Form 4: AMEDISYS CFO Reports Merger-Related Stock Changes
Insider Transaction Report
Amedisys's EVP, CFO & COO, Scott G. Ginn, reported significant changes in his beneficial ownership of company securities following the acquisition by UnitedHealth Group.
Summary
- Amedisys, Inc. (AMED) was acquired by UnitedHealth Group Incorporated on August 14, 2025, through a merger with its subsidiary, Aurora Holdings Merger Sub Inc.
- Each outstanding share of Amedisys common stock was converted into the right to receive $101 per share in cash.
- Scott G. Ginn, EVP, CFO & COO, reported the disposition of 31,211 shares of common stock, which were converted into cash.
- An additional 60,518 shares of common stock were disposed of, converting into UnitedHealth Group Restricted Stock Units (RSUs).
- Performance-based Restricted Stock Units (PSUs) totaling 10,399 were earned by Mr. Ginn, based on 2023 Adjusted EBITDA performance certified at 127.23%.
- These earned PSUs were subsequently converted into time-based vesting UnitedHealth Group RSUs.
- Shares held in the Amedisys 401(k) plan, totaling 2,714, were also converted into the $101 per share cash consideration.
- Various stock options with exercise prices ranging from $49.25 to $295.20 were disposed of and converted into options to purchase UnitedHealth Group common stock.
Sentiment
Score: 8
Explanation: The filing confirms the successful completion of a previously announced merger, with shareholders receiving a pre-agreed cash price and executive equity awards converting favorably into the acquiring company's securities, indicating a positive outcome for the company and its executives.
Positives
- The merger with UnitedHealth Group was successfully completed, providing Amedisys shareholders with a cash payout of $101 per share.
- Executive equity awards, including RSUs and PSUs, were converted into UnitedHealth Group securities, maintaining their value and future vesting potential.
- Performance-based restricted stock units (PSUs) achieved strong performance, with 2023 Adjusted EBITDA certified at 127.23% of target, resulting in a higher number of earned units for the reporting person.
Negatives
- Amedisys, Inc. ceased to be an independent publicly traded entity following its acquisition by UnitedHealth Group.
Future Outlook
Equity awards converted into UnitedHealth Group RSUs and stock options will continue to be subject to their original terms and conditions, including vesting schedules, with PSUs vesting on December 31, 2025.
Industry Context
This filing reflects the completion of a significant acquisition in the U.S. healthcare services sector, where UnitedHealth Group, a major diversified healthcare company, has expanded its presence in home health and hospice care through the acquisition of Amedisys.
Comparison to Industry Standards
- The cash consideration of $101 per share for Amedisys common stock aligns with typical merger and acquisition valuations in the healthcare sector, often reflecting a premium over pre-announcement trading prices.
- The conversion of executive equity awards (RSUs, PSUs, stock options) into equivalent securities of the acquiring company (UnitedHealth Group) is a standard practice in corporate mergers, designed to maintain executive incentives and continuity post-acquisition.
Stakeholder Impact
- Shareholders of Amedisys received a cash payout of $101 per share for their holdings.
- Employees, particularly executives like the reporting person, had their equity incentives converted into securities of the acquiring company, maintaining their long-term compensation structure.
Next Steps
- Continued vesting of converted UnitedHealth Group equity awards for the reporting person.
Key Dates
| Date | Description |
|---|---|
| 2023-06-26 | Date of the original Agreement and Plan of Merger between Amedisys, UnitedHealth Group, and Aurora Holdings Merger Sub Inc. |
| 2024-02-20 | Compensation Committee of Amedisys's Board of Directors certified achievement of 2023 Adjusted EBITDA performance at 127.23%. |
| 2024-12-26 | Date of waiver modifying the Merger Agreement. |
| 2025-08-14 | Effective time of the Merger and transaction date for reported securities changes. |
| 2025-12-31 | Vesting date for converted UnitedHealth Group RSUs originating from Amedisys PSUs. |
| 2026-02-20 | Vesting date for a portion of certain stock options (1,530 options from $143.25 strike price, 2,876 options from $91.77 strike price). |
| 2027-07-19 | Expiration date for stock options with an exercise price of $58.69. |
| 2027-10-18 | Expiration date for stock options with an exercise price of $49.25. |
| 2029-02-20 | Expiration date for stock options with an exercise price of $127.11. |
| 2030-02-12 | Expiration date for stock options with an exercise price of $198.81. |
| 2031-02-17 | Expiration date for stock options with an exercise price of $295.20. |
| 2032-02-17 | Expiration date for stock options with an exercise price of $143.25. |
| 2033-02-23 | Expiration date for stock options with an exercise price of $91.77. |
Keywords
Amedisys, AMED, UnitedHealth Group, UNH, Merger, Acquisition, SEC Form 4, Insider Transaction, Stock Options, Restricted Stock Units, Performance Stock Units, Executive Compensation, Healthcare Services
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