from patients and payments from third-party payors based upon contractual terms that define the fee-for-service reimbursement for specific procedures performed.

 The sources of investment income are interest income and realized gains and losses derived from the Company's investment portfolio that is comprised primarily of money market funds and certificates of deposit.

 Operating Expenses

 Medical costs of our continuing business are medical costs we assume from our third-party payor partners associated with our attributed value-based care consumers under full risk delegation arrangements. Medical costs consist of reimbursements to providers for medical services, risk share payments to payors, and quality incentive, management fees and shared savings compensation to providers net of any reinsurance recoveries. The Company contracts with hospitals, physicians and other providers of healthcare primarily within its exclusive provider networks under fee-for-service and value-based arrangements. The majority of medical costs fall under CMS FFS where CMS is paying the claims but NeueHealth is held liable in ACO risk sharing with CMS. Reinsurance arrangements enable us to cede a specified percent of our premiums and claims to our third-party reinsurers. Under such contracts, the reinsurer is paid to cover claims-related losses over a specified amount, which mitigates catastrophic risk. We make quality incentive and shared savings compensation payments to certain providers in accordance with the terms of the contractual arrangement upon the achievement of certain financial and quality metrics.

 For value-based arrangements in which we bear limited risk, we recognize revenue on a net basis. Medical costs incurred from these arrangements are presented net of the associated capitated revenue.

 Operating Costs

 Operating costs are comprised of the expenses necessary to execute the Company's business operations. These include employee compensation for salaries and related benefit costs, share-based compensation, outsourced vendor contracted service and technology fees, professional services, technological infrastructure and service fees, facilities costs and other administrative expenses.

 Bad Debt Expense

 Bad debt expense consists of the provision for current expected credit loss allowances established on amounts due to us from third parties.

 Restructuring Charges

 Restructuring charges are comprised of employee termination benefits, long-lived asset impairments and contract termination costs. The charges included within our continuing operations are those not directly attributable to our decisions to sell our California Medicare Advantage business or to exit the Commercial business for the 2023 plan year.

 Goodwill Impairment

 Goodwill impairment, within our continuing operations, for the year ended December 31, 2023, is comprised of the full impairment of the goodwill assigned to our NeueCare reporting unit. Due to the decline in our stock price and market capitalization the carrying value of the NeueCare reporting unit exceeded its estimated fair value which was determined using a combination of discounted cash flows and market multiples. There was no goodwill on our balance sheet in 2024, and as such there was no goodwill impairment.

 Depreciation and Amortization

 Depreciation and amortization consist of depreciation of property, equipment and capitalized software, as well as amortization of definite-lived intangible assets acquired in business combinations, including customer relationships and trade names.

 Other Income and Expenses

 Interest Expense

 Interest expense consists of cash and paid in-kind ("PIK") interest payments on credit facilities as well as the amortization of discounts on debt and deferred financing charges.

 Warrant Expense

 Warrant expense consists of noncash expense related to the issuance and fair valuing of warrants issued to our lenders.

 Gain on Troubled Debt Restructuring

 Gain on Troubled Debt Restructuring consists of the gain recognized as a result of payment in an amount less than our total indebtedness on our revolving credit agreement with JPMorgan Chase Bank, N.A. (the "Agent") and a syndicate of banks (the "2021 Credit Agreement") terminating all liabilities under the 2021 Credit Agreement.

 Income Tax Expense (Benefit)

 Income tax expense (benefit) consists primarily of changes to our current and deferred federal tax assets and liabilities net of applicable valuation allowances.

 Loss from Discontinued Operations

 Bright HealthCare - Commercial premium revenue

 Premium revenue for Bright HealthCare - Commercial, within discontinued operations, consists of retroactive adjustments to Advance Premium Tax Credit subsidies that are based on consumers' income levels and compensated directly by the federal government, as well as adjustments related to the ACA risk adjustment program, which adjusts premium revenue based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses.

 Bright HealthCare - premium revenue

 There was no Bright HealthCare premium revenue for the year ended December 31, 2024, as we completed the sale of our California Medicare Advantage business effective January 1, 2024. For the year ended December 31, 2023, the sources of premium revenue for Bright HealthCare, within discontinued operations, were Medicare Part C premiums related to consumers' medical benefit coverage and Part D premiums related to consumers' prescription drug benefit coverage. Medicare Part C premiums are comprised of CMS monthly capitation premiums that are risk adjusted based on CMS defined formulas using consumers' demographics and prior-year medical diagnoses. Medicare Part D premiums are comprised of CMS monthly capitation premiums that are risk adjusted, consumer billed premiums and CMS low-income premium subsidies for the Company's insurance risk coverage. Medicare Part D premiums are subject to risk sharing with CMS under the risk corridor provisions based on profitability of the Part D benefit.

 The sources of investment income are interest income and realized gains and losses derived from the Company's investment portfolio that is comprised of debt securities of the U.S. government and other government agencies, corporate investment grade, money market funds and various other securities.

 For the year ended December 31, 2024, medical costs within discontinued operations consist of the run out of our Commercial products. For the year ended December 31, 2023 medical costs within discontinued operations consisted of reimbursements to providers for medical services, costs of prescription drugs, supplemental benefits, reinsurance and quality incentive and shared savings compensation to providers in relation to our Medicare Advantage business and the run out of our Commercial products. The Company contracted with hospitals, physicians and other providers of healthcare primarily within its exclusive provider networks under fee-for-service and value-based arrangements. Emergency medical services incurred out-of-network are a covered benefit to consumers and reimbursed to providers according to the Company's payment policies that are based on applicable regulations. Prescription drug costs were determined based on the contracts with our pharmacy benefits managers, which includes pharmacy rebates that are received for certain drug utilization levels or contracted minimums. Dental, vision, and other supplemental medical services were provided to consumers under capitated arrangements. Reinsurance arrangements enable us to cede a specified percent of our premiums and claims to our third-party reinsurers. Under such contracts, the reinsurer is paid to cover claims-related losses over a specified amount, which mitigates catastrophic risk. We made quality incentive and shared savings compensation payments to certain providers in accordance with the terms of the contractual arrangement upon the achievement of certain financial and quality metrics.

 Operating Costs

 For the year ended December 31, 2024, operating costs within discontinued operations is costs incurred in support of the runout operations of our Commercial business as well as the gain on the sale of our California Medicare Advantage business. For the year ended December 31, 2023, operating costs within discontinued operations were direct expenses primarily incurred in the operation of our California Medicare Advantage business and support of the runout operations of our Commercial business. These include employee compensation for salaries and related benefit costs, outsourced vendor contracted service and technology fees, professional services, technological infrastructure and service fees and other administrative expenses.

 Restructuring Charges

 Restructuring charges are comprised of employee termination benefits, long-lived asset impairments and contract termination costs.

 Goodwill Impairment

 The 2023 Goodwill impairment within our discontinued operations is comprised of the impairment of our Bright HealthCare reporting unit. This impairment was driven by the $100.0 million decrease in the purchase price and additional contingencies and Tangible Net Equity ("TNE") adjustments in connection with the sale of our California Medicare Advantage business. To estimate the fair value of the Bright HealthCare reporting unit we reduced the $500.0 million purchase price by $175.8 million, the amount, at December 31, 2023, that was subject to contingencies and TNE adjustments that create uncertainties in what would be the final adjusted purchase price as well as the transaction costs incurred to complete the sale. As the carrying value of the Bright HealthCare reporting unit exceeded the calculated fair value, we recognized an impairment of our goodwill. There was no impairment for the year ended December 31, 2024.

 Business Update

 Since our founding, we have been committed to uniquely aligning the interests of payors, providers, and consumers to deliver a better healthcare experience for all. As the healthcare industry continues to evolve and shift towards value-based care, we are confident in the future of our differentiated, value-driven care model focused on our two go-forward business segments, NeueCare and NeueSolutions.

 Our NeueCare segment is focused on delivering value-driven, consumer-centric care through our owned clinics and partnerships with affiliated providers. We believe that when we tightly align the interests of stakeholders clinically, financially, and through data and technology, we can deliver better health outcomes and a truly personalized care experience.

 In 2025, we expect to continue to drive growth in our NeueCare segment, strengthening relationships with our existing payor partners, engaging in new payor partnerships, and continuing to attract and retain consumers through our value-driven model. We see our ability to effectively manage a diverse population mix – agnostic of product category – as a key differentiator that will fuel future growth.

 Our NeueSolutions segment is our provider enablement business focused on partnering with independent providers and medical groups to enable them to succeed in performance-based arrangements. NeueSolutions also supports our NeueCare business with care management, referral management, and other population health tools and capabilities. This business reflects our core and overarching focus on aligning interests to maximize value for all and represents a significant growth opportunity as more providers look to enter risk-bearing arrangements. We believe NeueSolutions provides a strong platform for our Company to continue to grow, enter new provider partnerships and manage a diverse population base. Specifically, we see potential growth opportunities to serve additional Medicaid consumers in partnership with Federally Qualified Health Centers and other provider groups, provided that Medicaid funding is not subject to significant cuts or restructuring or other proposed legislative changes.

 Sale of California MA Business

 On January 1, 2024, we closed the sale of our California Medicare Advantage business, which consisted of Brand New Day and Central Health Plan, to Molina. Concurrent with the close of the sale, we also announced that we made the final repayment on our amended credit facility with J.P. Morgan as administrative agent. This eliminated the Company's secured debt and was a significant step as it allows us to further focus on our value-driven care delivery and provider enablement business.

 We believe our differentiated care model and ability to serve all populations in performance-based arrangements puts us in a strong position to capture this growing opportunity in 2024 and beyond.

 NEA Merger Agreement

 On December 23, 2024, NeueHealth entered into the NEA Merger Agreement with NH Holdings 2025, Inc., a Delaware corporation ("Parent"), and NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "NEA Merger"), through acquisition by the Parent at a price of $7.33 per common share in cash, with the Company surviving the NEA Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc ("NEA"). If the NEA Merger is consummated, the Company's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

 Key Metrics and Non-GAAP Financial Measures

 In addition to our GAAP financial information, we review a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate our business plan and make strategic decisions. The following table provides the approximate numbers of consumers and patients served as of December 31, 2024 and 2023.

 2024
 2023

 Value-Based Care Consumers
 360,000
 355,000

 Enablement Services Lives
 123,000
 106,000

 Key Metrics

 Value-Based Care Consumers

 Value-based care consumers are consumers attributed to providers contracted under various value-based care delivery models in which the responsibility for control of an attributed patient's medical care is transferred, in part or wholly, to our NeueHealth owned or affiliated medical groups. We believe growth in the number of value-based care consumers is a key indicator of the performance of our NeueHealth business. It also informs our management of the operational, clinical, technological and administrative functional area needs that will require further investment to support expected future patient growth. We saw a year over year increase in value-based care consumers of approximately 4,000 consumers. Our focus is to continue to grow the number of value-based care consumers through third-party payor relationships.

 Enablement Services Lives

 Enablement services lives represent members attributed to NeueHealth by provider partner groups that are outside of the NeueHealth owned network. We bring the people, process, and technology platforms necessary to manage the administrative support for these value-based and risk arrangement members, on behalf of our provider partners. As a result of the value we drive, we ended the year with approximately 123,000 enablement services lives under contract within those organizations.

 ($ in thousands)
 2024
 2023

 Net Loss
 $
 (99,717)
 $
 (1,265,808)

 Adjusted EBITDA (1)

 $
 22,496
 $
 (8,480)

 (1)See "Non-GAAP Financial Measures" below for reconciliations to the most directly comparable financial measures calculated in accordance with GAAP and related disclosures.

 Non-GAAP Financial Measures

 Adjusted EBITDA

 We define Adjusted EBITDA as Net Loss excluding (income) loss from discontinued operations, interest expense, income taxes, transaction related costs, depreciation and amortization, share-based and long-term incentive compensation expense, restructuring and contract termination costs, impairment of goodwill and intangible assets, losses related to the bankruptcy of one of our ACO REACH partners, changes in the fair value of equity securities and derivatives, changes in the fair value of contingent consideration. Adjusted EBITDA has been presented in this Annual Report as a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP, because we believe it assists management and investors in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA is useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

 Adjusted EBITDA is not a recognized term under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, this measure is not intended to be a measure of free cash flow available for management's discretionary use as we do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentation of this measure has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentation of this measure may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

 The following table provides a reconciliation of Net loss to Adjusted EBITDA for the periods presented:

 2024
 2023

 $
 (99,717)
 $
 (1,265,808)

 (Income) Loss from Discontinued Operations
 (2,341)
 638,066

 EBITDA adjustments from continuing operations:

 18,701
 38,203

 Income tax (benefit) expense
 2,597
 (1,428)

 Transaction related costs (a)

 19,301
 23,252

 Depreciation and amortization (h)

 14,658
 18,296

 Share-based and other long-term incentive compensation expense (b)

 68,824
 83,692

 Restructuring and contract termination costs (e)

 6,990

 Impairment of goodwill and long-lived assets (h)

 2,880
 401,659

 ACO REACH care partner bankruptcy (g)

 3,475
 36,454

 Change in fair value of warrant liability (d)

 3,661

 Change in fair value of contingent consideration (i)

 —
 (1,827)

 Held-for-sale operations (f)

 19,812
 —

 Gain on troubled debt restructuring (c)

 (30,311)
 —

 EBITDA adjustments from continuing operations
 124,554
 619,262

 Adjusted EBITDA
 $
 22,496
 $
 (8,480)

 (a)Transaction related costs include accounting, tax, valuation, consulting, legal and investment banking fees directly relating to financing initiatives and acquisitions or dispositions. These costs can vary from period to period and impact comparability, and we do not believe such transaction costs reflect the ongoing performance of our business. Included within transaction costs is $14.2 million of compensation expense that was recognized in relation to the purchase of the minority interest in Centrum for the year ended December 31, 2024. There was no compensation expense included within transaction costs for the year ended December 31, 2023.
 (b)Represents non-cash compensation expense related to stock option and restricted stock unit award grants, which can vary from period to period based on several factors, including the timing, quantity and grant date fair value of the awards. Also includes estimated compensation expense that the Company has the option to pay in cash or shares of $6.4 million for the year ended December 31, 2024, which is a 2024-only deviation from the long-term incentive award plan.
 (c)Beginning in the first quarter of 2024, Adjusted EBITDA excludes the impact of gains on troubled debt restructuring. The comparable periods in 2023 have been recast to exclude these impacts.
 (d)Represents the non-cash change in the fair value of the warrant liability established for warrants included in our financing arrangements, which are remeasured at fair value each reporting period.
 (e)Restructuring and contract termination costs represent severance costs as part of a workforce reduction, amounts paid for early termination of leases, and impairment of certain long-lived assets primarily relating to our decision to exit the Commercial business for the 2023 plan year.
 (f)Beginning in the second quarter of 2024, Adjusted EBITDA excludes the impact of our operations classified as held-for-sale. For the year ended December 31, 2024, $11.4 million of intangible asset impairment expense was incurred as a result of classifying operations as held-for-sale. The comparable periods in 2023 have been recast to exclude these impacts.
 (g)Represents the costs expected to be incurred as a result of one of our ACO REACH care partners filing for bankruptcy; includes the full allowance established for the outstanding receivable and ongoing costs incurred to manage and provide service to members attributed to the care partner that would have otherwise been reimbursed prior to the care partner's bankruptcy.
 (h)Adjustment has been updated to remove the impact of our held-for-sale operations that are adjusted for in their entirety as described in (f).
 (i)Represents the change in fair value of contingent consideration from business combinations, which is remeasured at fair value each reporting period.

 Results of Operations
 The following table summarizes our audited consolidated statements of income (loss) data for the years ended December 31, 2024 and 2023:

 Consolidated Statements of Income (loss) and operating data:
 2024
 2023

 $
 $

 50,393
 44,438

 Investment income (loss)
 1,044

 Total revenue
 936,657
 1,160,802

 742,140
 996,582

 273,900
 287,138

 27,407

 6,990

 —

 Intangibles impairment
 —

 15,646
 18,296

 Total operating costs
 1,044,067
 1,737,798

 (107,410)
 (576,996)

 18,701
 38,203

 Warrant expense
 3,661

 Gain on troubled debt restructuring
 (30,311)
 —

 Loss from continuing operations before income taxes
 (115,359)
 (629,170)

 2,597
 (1,428)

 Net loss from continuing operations
 (117,956)
 (627,742)

 Gain (Loss) from discontinued operations, net of tax
 2,341
 (638,066)

 (115,615)
 (1,265,808)

 Net (earnings) loss from continuing operations attributable to noncontrolling interests
 (34,963)
 114,354

 Series A preferred stock dividend accrued
 (42,184)
 (40,139)

 Series B preferred stock dividend accrued
 (9,466)
 (9,006)

 Net loss attributable to NeueHealth, Inc. common shareholders
 $
 (202,228)
 $
 (1,200,599)

 Adjusted EBITDA
 $
 22,496
 $
 (8,480)

 Operating Cost Ratio (1)

 29.2
 %
 24.7%

 _______________________
 (1)Operating Cost Ratio is defined as operating costs divided by total revenue.

 Total revenue decreased by $224.1 million, or (19.3)%, for the year ended December 31, 2024, as compared to the same period in 2023. The decrease is driven by the decrease in our ACO REACH revenue aligned with our NeueSolutions segment which contributed $271.2 million of the decrease in total revenue, primarily driven by a decrease of approximately 20,000 aligned beneficiaries. The decrease in aligned beneficiaries is driven by the loss of the aligned beneficiaries to our former care partner Babylon as a result of their 2023 bankruptcy. Partially offsetting the decrease in ACO REACH revenue is a $40.1 million, or 18.2%, increase in our capitated revenue due to increased membership through our third-party payor contracts as compared to the year ended December 31, 2023. Service revenue increased $6.0 million, or 13.4%, as compared to the year ended December 31, 2023 driven by revenue from our enablement services contracts.

 Medical costs decreased by $254.4 million, or 25.5%, for the year ended December 31, 2024, as compared to the same period in 2023. The decrease in medical costs was primarily driven by a decrease in beneficiaries aligned to our REACH ACOs.

 Operating costs decreased by $13.2 million, or 4.6%, for the year ended December 31, 2024, as compared to the same period in 2023. The decrease in operating costs was primarily due to a decrease in professional fees incurred in the 2024 periods as compared to the 2023 periods; specifically, in 2023 we incurred transaction costs as we worked towards the sale of the California Medicare Advantage business while in 2024 there was no equivalent activity.

 Our operating cost ratio of 29.2% for the year ended December 31, 2024 increased by 450 basis points as compared to the same period in 2023. The increase is driven by the decrease in revenue due to a decline in our ACO REACH aligned beneficiaries outweighing the decreases in our operating costs that have continued to decrease as part of our restructuring efforts.
 Bad debt expense decreased by $27.4 million for the year ended December 31, 2024, as compared to the same period in 2023. During the year ended December 31, 2023 one of our ACO REACH care partners filed for bankruptcy in the third quarter resulting in a full allowance being established on the corresponding receivables. For the year ended December 31, 2024 there were no similar instances of a care partner filing for bankruptcy and no significant bad debt expense was incurred above standard credit loss allowances.

 Our restructuring costs decreased by $6.0 million for the year ended December 31, 2024, as compared to the same period in 2023. This decrease was driven by $5.9 million of restructuring charges related to employee termination benefits for the year ended December 31, 2023 as compared to $1.0 million for the year ended December 31, 2024.
 Goodwill impairment expense decreased $401.4 million for the year ended December 31, 2024, as compared to the same period in 2023. For the year ended December 31, 2023, due to the decline in our stock price and market capitalization, we fully impaired the goodwill assigned to our NeueCare reporting segment; there was no equivalent activity for the year ended December 31, 2024.
 We recognized $11.4 million in impairments of intangible assets as a result of classifying AssociatesMD Medical Group, Inc. ("AMD") as held-for-sale. In our held-for-sale analysis we concluded the carrying value of the AMD disposal group exceeded its estimated fair value set equivalent to an expected sale price; as such we fully impaired all long-lived assets. We recognized no impairments of intangible assets for the year ended December 31, 2023.
 Depreciation and amortization decreased by $2.7 million, or 14.5%, for the year ended December 31, 2024, as compared to the same period in 2023. The decrease is primarily driven by a corresponding decrease in property and equipment assets as well as intangible assets.

 Interest expense decreased $19.5 million, or 51.0%, for the year ended December 31, 2024, as compared to the same period in 2023. The decrease is primarily due to the payoff of the 2021 Credit Agreement in January 2024.

 We recognized warrant expense of $3.7 million for the year ended December 31, 2024, as compared to $14.0 million in the same period in 2023. This is a result of the 2023 Warrantholders Agreement executed in conjunction with the 2023 Credit Agreement. In the third quarter of 2023 we recognized the expense for the warrants available to be issued under the 2023 Warrantholders Agreement executed in conjunction with the 2023 Credit Agreement. In 2024, we continued to fair value the warrants available to be issued under the 2023 Warrantholders Agreement as well as the warrantholders agreements executed in conjunction with the commitment increase of the 2023 Credit Agreement and the Hercules Credit Agreement in the second quarter of 2024.

 Income tax expense was $2.6 million for the year ended December 31, 2024, as compared to the $1.4 million income tax benefit for the year ended December 31, 2023. The impact from income taxes varies from the federal statutory rate of 21.0% due to state income taxes, changes in the valuation allowance for deferred tax assets and adjustments for permanent differences. The tax expense recognized during the year ended December 31, 2024 primarily relates to estimated state income taxes attributable to income earned in separate filing states without state net operating loss carryforwards. The benefit for the year ended December 31, 2023 largely relates to the removal of the accrued amortization of originating goodwill from asset acquisitions and estimated state income taxes attributable to income earned in separate filing states without state net operating loss carryforwards.

 Loss from discontinued operations decreased by $640.4 million for the year ended December 31, 2024, as compared to the same period in 2023. The decrease is primarily driven by the sale of the California Medicare Advantage business that occurred in January 2024, significantly decreasing our total discontinued operations. Additionally, the decrease is attributable to being two years into the runout of our Commercial business as of December 31, 2024 as compared to only one year into runout as of December 31, 2023.

 Statements of income (loss) and operating data:
 2024
 2023

 40,646
 41,559

 —

 Total unaffiliated revenue
 301,238
 261,333

 Affiliated revenue
 12,489
 5,876

 Total segment revenue
 313,727
 267,209

 Operating expenses

 131,541
 97,483

 128,672
 119,922

 —
 4,984

 —

 —

 Intangible asset impairment
 —

 12,538
 12,651

 Total operating expenses
 284,162
 636,555

 $
 29,565
 $
 (369,346)

 NeueCare capitated revenue increased by $40.1 million, or 18.2%, for the year ended December 31, 2024, as compared to the same period in 2023. The increase was a result of increased membership through our third-party payor contracts as compared to the year ended December 31, 2023. Our Value-Based Care Consumers within NeueCare increased approximately 10,000 from December 31, 2023 to December 31, 2024.

 NeueCare's service revenue decreased $0.9 million for the year ended December 31, 2024, as compared to the same period in 2023. The decrease in NeueCare's service revenue for the year ended December 31, 2024 was primarily driven by a change in our estimated implicit price concessions for our fee-for-service contracts to reflect more current collection trends.

 NeueCare's investment income increased by $0.7 million for the year ended December 31, 2024, as compared to the same period in 2023. The investment income in the current year is attributable to a financial guarantee with a third-party payor invested in a certificate of deposit; there were no equivalent investments in the same periods in 2023.

 Affiliated revenue increased to $12.5 million for the year ended December 31, 2024, as compared to $5.9 million for the year ended December 31, 2023. The increase in affiliated revenue is due to fluctuations in ACO surplus at our owned providers.

 Medical costs increased by $34.1 million, or 34.9%, for the year ended December 31, 2024, as compared to the same period in 2023. The increase is partially a result of increases in our value-based care lives through third-party payor contracts including an increase of $10.3 million in provider capitation paid to our external affiliate partners for the year ended December 31, 2024. Additionally, the increase is partially attributable to shifts from partial risk share arrangements in 2023 to full risk share arrangements in 2024 for certain of our payor partners.

 Operating costs increased by $8.8 million, or 7.3%, for the year ended December 31, 2024, as compared to the same period in 2023. The increase is primarily driven by higher payroll expense to support the increase in value-based care lives attributed to third-party payor contracts.
 Goodwill impairment expense decreased $401.4 million for the year ended December 31, 2024, as compared to the same period in 2023. For the year ended December 31, 2023, due to the decline in our stock price and market capitalization, we fully impaired the goodwill assigned to our NeueCare reporting segment; there was no equivalent activity for the year ended December 31, 2024.
 We recognized $11.4 million in impairments of intangible assets as a result of classifying AMD as held-for-sale. In our held-for-sale analysis we concluded the carrying value of the AMD disposal group exceeded its estimated fair value set equivalent to an expected sale price; as such we fully impaired all long-lived assets. We recognized no impairments of intangible assets for the year ended December 31, 2023.
 NeueCare's bad debt expense decreased by $5.0 million for the year ended December 31, 2024, as compared to the same period in 2023. For the year ended December 31, 2023 we recognized bad debt expense as a result of a change in our expectation and estimation of the collectability of certain asset pools. For the year ended December 31, 2024 changes in our estimated collectability was primarily recognized as a reduction in revenue as implicit price concessions.

 Depreciation and amortization remained relatively flat for the year ended December 31, 2024, as compared to the same period in 2023.

 ($ in thousands)

 Statements of income (loss) data:
 2024
 2023

 9,747
 2,879

 Total revenue
 635,086
 899,383

 Operating expenses

 623,089
 904,986

 17,243
 14,474

 22,423

 Total operating expenses
 640,349
 941,883

 $
 (5,263)
 $
 (42,500)

 NeueSolutions' ACO REACH revenue decreased by $271.2 million, or 30.2% for the year ended December 31, 2024. The decrease is primarily driven by a decrease of approximately 20,000 aligned beneficiaries for the year ended December 31, 2024, as compared to the same period in 2023. The decrease in aligned beneficiaries is driven by the loss of the aligned beneficiaries to our former care partner Babylon as a result of their 2023 bankruptcy.

 NeueSolutions' service revenue increased by $6.9 million, for the year ended December 31, 2024, as compared to the same period in 2023. The increase in service revenue was driven by revenue from our enablement services contracts.

 NeueSolutions' medical costs decreased by $281.9 million, or 31.1%, for the year ended December 31, 2024, as compared to the same period in 2023. The decrease in medical costs is attributable to a decrease of approximately 20,000 aligned beneficiaries for the year ended December 31, 2024, as compared to the same period in 2023.

 NeueSolutions' operating costs increased by $2.8 million, or 19.1%, for the year ended December 31, 2024, as compared to the same period in 2023. These increases were driven by the additional technology expenses supporting the growing enablement services business.
 Bad debt expense decreased by $22.4 million for the year ended December 31, 2024, as compared to the same period in 2023. During the year ended December 31, 2023 one of our ACO REACH care partners filed for bankruptcy in the third

 quarter resulting in a full allowance being established on the corresponding receivables. For the year ended December 31, 2024 there were no similar instances of a care partner filing for bankruptcy and no significant bad debt expense was incurred above standard credit loss allowances.

 Liquidity and Capital Resources

 We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses on a short-term and long-term basis are for geographic and service offering expansion, acquisitions, and other general corporate purposes. We have historically funded our operations and acquisitions primarily through the sale of preferred stock, sales of our common stock and debt financing arrangements.

 We believe that the existing cash on hand and investments will not be sufficient to satisfy our anticipated cash requirements for the next twelve months following the date the consolidated financial statements contained in this Annual Report are issued, for items such as IFP risk adjustment payables, medical costs payable, remaining obligation to the deconsolidated entity, and other liabilities. In response to these conditions, management continues to implement plans to drive positive operating cash flow and achieve the requirements in the existing debt agreements to access additional liquidity. However, the Company may not fully collect the remaining $10.0 million of indemnity-related contingent consideration associated with the sale of the California Medicare Advantage business, may not be able to access other tranches of the loan and security agreement with Hercules Capital, Inc., and may not be able to recapture through dividends additional cash from its regulated insurance entities, as these matters are all subject to conditions that are not fully within the Company's control. In the event the Company is unable to access this additional liquidity or take other management actions, among other potential consequences, the Company forecasts that it will be unable to satisfy its obligations. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern.

 As of December 31, 2024, we had $185.4 million in cash and cash equivalents and $17.4 million in short-term investments across our continuing and discontinued operations. As of December 31, 2024, we had no long-term investments across our continuing and discontinued operations. As of December 31, 2023, we had $375.3 million in cash and cash equivalents, $35.6 million in short-term investments, and no long-term investments across our continuing and discontinued operations. Our cash and investments are held at non-regulated entities and regulated insurance entities.

 As of December 31, 2024, we had non-regulated cash and cash equivalents of $83.3 million and non-regulated short-term investments of $9.9 million. As of December 31, 2024, we had no non-regulated long-term investments. As of December 31, 2023, we had non-regulated cash and cash equivalents of $87.3 million, and non-regulated short-term investments of $6.3 million. As of December 31, 2023, we had no non-regulated insurance entity long-term investments.

 As of December 31, 2024, we had regulated insurance entity cash and cash equivalents of $102.1 million and short-term investments of $7.5 million. As of December 31, 2024, we had no regulated insurance entity long-term investments. As of December 31, 2023, we had regulated insurance entity cash and cash equivalents of $288.0 million and short-term investments of $29.4 million. As of December 31, 2023, we had no regulated insurance entity long-term investments.

 Cash and investment balances held at regulated insurance entities are subject to regulatory restrictions and can only be accessed through dividends declared to the non-regulated parent company or through reimbursements from administrative services agreements with the parent company. The Company declared $39.2 million of dividends approved for payment from the regulated insurance entities the year ended December 31, 2024 and no dividends from the regulated insurance entities during the year ended December 31, 2023. The regulated legal entities are required to hold certain minimum levels of risk-based capital and surplus to meet regulatory requirements. Our regulated subsidiaries had a net deficit of statutory capital and surplus of $211.3 million and $225.0 million, as of December 31, 2024 and 2023, respectively. We are out of compliance with the minimum levels of capital for certain of our regulated insurance legal entities.

 Indebtedness

 In March 2021, we entered into a $350.0 million revolving credit agreement with JPMorgan Chase Bank, N.A. (the "Agent") and a syndicate of banks (the "2021 Credit Agreement"), which was set to mature on February 28, 2024. On

 January 2, 2024, the Termination (as defined below) occurred and, as of that date we had no outstanding borrowings on the 2021 Credit Agreement.

 On December 27, 2023, we entered into an agreement regarding our 2021 Credit Agreement with the Agent providing that upon closing of the sale of our California Medicare Advantage business, and payments of $274.6 million to the Agent and $24.1 million to the issuers of letters of credit outstanding under the 2021 Credit Agreement, all liabilities of the Company under the 2021 Credit Agreement would be terminated (other than those under the outstanding letters of credit that remained outstanding thereafter) (collectively, the "Termination"). These amounts were paid on January 2, 2024, and on that date the Termination occurred, and we had no outstanding borrowings under the 2021 Credit Agreement.

 On August 4, 2023, the Company entered into a Credit Agreement (as amended, supplemented, restated or otherwise modified from time to time, the "2023 Credit Agreement"), among the Company, NEA and the lenders from time to time party thereto (together with NEA and each of their respective successors and assigns, the "Lenders") to provide for a credit facility pursuant to which, among other things, the lenders have provided $60.0 million delayed draw term loan commitments. The Company may borrow delayed draw term loans under such commitments at any time and from time to time on or prior to the date that is nine months after the effective date of the 2023 Credit Agreement, subject to the satisfaction or waiver of customary conditions. Borrowings under the 2023 Credit Agreement accrue interest at a rate per annum of 15.00%, payable quarterly in arrears at the Company's election, subject to limitations set forth in the Fourth Waiver (as defined below) in respect of cash payments under the 2023 Credit Agreement, either in cash or "in kind" by adding the amount of accrued interest to the principal amount of the outstanding loans under the 2023 Credit Agreement. The 2023 Credit Agreement contains covenants that, among other things, restrict the ability of the Company and its subsidiaries to make certain restricted payments, incur additional debt, engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates, change its business or make investments.

 In connection with the 2023 Credit Agreement, on August 4, 2023, the Company and the Lenders entered into a warrantholders agreement setting forth the rights and obligations of the Company and the Lenders as holders (in such capacity, the "Holders") of the warrants to acquire shares of Common Stock at an exercise price of $0.01 per share (the "Warrants"), and providing for the issuance of the Warrants to purchase up to 1,656,789 shares of Common Stock.

 On October 2, 2023, the Company, the Existing Lender, and California State Teachers' Retirement System, as an incremental lender (the "New Lender"), entered into Incremental Amendment No. 1 to the 2023 Credit Agreement to provide for a commitment increase by the New Lender under the 2023 Credit Agreement. Loans under Incremental Amendment No. 1 have the same terms as loans under the original term loan commitments provided by the Existing Lender.

 In connection with Incremental Amendment No. 1, on October 2, 2023, the Company and the New Lender entered into a warrantholders agreement setting forth the rights and obligations of the Company and the New Lender as a holder of Warrants, and providing for the issuance of the Warrants to purchase up to 176,724 shares of Common Stock. See Note 5, Borrowings and Common Stock Warrants, for additional information regarding the 2023 Credit Agreement, Incremental Amendment No. 1 and the Warrantholders Agreement.

 On April 8, 2024, the Company and NEA 18 Venture Growth Equity, L.P., New Enterprise Associates 17, L.P., New Enterprise Associates 16, L.P. and New Enterprise Associates 15, L.P. (collectively, the "NEA Lenders") entered into Incremental Amendment No. 2 ("Incremental Amendment No. 2") to the 2023 Credit Agreement to provide for a term loan commitment increase in an aggregate principal amount of up to $30.0 million by the NEA Lenders under the 2023 Credit

 Agreement. Loans under Incremental Amendment No. 2 of the 2023 Credit Agreement have the same terms as loans under the original term loan commitments provided by the NEA Lenders.

 On June 21, 2024, in conjunction with closing on the Hercules Credit Agreement (as defined below), the Company entered into an amendment ("Amendment No. 3") to the 2023 Credit Agreement to modify the maturity date of the 2023 Credit Agreement to be August 31, 2028, 91 days subsequent to the maturity of the Hercules Credit Agreement.

 As of December 31, 2024, we had $96.4 million of long-term borrowings under the 2023 Credit Agreement. There are no available borrowings under the 2023 Credit Agreement.

 In connection with Incremental Amendment No. 2, on April 8, 2024, the Company and the NEA Lenders entered into a warrantholders agreement setting forth the rights and obligations of the Company and the NEA Lenders as holders of the warrants to acquire up to 1,113,563 shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of warrants. See Note 5, Borrowings and Common Stock Warrants, for additional information regarding the 2023 Credit Agreement, Incremental Amendment No. 2 and the Warrantholders Agreement.

 On June 21, 2024, the Company entered into a loan and security agreement (the "Hercules Credit Agreement"), among the Company and Hercules Capital, Inc. ("Hercules") to provide for a credit facility pursuant to which, among other things, Hercules has provided up to four tranches of term loans in an aggregate principal amount of $150.0 million, which mature on June 1, 2028. The four tranches are as follows:

 Tranche 1: $30.0 million term loan at closing.

 Tranche 2: up to $25.0 million term loan was available from November 10 – December 31, 2024, subject to the following conditions: (i) the Company has achieved the "Consolidation Condition" or the "2025 Stars Condition" (each as defined in the Hercules Credit Agreement), and (ii) there has been no material adjustments to the expected payment amount of the "Consolidation and Adjustment Escrow Amount" after giving effect to the "CHP Enrollee Adjustment", if any (each as defined in the Hercules Credit Agreement); in each case, based upon written evidence provided to, reviewed and approved by Hercules in its reasonable discretion.

 Tranche 3: up to $45.0 million term loan that will be available from February 15 – September 15, 2025, subject to the following conditions: (i) the Company has satisfied in full the CMS Settlement and the ACO REACH Deficit Obligation (each as defined in the Hercules Credit Agreement), and (ii) after giving effect to the aforementioned clause (i) and the draw down in full of the available Tranche 3 Advances, the Loan Parties maintain Qualified Cash (as defined in the Hercules Credit Agreement) in an amount greater than or equal to $22,500,000; in each case based upon written evidence provided to, reviewed and approved by Hercules in its reasonable discretion.

 Tranche 4: up to $50.0 million term loan that was available from June 21, 2024 and ending on June 1, 2027, upon further approval by Hercules's investment committee.

 In connection with executing the Hercules Credit Agreement, on June 21, 2024, the Company and each of the lenders under the Hercules Credit Agreement entered into warrant agreements setting forth the rights and obligations of the Company and such lenders as holders of the warrants to acquire up to an aggregate of 1,250,000 shares of Common Stock at an exercise price of $0.01 per share, and providing for the issuance of warrants. See Note 5, Borrowings and Common Stock Warrants, for additional information regarding the Hercules Credit Agreement and the Hercules Warrantholders Agreement.

 The 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement contain a dilutive issuance provision providing that the number of shares issuable under outstanding warrants be increased upon issuance by the Company of shares of common stock (or the issuance of securities convertible into, or exchangeable for, shares of common stock) with a market price lower than that of August 29, 2023, in the case of the 2023 Warrantholders Agreement, and April 30, 2024, in the case of the NEA 2024 Warrantholders Agreement. The number of shares issuable under the warrants issued under the 2023 Warrantholders Agreement and NEA 2024 Warrantholders Agreement were increased by 41,158 as a result of the

 issuance of 225,000 warrants under the Hercules Warrantholders Agreements on June 21, 2024. As of the date of this report no warrants are available to be issued under the NEA 2024 Warrantholders Agreement.

 On October 29, 2024, the Company entered into a Unit Purchase Agreement with Medical Practice Holding Company, LLC, RRD Healthcare, LLC ("RRD") ("Seller"), Centrum and the other parties named therein (the "Centrum Transaction"), pursuant to which we purchased RRD's remaining 25% equity interest in Centrum for a total consideration of $102.0 million, which included a secured promissory note ("Centrum Promissory Note") we issued in the principal amount of $64.0 million bearing a cash interest rate of 6% per annum, payable monthly. It is due on October 29, 2028 and all or any portion may be prepaid at any time without penalty or premium. This note is secured by second priority liens on substantially all assets of the Company and its subsidiaries.

 As part of the Centrum Transaction, NeueHealth agreed to pay the former holders of the P-Unit Awards, on behalf of RRD, $2.0 million due in 2025 and another $6.0 million due in 2028 in return for the cancellation of the P-Unit Awards.

 As of December 31, 2024, we had letters of credit unrelated to the 2021 Credit Agreement of $16.5 million, as well as surety bonds of $19.7 million. On our Consolidated Balance Sheets, $26.4 million of the cash and cash equivalents and $9.9 million of the short-term investments is restricted as collateral.

 Preferred Stock Financing

 On January 3, 2022, we issued 750,000 shares of the Company's Series A Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $750.0 million. We used a portion of the proceeds to repay in full our $155.0 million of outstanding borrowings under the 2021 Credit Agreement on January 4, 2022.

 On October 17, 2022, we issued 175,000 shares of the Company's Series B Preferred Stock, par value $0.0001 per share (together with the Series A Preferred Stock, the "Preferred Stock") for an aggregate purchase price of $175.0 million.

 For additional information on the Preferred Stock, see Note 9, Preferred Stock, in our consolidated financial statements of this Annual Report.

 Cash Flows

 The following table presents a summary of our cash flows for the periods shown:

 2024
 2023

 Net cash used in operating activities

 $
 (123,217)
 $
 (2,726,546)

 Net cash provided by investing activities

 186,894
 1,119,630

 Net cash (used in) provided by financing activities

 (253,552)
 49,906

 Net decrease in cash and cash equivalents

 $
 (189,875)
 $
 (1,557,010)

 Cash and cash equivalents at beginning of year

 375,280
 1,932,290

 Cash and cash equivalents at end of year

 $
 185,405
 $
 375,280

 Operating Activities

 During the year ended December 31, 2024, net cash used in operating activities was $123.2 million as compared to $2.7 billion of net cash used in operating activities for the same period in 2023. This fluctuation was primarily driven by our Commercial business being in the first year of runout in 2023. Specifically, throughout 2023 we settled the majority of our risk adjustment and medical costs payable for the 2022 plan year. While there were some payments made in 2024 as the runout of the Commercial business continued, they were not as significant as they were in 2023. Our 2024 operating cash flows more closely aligned to our continuing operations.

 Investing Activities

 During the year ended December 31, 2024, net cash provided by investing activities was $186.9 million as compared to $1.1 billion for the same period in 2023,. The decrease was primarily attributable to a decrease in the proceeds of investment sales of $2.0 billion during the year ended December 31, 2024, as compared to the year ended December 31, 2023; we sold a significant portion of our investment portfolio in 2023 to have sufficient funds to settle the majority of our risk adjustment payable for the 2022 plan year; we did not have equivalent activity for the year ended December 31, 2024. Investment purchases also decreased by $822.1 million during the year ended December 31, 2024, as compared to the same period in 2023.

 Financing Activities

 During the year ended December 31, 2024, net cash used in financing activities was $253.6 million compared to net cash provided by financing activities of $49.9 million during the year ended December 31, 2023. This fluctuation is a result of the payoff of our short-term debt using a portion of the proceeds from the sale of our California Medicare Advantage business during 2024. There was no equivalent debt payoff activity during the year ended December 31, 2023.

 Critical Accounting Policies and Estimates

 Our management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenue, and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in estimates, if any, are reflected in the consolidated financial statements prospectively from the date of change in estimates.

 While our significant accounting policies are described in more detail in the notes to the consolidated financial statements appearing elsewhere in this Annual Report, we believe the following accounting policies used in the preparation of our consolidated financial statements require the most significant judgments and estimates.

 Value-based Risk Sharing Programs with Payors

 Our participation in value-based care models, such as shared savings/shared-risk and capitated risk-sharing arrangements are geared towards fostering care coordination, enhancing the quality of care delivered, and aligning incentives around the healthcare expenditures for assigned beneficiaries. The accounting for these arrangements involves estimation given the inherent uncertainties involved in measuring current performance due to the significant lag time for items such as claims information. Changes to these estimates over time have the potential to impact our financial results and overall performance.

 Within our NeueCare segment, we contract with third party payors to provide defined healthcare services needed by an assigned, eligible beneficiary in exchange for a predetermined capitation fee and risk sharing bonus. Under these models, we are incentivized to coordinate care for aligned beneficiaries by sharing a percentage of net savings (upside risk) or bearing losses on excessive costs (downside risk). We contract separately with each payor; the criteria used to determine the risk sharing bonus vary including the amount of upside risk (surplus) and downside risk (deficit) we assume for aligned beneficiaries. Under each arrangement there is a targeted medical loss ratio; if the actual medical loss ratio is less than the target then a surplus is earned that the payor must pay, however if the medical loss ratio exceeds the target, we recognize a deficit and must pay the payor.

 Our surplus or deficit under the capitation arrangements varies based on the percentage of the third party payors' premiums that are allocated to the risk sharing formula, and the ultimate costs of the covered services, including (i) the capitation payments we are entitled to and (ii) the costs of claims paid to third-party providers for any necessary covered services.

 Medical Costs Payable

 Medical costs payable includes estimates for the costs of healthcare services consumers have received but for which claims have not yet been received or processed. In the previous year medical costs payable included claims related to medical care services covered by the California Medicare Advantage business, which can have a longer claims runout period and therefore greater variability in the estimate of those costs payable. In the current year, as a result of the sale of the California Medicare Advantage business, all claims payable related to medical care services are within the ACO REACH line of business where runout is limited to three months after the end of a performance year per the terms of the ACO REACH Participation Agreement.

 In each reporting period, our operating results include the effects of more completely developed medical costs payable estimates associated with previously reported periods. If the revised estimate of prior period medical costs is less than the previous estimate, we will decrease reported medical costs in the current period (favorable development). If the revised estimate of prior period medical costs is more than the previous estimate, we will increase reported medical costs in the current period (unfavorable development). Medical costs of our continuing operations in 2024 and 2023 included favorable medical cost development related to prior years of $8.1 million and $1.1 million, respectively.

 In developing our medical costs payable estimates, we apply different estimation methods depending on the month for which incurred claims are being estimated. For example, for the most recent months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per consumer (member) per month ("PMPM") medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors.

 Completion Factors: A completion factor measures the percentage of paid claims completion relative to an estimate of the total expected ultimate claims at a given point in time for medical services incurred in a given month. Completion factors are the most significant assumptions used in developing our estimate of medical costs payable. For periods prior to the two or three most recent months, completion factors are typically more complete and deemed credible for reliance in estimating unpaid medical claims. For the most recent two or three months, the completion factors are deemed less credible for reliance, and estimates of incurred claims are derived from prior incurred medical PMPM claims experience and adjusted as appropriate for other considerations such as seasonality, to arrive at forecasted incurred PMPM medical costs to generate estimates of ultimate incurred claims for the most recent three months. There is additional consideration in estimating the ACO REACH claim reserve to account for the limited run out of March 31, 2025 for any 2024 date of service claim. Any claim adjudicated after March 31, 2025 is not a NeueHealth liability per the terms of the ACO REACH Participation Agreement, and a historical run out study informs the Company on how to make reserve adjustments.

 The following table illustrates the sensitivity of the completion factors and the estimated potential impact on our medical costs payable estimates as of December 31, 2024:

 Completion Factors
(Decrease) Increase in Factors
 Increase (Decrease) in Medical Costs Payable

 (3.00)%
 $
 1,745

 (2.00)%
 1,151

 (1.00)%

 1.00%
 (559)

 2.00%
 (1,106)

 3.00%
 (1,643)

 The completion factors analysis above includes a wide range of possible outcomes based on the early stage of development, combined with strong growth, that may drive additional volatility. Management believes the amount of medical costs payable is reasonable and adequate to cover our liability for unpaid claims as of December 31, 2024; however, actual claim payments may differ from established estimates as discussed above.

 Assuming a hypothetical 1% difference between our December 31, 2024 estimates of continuing operations medical costs payable and actual continuing operations medical costs payable net earnings would have increased or decreased by approximately $1.2 million.

 See Note 4 in the Notes to Consolidated Financial Statements for additional detail on our medical costs payable.

 Recently Adopted and Issued Accounting Standards

 See Note 2 in the Notes to Consolidated Financial Statements for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not applicable.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Page

 Report of Independent Registered Public Accounting Firm ( Deloitte & Touche LLP, Minneapolis, Minnesota, PCAOB No. 34)

 Consolidated Balance Sheets

 Consolidated Statements of Income (Loss)

 Consolidated Statements of Comprehensive Income (Loss)

 Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders' Equity (Deficit)

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the shareholders and the Board of Directors of NeueHealth, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of NeueHealth, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), changes in redeemable preferred stock and shareholders' equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a history of operating losses, negative cash flows from operations and does not have sufficient cash on hand or available liquidity to meet its obligations. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Centrum Value-based Risk Sharing Receivables – Refer to Note 2 to the Financial Statements

 Critical Audit Matter Description

 The Company's value-based care provider subsidiary, Centrum, recognizes surplus amounts outstanding related to value-based risk sharing programs with payors within Accounts receivable. The Centrum Value-based Risk Sharing Receivables

 outstanding are estimated using contractual risk sharing formulas which include targeted medical loss ratios, actual premiums, and the ultimate costs of covered services to allocated beneficiaries assigned to the Company under the agreements.

 We identified the Centrum Value-based Risk Sharing Receivables as a critical audit matter because of the significant assumptions made by management in estimating the receivables. This required complex auditor judgment and an increased extent of effort to evaluate the reasonableness of management's assumptions used to develop the recorded receivables.

 How the Critical Audit Matter Was Addressed in the Audit

 Our audit procedures related to Centrum Value-based Risk Sharing Receivables included the following, among others:

 • We tested the design and implementation of management's control over management's estimate of the Centrum Value-based Risk Sharing Receivables balance.

 • Performed a retrospective review comparing management's prior year estimate of the Centrum Value-based Risk Sharing Receivables balance to final settlements made with third-party payors in the current year.

 • Developed an independent estimate of the Value-based Risk Sharing Receivables balance using historical information and data provided to the Company by third-party payors.

 Deloitte & Touche LLP

 Minneapolis, Minnesota

 March 21, 2025

 We have served as the Company's auditor since 2020.

 Consolidated Balance Sheets
 (in thousands, except share and per share data)

 December 31,

 2024
 2023

 Current assets:

 $
 83,295
 $
 87,299

 Short-term investments
 9,871
 6,265

 Accounts receivable, net of allowance of $ 27 and $ 14,023, respectively

 36,594
 39,084

 ACO REACH performance year receivable
 95,075
 115,878

 Current assets of discontinued operations (Note 19)
 173,006
 822,570

 Prepaids and other current assets
 36,807
 17,831

 Total current assets
 434,648
 1,088,927

 Other assets:

 Property, equipment and capitalized software, net
 11,240
 14,499

 Intangible assets, net
 71,064
 93,238

 Other non-current assets
 27,431
 28,816

 Total other assets
 109,735
 136,553

 Total assets
 $
 544,383
 $
 1,225,480

 Liabilities, Redeemable Noncontrolling Interests, Redeemable Preferred Stock and Shareholders' Equity (Deficit)

 Current liabilities:

 Medical costs payable
 $
 124,360
 $
 157,903

 Accounts payable
 6,298
 11,841

 Short-term borrowings
 2,000
 303,947

 Current liabilities of discontinued operations (Note 19)
 344,651
 699,758

 Risk share payable to deconsolidated entity
 123,981
 123,981

 Warrant liability
 29,738

 79,200
 79,856

 Total current liabilities
 710,228
 1,391,257

 Long-term borrowings
 202,614

 Other liabilities
 17,649
 22,441

 Total liabilities
 930,491
 1,480,098

 Commitments and contingencies (Note 13)

 Redeemable noncontrolling interests
 48,580
 88,908

 Redeemable Series A preferred stock, $ 0.0001 par value; 750,000 shares authorized in 2024 and 2023; 750,000 shares issued and outstanding in 2024 and 2023

 747,481
 747,481

 Redeemable Series B preferred stock, $ 0.0001 par value; 175,000 shares authorized in 2024 and 2023; 175,000 shares issued and outstanding in 2024 and 2023

 172,936
 172,936

 Shareholders' equity (deficit):

 Common stock, $ 0.0001 par value; 3,000,000,000 shares authorized in 2024 and 2023; 8,320,959 and 8,053,576 shares issued and outstanding in 2024 and 2023, respectively

 Additional paid-in capital
 3,099,423
 3,056,027

 Accumulated deficit
 ( 4,442,529)
 ( 4,307,849)

 Accumulated other comprehensive loss
 —
 ( 122)

 Treasury stock, at cost, 31,526 shares at December 31, 2024 and 2023

 Total shareholders' equity (deficit)
 ( 1,355,105)
 ( 1,263,943)

 Total liabilities, redeemable noncontrolling interests, redeemable preferred stock and shareholders' equity (deficit)
 $
 544,383
 $
 1,225,480

 See accompanying Notes to Consolidated Financial Statements

 Consolidated Statements of Income (Loss)
 (in thousands, except share and per share data)

 2024
 2023

 $
 $

 50,393
 44,438

 1,044

 Total revenue
 936,657
 1,160,802

 Operating expenses:

 742,140
 996,582

 Operating costs (including gain on disposal of $ 1,185 and $ 0, respectively)

 273,900
 287,138

 27,407

 6,990

 —

 Intangible assets impairment
 —

 15,646
 18,296

 Total operating expenses
 1,044,067
 1,737,798

 ( 107,410)
 ( 576,996)

 18,701
 38,203

 Warrant expense
 3,661

 Gain on troubled debt restructuring
 ( 30,311)
 —

 Loss from continuing operations before income taxes
 ( 99,461)
 ( 629,170)

 2,597
 ( 1,428)

 Net loss from continuing operations
 ( 102,058)
 ( 627,742)

 Gain (Loss) from discontinued operations, net of tax (including gain on disposal of $ 66,201 and $ 0, respectively) (Note 19)

 2,341
 ( 638,066)

 ( 99,717)
 ( 1,265,808)

 Net (income) loss from continuing operations attributable to noncontrolling interests
 ( 34,963)
 114,354

 Series A preferred stock dividend accrued
 ( 42,184)
 ( 40,139)

 Series B preferred stock dividend accrued
 ( 9,466)
 ( 9,006)

 Net loss attributable to NeueHealth, Inc. common shareholders

 $
 ( 186,330)
 $
 ( 1,200,599)

 Basic and diluted (loss) income per share attributable to NeueHealth, Inc. common shareholders

 Continuing operations
 $
 ( 22.93)
 $
 ( 70.72)

 Discontinued operations
 0.28
 ( 80.22)

 Basic and diluted loss per share
 ( 22.65)
 ( 150.94)

 Basic and diluted weighted-average common shares outstanding
 8,226
 7,954

 See accompanying Notes to Consolidated Financial Statements

 Consolidated Statements of Comprehensive Income (Loss)

 2024
 2023

 $
 ( 99,717)
 $
 ( 1,265,808)

 Other comprehensive income:

 Unrealized investment holding gains (losses) arising during the year, net of tax of $ 0 and $ 0, respectively

 1,762

 Less: reclassification adjustments for investment gains (losses), net of tax of $ 0 and $ 0, respectively

 ( 2,545)

 Other comprehensive income
 4,307

 Comprehensive loss
 ( 99,595)
 ( 1,261,501)

 Comprehensive loss (income) attributable to noncontrolling interests
 ( 34,963)
 114,354

 Comprehensive loss attributable to NeueHealth, Inc. common shareholders

 $
 ( 134,558)
 $
 ( 1,147,147)

 See accompanying Notes to Consolidated Financial Statements

 Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders' Equity (Deficit)

 Redeemable Preferred Stock
 Common Stock
 Additional
Paid-In
Capital
 Retained
Earnings
(Deficit)
 Accumulated
Other
Comprehensive
Income (Loss)
 Treasury Stock
 Total

 Shares
 Amount
 Shares*
 Amount

 Balance at December 31, 2022
 920,417
 7,878
 $
 $
 2,972,333
 $
 ( 3,156,395)
 $
 ( 4,429)
 $
 $
 ( 200,490)

 —
 —
 —
 —
 —
 ( 1,151,454)
 —
 —
 ( 1,151,454)

 Issuance of common stock
 —
 —
 —
 —
 —
 —

 Share-based compensation
 —
 —
 —
 —
 83,692
 —
 —
 —
 83,692

 Equity-classified warrants issued
 —
 —
 —
 —
 —
 —
 —
 —
 —

 Equity distributions to non-controlling interest holders
 —
 —
 —
 —
 —
 —
 —
 —
 —

 Purchase of non-controlling interests
 —
 —
 —
 —
 —
 —
 —
 —
 —

 Other comprehensive loss
 —
 —
 —
 —
 —
 —
 4,307
 —
 4,307

 920,417
 8,054
 $
 3,056,027
 $
 ( 4,307,849)
 $
 ( 122)
 $
 $
 ( 1,263,943)

 —
 —
 —
 —
 —
 ( 134,680)
 —
 —
 ( 134,680)

 Issuance of common stock
 —
 —
 —
 —
 —
 —
 —
 —

 Share-based compensation
 —
 —
 —
 —
 62,423
 —
 —
 —
 62,423

 Equity-classified warrants issued
 —
 —
 —
 —
 1,157
 —
 —
 —
 1,157

 Equity distributions to non-controlling interest holders
 —
 —
 —
 —
 ( 7,020)
 —
 —
 —
 —
 ( 7,020)

 Purchase of non-controlling interests
 —
 —
 —
 —
 ( 13,164)
 —
 —
 —
 ( 13,164)

 Other comprehensive loss
 —
 —
 —
 —
 —
 —
 —

 $
 920,417
 8,321
 $
 $
 3,099,423
 $
 ( 4,442,529)
 $
 —
 $
 $
 ( 1,355,105)

 *Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 80 reverse stock split

 See Notes to Consolidated Financial Statements

 Consolidated Statements of Cash Flows

 2024
 2023

 Cash flows from operating activities:

 $
 ( 99,717)
 $
 ( 1,265,808)

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 15,646
 24,167

 Impairment of intangible assets
 —

 Impairment of goodwill
 —
 587,535

 Share-based compensation
 70,207
 83,692

 Payment-In-Kind ("PIK") Interest
 17,005
 —

 Deferred income taxes
 —
 ( 3,063)

 Gain on troubled debt restructuring
 ( 30,311)
 —

 Net accretion of investments
 ( 229)
 ( 17,986)

 Loss on disposal of property, equipment, and capitalized software
 6,418

 Gain on sale of California MA business
 ( 65,210)
 —

 Other, net
 5,135
 1,858

 Changes in assets and liabilities, net of acquired assets and liabilities:

 Accounts receivable
 ( 2,001)
 ( 7,756)

 ACO REACH performance year receivable
 20,803
 ( 16,697)

 Other assets
 ( 10,162)
 191,441

 Medical cost payable
 ( 55,254)
 ( 635,616)

 Risk adjustment payable
 ( 14,311)
 ( 1,652,744)

 Accounts payable and other liabilities
 ( 3,941)
 ( 149,325)

 Unearned revenue
 ( 10,614)

 Warrant liability
 16,924

 Risk share payable to deconsolidated entity
 —
 123,981

 Net cash used in operating activities
 ( 123,217)
 ( 2,726,546)

 Cash flows from investing activities:

 Purchases of investments
 ( 14,963)
 ( 837,074)

 Proceeds from sales, paydowns, and maturities of investments
 7,069
 1,960,283

 Purchases of property and equipment
 ( 2,333)
 ( 2,897)

 Proceeds from sale of business, net
 197,121
 ( 682)

 Net cash provided by investing activities
 186,894
 1,119,630

 Cash flows from financing activities:

 Proceeds from long-term borrowings
 119,804

 Proceeds from short-term borrowings
 2,000
 —

 Repayments of short-term borrowings
 ( 273,636)
 —

 Purchase of non-controlling interests
 ( 93,950)
 —

 Distribution to non-controlling interest holders
 ( 7,770)
 ( 16,494)

 Net cash (used in) provided by financing activities
 ( 253,552)
 49,906

 Net decrease in cash and cash equivalents
 ( 189,875)
 ( 1,557,010)

 Cash and cash equivalents of continuing and discontinued operations– beginning of year
 375,280
 1,932,290

 Cash and cash equivalents of continuing and discontinued operations– end of year
 $
 185,405
 $
 375,280

 Supplemental disclosures of cash flow information:

 Issuance of equity warrants
 $
 1,157
 $
 —

 Changes in unrealized gain (loss) on available-for-sale securities in OCI
 4,307

 See Notes to Consolidated Financial Statements

 NOTE 1. 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.

 The Company's common stock is traded on the New York Stock Exchange (the "NYSE") under the symbol "NEUE".

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation: The consolidated financial statements include the accounts of NeueHealth, Inc. and all subsidiaries and controlled companies. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany balances and transactions are eliminated upon consolidation.

 Use of Estimates: The preparation of our consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Our most significant estimates include medical costs payable, provider risk share arrangements, and valuation and impairment of intangible assets. Actual results could differ from these estimates.

 Capitated Revenue Recognition: Capitated revenue includes revenue earned under capitated agreements recorded in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts With Customers ("ASC 606"). Primary care capitation and global capitation revenue are recognized in the period for which services are covered. Our financial performance pertaining to risk share revenue is evaluated based on the comparison between our year-to-date Medical Loss Ratio ("MLR") and the corresponding target MLR and risk corridor as per our agreements. Revenue is recognized when we can reasonably estimate expected performance.

 As part of our NeueCare business, we are party to arrangements that generate capitated revenue in the form of a predetermined per member per month fee in exchange for providing defined healthcare services needed by an eligible member of the health plan, that is the other party to the arrangement. Per ASC 606, the capitated revenue and corresponding medical costs are presented gross when we serve as the principal in the transaction controlling the path of care in the fulfillment of our obligation and are presented net when we determine that we serve as the agent in the transaction. Additionally, we have concluded that we are precluded from serving as the principal in a transaction where we have a limited financial risk profile, as such we present capitated revenue and corresponding medical costs net when we do not bear a meaningful amount of financial risk for the defined healthcare services and care activities in the fulfillment of our obligation.

 ACO REACH Revenue Recognition: Accountable Care Organizations ("ACO") Realizing Equity, Access, and Community Health ("REACH") revenue is recorded in accordance with ASC 460, Guarantees ("ASC 460"). At the inception of the performance year, NeueHealth measures and recognizes the performance guarantee receivable and obligation, issued in a standalone arm's length transaction, using the practical expedient to fair value as set forth in ASC 460-10-30-2(a). Consistent with ASC 460-10-25-4, which provides that a guarantor shall recognize in its statement of financial position a liability for that guarantee, we estimate the annualized benchmark recognized as the ACO REACH performance year obligation on the Consolidated Balance Sheets. On a periodic basis the Center for Medicare and Medicaid Services ("CMS") adjusts the estimated Performance Year Benchmark based upon revised trend assumptions and changes in attributed membership. CMS will also estimate the shared savings or loss for the REACH ACO periodically based upon the estimated Performance Year Benchmark, changes to membership and various other assumptions. Additionally, when the guarantee is issued in a standalone transaction for a premium, the offsetting entry should be considered received according to ASC 460-10-25-4; as such we recognize the ACO REACH performance year receivable on the Consolidated Balance Sheets. The estimated Performance Year Benchmark is our best estimate of our obligation as we are unable to estimate the potential shared savings or loss due to the "stop-loss arrangement", risk corridor components of the agreement, and a number of variables including but not limited to risk ratings and benchmark trends that could have an inestimable impact on estimated future payments.

 We follow ASC 460-10-35-2(b) to subsequently measure and recognize the performance guarantee, applying a systematic and rational approach to reflect our release from risk. Per ASC 460-10-35-2, depending on the nature of the guarantee, the guarantor's release from risk typically can be recognized over the term of the guarantee using one of three methods: (1) upon expiration or settlement, (2) by systematic or rational amortization, or (3) as the fair value of the guarantee changes. Consistent with method (2), as we fulfill our performance obligation, we amortize the guarantee on a straight-line basis for the amount that represents the completed portion of the performance obligation. For each performance year, the final consideration due to the REACH ACOs by CMS (shared savings) or the consideration due to CMS by the REACH ACOs (shared loss) is reconciled in the year following the performance year.

 The above discussion of the ASC 460 accounting treatment for our ACO REACH revenue is related only to the guarantee of the performance of our ACO REACH care partners and not for the performance of our NeueCare affiliates. The revenue generated

 from the services provided by our NeueCare affiliates is within the scope exception identified within ASC 460-10-15-7(i). a guarantee or an indemnification of an entity's own performance. As such, reported within ACO REACH revenue on the Consolidated Statements of Income (Loss), there is $ 2.2 million and $ 1.8 million, for the years ended December 31, 2024 and 2023, respectively, of revenue presented gross in accordance with ASC 606 related to our NeueCare clinics that are Participating Providers within our REACH ACOs.

 Service Revenue Recognition: We generate service revenue from providing primary care services to patients in our medical clinics. Our service revenues include net patient service revenues that we bill the consumer or their insurance plan on a fee-for-service basis. We recognize this revenue as medical services are rendered. Generally patients who are covered by third-party payors are responsible for related deductibles and coinsurance, which vary in amount. We estimate the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change.

 Additionally, we generate service revenue by providing provider enablement services through our Value Services Organization ("VSO") within NeueSolutions. The provider enablement services include an enablement suite of technology, services and clinical care solutions that empower providers to succeed in value-based care arrangements. Our enablement services are primarily billed on a per member per month basis with revenue recognized as the service period is completed.

 Medical Costs and Medical Costs Payable: Medical costs payable on the Consolidated Balance Sheets consists primarily of the liability for claims processed but not yet paid, estimates for claims received but not yet processed, estimates for the costs of health care services that attributed consumers have received but for which claims have not yet been submitted, and any calculated provider risk share deficit.

 The estimates for claims incurred but not reported ("IBNR") include estimates for claims which have not been received or fully processed. IBNR estimates are developed using an actuarial process that is consistently applied and centrally controlled. The actuarial models consider factors such as historical submission and payment data, cost trends, customer and product mix, seasonality, utilization of health care services, contracted service rates and other relevant factors.

 In developing our medical costs payable estimates, we apply different estimation methods depending on the month for which incurred claims are being estimated. For the most recent months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per consumer per month medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors. For months prior to the most recent months, we apply the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months. These estimates may change as actuarial methods change or as underlying facts upon which the estimates are based change. Management believes the amount of medical costs payable is the best estimate of our liability as of December 31, 2024; however, actual payments may differ from those established estimates. Note 4, Medical Costs Payable, discusses the development of paid and incurred claims and provides a rollforward of medical costs payable.

 Quality incentive and shared savings payables to providers are calculated under the contractual terms of each respective agreement. Medical costs payable included $ 16.0 million and $ 2.4 million under these contracts at December 31, 2024 and 2023, respectively.

 Cash and Cash Equivalents: Cash and cash equivalents include cash and investments with maturities of three months or less as of the reporting date.

 Investments: We invest in money market funds and certificates of deposit.

 We determine the appropriate classification of investments at the time they are acquired and evaluate the appropriateness of such classifications at each balance sheet date. Realized gains and losses for all investments are included in investment income. The basis for determining realized gains and losses is the specific-identification method.

 Credit Risk Concentration: We maintain cash in bank accounts that frequently exceed federally insured limits. To date, we have not experienced any losses on such accounts.

 Restricted Cash and Investments: We hold pledged certificates of deposit, surety bonds, and cash as financial guarantees to certain payors and for certain lease requirements. Restricted investments are carried at amortized cost and are included in cash and cash equivalents and short-term investments in the Consolidated Balance Sheets. Refer to Note 13, Commitments and Contingencies for balances of these restricted financial assets at December 31, 2024 and 2023.

 Accounts Receivable, Net of Allowance: Receivables are reported net of amounts for expected credit loss. The allowance for doubtful accounts is based on historical collection trends, future forecasts and our judgment regarding the ability to collect specific accounts. Balances are carried at original invoice amount less contractual allowances, implicit price concessions, and estimates made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer's financial condition and credit history, and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. At December 31, 2024 and 2023, accounts receivable was reported net of allowance of $ 0.0 million and $ 14.0 million, respectively. The 2023 allowance related primarily to accounts receivable of AssociatesMD Medical Group, Inc. ("AMD"), which was sold in the fourth quarter of 2024.

 Bad Debt Expense: During the years ended December 31, 2024 and 2023, our bad debt expense was comprised of the allowance recorded per our current expected credit loss policy. Additionally, during the year ended December 31, 2023, we recorded bad debt expense of $ 27.4 million. Our bad debt expense primarily related to one of our ACO REACH care partners filing for bankruptcy during the year ended December 31, 2023. There were no similar instances of provider or care partner credit losses during the year ended December 31, 2024.

 Reinsurance Recoveries: We seek to limit the risk of loss on our ACO REACH contracts through the use of reinsurance agreements. These agreements do not relieve us of our primary obligations. Refer to Note 16, ACO REACH for additional explanation of our arrangements to mitigate risk.

 Value-based Risk Sharing Programs with Payors: Our participation in value-based care models, such as shared savings/shared-risk and capitated risk-sharing arrangements are geared towards fostering care coordination, enhancing the quality of care delivered, and aligning incentives around the healthcare expenditures for assigned beneficiaries. The accounting for these arrangements involves estimation given the inherent uncertainties involved in measuring current performance due to the significant lag time for items such as claims information. Changes to these estimates over time have the potential to impact our financial results and overall performance.

 Within our NeueCare segment, inclusive of Centrum Medical Holdings, LLC ("Centrum") and Premier Medical Associates of Florida, LLC ("PMA"), we contract with third party payors to provide defined healthcare services needed by an assigned, eligible beneficiary in exchange for a predetermined capitation fee and risk sharing bonus. Under these models, we are incentivized to coordinate care for aligned beneficiaries by sharing a percentage of net savings (upside risk) or bearing losses on excessive costs (downside risk). We contract separately with each payor; the criteria used to determine the risk sharing bonus vary including the amount of upside risk (surplus) and downside risk (deficit) we assume for aligned beneficiaries. Under each arrangement there is a targeted medical loss ratio; if the actual medical loss ratio is less than the target then a surplus is earned that the payor must pay, however if the medical loss ratio exceeds the target, we recognize a deficit and must pay the payor.

 Our surplus or deficit under the capitation arrangements varies based on the percentage of the third party payors' premiums that are allocated to the risk sharing formula, and the ultimate costs of the covered services, including (i) the capitation payments we are entitled to and (ii) the costs of claims paid to third-party providers for any necessary covered services.

 The value-based risk share receivables and value-based risk share payables are reported within accounts receivable and medical costs payable, respectively, on the Consolidated Balance Sheets. As of December 31, 2024 and 2023, we had value-based risk share receivables of $ 28.7 million and $ 22.5 million, and value-based risk share payables of $ 9.2 million and $ 9.5 million, respectively.

 ACO REACH Provider Risk Sharing: We have provider risk sharing agreements in place for our ACO REACH arrangements with Participating Providers. The accounting for provider risk share arrangements involves estimation given the inherent uncertainties involved in measuring current performance due to the significant lag time for items like claims run-out. Changes to these estimates over time have the potential to impact our financial results and overall performance.

 The ACO REACH Model incentivizes the Participating Providers to manage the total cost of care of the Medicare fee-for-service ("FFS") population aligned to their corresponding REACH ACO. Our REACH ACOs contract directly with CMS to assume the total costs of care risk for Medicare FFS beneficiaries attributed to our Participating Providers within our ACOs. Annually, after a runout period, CMS will perform a settlement process to determine if CMS owes the REACH ACOs payment for surplus (benchmark revenue exceeds actual claim costs incurred for the ACOs attributed beneficiaries) or if the REACH ACO must reimburse CMS for deficits (claim costs incurred for ACO's attributed beneficiaries exceeds the benchmark revenue). We recognize the expected settlement when it becomes both probable and estimable.

 Our REACH ACOs contract separately with each of our Participating Provider groups. The terms of these contracts vary including the amount of upside (surplus) and downside (deficit) risk the Participating Provider has agreed to assume for aligned beneficiaries and administrative fees charged by the Participating Provider and REACH ACO. Payments to the Participating Providers under these contracts increase NeueHealth's medical costs. Administrative fees charged, and deficits expected to be recovered from Provider Partners under these contracts result in a decrease in medical costs.

 Prepaids and Other Current Assets: Prepaids and other current assets primarily include provider risk share receivables, reinsurance recoveries receivables, and, as of December 31, 2024 and 2023, warrant assets of $ 5.3 million and $ 0.0 million, respectively.

 Performance Guarantees: Through our participation in the ACO REACH Model, we determined that our arrangements with the providers of our aligned beneficiaries require us to guarantee their performance to CMS. We recognized our obligation to guarantee their performance for the duration of the performance year on the Consolidated Balance Sheets. As we fulfill our obligation, we ratably amortize the guarantee for the amount that represents the completed portion of the performance obligation as ACO REACH revenue on the Consolidated Statements of Income (Loss). ACO REACH revenue is derived from the estimated annual sum of the capitation payments made to the REACH ACOs for services within the scope of the capitation arrangement with CMS and FFS payments from CMS made directly to third-party providers for our aligned beneficiaries. For each performance year, the final consideration due to the REACH ACOs by CMS (shared savings) or the consideration due to CMS by the REACH ACOs (shared loss) is reconciled in the year following the performance year. Periodically during the performance year, CMS will measure the shared savings or loss and adjust the performance benchmark and thus the remaining performance obligation if we are in a probable shared loss position.

 Property, Equipment and Capitalized Software: Property, equipment and capitalized software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful life, ranging from 3 years to 10 years. Leasehold improvements are depreciated over the shorter of the lease term or their useful life. We capitalize costs incurred during the application development stage related to certain software projects for internal use. Costs related to planning activities and post implementation activities are expensed as incurred.

 Impairment of Long-Lived Assets: Property, equipment, capitalized software and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When evaluating long-lived assets with impairment indicators for potential impairment, we first compare the carrying value of the asset to its estimated undiscounted future cash flows. If the sum of the estimated undiscounted future cash flows is less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. We recognize an impairment loss in the amount of the asset's carrying value exceeds the asset's estimated fair value. During the years ended December 31, 2024 and 2023 we recorded an impairment loss on long-lived assets of $ 5.9 million and $ 1.2 million, respectively. Long-lived asset impairment expense is recognized in operating costs in the Consolidated Statements of Income (Loss).

 Operating Leases: We lease facilities and equipment under long-term operating leases that are non-cancelable and expire on various dates. At the lease commencement date, lease right-of-use ("ROU") assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. We include options to extend or terminate an operating lease in the measurement of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. For operating leases, the liability is amortized using the effective interest method and the asset is reduced in a manner so that rent is expensed on a straight-line basis, with all cash flows included within operating activities in the Consolidated Statements of Cash Flows. Rent expense for operating leases is

 recognized on a straight-line basis over the lease term, net of any applicable lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

 When an interest rate is not implicit in a lease, we utilize our incremental borrowing rate for a period that closely matches the lease term. We determine our incremental borrowing rate as the interest rate needed to finance a similar asset over a similar period of time as the lease term. Our ROU assets are included in other non-current assets, and lease liabilities are included in other current liabilities and other liabilities in the Consolidated Balance Sheets.

 We have elected the short-term lease exception for all classes of assets and do not apply recognition requirements for leases of 12 months or less. Expense related to short-term leases of 12 months or less is recognized on a straight-line basis over the lease term. See Note 13, Commitments and Contingencies, for additional information on our operating leases.

 Goodwill and Other Intangible Assets: Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value, as appropriate. Intangible assets are amortized over their estimated useful lives using the straight-line method.

 Identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When evaluating intangible assets with impairment indicators for potential impairment, we first compare the carrying value of the asset to its estimated undiscounted future cash flows. If the sum of the estimated undiscounted future cash flows is less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to its estimated fair value, which is typically based on estimated discounted future cash flows. We recognize an impairment loss in the amount of the asset's carrying value exceeds the asset's estimated fair value. During the year ended December 31, 2024 we recorded an impairment loss on intangible assets of $ 11.4 million, as a result of classifying AMD as held-for-sale, resulting in a write-down of the business' carrying value to the fair value as approximated by the expected sale price. There was no intangible asset impairment within our continuing operations during the year ended December 31, 2023.

 For the year ended December 31, 2023, we fully impaired the goodwill assigned to our NeueCare reporting unit in the amount of $ 401.4 million; this impairment was due to the decline in our stock price and market capitalization. As goodwill was fully impaired as of December 31, 2023 there was no goodwill impairment during the year ended December 31, 2024.

 Operating Costs: Operating costs are recognized as incurred and relate to selling, general and administrative costs not related to medical costs. See Note 14, Segments and Geographic Information for o ur operating costs, by functional classification for the years ended December 31, 2024, and 2023.

 Share-Based Compensation: We recognize compensation expense for share-based awards, including stock options, restricted stock units ("RSUs"), and performance-based restricted stock units ("PSUs") on a straight-line basis over the related service period (generally the vesting period) of the award. Compensation expense related to stock options is based on the fair value on the date of grant, which is estimated using a Black-Scholes option valuation model. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant and the fair value of PSUs is determined using a Monte-Carlo simulation. Share-based compensation expense is recognized in operating costs in the Consolidated Statements of Income (Loss).

 Income Taxes: The federal income tax returns of NeueHealth are completed as a consolidated return. A tax-sharing agreement allocates the consolidated federal tax liability to each company in proportion to the tax liability that would have resulted for each company if computed on a separate return basis.

 Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. Management evaluated the Company's tax positions and concluded that for the years ended December 31, 2024 and 2023, the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. As of the consolidated financial statement date, open tax years subject to potential audit by the taxing authorities are 2021 through 2023 for the federal tax returns and 2020 through 2023 for the state tax returns. We recognize interest and penalties related to income tax matters in income tax expense (benefit).

 Redeemable Noncontrolling Interest: Redeemable noncontrolling interest in our subsidiary whose redemption is outside of our control are classified as temporary equity.

 Net loss per Share: Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net losses attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares.

 Going Concern: The consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 The Company has a history of operating losses, and we generated a net loss of $ 99.7 million for the year ended December 31, 2024. Certain of the Company's insurance subsidiaries have material risk adjustment program obligations remaining related to the Company's discontinued commercial insurance business, totaling $ 276.8 million, as noted further in Note 19, Discontinued Operations.

 As described in Note 5, Borrowings and Common Stock Warrants, in June 2024, we entered into a loan and security agreement with Hercules Capital, Inc. for term loans in an aggregate principal amount of up to $ 150.0 million. We drew $ 30.0 million of this facility in June 2024. Access to the remaining tranches of this facility is subject to several terms and conditions outside of management's control.

 Cash and investment balances held at regulated insurance entities are subject to regulatory restrictions and can only be accessed through dividends declared to the non-regulated parent company or through reimbursements from administrative services agreements with the parent company. The regulated legal entities are required to hold certain minimum levels of risk-based capital and surplus to meet regulatory requirements. As noted further in Note 19, Discontinued Operations, we are out of compliance with the minimum levels for certain of our regulated insurance legal entities. In certain of our other regulated insurance legal entities, we hold surplus levels of risk-based capital, and as we complete the wind-down exercise related to these entities over the next two years, we expect to recapture through dividends and final liquidation actions the remaining cash positions of these entities.

 We believe that the existing cash and investments will not be sufficient to satisfy our anticipated cash requirements for the next twelve months following the date the consolidated financial statements contained in this Annual Report on Form 10-K are issued. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

 In response to these conditions, management continues to implement plans to drive positive operating cash flow and achieve the requirements in the existing debt agreements to access additional liquidity. However, the Company may not fully collect the remaining $ 10.0 million of indemnity-related contingent consideration associated with the sale of the California Medicare Advantage business, may not be able to access other tranches of the loan and security agreement with Hercules Capital, Inc., and may not be able to recapture through dividends additional cash from its regulated insurance entities, as these matters are all subject to conditions that are not fully within the Company's control.

 Given these plans are subject to conditions that are not fully within the Company's control, the Company forecasts that it will be unable to satisfy its obligations. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern.

 The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

 Recently Issued and Adopted Accounting Pronouncements: In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Improvements to Reportable Segment Disclosures, which will require disclosure of incremental segment information on an annual and interim basis for all public entities. The amendments do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for annual reporting beginning with the fiscal year ending December 31, 2024, and for interim periods thereafter. The adoption of this ASU only impacted our disclosures; refer to Note 14 Segment and Geographic Information.

 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which will require incremental income tax disclosures on an annual basis for all public entities. The amendments require that public business entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items meeting a quantitative threshold. The amendments also require disclosure of income taxes paid to be disaggregated by jurisdiction, and disclosure of income tax expense disaggregated by federal, state, and foreign. ASU 2023-09 is effective for annual reporting beginning with the fiscal year ending December 31, 2025. We are currently evaluating the incremental disclosures that will be required in our consolidated financial statements.

 In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of additional information about specific expense categories in the notes to the financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, may be adopted on a prospective or retrospective basis, with early adoption permitted. The Company is currently evaluating the effect that the new guidance will have on our related disclosures.

 There were no other accounting pronouncements that were recently issued and not yet adopted or adopted that had, or are expected to have, a material impact on our consolidated financial position, results of operations, or cash flows.

 NOTE 3. RESTRUCTURING CHARGES

 In October 2022, we announced our decision to further focus our business on our Fully Aligned Care Model, our NeueCare and NeueSolutions segments, and that we would no longer offer commercial plans through Bright HealthCare - Commercial, or Medicare Advantage products outside of California beginning in 2023. In connection with our October 2022 announcement, we incurred restructuring charges throughout 2023 and 2024 to realign and refocus our supporting business resources.

 As a result of these strategic changes, we announced and have taken actions to restructure the Company's workforce and reduce expenses based on our updated business model.

 Restructuring charges by reportable segment and corporate for the years ended December 31, 2024 and 2023 were as follows (in thousands):

 Year Ended December 31, 2024

 Corporate & Eliminations
 Total

 Employee termination benefits
 $
 —
 $
 —
 $
 $

 Long-lived asset impairments
 —
 —
 —
 —

 Contract termination and other costs
 —
 —
 —
 —

 Total restructuring charges
 $
 —
 $
 —
 $
 $

 Year Ended December 31, 2023

 Corporate & Eliminations
 Total

 Employee termination benefits
 $
 —
 $
 —
 $
 5,897
 $
 5,897

 Long-lived asset impairments
 —
 —

 Contract termination and other costs
 —

 Total restructuring charges
 $
 $
 —
 $
 6,860
 $
 6,990

 The $ 0.9 million of long-lived asset impairments is the result of a lease abandonment for one of our corporate office locations during the year ended December 31, 2023.

 Restructuring accrual activity recorded by major type for the years ended December 31, 2024 and 2023 was as follows (in thousands):

 Year Ended December 31, 2024

 Employee Termination Benefits
 Contract Termination Costs
 Total

 Balance at January 1, 2024
 $
 8,389
 $
 —
 $
 8,389

 Charges
 —

 Cash payments
 ( 7,723)
 —
 ( 7,723)

 $
 1,622
 $
 —
 $
 1,622

 Year Ended December 31, 2023

 Employee Termination Benefits
 Contract Termination Costs
 Total

 Balance at January 1, 2023
 $
 24,077
 $
 —
 $
 24,077

 Charges
 5,897
 6,110

 Cash payments
 ( 21,585)
 ( 213)
 ( 21,798)

 $
 8,389
 $
 —
 $
 8,389

 Employee termination benefits are within Other current liabilities, and contract termination costs are within Accounts payable in the Company's Consolidated Balance Sheets.

 NOTE 4. MEDICAL COSTS PAYABLE
 The following table shows the components of the change in medical costs payable for the years ended December 31, (in thousands):

 2024
 2023

 Medical costs payable – January 1

 $
 157,903
 $
 116,021

 Incurred related to:

 Current year

 750,258
 997,687

 Prior year

 ( 8,118)
 ( 1,105)

 Total incurred

 742,140
 996,582

 Paid related to:

 Current year

 648,209
 839,772

 Prior year

 127,474
 114,929

 Total paid

 775,683
 954,701

 Acquired claims liabilities

 —
 —

 Medical costs payable – December 31

 $
 124,360
 $
 157,903

 Medical costs payable attributable to prior years decreased by $ 8.1 million and $ 1.1 million for the years ended December 31, 2024 and 2023, respectively, resulting from claim settlements being less than original estimates. Medical costs payable estimates are adjusted as additional information becomes known regarding claims. There were no significant changes to estimation methodologies in 2024 or 2023. Medical costs payable are primarily related to the current year. There are no reinsurance recovery amounts assumed in medical costs payable at December 31, 2024 or 2023.
 The table below details the components making up the medical costs payable as of December 31, (in thousands):

 2024
 2023

 Claims unpaid
 —

 Payable due to CMS (1)

 17,846
 —

 Provider incentive payable

 15,985
 2,367

 Incurred but not reported (IBNR)

 89,891
 155,536

 Total medical costs payable

 $
 124,360
 $
 157,903

 (1) Payables due to CMS primarily relate to out-of-network claims the Company is required to pay as a result of our ACO REACH Care Partner, Babylon, filing for bankruptcy.

 NOTE 5. BORROWINGS AND COMMON STOCK WARRANTS

 2023 Short-term Borrowings and Troubled Debt Restructuring: In March 2021, we entered into a $ 350.0 million revolving credit agreement with JPMorgan Chase Bank, N.A.(the "Agent") and a syndicate of banks, which was set to mature on February 28, 2024 (the "2021 Credit Agreement").

 On December 27, 2023, we entered into an agreement regarding our 2021 Credit Agreement with the Agent providing that upon closing of the sale of our California Medicare Advantage business, and payments of $ 274.6 million to the Agent and $ 24.1 million to the issuers of letters of credit outstanding under the 2021 Credit Agreement, all liabilities of the Company under the 2021 Credit Agreement would be terminated (other than those under the outstanding letters of credit that remained outstanding thereafter) (collectively, the "Termination"). These amounts were paid on January 2, 2024, and on that date the Termination occurred and we had no outstanding borrowings under the 2021 Credit Agreement.

 As of December 31, 2024 and December 31, 2023 we had $ 0.0 million and $ 303.9 million, respectively, borrowed under the 2021 Credit Agreement at a weighted-average effective annual interest rate of 0.00 % and 10.06 %, respectively. As of December 31, 2023 the letters of credit outstanding under the 2021 Credit Agreement with a principal balance of $ 22.9 million were collateralized at 105 % of the principal balance with restricted cash, reported in cash and cash equivalents on the Consolidated Balance Sheet. As of December 31, 2024 there were no letters of credit outstanding under the 2021 Credit Agreement.

 Upon occurrence of the Termination on January 2, 2024, we recognized a gain on troubled debt restructuring of $ 30.3 million. For the year ended December 31, 2024, the gain on troubled debt restructuring resulted in a decrease of basic and diluted loss per share of $ 3.68. There was no gain on troubled debt restructuring for the year ended December 31, 2023.

 As of December 31, 2024 and December 31, 2023, we had undrawn letters of credit unrelated to the 2021 Credit Agreement of $ 16.5 million and $ 7.9 million, respectively.

 See subsequent paragraph "Centrum Promissory Note and P-Units" for information describing the $ 2.0 million of current maturities of long-term borrowings included within short-term borrowings on the Consolidated Balance Sheets.

 Long-term Borrowings:

 The balances of the Company's long-term borrowing arrangements, and their related details and components of supplemental cash flow information and non-cash operating and financing activity, consist of the following as of and for the years ended (in thousands):

 December 31, 2024

 Unamortized

 Credit Facilities
 Term Principal
 Accrued PIK Principal Additions
 Debt Discounts(3)

 Debt Issuance Costs(3)

 Current Maturities

 $
 96,400
 $
 16,658
 $
 ( 6,168)
 $
 —
 $
 —

 Hercules Credit Agreement
 30,000
 ( 1,055)
 ( 3,512)
 —

 Centrum Promissory Note
 63,950
 —
 —
 —
 —

 Centrum P-units
 8,000
 —
 —
 —
 ( 2,000)

 198,350

 Add:

 Paid-in-kind interest
 16,999

 Less:

 Unamortized debt discount - warrants
 ( 7,223)

 Unamortized debt issuance costs
 ( 3,512)

 Current maturities of long-term borrowings (2)

 ( 2,000)

 Total long-term borrowings
 $
 202,614

 For the Year Ended December 31, 2024

 Annual Interest
 Amortization Expense

 Credit Facilities
 Nominal Rate
 Effective Rate
 Debt Discounts(1)

 Debt Issuance Costs(1)

 Cash Paid for Interest
 Maturity Date

 2021 Credit Agreement
 —
 %
 —
 %
 $
 —
 $
 —
 $
 1,695
 01/2024

 15.0
 %
 16.6
 %
 $
 $
 —
 $
 13,675
 08/2028

 Hercules Credit Agreement
 9.7
 %
 18.7
 %
 $
 $
 $
 1,317
 05/2028

 Centrum Promissory Note
 6.0
 %
 6.0
 %
 $
 —
 $
 —
 $
 10/2028

 Centrum P-Units
 6.0
 %
 6.0
 %
 $
 —
 $
 —
 $
 —
 10/2028

 December 31, 2023

 Unamortized

 Credit Facilities
 Term Principal
 Accrued PIK Principal Additions
 Debt Discounts(3)

 Debt Issuance Costs(3)

 Current Maturities

 $
 $
 —
 $
 —
 $
 —
 $
 —

 Hercules Credit Agreement
 —
 —
 —
 —
 —

 Centrum Promissory Note
 —
 —
 —
 —
 —

 Centrum P-Units
 —
 —
 —
 —
 —

 Add:

 Paid-in-kind interest
 —

 Less:

 Unamortized debt discount - warrants
 —

 Unamortized debt issuance costs
 —

 Current maturities of long-term borrowings (2)

 —

 Total long-term borrowings
 $

 For the Year Ended December 31, 2023

 Annual Interest
 Amortization Expense

 Credit Facilities
 Nominal Rate
 Effective Rate
 Debt Discounts(1)

 Debt Issuance Costs(1)

 Cash Paid for Interest
 Maturity Date

 2021 Credit Agreement
 5.0
 %
 10.1
 %
 $
 —
 $
 —
 $
 36,198
 02/2024

 15.0
 %
 15.0
 %
 $
 —
 $
 —
 $
 2,980
 12/2025

 (1) The amortization expenses are presented in Interest Expense within the Consolidated Statements of Income (Loss).
 (2) The current maturities are presented in Short-term borrowings within the Consolidated Balance Sheets.
 (3) The unamortized debt discounts and debt issuance costs are presented as a direct deduction from the carrying amount of the respective debt instrument on the balance sheet. These are amortized over the term of the respective credit agreements using the effective interest rate method.

 The Company's future annual principal maturities of borrowing arrangements for the years ending December 31, are as follows (in thousands):

 Hercules Credit Agreement
 Centrum
Promissory Note
 Centrum
P-Units
 Total

 2025
 $
 —
 $
 —
 $
 —
 $
 2,000
 $
 2,000

 2026
 —
 —
 —
 —
 —

 2027
 —
 —
 —
 —
 —

 2028
 96,400
 30,000
 63,950
 6,000
 196,350

 2029
 —
 —
 —
 —
 —

 Thereafter
 —
 —
 —
 —
 —

 Total
 96,400
 30,000
 63,950
 8,000
 198,350

 2023 Credit Agreement: On August 4, 2023, the Company entered into a credit agreement (as amended, supplemented, restated or otherwise modified from time to time, the "2023 Credit Agreement"), among the Company, NEA 18 Venture Growth Equity, L.P. ("NEA") and the lenders from time to time party thereto (together with NEA and each of their respective successors and assignors, the "Lenders"), to provide for a credit facility pursuant to which, among other things, the lenders provided $ 60.0 million delayed draw term loan commitments, which are nonconvertible and initially matured on December 31, 2025.

 On October 2, 2023, the Company, NEA, as the existing lender (the "Existing Lender"), and California State Teachers' Retirement System, as an incremental lender ("the New Lender") entered into an amendment ("Incremental Amendment No. 1") to the 2023 Credit Agreement to provide for a term loan commitment increase in an aggregate principal amount of $ 6.4 million by the New Lender under the 2023 Credit Agreement. Loans under Incremental Amendment No. 1 have the same terms as loans under the original term loan commitments provided by the Existing Lender.

 On April 8, 2024, the Company and NEA 18 Venture Growth Equity, L.P., New Enterprise Associates 17, L.P., New Enterprise Associates 16, L.P. and New Enterprise Associates 15, L.P. (collectively, the "NEA Lenders") entered into an amendment ("Incremental Amendment No. 2") to the 2023 Credit Agreement to provide for a term loan commitment increase in an aggregate principal amount of up to $ 30.0 million by the NEA Lenders. Loans under Incremental Amendment No. 2 have the same terms as loans under the original term loan commitments provided by the NEA Lenders.

 On June 21, 2024, in conjunction with closing on the Hercules Credit Agreement, the Company entered into an amendment ("Amendment No. 3") to the 2023 Credit Agreement to modify the maturity date of the 2023 Credit Agreement to be August 31, 2028, 91 days subsequent to the maturity of the Hercules Credit Agreement.

 As we drew on the increased term loan commitment of the 2023 Credit Agreement, in conjunction with the execution of the 2024 NEA Warrantholders Agreement a warrant asset was established for all the warrants available to be issued at the fair value of the warrants on the close date of $ 6.8 million; upon issuing warrants the corresponding portion of the asset will be recorded as a discount on the term loan and amortized over the remaining term of the debt. The warrant asset is presented in prepaids and other current assets on the Consolidated Balance Sheets. With the issuance of warrants in conjunction with our draws on the 2023 Credit Agreement, the total $ 6.8 million balance of the warrant asset was recorded as a discount on debt and as of December 31, 2024, the warrant asset related to the 2023 Credit Agreement was $ 0.0 million.

 We elected to satisfy interest payments through the issuance of additional debt with quarterly paid-in-kind ("PIK") interest payments. As of December 31, 2024, there are no covenant violations or instances of default. The 2023 Credit Agreement does not have a lien against assets of the Company and its subsidiaries.

 Hercules Credit Agreement: On June 21, 2024, the Company entered into a loan and security agreement (the "Hercules Credit Agreement"), among the Company, Hercules Capital, Inc. ("Hercules") and the other parties thereto to provide for a credit facility pursuant to which, among other things, Hercules has provided up to four tranches of term loans in an aggregate principal amount of $ 150.0 million, which mature on June 1, 2028. The four tranches are as follows:

 Tranche 1: $ 30,000,000 term loan at closing on June 21, 2024.

 Tranche 2: up to $ 25,000,000 term loan was available from November 10 – December 31, 2024 subject to the following conditions: (i) the Company achieved the "Consolidation Condition" or the "2025 Stars Condition" (each as defined in the Hercules Credit Agreement), and (ii) the absence of a material adjustment to the expected payment amount of the "Consolidation and Adjustment Escrow Amount" after giving effect to the "CHP Enrollee Adjustment", if any (each as defined in the Hercules Credit Agreement); in each case, as approved by Hercules in its reasonable discretion.

 Tranche 3: up to $ 45,000,000 term loan that will be available from February 15 – September 15, 2025 subject to the following conditions: (i) the Company has satisfied in full the "CMS Settlement" and the "ACO REACH Deficit Obligation" (each as defined in the Hercules Credit Agreement), and (ii) after the draw down in full of the available "Tranche 3 Advances", the loan parties maintain "Qualified Cash" (as defined in the Hercules Credit Agreement) in an amount greater than or equal to $ 22,500,000; in each case as approved by Hercules in its reasonable discretion.

 Tranche 4: up to $ 50,000,000 term loan that was available from June 21, 2024 and ending on June 1, 2027, upon further approval by Hercules's investment committee.

 As the debt was issued on the Hercules Credit Agreement, in conjunction with the concurrent warrantholders agreements entered into on the close date, a warrant asset was established for all the warrants available to be issued at the fair value of the warrants on the close date of $ 6.4 million; upon issuing warrants the corresponding portion of the asset will be recorded as a discount on the term loan and amortized over the remaining term of the debt. The warrant asset is presented in prepaids and other current assets on the Consolidated Balance Sheets. With the issuance of warrants in conjunction with our draw of the first tranche, $ 1.2 million of the warrant asset was recorded as a discount on debt. As of December 31, 2024, the warrant asset related to the Hercules Credit Agreement was $ 5.3 million.

 As of December 31, 2024, we had $ 30.0 million borrowed under the Hercules Credit Agreement and $ 120.0 million of unused borrowing commitments bearing no charge. We elected to satisfy interest payments through the issuance of additional debt with monthly PIK interest payments bearing a cash interest rate of 2.5 % per annum. As of December 31, 2024, there are no covenant violations or instances of default. The Hercules Credit Agreement is secured by first priority liens on substantially all assets of the Company and its subsidiaries.

 Centrum Promissory Note and P-Units: On October 29, 2024, NeueHealth entered into an Agreement with RRD Healthcare, LLC ("RRD") pursuant to which the Company purchased RRD's remaining 25 % equity interest in Centrum. In connection with the transaction, the Company issued a secured promissory note ("Centrum Promissory Note") to RRD in a principal amount of $ 64.0 million bearing a cash interest rate of 6 % per annum, payable monthly. It is due on October 29, 2028 and all or any portion may be prepaid at any time without penalty or premium. As part of the transaction, NeueHealth agreed to pay the former holders of the RRD profit-sharing awards ("P-Unit Awards"), on behalf of RRD, $ 2.0 million due in 2025 and another $ 6.0 million due in 2028 in return for the cancellation of the P-Unit Awards; see Note 13, Commitments and Contingencies for further information on the transaction and treatment of the P-units. The P-Unit Awards started bearing a cash interest rate of 6 % per annum on the transaction date, payable quarterly beginning January 29, 2025.

 As of December 31, 2024, there are no covenant violations or instances of default. The Centrum Promissory Note is secured by second priority liens on substantially all assets of the Company and its subsidiaries.

 Common Stock Warrants:

 2023 Warrantholders Agreement: On August 4, 2023, we entered into a warrantholders agreement (the "NEA Warrantholders Agreement") with NEA 18 Venture Growth Equity, L.P. and the lenders from time-to-time party thereto, setting forth the rights and obligations of the Company and the lenders as holders of the warrants to acquire shares of Common Stock at an exercise price of $ 0.01 per share, and providing for the issuance of warrants. We established a warrant liability of $ 25.1 million on this date, representing the 1.7 million warrants available to be issued under the NEA Warrantholders Agreement at a fair market value of $ 15.12 (closing share price on August 4th, 2023 minus the $ 0.01 exercise price); the warrant liability is reported on our

 Consolidated Balance Sheets. The warrants do not contain any exercise contingencies and expire on the fifth anniversary of the first closing date.

 On October 2, 2023, we entered into a warrantholders agreement (the "CalSTRS Warrantholders Agreement" and together with the "NEA Warrantholders Agreement," the "2023 Warrantholders Agreements") with the New Lender, setting forth the rights and obligations of the Company and the lenders as holders of the warrants to acquire shares of Common Stock at an exercise price of $ 0.01 per share, and providing for the issuance of warrants. We increased the warrant liability by $ 1.0 million on this date, representing the 0.2 million warrants available to be issued under the CalSTRS Warrantholders Agreement at a fair market value of $ 5.80 (closing share price on October 2, 2023 minus the $ 0.01 exercise price); the warrant liability is reported on our Consolidated Balance Sheets. The warrants do not contain any exercise contingencies and expire on the fifth anniversary of the first closing date.

 2024 NEA Warrantholders Agreement: On April 8, 2024, the Company and the NEA Lenders entered into a warrantholders agreement ("2024 NEA Warrantholders Agreement") setting forth the rights and obligations of the Company and the NEA Lenders as holders of the warrants to acquire shares of Common Stock at an exercise price of $ 0.01 per share, and providing for the issuance of warrants. Warrants under the 2024 NEA Warrantholders Agreement have the same terms as warrants issued under the original Warrantholders Agreement executed on August 4, 2023. We established a warrant liability of $ 6.8 million on this date, representing the 1.1 million warrants available to be issued under the 2024 NEA Warrantholders Agreement at a fair market value of $ 6.14 (closing share price on April 8, 2024 minus the $ 0.01 exercise price); the warrant liability is reported on our Consolidated Balance Sheets. The warrants do not contain any exercise contingencies and expire five years from the date the initial warrants are issued under the 2024 NEA Warrantholders Agreement.

 Hercules Warrantholders Agreements: On June 21, 2024, the Company entered into warrantholders agreements (the "Hercules Warrantholders Agreements") with Hercules and the lenders from time-to-time party to the Hercules Credit Agreement, setting forth the rights and obligations of the Company and the lenders as holders of the warrants to acquire an aggregate of 1,250,000 shares of Common Stock at an exercise price of $ 0.01 per share, and providing for the issuance of warrants. The warrants may be settled with cash or net settlement in shares at the determination of the warrantholders. We established a warrant liability of $ 6.4 million on this date, representing the 1.3 million warrants available to be issued under the Hercules Warrantholders Agreements at a fair market value of $ 5.14 (closing share price on June 21, 2024 minus the $ 0.01 exercise price); the warrant liability is reported on our Consolidated Balance Sheets. The warrants do not contain any exercise contingencies and expire on the seventh anniversary of the closing date.

 We account for our common stock warrants at the time of inception as derivatives, utilizing ASC 815 Derivatives and Hedging, by recording a liability equal to the warrants' fair market value that is marked to market at the end of each period. Per the terms of the Warrantholders Agreements, the market value is calculated as the current stock price, at time of calculation, less the $ 0.01 exercise price. As we draw on the available funds, warrants are issued. Warrants issued under the 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement will remain classified as a liability and be marked to market until they are exercised by the warrant holder. Upon exercise, we relieve the associated liability into additional paid-in capital at the fair value of the warrants on the date of exercise, classifying the exercised warrants as equity. Warrants under the Hercules Warrantholders Agreements will remain classified as a liability and be fair valued each period until the warrants are issued to the warrantholder. Upon issuance, we relieve the associated liability into additional paid-in capital at the fair value of the warrants on the date of issuance, classifying the issued warrants as equity.

 The following table shows the components of the change in warrant liability for the periods ended December 31, 2024 and 2023 (in thousands):

 Fair Value

 Balance at January 1, 2023
 $
 —

 Newly executed Warrantholders Agreement
 26,076

 Antidilutive issuances (1)

 —

 Change in fair value of outstanding warrants
 ( 12,105)

 Warrants issued and classified as equity instruments
 —

 Newly executed Warrantholders Agreement
 13,262

 Antidilutive issuances (1)

 Change in fair value of outstanding warrants
 3,450

 Warrants issued and classified as equity instruments
 ( 1,157)

 $
 29,738

 (1) The 2023 Warrantholders Agreement and 2024 NEA Warrantholders Agreement contain a Dilutive Issuance provision providing that the number of shares issuable under outstanding warrants be increased upon issuance by the Company of shares of common stock (or the issuance of securities convertible into, or exchangeable for, shares of common stock) for a market price lower than that of August 29, 2023, in the case of the 2023 Warrantholders Agreement, and April 30, 2024, in the case of the 2024 NEA Warrantholders Agreement. For the period ended December 31, 2024 the number of shares issuable under the warrants issued under the 2023 Warrantholders Agreement and NEA 2024 Warrantholders Agreement were increased by 41,158. The warrants were granted at a fair market value of $ 5.14 (closing share price on June 21, 2024 minus the $ 0.01 exercise price).

 As of December 31, 2024 and December 31, 2023 the warrant liability was $ 29.7 million and $ 14.0 million, respectively. For the periods ended December 31, 2024 and December 31, 2023, we had net warrant expense of $ 3.7 million and $ 14.0 million, respectively.

 As of December 31, 2024 no issued warrants have been exercised. The table below summarizes the number of warrants that remain available to be issued under each of the Warrantholders Agreements as of December 31, 2024:

 2023 Warrantholders Agreement
 —

 2024 NEA Warrantholders Agreement
 —

 Hercules Warrantholders Agreements
 1,025,000

 The Company classifies its warrant liability as Level 2 fair value because they are valued using observable, unadjusted quoted prices in active markets. See Note 19, Discontinued Operations for the full definition of Level 1, Level 2, and Level 3 fair values.

 NOTE 6. PROPERTY, EQUIPMENT AND CAPITALIZED SOFTWARE

 Property, equipment and capitalized software at December 31, 2024 and 2023, consists of the following (in thousands):

 2024
 2023

 Software
 $
 14,273
 $
 14,215

 Leasehold improvements
 5,897
 7,366

 Medical and other equipment
 1,739
 1,111

 Gross property, equipment, and capitalized software

 21,909
 22,692

 Less accumulated depreciation
 ( 10,669)
 ( 8,193)

 Property, equipment, and capitalized software, net
 $
 11,240
 $
 14,499

 Depreciation expense of $ 4.9 million and $ 6.6 million was recognized for the years ended December 31, 2024 and 2023, respectively. Fixed asset impairment expense, reported within operating costs on our consolidated statements of income (loss), of $ 3.2 million and $ 0.3 million was recognized for the years ended December 31, 2024 and 2023, respectively.

 NOTE 7. GOODWILL AND INTANGIBLE ASSETS

 As of December 31, 2024 and 2023, no reportable segments had a net carrying amount of goodwill. For the year ended December 31, 2024 there was no goodwill impairment charge for any segment. For the year ended December 31, 2023, we recognized $ 401.4 million goodwill impairment charge on our NeueCare segment and none for NeueSolutions.

 Historically, we test goodwill for impairment annually at the beginning of the fourth quarter or whenever events or circumstances indicate the carrying value may not be recoverable. Given there was no carrying amount of goodwill at our reportable segments on our annual goodwill impairment measurement date (first day of our fiscal fourth quarter - October 1, 2024), we did not perform an annual goodwill impairment test.

 The carrying values and accumulated amortization for definite-lived intangible assets were as follows as of the years ended (in thousands):

 December 31, 2024
 Weighted Average Life (years)

 Gross Carrying
Amount
 Accumulated
Amortization
 Net Carrying Amount

 Customer relationships
 5.6
 $
 68,770
 $
 28,869
 $
 39,901

 Trade names
 11.5
 40,900
 9,737
 31,163

 Total
 $
 109,670
 $
 38,606
 $
 71,064

 December 31, 2023
 Weighted Average Life (years)

 Gross Carrying
 Amount

 Accumulated
Amortization
 Net Carrying Amount

 Customer relationships
 6.6
 $
 80,021
 $
 26,144
 $
 53,877

 Trade names
 12.2
 48,361
 9,000
 39,361

 Total
 $
 128,382
 $
 35,144
 $
 93,238

 Amortization expense relating to intangible assets of $ 10.8 million and $ 11.7 million was recognized for the years ended December 31, 2024 and 2023, respectively.
 Impairment expense relating to intangible assets for the year ended December 31, 2024 was $ 11.4 million. The current year impairment was a result of classifying AMD as held-for-sale, resulting in a write-down of the business' carrying value to the fair value as approximated by the expected sale price. We used the income approach in our assessment of the fair value of the

 impaired intangible assets. Refer to Note 18, Held-for-Sale Operations for more information. There was no impairment expense relating to intangible assets recognized for the year ended December 31, 2023.
 Estimated full year amortization expense relating to definite-lived intangible assets for each of the next five years ending December 31, is as follows (in thousands):

 2025
 $
 9,952

 2026
 $
 9,952

 2027
 $
 9,952

 2028
 $
 8,673

 2029
 $
 8,673

 NOTE 8. PREFERRED STOCK
 Series A Convertible Preferred Stock

 On January 3, 2022, we issued 750,000 shares of the Company's Series A Convertible Perpetual Preferred Stock, par value $ 0.0001 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $ 750.0 million, or $ 1,000 per share.

 Pursuant to the Certificate of Designations designating the shares of our Series A Preferred Stock and the Certificate of Designations designating the shares of our Series B Convertible Perpetual Preferred Stock (collectively, the "Preferred Stock") each of which we filed with the Secretary of State of the State of Delaware (together, the "Certificate of Designations"), the Preferred Stock ranks senior to our shares of common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

 The Series A Preferred Stock has an initial liquidation preference of $ 1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash ("Compounded Dividends"). Holders of the Series A Preferred Stock are entitled to a dividend at the rate of 5.0 % per annum, accruing daily and payable quarterly in arrears and subject to certain adjustments, as set forth in the Certificate of Designations. Dividends will be payable in cash, by increasing the amount of Compounded Dividends with respect to a share of Series A Preferred Stock, or any combination thereof, at the sole discretion of the Company. The Series A Preferred Stock had accrued Compounded Dividends of $ 120.2 million and $ 78.0 million as of December 31, 2024 and 2023, respectively.

 The Series A Preferred Stock will be convertible at the option of the holders into (I) the number of shares of common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for Compounded Dividends) plus (y) the accrued dividends with respect to each share of Series A Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially approximately $ 364.00 per share and approximately $ 260.34 per share subsequent to the issuance of warrants during the year ended December 31, 2024) as of the applicable conversion date plus (II) cash in lieu of fractional shares, subject to certain anti dilution adjustments. At any time after January 3, 2025, if the closing price per share of Common Stock on the New York Stock Exchange was greater than 175 % of the then effective conversion price (approximately $ 260.34 per share subsequent to the issuance of warrants during the year ended December 31, 2024) for (x) each of at least twenty ( 20) trading days in any period of thirty ( 30) consecutive trading days and (y) the last trading day immediately before the Company provides the holders with notice of its election to convert all of the Series A Preferred Stock into the relevant number of shares of common stock, the Company may elect to convert all of the Series A Preferred Stock into the relevant number of shares of common stock.

 Under the Certificate of Designations, holders of the Series A Preferred Stock are entitled to vote with the holders of the common stock on an as converted basis, solely with respect to (i) a change of control transaction (to the extent such change of control transaction is submitted to a vote of the holders of the common stock) or (ii) the issuance of capital stock by the Company in connection with an acquisition by the Company (to the extent such issuance is submitted to a vote of the holders of the common stock), subject to certain restrictions. Holders of the Series A Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company's organizational documents that have an adverse effect on the Series A Preferred Stock, authorizations or issuances by the Company of securities that are senior to the Series A Preferred

 Stock, increases or decreases in the number of authorized shares of Preferred Stock, and issuances of shares of the Series A Preferred Stock after the Closing Date of January 3, 2022.

 At any time following the fifth anniversary of the original issuance date, the Company may redeem all of the Series A 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 Closing Date and (B) 100 % if the redemption occurs at any time on or after the seventh anniversary of the Closing Date. Upon certain change of control events involving the Company, the holders of the Series A Preferred Stock may, at such holder's election, convert their shares of Series A Preferred Stock into common stock at the then current conversion price or require the Company to purchase all or a portion of such holder's shares of Preferred Stock that have not been so converted at a purchase price per share of Preferred Stock, payable in cash, equal to the greater of (I) (A) if the change of control effective date occurs at any time prior to the seventh anniversary of the Closing Date, the product of 105 % multiplied by the sum of (x) the liquidation preference of such share of Series A Preferred Stock (reflecting increases for Compounded Dividends) plus (y) the accrued dividends in respect of such share of Series A Preferred Stock as of the change of control purchase date and (B) if the change of control effective date occurs on or after the seventh anniversary of the Closing Date, the sum of (x) the liquidation preference (reflecting increases for Compounded Dividends) of such share of Series A Preferred Stock plus (y) the accrued dividends in respect of such share of Series A Preferred Stock as of the change of control purchase date and (II) the consideration that would have been payable in connection with such change of control if such share of Series A Preferred Stock had been converted into common stock immediately prior to the change of control.
 Series B Convertible Preferred Stock

 On October 10, 2022, we entered into an investment agreement with certain purchasers relating to the issuance of 175,000 shares of the Company's Series B Convertible Perpetual Preferred Stock, par value $ 0.0001 per share (the "Series B Preferred Stock"), for an aggregate purchase price of $ 175.0 million, or $ 1,000 per share. The close of the Series B Preferred Stock issuance occurred on October 17, 2022 (the "Series B Closing Date").

 The Series B Preferred Stock ranks senior to the shares of the Company's common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock has an initial liquidation preference of $ 1,000 per share, which shall increase by Compounded Dividends. Holders of the Series B Preferred Stock are entitled to a dividend at the rate of 5.0 % per annum, accruing daily and payable quarterly in arrears and subject to certain adjustments, as set forth in the Series B Certificate of Designations. Dividends will be payable in cash, by increasing the amount of liquidation preference (Compounded Dividends) with respect to a share of Series B Preferred Stock, or any combination thereof, at the sole discretion of the Company. The Series B Preferred Stock had accrued Compounded Dividends of $ 20.3 million and $ 10.8 million as of December 31, 2024 and 2023, respectively.

 The Series B Preferred Stock will be convertible at the option of the holders into (I) the number of shares of common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for Compounded Dividends) plus (y) 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 (initially approximately $ 113.60 per share and approximately $ 90.72 per share subsequent to the issuance of warrants during the year ended December 31, 2024) as of the applicable conversion date plus (II) cash in lieu of fractional shares, subject to certain anti dilution adjustments. At any time after the third anniversary of the Series B Closing Date, if the closing price per share of common stock on the NYSE was greater than 287 % of the then effective Series B Conversion Price (approximately $ 90.72 per share subsequent to the issuance of warrants during the year ended December 31, 2024) for (x) each of at least twenty ( 20) trading days in any period of thirty ( 30) consecutive trading days and (y) the last trading day immediately before the Company provides the holders with notice of its election to convert all of the Series B Preferred Stock into the relevant number of shares of common stock, the Company may elect to convert all of the Series B Preferred Stock into the relevant number of shares of common stock.

 Under the Series B Certificate of Designations, holders of the Series B Preferred Stock are entitled to vote with the holders of the common stock on an as converted basis, solely with respect to (i) a change of control transaction (to the extent such change of control transaction is submitted to a vote of the holders of the common stock) or (ii) the issuance of capital stock by the Company in connection with an acquisition by the Company (to the extent such issuance is submitted to a vote of the holders of

 the common stock), subject to certain restrictions. Holders of the Series B Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company's organizational documents that have an adverse effect on the Series B Preferred Stock, authorizations or issuances by the Company of securities that are senior to the Series B Preferred Stock, increases or decreases in the number of authorized shares of Series B Preferred Stock, and issuances of shares of the Series B Preferred Stock after the Series B Closing Date.

 At any time following the fifth anniversary of the original issuance date, the Company may redeem 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 Series B Closing Date and (B) 100 % if the redemption occurs at any time on or after the seventh anniversary of the Series B Closing Date. Upon certain change of control events involving the Company, the holders of the Series B Preferred Stock may, at such holder's election, convert their shares of Series B Preferred Stock into common stock at the then current conversion price or require the Company to purchase all or a portion of such holder's shares of Preferred Stock that have not been so converted at a purchase price per share of Preferred Stock, payable in cash, equal to the greater of (I) (A) if the change of control effective date occurs at any time prior to the seventh anniversary of the Series B Closing Date, the product of 105 % multiplied by the sum of (x) the liquidation preference of such share of Series B Preferred Stock (reflecting increases for Compounded Dividends) plus (y) the accrued dividends in respect of such share of Series B Preferred Stock as of the change of control purchase date and (B) if the change of control effective date occurs on or after the seventh anniversary of the Series B Closing Date, the sum of (x) the liquidation preference (reflecting increases for Compounded Dividends) of such share of Series B Preferred Stock plus (y) the accrued dividends in respect of such share of Series B Preferred Stock as of the change of control purchase date and (II) the consideration that would have been payable in connection with such change of control if such share of Series B Preferred Stock had been converted into common stock immediately prior to the change of control.

 NOTE 9. SHARE-BASED COMPENSATION
 2016 Incentive Plan

 The Company adopted its 2016 Stock Incentive Plan (the "2016 Incentive Plan") in March 2016. The 2016 Incentive Plan allowed for the Company to grant stock options, RSUs, and RSAs to certain employees, consultants and non-employee directors. The 2016 Incentive Plan was initially adopted on March 25, 2016, and most recently amended in December 2020. Following the effectiveness of our 2021 Omnibus Plan (the "2021 Incentive Plan"), no further awards will be granted under the 2016 Incentive Plan. However, all outstanding awards granted under the 2016 Incentive Plan will continue to be governed by the existing terms of the 2016 Incentive Plan and the applicable award agreements.

 2021 Incentive Plan

 The 2021 Incentive Plan was adopted by our Board of Directors on May 21, 2021, and approved by our stockholders on May 25, 2021 and June 5, 2021. The 2021 Incentive Plan allows the Company to grant stock options, RSAs, RSUs, stock appreciation rights, other equity based awards, and cash based incentive awards to certain employees, consultants and non-employee directors. The Second Amended and Restated 2021 Omnibus Incentive Plan, which authorized an additional 2,275,000 shares of the Company's common stock to be issued under the 2021 Incentive Plan, was adopted by our Board of Directors on March 8, 2024, and approved by our stockholders on May 2, 2024. There are 4.4 million shares of common stock authorized for issuance under the 2021 Incentive Plan, as amended and restated. As of December 31, 2024, a total of 0.9 million shares of common stock were available for future issuance under the 2021 Incentive Plan, as amended and restated.
 Share-Based Compensation Expense
 We recognized share-based compensation expense of $ 62.4 million and $ 83.7 million for the years ended December 31, 2024 and 2023, respectively, which is included in operating costs in the Consolidated Statements of Income (Loss).
 Stock Options
 The Board of Directors or the Compensation Committee of the Board of Directors determines the exercise price, vesting periods and expiration date at the time of the grant. Stock options granted prior to the third quarter of 2021 generally vest 25 % at one year from the grant date, then ratably over the next 36 months with continuous employee service. Stock options granted after

 the beginning of the third quarter of 2021 generally vest ratably over three years. Option grants generally expire 10 years from the date of grant. There were no stock options granted during the years ended December 31, 2024 and 2023.
 The activity for the stock options for the year ended December 31, 2024 is as follows (in thousands, except exercise price and contractual life):

 Shares
 Weighted-
Average
Exercise
Price
 Weighted-Average
Remaining
Contractual Life
(In Years)
 Aggregate
Intrinsic Value

 Outstanding at January 1, 2024
 $
 138.33
 5.2
 $

 Granted
 —
 —

 Exercised
 —
 —

 Forfeited
 ( 4)
 175.90

 Expired
 ( 206)
 135.60

 Outstanding at December 31, 2024
 $
 139.33
 5.2
 $

 There were no stock options granted or exercised during the years ended December 31, 2024 and 2023. We recognized share-based compensation expense related to stock options of $ 25.6 million and $ 35.3 million for the years ended December 31, 2024, and 2023, respectively. At December 31, 2024, there was $ 2.8 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 0.2 years.
 Restricted Stock Units

 RSUs represent the right to receive shares of our common stock at a specified date in the future and generally vest over a three-year period. The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant.

 The following table summarizes RSU award activity for the year ended December 31, 2024 (in thousands, except weighted average grant date fair value):

 RSU

 Number of RSUs
 Weighted Average Grant Date Fair Value

 Unvested RSUs at January 1, 2024
 $
 53.32

 RSUs granted
 2,535
 6.24

 RSUs vested
 ( 267)
 79.79

 RSUs canceled
 ( 173)
 23.51

 Unvested RSUs at December 31, 2024
 2,871
 $
 11.08

 We recognized share-based compensation expense related to RSUs of $ 24.2 million and $ 27.9 million for the years ended December 31, 2024 and 2023, respectively, and is included in operating costs in the Consolidated Statements of Income (Loss). As of December 31, 2024, there was $ 11.8 million of unrecognized compensation expense related to the RSU grants, which is expected to be recognized over a weighted-average period of 1.7 years.

 Performance-based Restricted Stock Units

 In connection with our IPO, our Board of Directors approved the grant of PSUs to members of our executive leadership team. The grant encompasses a total of 14.7 million PSUs, separated into four equal tranches, each of which are eligible to vest based on the achievement of predetermined stock price goals and a minimum service period of 3 years. This grant is intended to retain and incentivize our executive leadership to lead the Company to sustained, long-term financial and operational performance. The fair value of the PSUs was determined using a Monte-Carlo simulation.

 The following table summarizes PSU award activity for the year ended December 31, 2024 (in thousands, except weighted average grant date fair value):

 PSU

 Number of PSUs
 Weighted Average Grant Date Fair Value

 Unvested PSUs at January 1, 2024
 $
 744.00

 PSUs granted
 —
 —

 PSUs canceled
 ( 26)
 744.02

 Unvested PSUs at December 31, 2024
 $
 744.00

 We recognized share-based compensation expense related to the PSU grant of $ 12.6 million and $ 20.5 million for the years ended December 31, 2024 and 2023, respectively, and is included in operating costs in the Consolidated Statements of Income (Loss). At December 31, 2024, there was no unrecognized compensation expense related to the PSU grant.

 Liability Classified Share-based Award

 In May 2024, the Company granted share-based awards to certain employees. These awards provide the option for settlement in either cash or shares, at the discretion of the Company. However, based on our ongoing assessment, we are unable to conclude that it is probable that the settlement will occur in shares, leading to the classification of these awards as liabilities. The awards are tied to the achievement of our 2024 Annual Incentive Plan performance measures, with a maximum payout of 100% of target. The awards, if any, shall be paid, upon Compensation and Human Capital Committee approval, at such time the Committee will determine whether the awards will be paid in cash or shares.

 These awards are initially measured at fair value on the grant date and subsequently remeasured at each reporting date until settlement. The remeasurement of the liability at each reporting date impacts the Company's financial statements through adjustments to share-based compensation expense. The liability will be derecognized upon settlement, with any difference between the final settlement amount and the remeasured liability amount recognized in the income statement. The fair value of the liability-classified awards is derived from the targeted bonus amount, which represents the expected payout if performance targets are met. This amount is adjusted for estimated forfeitures to account for the probability that some awards will not vest due to employee turnover or failure to meet performance criteria.

 The total compensation cost, presented within operating costs on the Consolidated Statements of Income (Loss), recognized for these liability-classified awards for the year ended December 31, 2024 was $ 6.4 million. This expense is recognized ratably over the vesting period of nine months. There was no expense for the year ended December 31, 2023.

 The following table provides a reconciliation of the beginning and ending balances of the share-based payment liability (in thousands):

 Fair Value

 Balance at January 1, 2024
 $
 —

 Fair value of awards granted (ratable expense recognized to date)
 6,402

 $
 6,402

 As of December 31, 2024, the liability for these awards was remeasured at fair value, resulting in a recognized liability of $ 6.4 million. The changes in fair value of the liability were recognized as share-based compensation expense in the income statement. The liability for these awards is included within other current liabilities on the Consolidated Balance Sheets. There was no liability as of December 31, 2023.

 As of December 31, 2024 there is no unrecognized expense of the liability classified share-based award.

 NOTE 10. NET LOSS PER SHARE
 The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, (in thousands, except for per share amounts):

 2024
 2023

 Loss from continuing operations, net noncontrolling interests and accrued preferred stock dividends
 $
 ( 188,671)
 $
 ( 562,533)

 Gain (Loss) from discontinued operations
 2,341
 ( 638,066)

 Net loss attributable to NeueHealth, Inc. common shareholders

 $
 ( 186,330)
 $
 ( 1,200,599)

 Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted

 8,226
 7,954

 Basic and diluted gain (loss) per share attributable to NeueHealth, Inc. common shareholders

 Continuing operations
 $
 ( 22.93)
 $
 ( 70.72)

 Discontinued operations
 $
 0.28
 $
 ( 80.22)

 Net loss per share attributable to common stockholders, basic and diluted

 $
 ( 22.65)
 $
 ( 150.94)

 The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the years ended December 31, (in thousands):

 2024
 2023

 Redeemable preferred stock

 5,495
 4,790

 Issued and outstanding common stock warrants
 3,213
 1,834

 Stock options to purchase common stock

 Restricted stock units
 2,871

 Total

 12,002
 8,033

 If the liability classified share-based award, as described in Note 9, Share-Based Compensation, is settled in shares in lieu of a cash settlement, additional, potentially dilutive securities, will be issued. Until the determination is made, the number of outstanding potentially dilutive securities is not determinable or estimable.

 NOTE 11. BENEFIT PLANS
 The Company has a 401(k) retirement salary savings plan ("the 401(k) Plan") for all eligible employees. We made safe harbor matching contributions equal to 100 % of the first 2 % and 50 % of the next 4 % of employee contributions to the 401(k) Plan. The Company's contribution expense was $ 1.1 million and $ 5.5 million for 2024 and 2023, respectively, and was included in operating costs in the Consolidated Statements of Income (Loss).

 NOTE 12. INCOME TAXES
 The components of income tax expense (benefit) for the years ended December 31, 2024 and 2023 are as follows (in thousands):

 2024
 2023

 Current

 $
 2,597
 $
 1,635

 Deferred

 —
 ( 3,063)

 Total income tax expense (benefit)

 $
 2,597
 $
 ( 1,428)

 A reconciliation of the statutory tax rate (21%) to the effective income tax rate for the years ended December 31, 2024 and 2023 is as follows (in thousands):

 2024
 2023

 Tax benefit at federal statutory rate
 $
 ( 28,229)
 $
 ( 108,111)

 Increase (decrease) in income taxes resulting from:

 Adjustment to deferred tax valuation allowance
 18,007
 93,532

 Permanent adjustments - book NCI reversal adjustment
 7,342
 ( 24,014)

 Permanent adjustments - impairment
 39,407
 18,043

 Permanent adjustments - compensation related
 4,811
 17,208

 Permanent Adjustment - (loss) on sale of business
 ( 43,986)
 —

 Permanent Adjustment - gain on sale of assets
 —

 Permanent adjustments - other

 State and local income taxes, net of federal benefit
 2,598
 1,381

 Prior year adjustments
 1,400

 Other, net
 ( 1)
 ( 73)

 $
 2,597
 $
 ( 1,428)

 Effective tax rate
 ( 1.9
 %)
 0.3
 %

 The tax effects of temporary differences related to deferred tax assets and liabilities for the years ended December 31, 2024 and 2023, are as follows (in thousands):

 2024
 2023

 Deferred tax assets:

 Net operating loss carryforward
 $
 492,570
 $
 285,462

 Impairments
 81,015
 150,138

 Accrued salaries and benefits
 34,222
 25,211

 Section 195 startup expenditures
 1,558
 1,971

 Adjustment for noncontrolling interest
 —
 1,393

 Intangible amortization
 2,218
 14,984

 Transaction costs
 1,075
 1,293

 Depreciation expense
 4,986
 4,706

 Investment loss

 Claims Incurred but not Reported (IBNR)
 23,418
 40,945

 Bad debt allowance
 5,478
 9,769

 Warrants - Fair Value
 7,475
 3,735

 Other
 9,152
 1,862

 Total deferred tax assets
 663,192
 541,579

 Less valuation allowance
 ( 655,172)
 ( 488,937)

 Total deferred tax assets, net valuation allowance
 8,020
 52,642

 Deferred tax liabilities:

 Prepaid expenses
 ( 1,866)
 ( 967)

 Fixed assets
 —
 ( 383)

 Goodwill and intangible assets
 —
 ( 51,292)

 Adjustment for noncontrolling interest
 ( 6,154)
 —

 Total deferred tax liabilities
 ( 8,020)
 ( 52,642)

 Net deferred tax liabilities
 $
 —
 $
 —

 Not included in the deferred tax table above as of December 31, 2024 are $ 339.3 million deferred tax assets, $ 24.5 million deferred tax liabilities and $ 314.7 million valuation allowance related to operations classified as discontinued operations in the consolidated balance sheet. Of the $ 339.3 million deferred tax assets classified as discontinued operations as of December 31, 2024, $ 301.5 million consists of net operating losses. Not included in the deferred tax table above as of December 31, 2023 are $ 667.8 million deferred tax assets, $ 35.9 million deferred tax liabilities and $ 631.9 million valuation allowance related to operations classified as discontinued operations in the consolidated balance sheet. Of the $ 667.8 million deferred tax assets classified as discontinued operations as of December 31, 2023, $ 634.9 million consists of net operating losses.
 Net operating losses ("NOLs") were $ 4.9 billion and $ 2.5 billion as of December 31, 2024 and 2023, respectively. These NOLs start to expire in 2036.
 Of the operating loss carryforwards noted, a portion of them may not be available after the application of Internal Revenue Code ("IRC") Section 382 limitations. The IRC Section 382 imposes restrictions on the utilization of various carryforward tax attributes in the event of a change in ownership of the Company, as defined by IRC Section 382. In addition, IRC Section 382 may limit the Company's built-in items of deduction, including capitalized start-up costs.
 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is not more likely than not that the Company will be able to realize the benefits of these deductible differences. Accordingly, a valuation allowance has been established to reserve for potential benefits of the remaining carryforwards and tax credits in our consolidated financial statements to reflect the uncertainty of future taxable income required to utilize available tax loss carryforwards and other deferred tax assets.
 As of December 31, 2024 and 2023, there were no unrecognized tax benefits recorded. For the years ended December 31, 2024 and 2023 cash paid for income taxes was $ 1.0 million and $ 3.2 million, respectively.
 The Company files income tax returns in the U.S. federal jurisdiction and all state jurisdictions as necessary. The Company's U.S. federal returns are no longer subject to income tax examinations for taxable years before 2021. State tax returns for taxable years before 2020 are no longer subject to examination.
 The Company's effective income tax rate varies from the federal statutory rate of 21% due to state income taxes, changes in the valuation allowance for deferred tax assets and adjustments for permanent differences. The overall tax expense for the year ended December 31, 2024 is primarily due to estimated state income taxes attributable to income earned in separate filing states without state net operating loss carryforwards. In the year ended December 31, 2023, the overall tax benefit was attributable to the reversal of the amortization of originating goodwill from asset acquisitions as well as estimated state income taxes attributable to income earned in separate filing states without state net operating loss carryforwards.

 NOTE 13. COMMITMENTS AND CONTINGENCIES

 Leases: We lease our facilities under operating leases that are noncancellable and expire on various dates with options to renew. Operating lease costs were $ 11.1 million and $ 9.3 million for the years ended December 31, 2024, and 2023, respectively. The years ended December 31, 2024 and 2023 included immaterial short-term lease costs and sublease income. Operating lease costs are included in operating costs in the Consolidated Statements of Income (Loss), and on the Consolidated Balance Sheets operating lease ROU assets are included in other non-current assets, operating lease liabilities - current are included in other current liabilities, and operating lease liabilities - non-current are included in other liabilities.

 At December 31, 2024 and 2023, the assets and liabilities related to operating leases in our Consolidated Balance Sheets are as follows (in thousands):

 2024
 2023

 Operating lease ROU assets
 $
 22,284
 $
 26,765

 Liabilities

 Operating lease liabilities - current
 6,323
 7,092

 Operating lease liabilities - noncurrent
 17,583
 22,431

 Total lease liabilities
 $
 23,906
 $
 29,523

 Supplemental cash flow and non-cash information related to our operating leases was as follows (in thousands):

 2024
 2023

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash outflows from operating leases
 $
 5,522
 $
 14,008

 Imputed interest accretion of operating leases, included in lease costs
 $
 1,375
 $
 1,757

 ROU assets obtained in exchange for new lease liabilities
 $
 5,793
 $
 2,910

 Weighted-average remaining lease term (in years)
 4.2
 4.8

 Weighted-average discount rate
 7.0
 %
 6.0
 %

 At December 31, 2024, future minimum annual lease payments under all noncancellable operating leases are as follows (in thousands):

 Minimum Lease Payments

 Years ending December 31:

 2025
 $
 7,132

 2026
 7,179

 2027
 5,672

 2028
 4,121

 2029
 1,158

 Thereafter
 2,261

 Undiscounted future minimum payments
 27,523

 Imputed interest
 ( 3,617)

 Total reported lease liability
 $
 23,906

 Legal proceedings: In the normal course of business, we could be involved in various legal proceedings such as, but not limited to, the following: lawsuits alleging negligence in care or general liability, violation of regulatory bodies' rules and regulations, or violation of federal and/or state laws.

 On January 6, 2022, a putative securities class action lawsuit was filed against us and certain of our officers and directors in the Eastern District of New York. The case is captioned Marquez v. Bright Health Group, Inc. et al., 1:22-cv-00101 (E.D.N.Y.). The lawsuit alleges, among other things, that we made materially false and misleading statements regarding our business, operations, and compliance policies, which in turn adversely affected our stock price. An amended complaint was filed on June 24, 2022, which expands on the allegations in the original complaint and alleges a putative class period of June 24, 2021 through March 1, 2022. The amended complaint also adds as defendants the underwriters of our initial public offering. The Company has served a motion to dismiss the amended complaint. On November 1, 2024, the court issued a memorandum and order and entered judgement granting the motion to dismiss in full. The plaintiff appealed this decision on November 27, 2024.

 We intend to vigorously defend the Company in the above actions, but there can be no assurance that we will be successful in any defense.

 Based on our assessment of the facts underlying the claims and the degree to which we intend to defend the Company in these matters, other than as set forth above, the amount or range of reasonably possible losses, if any, cannot be estimated. We have not accrued for any potential loss as of December 31, 2024 for these actions.

 Profit sharing award: Effective July 1, 2021, upon our acquisition of 75 % controlling equity interest in Centrum, the noncontrolling interest holder, RRD, granted P-Unit Awards to certain members of Centrum's management team. The outstanding awards are connected to the exercise of the 2026 Put/Call Events (as defined in the Centrum Purchase Agreement) and is contingent upon the achievement of the Centrum specific EBITDA calculation for the year ending December 31, 2025 surpassing a predetermined hurdle.

 In connection with the Centrum Transaction, each P-Unit Award holder entered into a cancellation agreement in exchange for future payments totaling $ 15.5 million. NeueHealth will pay $ 8.0 million of these future payments on behalf of RRD while RRD will pay $ 7.5 million of the future payments directly to the former P-Unit Award holders.

 As RRD was considered to be an economic interest holder of NeueHealth, at the time the P-Unit Awards were granted, the Company incurred compensation costs associated with payments to be made by both NeueHealth and RRD in exchange for the cancellation of the P-Unit Awards. The majority of these future payments have no service requirements or other contingencies, as such a total of $ 14.2 million of compensation expense was recognized for the year ended December 31, 2024. The remaining $ 1.3 million will be recognized ratably over the requisite service period through October 29, 2028. Compensation expense is reported within operating costs on our consolidated statements of income (loss). There was no equivalent compensation expense recognized for the P-Unit Awards for the year ended December 31, 2023.

 Refer to Note 15, Redeemable Noncontrolling Interests for further discussion of the transaction purchasing the remaining noncontrolling interest of Centrum.

 Other commitments: As of December 31, 2024, we had letters of credit unrelated to the 2021 Credit Agreement of $ 16.5 million, as well as unrelated surety bonds of $ 19.7 million. On our Consolidated Balance Sheets, $ 26.4 million of the cash and cash equivalents and $ 9.9 million of the short-term investments is restricted as collateral.

 NOTE 14. SEGMENTS AND GEOGRAPHIC INFORMATION

 Factors used to determine our reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Company's Chief Executive Officer, the Company's chief operating decision maker ("CODM"), to evaluate its results of operations. We have identified two operating segments within our continuing operations based on our primary product and service offerings: NeueCare and NeueSolutions.
 NeueCare and NeueSolutions, which make up our value-driven Consumer Care business that manages risk in partnership with external payors, aim to significantly reduce the friction and current lack of coordination between payors by delivering on our Fully Aligned Care Model with multiple payors. The following is a description of the types of products and services from which the two reportable segments of our continuing operations derive their revenues:
 NeueCare: Provides care services in our clinics with wrap around care management and care coordination activities for those members where we take full or partial risk. As of December 31, 2024, NeueCare provides in-person and virtual clinical care through its 66 owned primary care clinics. Through these risk-bearing clinics and our affiliated network of care providers, our NeueCare segment serves approximately 346,000 consumers, inclusive of 318,000 value-based care consumers and 28,000 fee-for-service consumers. NeueCare customers include external payors, third party administrators, affiliated providers, and direct-to-government programs.
 NeueSolutions: Our provider enablement business that facilitates care coordination activities through the use of population health tools including technology, data analytics, care and utilization management, and clinical solutions and care teams to support patients. As of December 31, 2024, NeueSolutions has approximately 42,000 value-based care consumers attributed to its REACH ACOs.

 The Company's accounting policies for reportable segment operations are consistent with those described in Note 2, Summary of Significant Accounting Policies. We utilize operating income (loss) as the profitability metric in assessing performance for our reportable segments. Presented by reportable segment and reconciled to the Consolidated Statements of Income (Loss), the significant segment revenue and expense categories that are regularly provided to and monitored by the CODM, as well as included in the calculation of operating income (loss), are disaggregated in the table below.

 For all periods presented, all of our long-lived assets were located in the United States, and all revenues were earned in the United States. Within the NeueSolutions segment, revenues from CMS represents approximately $ 635.1 million and $ 899.4 million of the Company's consolidated, total revenues for the years ended December 31, 2024, and 2023, respectively.

 The following tables present the reportable segment financial information for the years ended December 31, 2024, and 2023 (in thousands):

 Year Ended December 31, 2024
 Corporate & Eliminations
 Consolidated

 $
 $
 —
 $
 —
 $

 —
 —

 40,646
 9,747
 —
 50,393

 —
 1,044

 Total unaffiliated revenue
 301,238
 635,086
 936,657

 Affiliated revenue
 12,489
 —
 ( 12,489)
 —

 Total segment revenue
 313,727
 635,086
 ( 12,156)
 936,657

 Operating expenses

 131,541
 623,089
 ( 12,490)
 742,140

 Compensation and fringe
 89,295
 8,619
 99,508
 197,422

 Professional fees
 12,249
 2,143
 11,631
 26,023

 Other admin
 27,128
 6,481
 16,846
 50,455

 Total segment operating costs
 128,672
 17,243
 127,985
 273,900

 —
 ( 3)

 Restructuring
 —
 —

 —
 —
 —
 —

 Intangible asset impairment
 —
 —

 12,538
 —
 3,108
 15,646

 Total segment operating expenses
 284,162
 640,349
 119,556
 1,044,067

 Operating income (loss)
 29,565
 ( 5,263)
 ( 131,712)
 ( 107,410)

 Year Ended December 31, 2023
 Corporate & Eliminations
 Consolidated

 $
 $
 —
 $
 —
 $

 —
 —

 41,559
 2,879
 —
 44,438

 —
 —

 Total unaffiliated revenue
 261,333
 899,383
 1,160,802

 Affiliated revenue
 5,876
 —
 ( 5,876)
 —

 Total segment revenue
 267,209
 899,383
 ( 5,790)
 1,160,802

 Operating expenses

 97,483
 904,986
 ( 5,887)
 996,582

 Operating costs:

 Compensation and fringe
 86,062
 9,720
 95,507
 191,289

 Professional fees
 8,201
 32,195
 41,372

 Other admin
 25,659
 3,778
 25,040
 54,477

 Total segment operating costs
 119,922
 14,474
 152,742
 287,138

 4,984
 22,423
 —
 27,407

 Restructuring
 —
 6,860
 6,990

 —
 —

 Intangible asset impairment
 —
 —
 —
 —

 12,651
 —
 5,645
 18,296

 Total segment operating expenses
 636,555
 941,883
 159,360
 1,737,798

 ( 369,346)
 ( 42,500)
 ( 165,150)
 ( 576,996)

 We do not include asset information by reportable segment in the reporting provided to the CODM.

 NOTE 15. REDEEMABLE NONCONTROLLING INTEREST
 Effective December 31, 2020, we acquired a 62 % controlling interest in PMA. As part of this acquisition, we entered into a put/call agreement with respect to the equity interests in PMA held by the controlling interest holder. The call options allow for the Company to purchase the 38 % noncontrolling interest equity beginning on the fifth anniversary of the transaction date and each subsequent anniversary thereafter, or under certain other accelerating events as defined in the agreement, solely at the Company's discretion. The put option allows the noncontrolling interest holder the ability to cause the Company to purchase their noncontrolling equity interest beginning on the seventh anniversary of the transaction date and each subsequent anniversary thereafter.
 Based on the nature of the put option redemption feature, which is outside the control of the Company, the noncontrolling interests are classified as redeemable in the accompanying Consolidated Balance Sheets. The put option redemption feature that is outside the control of the Company is settled at a multiple of EBITDA, which is an other than fair value settlement amount. As such, we will make a measurement adjustment when the put option redemption price exceeds the carrying amount as calculated under ASC 810, Consolidation ("ASC 810").
 Effective July 1, 2021, we acquired a 75 % controlling interest in Centrum, a value-based primary care focused, multi-specialty medical group, serving Commercial, Medicare, and Medicaid consumers across multiple payors. As part of the Centrum acquisition, we entered into put/call agreements with respect to the equity interests in Centrum held by the controlling interest holder. The call options allow for the Company to purchase the 25 % noncontrolling interest equity over time beginning on September 30, 2022, or under certain other accelerating events as defined in the agreement, solely at the Company's discretion.

 The put options allow the noncontrolling interest holder the ability to cause the Company to purchase their noncontrolling equity interest on consistent terms with the call options.
 On October 29, 2024, NeueHealth completed the Centrum Transaction and purchased RRD's remaining 25 % equity interest in Centrum. Upon closing, NeueHealth paid RRD $ 30.0 million and issued the Centrum Promissory Note in the amount of $ 64.0 million. Additionally, in return for RRD's cancellation of the P-Unit Awards, NeueHealth agreed to pay the former P-Unit Award holders future payments totaling $ 8.0 million on behalf of the Seller. Refer to Note 5, Borrowings and Warrants for further discussion of the Centrum Promissory Note and future payments to the former P-Unit Award holders.

 Upon the consummation of the Centrum Transaction, we derecognized $ 74.5 million of redeemable noncontrolling interest and recorded a reduction to Additional paid-in capital of $ 13.2 million. As discussed in Note 13, Commitments and Contingencies, an additional $ 14.2 million was recognized in compensation expense within Operating costs on the Consolidated Statements of Income (Loss) as it relates to both NeueHealth's and the Seller's payments to the former P-Unit Award holders.
 The following table provides details of our redeemable noncontrolling interest activity for the years ended December 31, 2024 and 2023 (in thousands):

 Redeemable Noncontrolling Interest

 Balance at December 31, 2022
 $
 219,758

 Earnings (losses) attributable to noncontrolling interest
 ( 73,199)

 Distribution to noncontrolling interest holders
 ( 16,496)

 Measurement adjustment
 ( 41,155)

 $
 88,908

 Earnings (losses) attributable to noncontrolling interest
 9,259

 Distribution to noncontrolling interest holders (1)

 ( 750)

 Measurement adjustment
 25,704

 Purchase of noncontrolling interest
 ( 74,541)

 $
 48,580

 (1) Included in the distribution to NCI holders is $ 7.0 million of non-cash equity distributions to NCI holders remaining as of December 31, 2024.

 NOTE 16. ACO REACH

 We participate in the CMS ACO REACH Model with three REACH ACOs participating through the global risk arrangement and assuming full risk for the total cost of care of aligned beneficiaries. As part of our participation in the ACO REACH Model, we are guaranteeing the performance of our care network of participating and preferred providers. The intention of the ACO REACH Model is to enhance the quality of care for Medicare FFS beneficiaries while reducing the administrative burden, supporting a focus on complex, chronically ill patients, and encouraging physician organizations that have not typically participated in Medicare FFS programs to serve Medicare FFS beneficiaries.

 Key components of the financial agreement for the ACO REACH Model include:

 • Performance Year Benchmark: The target amount for Medicare expenditures on covered services (Medicare Part A and B) furnished to a REACH ACO's aligned beneficiaries during a performance year. The Performance Year Benchmark will be compared to the REACH ACO's performance year expenditures. This comparison will be used to calculate shared savings and shared losses. The Performance Year Benchmark is established at the beginning of the performance year utilizing prospective trend estimates and is subject to retrospective trend adjustments, if warranted, before the Financial Reconciliation.
 • Risk-Sharing Arrangements: Used in determining the percent of savings and losses that REACH ACOs are eligible to receive as shared savings or may be required to repay as shared losses.

 • Financial Reconciliation: The process by which CMS determines shared savings or shared losses by comparing the calculated total benchmark expenditures for a given REACH ACO's aligned population to the actual expenditures of that REACH ACO's aligned beneficiaries over the course of a performance year that includes various risk-mitigation options such as stop-loss reinsurance and risk corridors.
 • Risk-Mitigation Options: For the 2024 Performance Year, all of our REACH ACOs elected to participate in a "stop-loss arrangement" offered by CMS. For the 2023 Performance Year, two of our REACH ACOs elected to participate in a "stop-loss arrangement" offered by CMS, while one REACH ACO elected third-party coverage. The "stop-loss arrangement" and third-party coverage are designed to reduce the financial uncertainty associated with high-cost expenditures of individual beneficiaries. Additionally, CMS has created a mandatory risk corridor program that allocates the REACH ACO's shared savings and losses in bands of percentage thresholds, after a deviation of greater than 25.0 % of the Performance Year Benchmark.

 Performance Guarantees

 Through our participation in the ACO REACH Model, we determined that our arrangements with the providers of our REACH ACO beneficiaries require us to guarantee their performance to CMS. At the beginning of the performance year, we recognized the ACO REACH estimated performance year obligation and receivable for the duration of the performance year. This receivable and obligation are measured at an amount equivalent to the estimated Performance Year Benchmark per CMS that is representative of the expected Medicare expenditures for beneficiaries aligned to our REACH ACOs. As we fulfill our obligation, we amortize the guarantee on a straight-line basis for the amount that represents the completed portion of the performance obligation. The receivable is reduced as we receive payments from CMS for in-network claims or receive CMS reporting detailing out-of-network claims paid by CMS on behalf of our aligned beneficiaries. At the end of each reporting period, we estimate both in-network claims and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not yet reported and record a reserve for the estimated amount which is included in medical costs payable on the Consolidated Balance Sheets. For each performance year, the final consideration due to the REACH ACOs by CMS (shared savings) or the consideration due to CMS by the REACH ACOs (shared loss) is reconciled in the year following the performance year. On a periodic basis CMS adjusts the estimated Performance Year Benchmark based upon revised trend assumptions and changes in attributed membership. CMS will also estimate the shared savings or loss for the REACH ACO periodically based upon the estimated Performance Year Benchmark, changes to membership, payments made to the REACH ACO for in-network claims, out-of-network claims paid on behalf of the REACH ACO and various other assumptions including incurred but not reported reserves. The estimated Performance Year Benchmark is our best estimate of our obligation as we are unable to estimate the potential shared savings or loss due to the "stop-loss arrangement", risk corridor components of the agreement, and a number of variables including but not limited to risk ratings and benchmark trends that could have an inestimable impact on estimated future payments. Our REACH ACOs netted a shared loss of $ 31.9 million for performance year 2023.

 The tables below include the financial statement impacts of the performance guarantee at December 31, 2024 and 2023 and for the years then ended (in thousands):

 2024
 2023

 ACO REACH performance year receivable(1)(2)

 $
 95,075
 $
 115,878

 ACO REACH performance year obligation(2)

 —
 —

 (1) We estimate there to be $ 89.9 million in in-network and out-of-network claims incurred by beneficiaries aligned to our REACH ACOs but not reported as of December 31, 2024; this is included in medical costs payable on the Consolidated Balance Sheet.
 (2) Our CMS benchmark was reduced by $ 74.7 million and $ 64.8 million during the years ended December 31, 2024, and 2023, respectively.

 2024
 2023

 Amortization of ACO REACH performance year receivable
 $
 660,618
 $
 877,685

 Amortization of ACO REACH performance year obligation
 639,815
 894,382

 NOTE 17. DECONSOLIDATION OF BRIGHT HEALTHCARE INSURANCE COMPANY OF TEXAS

 On November 29, 2023, BHIC-Texas (the "Deconsolidated Entity") was placed into liquidation and the Texas Department of Insurance was appointed as receiver. The Deconsolidated Entity's financial results are included in the Company's consolidated results through November 28, 2023, the day prior to the date of the receivership. However, under ASC 810, consolidation of a majority-owned subsidiary is precluded where control of the subsidiary does not rest with the majority owners. Once the Texas Department of Insurance was appointed as receiver of BHIC-Texas we concluded the Company no longer controlled the subsidiary, and we deconsolidated BHIC-Texas as of that date.

 The deconsolidation of BHIC-Texas resulted in certain related party balances that had previously been eliminated upon consolidation to become liabilities of the Company. In 2022, BHIC-Texas entered into a risk share contract with a different NeueHealth affiliate, whereby losses incurred at BHIC-Texas over a specified medical loss ratio target were transferred from BHIC-Texas to the affiliated entity. On November 29, 2023 the accrued loss of BHIC-Texas related to the risk share contract was $ 124.0 million. Upon deconsolidation of BHIC-Texas, this liability is required to be recorded as risk share payable to deconsolidated entity on the Consolidated Balance Sheet. The corresponding receivable on BHIC-Texas was included in our carrying value evaluation described below.

 The table below presents the balance sheet of BHIC-Texas on November 29, 2023, the date the Deconsolidated Entity was placed into receivership.

 $
 60,560

 Prepaids and other current assets
 1,522

 Risk Share Receivable
 123,981

 Total Assets
 $
 186,063

 Accounts payable

 Medical costs payable
 3,283

 1,523

 Risk adjustment payable
 89,638

 Total Liabilities
 $
 94,579

 Additional paid in capital
 204,753

 Accumulated deficit
 ( 113,269)

 Total Equity
 $
 91,484

 Total Liabilities and Equity
 $
 186,063

 Under ASC 810, this loss of control would likely trigger a gain or loss for the parent as the parent would remeasure its retained noncontrolling investment at fair value. Upon deconsolidation, the Company valued its investment in BHIC-Texas to be $ 91.5 million, which is equivalent to the Deconsolidated Entity's carrying value. Upon valuing the investment in BHIC-Texas we assessed the current expected credit loss associated with the underlying receivables; as a result of our analysis we recorded a full valuation allowance on the investment due to uncertainties related to the collection of the risk share receivable. The $ 91.5 million bad debt expense within the discontinued Bright HealthCare - Commercial reporting segment is recorded within net loss from discontinued operations on the consolidated statements of income (loss).

 NOTE 18. HELD-FOR-SALE OPERATIONS

 During the quarter ended June 30, 2024, we committed to a plan to sell AMD, which met the criteria to be classified as held-for-sale as outlined in ASC 360-10, Property, Plant, and Equipment.

 We consummated the sale of AMD on November 27, 2024 with the Company selling AMD to AssociatesMD, LLC ("AMD Buyer"). Upon consummation, we transferred and assigned all non-clinical assets and management contracts and corresponding assets and liabilities to the AMD Buyer in return for a purchase price of $ 4.0 million to be satisfied by the AMD Buyer's delivery of a secured promissory note in that amount. The secured promissory note due from the AMD Buyer has a principal amount of $ 4.0 million and bears an interest rate of 6 % per annum. The maturity date of the secured promissory note due from the AMD Buyer is May 27, 2030 with payments of accrued interest and principal beginning on November 27, 2026.

 We recorded a $ 1.2 million gain on sale reported in Operating costs on the Consolidated Statements of Income (Loss).

 As of November 27, 2024, the closing date of the sale of AMD, the major classes of assets and liabilities of AMD were as follows (in thousands):

 Accounts receivable, net
 $
 5,922

 Prepaids and other assets

 AMD Assets
 $
 6,255

 Other liabilities
 $
 1,826

 Operating lease liabilities
 1,614

 AMD Liabilities
 $
 3,440

 The results of operations for AMD's operations are reported within the results of our continuing operations in the Consolidated Statements of Income (Loss). AMD's operations are reported within our NeueCare segment. The operations classified as held-for-sale are as follows for the years ended December 31 (in thousands):

 2024
 2023

 $
 8,989
 $
 8,883

 9,498
 16,513

 Unaffiliated revenue
 18,487
 25,396

 Affiliated revenue
 1,900
 1,539

 Total revenue of held-for-sale operations
 20,387
 26,935

 Operating expenses:

 7,123
 7,930

 Operating costs (includes gain of $ 1,185 and $ 0, respectively)

 20,676
 26,700

 Impairment of intangible assets
 —

 1,983

 Total operating expenses from held-for-sale operations
 40,199
 36,613

 Operating loss from held-for-sale operations
 $
 ( 19,812)
 $
 ( 9,678)

 NOTE 19. DISCONTINUED OPERATIONS

 In April 2023, we announced that we were exploring strategic alternatives for our California Medicare Advantage business, the Bright HealthCare reporting segment, with the focus on a potential sale. At that time, we met the criteria for "held for sale," in accordance with ASC 205-20. This represents a strategic shift that will have a material impact on our business and financial results. As such, we have reflected amounts relating to Bright HealthCare as a disposal group as part of discontinued operations. On June 30, 2023, the Company entered into a definitive agreement with Molina to sell its California Medicare Advantage business to Molina, which consisted of BND and CHP (the "Molina Purchase Agreement"). 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. Upon completion of the sale, the Bright HealthCare reporting unit of our discontinued operations was no longer included in our operations.

 In October 2022, we announced that we will no longer offer commercial plans through our Bright HealthCare - Commercial segment in 2023. As a result, we exited the Commercial marketplace effective December 31, 2022. We determined this exit represented a strategic shift that will have a material impact on our business and financial results that requires presentation as discontinued operations.

 While we are no longer offering plans in the Commercial marketplace as of December 31, 2022, we will continue to be involved in the states where we formerly operated in, as we support run out activities of medical claims incurred in the 2022 plan year and perform other activities necessary to wind down our operations in each state. We are substantially complete with medical claim payments as of the end of 2024, and we will continue to make remaining medical claim payments and payments towards the remaining risk adjustment obligations through 2025 and into 2026.

 Our discontinued operations are also inclusive of our DocSquad business that was sold in March 2023; this is presented within the column labeled Other in the table below.

 The discontinued operations presentation has been retrospectively applied to all prior periods presented.

 The financial results of discontinued operations by major line item for the years ended were as follows (in thousands):

 For the year ending December 31, 2024
 Total

 Premium revenue
 $
 ( 15,659)

 Investment income (loss)
 5,053

 Total revenue from discontinued operations
 ( 10,606)

 Operating expenses:

 3,257

 Operating costs (including gain on disposal of $$ 66,201)

 ( 47,390)

 ( 591)

 Total operating expenses from discontinued operations
 ( 44,724)

 Operating income from discontinued operations
 34,118

 31,648

 Income from discontinued operations before income taxes
 2,470

 Net income from discontinued operations
 $
 2,341

 For the year ending December 31, 2023
 Bright HealthCare - Commercial
 Bright HealthCare
 Other
 Total

 Premium revenue
 $
 ( 18,129)
 $
 1,728,182
 $
 —
 $
 1,710,053

 —
 2,383
 2,413

 Investment income (loss)
 57,415
 7,419
 —
 64,834

 Total revenue from discontinued operations
 39,316
 1,735,601
 2,383
 1,777,300

 Operating expenses:

 137,239
 1,621,696
 —
 1,758,935

 118,870
 222,460
 2,380
 343,710

 97,141
 97,326

 11,620
 11,626

 —
 186,150
 —
 186,150

 Intangible assets impairment
 —
 —
 —
 —

 —
 5,871
 —
 5,871

 Total operating expenses from discontinued operations
 364,870
 2,036,275
 2,473
 2,403,618

 Operating loss from discontinued operations
 ( 325,554)
 ( 300,674)
 ( 90)
 ( 626,318)

 11,608
 —
 —
 11,608

 Loss from discontinued operations before income taxes
 ( 337,162)
 ( 300,674)
 ( 90)
 ( 637,926)

 —
 —

 Net loss from discontinued operations
 $
 ( 337,302)
 $
 ( 300,674)
 $
 ( 90)
 $
 ( 638,066)

 The following table presents cash flows from operating and investing activities for discontinued operations (in thousands):

 For the years ending December 31,

 2024
 2023

 Cash (used in) operating activities - discontinued operations
 $
 ( 150,024)
 $
 ( 2,656,876)

 Cash provided by investing activities - discontinued operations
 195,251
 1,127,673

 Supplemental disclosure of cash flow information:

 Cash paid for interest
 $
 4,599
 $
 2,625

 Assets and liabilities of discontinued operations were as follows (in thousands):

 December 31, 2024

 Total

 Current assets:

 $
 102,110

 Short-term investments
 7,533

 Consideration due from Molina
 61,139

 Prepaids and other current assets
 2,224

 Current assets of discontinued operations
 173,006

 Total assets of discontinued operations
 $
 173,006

 Liabilities

 Current liabilities:

 Medical costs payable
 $
 7,031

 Accounts payable
 9,052

 Risk adjustment payable
 276,835

 51,733

 Current liabilities of discontinued operations
 344,651

 Total liabilities of discontinued operations
 $
 344,651

 December 31, 2023

 Bright HealthCare - Commercial
 Bright HealthCare
 Total

 Current assets:

 $
 159,769
 $
 128,212
 $
 287,981

 Short-term investments
 9,163
 20,218
 29,381

 Accounts receivable, net of allowance
 1,430
 51,929
 53,359

 Prepaids and other current assets
 7,838
 114,532
 122,370

 Current assets of discontinued operations
 178,200
 314,891
 493,091

 Other assets:

 Goodwill
 —
 172,543
 172,543

 Intangible assets, net
 —
 138,982
 138,982

 Property, equipment, and capitalized software, net
 —
 17,954
 17,954

 Other non-current assets
 —
 —
 —

 Long-term assets of discontinued operations
 —
 329,479
 329,479

 Total assets of discontinued operations
 $
 178,200
 $
 644,370
 $
 822,570

 Liabilities

 Current liabilities:

 Medical costs payable
 $
 31,881
 $
 272,138
 $
 304,019

 Accounts payable
 25,648
 7,719
 33,367

 Risk adjustment payable
 291,146
 —
 291,146

 Unearned revenue
 —
 —
 —

 28,045
 43,181
 71,226

 Current liabilities of discontinued operations
 376,720
 323,038
 699,758

 Total liabilities of discontinued operations
 $
 376,720
 $
 323,038
 $
 699,758

 There were no assets or liabilities, aligned to the DocSquad business, reported in the "Other" column as of December 31, 2024 and 2023 as the sale of the business was completed in March 2023.

 California Medicare Advantage Sale: On June 30, 2023, the Company entered into a definitive agreement with Molina to sell its California Medicare Advantage business, which consisted of BND and CHP, for total purchase consideration of $ 600.0

 million, subject to regulatory approval and other closing conditions. Subsequently, on December 13, 2023 we announced that we entered an amendment (the "Amendment") with Molina which reduced the purchase price of our California Medicare Advantage business from $ 600.0 million to $ 500.0 million. Upon closing on the sale, effective January 1, 2024, the $ 500.0 million purchase price included $ 167.3 million of purchase price adjustments subject to contingencies and adjustments relating to 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. The remaining purchase price consideration subject to contingencies and adjustments as of December 31, 2024 is as follows (in thousands):

 Indemnity Escrow Amount (1)

 10,000

 Total consideration subject to contingencies
 $
 10,000

 (1) For 18 months post-closing date, the Company will indemnify Molina against and is liable to Molina for any and all losses incurred by Molina resulting from breach or inaccuracy of warranties and representations made, breach or failure to perform any covenant of the Molina Purchase Agreement, among others. As the Indemnity Escrow Amount is subject to these conditions for 18 months post close, the Company will only recognize this amount in the fair value of consideration received at the point those 18 months have passed, on July 1, 2025. The amount recognized will be that equal to the $ 10.0 million Indemnity Escrow Amount less any agreed upon or finally adjudicated losses as of July 1, 2025.

 As the conditions surrounding collection of the Indemnity Escrow amount remain subject to contingencies that are largely outside of the Company's control, we have not included the Indemnity Escrow in the Consideration due from Molina as of December 31, 2024.

 At the time of the sale, our investment in the California MA business was calculated as follows (in thousands):

 Total assets
 $
 647,254

 Total liabilities
 ( 323,038)

 Investment in California MA Business
 $
 324,216

 Upon the completion of the review of the Consolidation and Adjustment Escrow, the company recorded a gain on sale of $ 65.2 million associated with the sale of the California Medicare Advantage business (in thousands):

 Sale price of California MA Business
 $
 500,000

 Less: Portion of sale price subject to contingencies
 ( 10,000)

 Less: Investment in California MA Business
 ( 324,216)

 Less: Transactions costs contingent on closing of sale
 ( 8,458)

 Less: Purchase price adjustments resulting from TNE deficit deterioration
 ( 96,187)

 Plus: Noncash settlement of former intercompany related liabilities
 4,071

 Gain on sale of California MA Business
 $
 65,210

 Upon the close of the sale, we ceased having a controlling financial interest over BND and CHP and have not retained any investments in the former subsidiaries. Molina is not a related party and subsequent to the close of the sale BND and CHP are no longer considered related parties to the Company.

 Revenue Recognition: Premium revenue includes revenue derived from insurance contracts of Bright HealthCare - Commercial, within the scope of ASC 944, Financial Services - Insurance. Premium revenue is recognized in the period for which services are covered. Individual policies can be terminated by a consumer without advance notice to the Company. Consumers that have unpaid premium balances for the coverage period are subject to certain termination requirements

 depending on whether the premium is subsidized or nonsubsidized by CMS. The Company estimates the portion of unpaid balances that will not be collected from consumers and records an allowance accordingly.

 For Bright HealthCare - Commercial, we record adjustments for changes to the risk adjustment balances for individual policies in premium revenue. The risk adjustment program adjusts premiums based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses as reported throughout the year. Under the risk adjustment program, a risk score is assigned to each covered consumer to determine an average risk score at the individual and small-group level by legal entity in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state and are made in the middle of the year following the end of the contract year. Each health insurance issuer's average risk score is compared to the state's average risk score. Risk adjustment is subject to audit by the Department of Health and Human Services ("HHS"), which could result in future payments applicable to benefit years.

 Investments: We invest in debt securities of the U.S. government and other government agencies, corporate investment grade, money market funds and various other securities.

 We determine the appropriate classification of investments at the time they are acquired and evaluate the appropriateness of such classifications at each balance sheet date. We classify our investments in individual debt securities as available-for-sale securities or held-to-maturity securities. All available-for-sale investments maturing less than one year from the statement date that management intends to liquidate within the next year are reflected as short-term investments. Available-for-sale investments with a maturity date greater than one year are classified as long-term investments. All available-for-sale investments are measured and carried at fair value. Changes in unrealized holding gains and losses on available-for-sale securities are reflected in other comprehensive income (loss).

 Realized gains and losses for all investments are included in investment income. The basis for determining realized gains and losses is the specific-identification method. Interest on debt securities is recognized in investment income when earned. Premiums and discounts are amortized/accreted using methods that result in a constant yield over the securities' expected lives.

 Beginning January 1, 2020, we adopted the new current expected credit losses ("CECL") model. The CECL model retained many similarities from the previous OTTI model, except it eliminated the length of time over which the fair value had been less than cost from consideration in the impairment analysis. Also, under the CECL model, expected losses on available-for-sale debt securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities. For debt securities whose fair value is less than their amortized cost which we do not intend to sell or are not required to sell, we evaluate the expected cash flows to be received as compared to amortized cost and determine if an expected credit loss has occurred. In the event of an expected credit loss, only the amount of the impairment associated with the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive income (loss). To the extent we have the intent to sell the debt security, or it is more likely than not we will be required to sell the debt security, before recovery of our amortized cost basis, we recognize an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value.

 Potential expected credit loss impairment is considered using a variety of factors, including the extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a debt security; changes in the quality of the debt security's credit enhancement; payment structure of the debt security; changes in credit rating of the debt security by the rating agencies; failure of the issuer to make scheduled principal or interest payments on the debt security and changes in prepayment speeds. For debt securities, we take into account expectations of relevant market and economic data. We estimate the amount of the expected credit loss component of a debt security as the difference between the amortized cost and the present value of the expected cash flows of the security. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. The expected credit loss cannot exceed the full difference between the amortized cost basis and the fair value.

 Accrued interest receivable relating to our debt securities is presented within prepaids and other current assets of current assets of discontinued operations. We do not measure an allowance for credit losses on accrued interest receivable. We recognize interest receivable write offs as a reversal of interest income. We had no write offs of accrued interest receivable in the years ended December 31, 2024 and 2023.

 Medical Costs and Medical Costs Payable: In developing our medical costs payable estimates, we apply completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months, and also review our remaining claims inventory to further validate expected medical costs. These estimates may change as actuarial methods change or as underlying facts upon which the estimates are based change. Management believes the amount of medical costs payable is the best estimate of our liability as of December 31, 2024; however, actual payments may differ from those established estimates.

 Reinsurance Recoveries: We have a quota share agreement with RGA, an alien unauthorized reinsurer, which cedes proportional percentages of premiums and medical costs of covered business of the Company, with the difference as an experience refund of ceded premiums, less a ceding fee paid to the reinsurer. Coverage includes comprehensive individual commercial policies in Colorado, Nebraska, Oklahoma and Florida. Effective January 1, 2021, we entered into a quota share agreement with the Canada Life Assurance Company, an alien unauthorized reinsurer, which cedes proportional percentages of premiums and medical costs of covered business of the Company, with the difference as an experience refund of ceded premiums, less a ceding fee paid to the reinsurer. Coverage includes comprehensive individual commercial policies in Florida. Deposit accounting is used for this arrangement and only ceding fees are recognized within loss from discontinued operations in the Consolidated Statements of Income (Loss) for the years ended December 31, 2024 and 2023, respectively.

 Net ceded premiums of $ 3.7 million were recorded as a reduction of medical costs within loss from discontinued operations in the Consolidated Statements of Income (Loss) for the year ended December 31, 2024. For the year ended December 31, 2023, net reinsurance recoveries of $ 10.0 million were recorded as an increase of medical costs within loss from discontinued operations in the Consolidated Statements of Income (Loss) resulting from a change in estimated reinsurance recoveries.

 Goodwill and Other Intangible Assets: On December 13, 2023 we announced the $ 100.0 million decrease in the purchase price of our California MA business from $ 600.0 million to $ 500.0 million; we identified this decrease in purchase price as an event that indicated the carrying value of our Bright HealthCare reporting unit may not be recoverable. As such we performed an interim impairment test as of December 31, 2023.

 To estimate the fair value of the Bright HealthCare reporting unit we reduced the $ 500.0 million purchase price by $ 332.7 million, the amount initially subject to contingencies and TNE adjustments that created uncertainties in what would be the final adjusted purchase prices as well as the transaction costs incurred to complete the sale. As a result of the decreased purchase price, we recognized a $ 186.2 million goodwill impairment related to our Bright HealthCare reporting unit within discontinued operations for the year ended December 31, 2023. For the year ended December 31, 2024, we recognized no goodwill impairment of the Bright HealthCare and Bright HealthCare - Commercial reporting units.

 The Company classifies its valuation of the held for sale Bright Healthcare reporting unit as Level 1 fair value because the adjusted purchase price serves as a quoted price for the exact disposal group.

 Restructuring Charges: As a result of the strategic changes, we announced and have taken actions to restructure the Company's workforce and reduce expenses based on our updated business model.

 Restructuring charges within our discontinued operations for the years ended December 31, 2024, and 2023 were as follows (in thousands):

 For the years ending December 31,

 2024
 2023

 Employee termination benefits
 ( 485)
 3,743

 Long-lived asset impairments
 —
 8,398

 Contract termination and other costs
 ( 106)
 ( 515)

 Total discontinued operations restructuring charges
 $
 ( 591)
 $
 11,626

 Restructuring accrual activity recorded by major type for the years ended December 31, 2024, and 2023 was as follows; employee termination benefits are within Other current liabilities of discontinued operations while contract termination costs are within Accounts payable of discontinued operations (in thousands):

 Employee Termination Benefits
 Contract Termination Costs
 Total

 Balance at January 1, 2024
 $
 2,867
 $
 22,492
 $
 25,359

 Charges
 ( 485)
 ( 106)
 ( 591)

 Cash payments
 ( 2,211)
 ( 17,386)
 ( 19,597)

 $
 $
 5,000
 $
 5,171

 Employee Termination Benefits
 Contract Termination Costs
 Total

 Balance at January 1, 2023
 $
 16,053
 $
 29,053
 $
 45,106

 Charges
 3,743
 ( 515)
 3,228

 Cash payments
 ( 16,929)
 ( 6,046)
 ( 22,975)

 $
 2,867
 $
 22,492
 $
 25,359

 Fixed Maturity Securities: Available-for-sale securities within our discontinued operations are reported at fair value as of December 31, 2024 and 2023. Held-to-maturity securities are reported at amortized cost as of December 31, 2024 and 2023. The following is a summary of our investment securities as of December 31, (in thousands):

 2024

 Amortized
 Cost

 Gross
 Unrealized
 Gains

 Gross
 Unrealized
 Losses

 Carrying
 Value

 Cash equivalents
 $
 82,043
 $
 $
 —
 $
 82,049

 Available for sale:

 U.S. government and agency obligations
 —
 —
 —
 —

 Corporate obligations
 —
 —
 —
 —

 Certificates of deposit
 —
 —
 —
 —

 Mortgage-backed securities
 —
 —
 —
 —

 Total available-for-sale securities
 —
 —
 —
 —

 Held to maturity:

 U.S. government and agency obligations
 7,430
 —
 —
 7,430

 Certificates of deposit
 —
 —
 —
 —

 Corporate obligations
 —
 —

 Total held-to-maturity securities
 7,533
 —
 —
 7,533

 Total investments
 $
 89,576
 $
 $
 —
 $
 89,582

 2023

 Amortized
 Cost

 Gross
 Unrealized
 Gains

 Gross
 Unrealized
 Losses

 Carrying
 Value

 Cash equivalents
 $
 150,939
 $
 —
 $
 —
 $
 150,939

 Available for sale:

 U.S. government and agency obligations
 1,557
 —
 ( 100)
 1,457

 Corporate obligations
 —
 ( 11)

 State and municipal obligations
 —
 —
 —
 —

 Certificates of deposit
 19,653
 —
 —
 19,653

 Mortgage backed securities
 —
 ( 63)

 Asset backed securities
 —
 —
 —
 —

 Other
 —
 —
 —
 —

 Total available-for-sale securities
 22,776
 —
 ( 174)
 22,602

 Held to maturity:

 U.S. government and agency obligations
 6,503
 ( 59)
 6,445

 Certificates of deposit
 —
 —

 Total held-to-maturity securities
 6,837
 ( 59)
 6,779

 Total investments
 $
 180,552
 $
 $
 ( 233)
 $
 180,320

 As of December 31, 2024, we believe that we will collect the principal and interest due on our debt securities that have an amortized cost in excess of fair value. As of December 31, 2023, we concluded that the unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities. At each reporting period, we evaluate securities for impairment when the fair value of the investment is less than its amortized cost. We evaluated the underlying credit quality and credit ratings of the issuers, noting no significant deterioration since purchase.

 Fair Value Measurements: The Fair Value Measurements and Disclosures topic in FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures of fair value measurements, which applies to all assets and liabilities measured on a fair value basis. The standard establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
 Basis of fair value measurement:
 Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
 Level 2: Quoted prices for similar assets or liabilities in active markets or quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability
 Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity)
 There were no investments in Level 3 securities and no transfers in or out of Level 3 financial assets or liabilities as of and during the years ended December 31, 2024 or 2023.
 Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. There were no significant fair value adjustments for these assets and liabilities recorded during the years ended December 31, 2024 or 2023.
 A financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

 The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument included below:
 Cash and Cash equivalents — The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent investments outside of money- market funds and U.S treasury securities are classified as Level 2.
 Debt Securities — The fair values of debt securities are based on quoted market prices, where available. We obtain one price for each security primarily from its custodian, or if unavailable, securities evaluations, prices received from a secondary pricing source, or other third-party calculated prices based on observable inputs in the market are used to price securities. If these are unavailable, we are able to provide pricing overrides from other acceptable sources or methods; however, based upon the relatively high rating of our investments, this is generally not required.
 We are ultimately responsible for determining fair value, as well as the appropriate level within the fair value hierarchy, based on the significance of unobservable inputs. At the end of each reporting period, we review third-party pricing services' pricing methodologies, data sources and pricing inputs to ensure the fair values obtained are reasonable.

 As of December 31, 2024, investments and cash equivalents within our discontinued operations were comprised of $ 87.8 million and $ 1.8 million with fair value measurements of Level 1 and Level 2, respectively. As of December 31, 2023, the investments and cash equivalents within our discontinued operations were comprised of $ 157.8 million and $ 22.6 million with fair value measurements of Level 1 and Level 2, respectively. Under applicable state regulations, all investments and cash and cash equivalents within our discontinued operations are classified as restricted.

 Medical Costs Payable: The table below details the components making up the medical costs payable within current liabilities of discontinued operations as of December 31, (in thousands):

 Bright HealthCare - Commercial
 Bright HealthCare

 2024
 2023
 2024
 2023

 Claims unpaid

 $
 5,760
 $
 14,500
 $
 —
 $
 33,826

 Provider incentive payable
 —
 —
 —
 40,704

 Claims adjustment expense liability

 —
 2,382
 —
 5,167

 Incurred but not reported (IBNR)

 1,271
 14,999
 —
 192,441

 Total medical costs payable of discontinued operations

 $
 7,031
 $
 31,881
 $
 —
 $
 272,138

 Risk Adjustment: We record adjustments for changes to the risk adjustment balances for individual policies in premium revenue. The risk adjustment program adjusts premiums based on the demographic factors and health status of each consumer as derived from current-year medical diagnoses as reported throughout the year. Under the risk adjustment program, a risk score is assigned to each covered consumer to determine an average risk score at the individual and small-group level by legal entity in a particular market in a state. Additionally, an average risk score is determined for the entire subject population for each market in each state. Settlements are determined on a net basis by legal entity and state and are made in the middle of the year following the end of the contract year. Each health insurance issuer's average risk score is compared to the state's average risk score. Risk adjustment is subject to audit by HHS.

 In September 2023, our insurance subsidiaries in Colorado, Florida, Illinois and Texas entered into repayment agreements with CMS with respect to the unpaid amount of their risk adjustment payable obligations for an aggregate amount of $ 380.2 million (the "Original 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. Our insurance subsidiary in Illinois repaid its risk adjustment payable obligation under the Original Repayment Agreements in January 2025, and our

 insurance subsidiary in Texas has since been deconsolidated from the Company as described in Note 17, Deconsolidation of Bright HealthCare Insurance Company of Texas.

 Additionally, in May 2024, CMS communicated the results of its "Summary Report of 2022 Benefit Year Risk Adjustment Validation (HHS-RADV) Adjustments to Risk Adjustment State Transfers" which indicated the Company had an additional risk adjustment obligation of $ 10.6 million, which was paid in September 2024. The remaining amount due relating to the risk adjustment Repayment Agreements, our risk adjustment payable liability for discontinued operations, was estimated to be $ 276.8 million and $ 291.1 million at December 31, 2024 and 2023, respectively.

 Accounts Payable: As of December 31, 2024, the majority of the Accounts payable of discontinued operations balance included $ 5.0 million of contract termination costs related to restructuring. As of December 31, 2023, Accounts payable of discontinued operations included $ 22.5 million of contract termination costs related to restructuring.

 Property, Equipment and Capitalized Software: The table below details the property, equipment and capitalized software at December 31, 2024 and 2023, consists of the following (in thousands).

 2024
 2023

 Software
 $
 —
 $
 22,521

 Leasehold improvements
 —

 Medical and other equipment
 —

 Gross property, equipment, and capitalized software

 —
 22,847

 Less accumulated depreciation
 —
 ( 4,893)

 Property, equipment, and capitalized software, net
 $
 —
 $
 17,954

 Depreciation expense of $ 0.7 million and fixed asset impairment expense of $ 3.9 million was recognized for the year ended December 31, 2023. There was no depreciation expense and $ 0.1 million of fixed asset impairment expense recognized for the year ended December 31, 2024.

 Leases: Operating lease costs were $ 0.5 million and $ 10.2 million for the years ended December 31, 2024, and 2023, respectively, and are included in operating expenses from discontinued operations. The years ended December 31, 2024 and 2023 included immaterial short-term lease costs and sublease income. Operating lease ROU assets for our discontinued

 operations are included in prepaids and other current assets and other non-current assets. Operating lease liabilities for our discontinued operations are included in other current liabilities.

 At December 31, 2024 and 2023, the assets and liabilities related to operating leases in our Consolidated Balance Sheets are as follows (in thousands):

 2024
 2023

 Operating lease ROU assets
 $
 —
 $

 Liabilities

 Operating lease liabilities
 $
 8,495
 $
 8,983

 We incurred $ 2.7 million and $ 7.0 million in costs related to the full abandonment of operating leases for our discontinued operations for the years ended December 31, 2024 and 2023, respectively.

 Supplemental cash flow and noncash information related to our operating leases was as follows (in thousands):

 2024
 2023

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash outflows from operating leases
 $
 3,887
 $
 6,892

 Imputed interest accretion of operating leases, included in lease costs
 $
 $

 ROU assets obtained in exchange for new lease liabilities
 $
 —
 $
 —

 Weighted-average remaining lease term (in years)
 3.68
 3.68

 Weighted-average discount rate
 6.0
 %
 6.0
 %

 Restricted Capital and Surplus: Our regulated insurance legal entities are required by statute to meet and maintain a minimum level of capital as stated in applicable state regulations, such as risk-based capital requirements. These balances are monitored regularly to ensure compliance with these regulations. Our regulated subsidiaries had a net deficit of statutory capital and surplus of $ 211.3 million and $ 225.0 million as of December 31, 2024 and 2023, respectively. We are out of compliance with the minimum levels for certain of our regulated insurance legal entities of our discontinued operations.

 NOTE 20. SUBSEQUENT EVENTS

 We have evaluated the events and transactions that have occurred through the date at which the consolidated financial statements were issued. Other than those described in the footnotes above, no additional events or transactions have occurred that may require adjustment to the consolidated financial statements or disclosures.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Limitations of Effectiveness of Disclosure Controls and Procedures

 In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of controls and procedures relative to their costs.

 Evaluation of Disclosure Controls and Procedures

 Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.

 Previously Disclosed Material Weakness

 During fiscal years 2022, 2023 and 2024, with the oversight of the Audit Committee of the Board of Directors, the Company implemented a remediation plan to address the previously identified material weakness. Since disclosing the material weakness, the Company has:

 • Held SOX training sessions to communicate expectations and enhance awareness and understanding of control activities and related responsibilities.
 • Created or enhanced policies and procedures related to timely execution of controls for processes where control deficiencies existed.
 • Remediated control activities that were previously identified as deficient.
 • Designed and implemented new control activities to address control gaps.

 As relevant control activities have been designed, implemented, and operated effectively for a sufficient period to address the previously disclosed material weakness, management, including our Chief Executive Officer and Chief Financial Officer, has concluded the material weakness identified in the prior year has been remediated as of December 31, 2024.

 Management's Annual Report on Internal Control over Financial Reporting

 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control-Integrated Framework (2013) issued by COSO. Based on an evaluation under these criteria, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

 Our independent registered public accounting firm has not performed an evaluation of the effectiveness of our internal control over financial reporting during any period in 2024 in accordance with the provisions of the Sarbanes-Oxley Act.

 Changes in Internal Control over Financial Reporting

 Based on the evaluation of changes in our internal control over financial reporting, other than described above under "Previously Disclosed Material Weakness", our management, with the participation of our Chief Executive Officer and Chief Financial Officer, did not identify changes that occurred in our internal control over financial reporting during the

 year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Information regarding our executive officers is provided in Part I under the heading "Information About our Executive Officers."

 Code of Conduct

 We have adopted a Code of Conduct applicable to all employees, executive officers and directors that addresses legal and ethical issues that may be encountered in carrying out their duties and responsibilities, including the requirement to report any conduct they believe to be a violation of the Code of Conduct. The Code of Conduct is available on our website, investors.neuehealth.com. For information about how to obtain the Code of Conduct, see Part I, Item 1, "Business." If our Board were to amend our Code of Conduct or waive any provision of our Code of Conduct for a director or executive officer of the Company, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our website set forth above.

 Securities Trading Policies and Procedures

 We have adopted policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, and by us that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the New York Stock Exchange. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Annual Report on Form 10-K.

 The remaining information required by this item will be included under the headings "Corporate Governance" and "Proposal 1 – Election of Directors" in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

 ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION

 Clawback Policy

 Pursuant to our Clawback Policy for executive officers, the Compensation Committee may recover cash-based and performance-based-equity incentive compensation paid to any current or former officer (as defined by Rule 16a-1(f) of the Exchange Act) in the event of a restatement of our financial results caused by or contributed to by such officer's fraud, willful misconduct, or gross negligence if the incentive compensation received by such officer exceeded the amount that such officer would have received based on the restated financial results.

 The remaining information required in response to this item will be included under the headings "Executive and Director Compensation," "Executive Compensation – Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report" in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Securities Authorized for Issuance Under Equity Compensation Plans

 Information about our common stock that may be issued under our equity compensation plans as of December 31, 2024, was as follows:

 Plan Category
 Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights(1)

 Weighted-Average Exercise Price per Share of Outstanding Options and Rights(2)

 Number of Securities Available for Future Issuance Under Equity Compensation Plans(3)

 Equity compensation plans approved by shareholders
 3,398,750
 $
 139.33
 894,837

 (1)Includes grants of stock options and restricted stock units (which may be time-based or market-based) granted under the 2021 Incentive Plan and the 2016 Incentive Plan.
 (2)Includes weighted-average exercise price per share of outstanding stock options only.
 (3)Consists of shares of common stock available for future issuance under the 2021 Incentive Plan as of December 31, 2024. Excludes securities to be issued upon exercise of outstanding options and rights. Shares available under the 2021 Incentive Plan may be granted as future awards in the form of stock options, stock appreciation rights, restricted shares, restricted stock units and other equity-based awards.

 The remaining information required by this item will be included under the heading "Security Ownership of Certain Beneficial Owners and Management" in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The information required by this item will be included under the heading "Certain Relationships and Related Party Transactions" and "Corporate Governance" in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The information required by this item will be included under the heading "Disclosure of Fees Paid to Independent Registered Public Accounting Firm" in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 The following documents are filed as part of this report:
 (a)1. Financial Statements. The financial statements are included under Item 8 of this report:
 (•)Report of Independent Registered Public Accounting Firm.
 (•)Consolidated Balance Sheets as of December 31, 2024 and 2023.
 (•)Consolidated Statements of Income (Loss) for the years ended December 31, 2024 and 2023.
 (•)Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023.
 (•)Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders' Equity (Deficit) for the years ended December 31, 2024 and 2023.
 (•)Consolidated Statements of Cash Flows for years ended December 31, 2024 and 2023.
 (•)Notes to the Consolidated Financial Statements.
 2. Financial Statement Schedules. The following statement schedule of the Company is included in Item 15(c)
 (•)Schedule I - Condensed Financial Information of Registrant (Parent Company Only).
 All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included in the consolidated financial statements, and therefore have been omitted.
 (b)Exhibits. See Exhibit Index, which is incorporated by reference as if fully set forth herein.
 EXHIBIT INDEX

 Exhibit Number

 Description

 2.1
 Agreement and Plan of Merger, dated as of December 23, 2024, by and among NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc. and NeueHealth, Inc. (incorporated by reference to Exhibit 2.1 filed with the Registrant's Current Report on Form 8-K filed on December 23, 2024).

 3.1
 Ninth Amended and Restated Certificate of Incorporation of NeueHealth, Inc. (incorporated by reference to Exhibit 4.1 filed with the Registrant's Registration Statement on Form S-8 filed on June 28, 2021)

 3.2
 Certificate of Amendment to the Ninth Amended and Restated Certificate of Incorporation of NeueHealth, Inc. (incorporated by reference to Exhibit 3.1 filed with the Registrant's Current Report on Form 8-K filed on May 25, 2023)

 3.3
 Certificate of Amendment to the Ninth Amended and Restated Certificate of Incorporation of NeueHealth, Inc. (incorporated by reference to Exhibit 3.1 filed with the Registrant's Current Report on Form 8-K filed on January 24, 2024)

 3.4
 Certificate of Designations of Series A Convertible Perpetual Preferred Stock of NeueHealth, Inc. (incorporated by reference to Exhibit 3.1 filed with the Registrant's Current Report on Form 8-K filed on January 3, 2022)

 3.5
 Certificate of Amendment to the Certificate of Designations of Series A Convertible Perpetual Preferred Stock of NeueHealth, Inc. (incorporated by reference to Exhibit 3.1 filed with the Registrant's Current Report on Form 8-K filed on October 18, 2022)

 3.6
 Certificate of Designations of Series B Convertible Perpetual Preferred Stock of NeueHealth Inc. (incorporated by reference to Exhibit 3.2 filed with the Registrant's Current Report on Form 8-K filed on October 18, 2022)

 3.7
 Fourth Amended and Restated Bylaws of NeueHealth, Inc. (incorporated by reference to Exhibit 3.2 filed with the Registrant's Current Report on Form 8-K filed on January 24, 2024)

 4.1
 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 filed with the Registrant's Annual Report on Form 10-K filed on March 18, 2022)

 4.2
 Form of Warrant to Purchase Shares of Common Stock (included in Exhibit 10.7) (incorporated by reference to Exhibit 4.1 filed with the Registrant's Current Report on Form 8-K filed on October 5, 2023)

 4.3
 Form of Warrant to Purchase Shares of Common Stock (included in Exhibit 10.8) (incorporated by reference to Exhibit 4.1 filed with the Registrant's Current Report on Form 8-K filed on April 10, 2024).

 4.4
 Form of Warrant Agreement with certain affiliates of Hercules Capital, Inc. (incorporated by reference to Exhibit 4.1 filed with the Registrant's Quarterly Report on Form 10-Q filed on August 13, 2024).

 10.1
 Credit Agreement, dated as of August 4, 2023, among NeueHealth, Inc. (f/k/a Bright Health Group, Inc.), New Enterprise Associates, Inc. and the financial institutions from time to time party thereto as lenders, and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K filed on August 7, 2023)

 10.2
 Incremental Amendment No. 1, dated as of October 2, 2023, among NeueHealth, Inc. (f/k/a Bright Health Group, Inc.), NEA 18 Venture Growth Equity, L.P. and California State Teachers' Retirement System (incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K filed on October 5, 2023)

 10.3
 Incremental Amendment No. 2, dated as of April 8, 2024, among NeueHealth, Inc., NEA 18 Venture Growth Equity, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K filed on April 10, 2024).

 10.4
 Incremental Amendment No. 3, dated as of June 21, 2024, among NeueHealth, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.2 filed with the Registrant's Quarterly Report on Form 10-Q filed on August 13, 2024).

 10.5
 Loan and Security Agreement, dated as of June 21, 2024, by and among the Company, Hercules Capital, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.1 filed with the Registrant's Quarterly Report on Form 10-Q filed on August 13, 2024).

 10.6
 Warrantholders Agreement, dated as of August 4, 2023, among NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) and the Holders named therein (incorporated by reference to Exhibit 10.3 filed with the Registrant's Current Report on Form 8-K filed on August 7, 2023)

 10.7
 Warrantholders Agreement, dated as of October 2, 2023, among NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) and California State Teachers' Retirement System (incorporated by reference to Exhibit 10.2 filed with the Registrant's Current Report on Form 8-K filed on October 5, 2023)

 10.8
 Warrantholders Agreement, dated as of April 8, 2024, among NeueHealth, Inc., NEA 18 Venture Growth Equity, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.2 filed with the Registrant's Current Report on Form 8-K filed on April 10, 2024).

 10.9
 Investment Agreement, dated December 6, 2021, by and between NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) and Cigna Health & Life Insurance Company and New Enterprise Associates 17, L.P. (incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K filed on December 7, 2021)

 10.10
 Bright Health Insurance Company of Florida Repayment Plan Approval and Letter of Agreement, dated September 14, 2023, by and between the Centers for Medicare and Medicaid Services and Bright Health Insurance Company of Florida (incorporated by reference to Exhibit 10.2 filed with the Registrant's Current Report on Form 8-K filed on September 19, 2023)

 10.11
 Bright Health Insurance Company of Illinois Repayment Plan Approval and Letter of Agreement, dated September 14, 2023, by and between the Centers for Medicare and Medicaid Services and Bright Health Insurance Company of Illinois (incorporated by reference to Exhibit 10.3 filed with the Registrant's Current Report on Form 8-K filed on September 19, 2023)

 10.12
 Bright Health Insurance Company of Texas Repayment Plan Approval and Letter of Agreement, dated September 14, 2023, by and between the Centers for Medicare and Medicaid Services and Bright Health Insurance Company of Texas (incorporated by reference to Exhibit 10.4 filed with the Registrant's Current Report on Form 8-K filed on September 19, 2023)

 10.13
 Bright Health Insurance Company Repayment Plan Approval and Letter of Agreement, dated September 14, 2023, by and between the Centers for Medicare and Medicaid Services and Bright Health Insurance Company (incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K/A filed on September 19, 2023)

 10.14
 Addendum to Bright Health Insurance Company Repayment Plan Approval and Letter of Agreement, dated March 11, 2024, by and between the Centers for Medicare and Medicaid Services and Bright Health Insurance Company (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

 10.15
 Bright Health Management Inc. Severance Benefits Plan and Summary Plan Description (incorporated by reference to Exhibit 10.7 filed with the Registrant's Registration Statement on Form S-1 filed on June 15, 2021)

 10.16
 NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K filed on May 8, 2024

 10.17
 Form of Stock Option Agreement under the NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 filed with the Registrant's Registration Statement on Form S-1/A filed on June 5, 2021)

 10.18
 Form of Restricted Stock Unit Agreement under the NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 filed with the Registrant's Registration Statement on Form S-1/A filed on June 4, 2021)

 10.19
 Form of Executive Performance Stock Unit Agreement under the NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) 2021 Omnibus Incentive Plan (2021 Executive Leadership Team PSUs)(incorporated by reference to Exhibit 10.11 filed with the Registrant's Registration Statement on Form S-1/A filed on June 4, 2021)

 10.20
 Form of Executive Performance Stock Unit Agreement under the NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 filed with the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2021)

 10.21
 NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) 2016 Stock Incentive Plan (as amended through December 21, 2020) (incorporated by reference to Exhibit 10.4 filed with the Registrant's Registration Statement on Form S-1 filed on May 19, 2021)

 10.22
 Form of Stock Option Agreement under the NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 filed with the Registrant's Registration Statement on Form S-1 filed on May 19, 2021)

 10.23
 Amended and Restated Employment Agreement, effective as of September 23, 2021, between Bright Health Management, Inc. and George L. Mikan III (incorporated by reference to Exhibit 10.15 filed with the Registrant's Annual Report on Form 10-K filed on March 18, 2022)

 10.24
 Form of Restricted Stock Unit Agreement under the NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K filed on December 20, 2021)

 10.25
 Form of Indemnification Award for Directors and Officers (incorporated by reference to Exhibit 10.7 filed with the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2021)

 10.26
 Bright Health Management Inc. Annual Incentive Plan (formerly known as Bright Health Inc.) (incorporated by reference to Exhibit 10.6 filed with the Registrant's Registration Statement on Form S-1 filed on May 19, 2021)

 10.27
 Form of Executive Separation Agreement (incorporated by reference to Exhibit 10.2 filed with the Registrant's Quarterly Report on Form 10-Q filed on May 12, 2022)

 10.28
 Investment Agreement, dated October 10, 2022, by and between NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) and the purchasers parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 11, 2022).

 10.29
 Third Amended and Restated Registration Rights Agreement, dated as of October 17, 2022, by and among NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 18, 2022).

 10.30
 Form of Restricted Stock Unit Agreement under the NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) 2021 Omnibus Incentive Plan (2022)

 10.31
 Form of Stock Option Agreement under the NeueHealth, Inc. (f/k/a Bright Health Group, Inc.) 2021 Omnibus Incentive Plan (2022)

 10.32
 Executive Employment Agreement between Centrum Medical Holdings, LLC and Tomas Orozco, effective August 9, 2021 (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

 10.33*
 Unit Purchase Agreement, dated as of October 29, 2024, by and among NeueHealth, Inc., Medical Practice Holding Company, LLC, RRD Healthcare, LLC, Centrum Medical Holdings, LLC and the other parties named therein

 10.34*
 Secured Promissory Note between Medical Practice Holding Company, LLC and RRD Healthcare, LLC dated October 29, 2024

 19.1*
 NeueHealth, Inc. Insider Trading Policy

 21.1*
 Subsidiaries of the Registrant

 23.1*
 Consent of Deloitte & Touche LLP

 31.1*
 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*
 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*
 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

 32.2*
 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

 97.1
 Incentive Compensation Clawback Policy of NeueHealth, Inc. (incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

 101*
 The following financial information from our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 21, 2025, formatted in Inline Extensible Business Reporting Language

 104*

 _______________
 * Filed herewith.
 Management contract or compensatory plan or arrangement.
 (1) The certifications in Exhibit 32.1 to this Annual Report on Form 10-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 (c) Financial Statement Schedule. Schedule I - Condensed Financial Information of Registrant (Parent Company Only).

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE

 To the shareholders and the Board of Directors of NeueHealth, Inc.

 We have audited the consolidated financial statements of NeueHealth, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023 and for each of the two years in the period ended December 31, 2024, and have issued our report thereon dated March 21, 2025, which contained an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding going concern.

 The financial statement schedule of the Company listed in the Index at Item 15 has been subjected to audit procedures performed in conjunction with the audit of the Company's consolidated financial statements. The financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement schedule based on our audits. In our opinion, the financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 Deloitte & Touche LLP

 Minneapolis, Minnesota

 March 21, 2025

 Schedule I

 Condensed Financial Information of Registrant
 (Parent Company Only)
 Parent Company Condensed Balance Sheets

 As of December 31,

 2024
 2023

 Current assets:

 $
 $
 1,540

 Investment in subsidiaries
 —
 36,879

 Prepaids and other assets
 5,771
 1,008

 Total assets
 $
 6,533
 $
 39,427

 Liabilities, Redeemable Preferred Stock and Shareholders' Deficit

 Current liabilities:

 Related-party payable, net
 $
 —
 $
 8,564

 Short-term borrowings
 2,000
 303,947

 Warrant liability
 29,738
 —

 8,182
 3,920

 Total current liabilities
 39,920
 316,431

 Long-term borrowings
 138,664

 Accumulated deficit in excess of paid-in capital of subsidiaries
 262,571
 —

 Other liabilities
 —

 Total liabilities
 441,221
 382,831

 Commitments and contingencies (Note 13)

 Redeemable Series A preferred stock, $ 0.0001 par value; 750,000 shares authorized in 2024 and 2023; 750,000 shares issued and outstanding in 2024 and 2023

 747,481
 747,481

 Redeemable Series B preferred stock, $ 0.0001 par value; 175,000 shares authorized in 2024 and 2023; 175,000 shares issued and outstanding in 2024 and 2023

 172,936
 172,936

 Shareholders' equity (deficit):

 Common stock, $ 0.0001 par value; 3,000,000,000 shares authorized in 2024 and 2023; 8,320,959 and 8,053,576 shares issued and outstanding in 2024 and 2023, respectively

 Additional paid-in capital
 3,099,423
 3,056,027

 Retained earnings (deficit)
 ( 4,442,529)
 ( 4,307,849)

 Treasury stock, at cost, 31,526 shares at December 31, 2024 and 2023

 Total shareholders' equity (deficit)
 ( 1,355,105)
 ( 1,263,821)

 Total liabilities, redeemable preferred stock and shareholders' equity (deficit)
 $
 6,533
 $
 39,427

 Schedule I

 Condensed Financial Information of Registrant
 (Parent Company Only)
 Parent Company Condensed Statements of Income (Loss) and Comprehensive Income (Loss)

 2024
 2023

 $
 $

 Total revenue

 Operating costs:

 84,765
 84,296

 Total operating costs

 84,765
 84,296

 17,547
 38,158

 Warrant expense

 3,661

 Gain on troubled debt restructuring
 ( 30,311)
 —

 Loss before income taxes and equity in net loss of subsidiaries

 ( 75,648)
 ( 136,372)

 Income tax expense

 Loss before equity in net loss of subsidiaries

 ( 75,797)
 ( 137,263)

 Equity in net loss of subsidiaries

 ( 58,883)
 ( 1,014,191)

 ( 134,680)
 ( 1,151,454)

 Unrealized investment holding gains

 1,762

 Less: reclassification adjustments for investment losses (gains)

 ( 2,545)

 Other comprehensive income

 4,307

 Comprehensive loss

 $
 ( 134,558)
 $
 ( 1,147,147)

 Schedule I

 Condensed Financial Information of Registrant
 (Parent Company Only)
 Parent Company Condensed Statements of Cash Flows

 2024
 2023

 Net cash (used in) operating activities
 $
 ( 26,273)
 $
 ( 52,816)

 Cash flows from investing activities:

 Proceeds from sales, paydown, and maturities of investments.
 —
 1,619

 Capital contributions from (to) operating subsidiaries
 222,417
 ( 13,998)

 Net cash provided by (used in) investing activities
 222,417
 ( 12,379)

 Cash flows from financing activities:

 Proceeds from short-term borrowings
 2,000
 —

 Repayments of short-term borrowings
 ( 273,636)
 —

 Proceeds from long-term borrowings
 74,714

 Net cash (used in) provided by financing activities
 ( 196,922)

 Net (decrease) increase in cash and cash equivalents
 ( 778)
 1,205

 Cash and cash equivalents – beginning of year
 1,540

 Cash and cash equivalents – end of year
 $
 $
 1,540

 Schedule I

 Condensed Financial Information of Registrant
 (Parent Company Only)
 Notes to Condensed Financial Statements

 NOTE 1. BASIS OF PRESENTATION
 The NeueHealth, Inc. (the "Parent Company") condensed financial statements should be read in conjunction with our consolidated financial statements. The condensed financial statements include the activity of the Parent Company and reflect its subsidiaries using the equity method of accounting. Under the equity method, the investment in consolidated subsidiaries is stated at cost plus equity in undistributed earnings of consolidated subsidiaries.
 NOTE 2. SUBSIDIARY TRANSACTIONS
 Investment in Subsidiaries: The Parent Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.
 Dividends and Capital Distributions: There were no cash dividends from unregulated subsidiaries to the Parent Company for the years ended December 31, 2024 and 2023.
 NOTE 3. BORROWINGS & COMMON STOCK WARRANTS
 Discussion of borrowings and common stock warrants can be found in Note 5 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data."
 NOTE 4. COMMITMENTS AND CONTINGENCIES
 Certain regulated subsidiaries are guaranteed by the Parent Company in the event of insolvency.
 For a summary of commitments and contingencies, see Note 13 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data."

 ITEM 16. FORM 10-K SUMMARY
 None.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date: March 21, 2025
 By:
 /s/ G. Mike Mikan

 Name: G. Mike Mikan

 Title: Chief Executive Officer and President

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on March 21, 2025.

 SIGNATURE
 TITLE

 /s/ G. Mike Mikan
 Chief Executive Officer, President and Director
(Principal Executive Officer)

 G. Mike Mikan

 /s/ Jay Matushak
 Chief Financial Officer
(Principal Financial Officer)

 Jay Matushak

 /s/ Jeffrey J. Scherman
 Chief Accounting Officer
(Principal Accounting Officer)

 Jeffrey J. Scherman

 /s/ Robert J. Sheehy

 Robert J. Sheehy
 Chairman

 /s/ Kedrick D. Adkins Jr.

 Kedrick D. Adkins Jr.

 /s/ Linda Gooden

 Linda Gooden

 /s/ Jeffrey R. Immelt

 Jeffrey R. Immelt

 /s/ Manuel Kadre

 Manuel Kadre

 /s/ Steve Kraus

 Steve Kraus

 /s/ Mohamad Makhzoumi

 Mohamad Makhzoumi

 /s/ Matthew Manders

 Matthew Manders

 /s/ Andrew M. Slavitt

 Andrew M. Slavitt