0001671284false8000 Norman Center Drive Suite 900MinneapolisMinnesota00016712842023-05-132023-05-13

Date of Report (date of earliest event reported) May 13, 2023

Registrant's telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

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As announced by Bright Health Group, Inc. (“Bright Health” or the “Company”) on May 3, 2023, Jay Matushak, Senior Vice President, Bright HealthCare, was appointed Chief Financial Officer of the Company, effective as of May 12, 2023.

On May 13, 2023, the Compensation and Human Capital Committee of the Board of Directors of the Company approved the following compensation for Mr. Matushak. He will receive an annual base salary of $560,000, will be eligible for an annual cash incentive award under the Company’s annual incentive plan with a target incentive opportunity of 75% of base salary, and will be eligible for a grant of equity-based awards under the Company's Amended and Restated 2021 Omnibus Incentive Plan having a target value of approximately $1,200,000. He will also be eligible for health and wealth benefits available to all employees as well separation benefits in accordance with the Company’s previously disclosed 2021 Severance Plan.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.