Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On October 11, 2022, Bright Health Group, Inc., (the "Company") issued a press
release announcing, among other things, that it will focus on delivering
affordable healthcare to aging and underserved populations through its fully
aligned care model in Florida, Texas and California, and that it will no longer
offer Individual and Family Plan products through Bright HealthCare in 2023, or
Medicare Advantage products outside of California. As a result of these
strategic changes, the Company approved a plan to restructure its workforce and
reduce expenses based on its updated business model. In light of the need to
retain key employees during this significant transformation, on November 15,
2022, the Compensation and Human Capital Committee of the Board of Directors of
the Company approved a broad-based retention program for such employees
comprised of an aggregate of approximately 27.4 million restricted stock units
("RSU") to be granted on January 3, 2023. In accordance with the rules of Item
5.02 of Form 8-K, the Company is disclosing two specific grants below:

Name                                                                            Restricted Stock Units
G. Mike Mikan, Chief Executive Officer and President                                               7,624,696
Catherine R. Smith, Chief Financial and Administrative Officer                                     2,806,312



Upon vesting, each RSU represents the right to receive one share of the
Company's common stock. The RSUs will be granted under the Company's 2021
Omnibus Incentive Plan (the "Plan"). Subject to the terms and conditions of the
Plan and the applicable award agreement, 100% of the RSUs will vest on the
second anniversary of the grant date, subject to such award recipient remaining
continuously employed by the Company through the such vesting date.

The foregoing description of the RSU awards does not purport to be complete and
is qualified in its entirety by reference to the Form of Restricted Stock Unit
Award Agreement (2022), which is attached as Exhibit 10.1 to this report and
incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

       Exhibit
         No.                                              Description
         10.1                  Form of Restricted Stock Unit Agreement under the Bright Health
                             Group, Inc. 2021 Omnibus Incentive Plan (2022)
                             The cover page from the Current Report on Form 8-K formatted in
         104                 Inline XBRL.

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