Form 4: AMEDISYS Officer's Equity Converted Post-UnitedHealth Merger

Amedisys Chief Compliance Officer's equity holdings converted to cash and UnitedHealth Group securities following the company's acquisition by UnitedHealth Group.

Summary

• Amedisys, Inc. was acquired by UnitedHealth Group Incorporated on August 14, 2025, through a merger with Aurora Holdings Merger Sub Inc.
• Each outstanding share of Amedisys common stock automatically converted into the right to receive $101 per share in cash.
• Reporting Person Denise M. Bohnert's direct common stock holdings of 9,283 shares and indirect holdings of 214 shares (via 401(k) plan) were disposed of for cash.
• Outstanding Amedisys Restricted Stock Units (RSUs) were converted into UnitedHealth Group RSUs, subject to the same terms and conditions.
• Performance-Based Restricted Stock Units (PSUs) were converted into time-based vesting UnitedHealth Group RSUs, with 3,468 PSUs earned by the reporting person based on 127.23% achievement of 2023 Adjusted EBITDA performance.
• Amedisys stock options were automatically converted into options to purchase UnitedHealth Group common stock, with adjusted share counts and exercise prices, retaining their original terms and conditions.

Sentiment

Score: 7

Explanation: The filing details the successful completion of a merger, which is generally a positive event for shareholders receiving a cash payout. The conversion of equity awards ensures continuity for employees. The achievement of performance targets for PSUs prior to the merger is also a positive indicator. No negative surprises or risks are disclosed within the scope of this Form 4.

Positives

• Successful completion of the merger, providing a cash payout of $101 per share to Amedisys shareholders.
• Achievement of 2023 Adjusted EBITDA performance at 127.23% for PSUs, indicating strong operational results prior to the merger.
• Continuity of equity incentives for employees through the conversion of Amedisys equity awards into UnitedHealth Group equity awards.

Negatives

• Amedisys, Inc. ceases to be an independent publicly traded entity, which means direct investment in its specific operations is no longer possible.
• The reporting person is no longer subject to Section 16 for Amedisys, indicating a change in the company's public status and potentially the reporting person's role related to Amedisys as a standalone entity.

Future Outlook

The filing primarily details the completed acquisition of Amedisys by UnitedHealth Group and the conversion of equity awards. It indicates that former Amedisys equity holders will now hold UnitedHealth Group equity, with some vesting schedules extending into 2026 and option expiration dates as far as 2033, aligning their future incentives with UnitedHealth Group's performance.

Industry Context

This acquisition represents a significant consolidation within the healthcare services sector, specifically home health and hospice care, as a major diversified healthcare company like UnitedHealth Group expands its footprint. Such mergers are common as larger players seek to integrate care delivery models and achieve economies of scale, reflecting a broader trend towards vertical integration in healthcare.

Comparison to Industry Standards

• The $101 per share cash consideration for Amedisys common stock aligns with typical acquisition premiums seen in the healthcare sector for established players.
• While specific comparable companies or projects are not detailed in this Form 4, the conversion of equity awards into the acquirer's stock (UnitedHealth Group) with continued vesting schedules is a standard practice in M&A to retain key personnel and align their interests with the new parent company.
• The use of an 'Equity Award Exchange Ratio' based on the acquirer's stock price is also a common mechanism for such conversions.

Management Changes

Stakeholder Impact

• Shareholders: Received $101 cash per share, realizing a return on their investment.
• Employees (specifically Denise M. Bohnert): Equity awards converted to UnitedHealth Group equity, maintaining incentive alignment with the new parent company.
• Amedisys as an entity: Ceased to be an independent public company, becoming a wholly-owned subsidiary of UnitedHealth Group.

Next Steps

• Continued vesting of converted UnitedHealth Group RSUs for former Amedisys employees.
• Exercise of converted UnitedHealth Group stock options by former Amedisys employees.
• Integration of Amedisys operations into UnitedHealth Group.

Key Dates

Keywords

Amedisys, UnitedHealth Group, Merger, Acquisition, SEC Form 4, Insider Trading, Equity Conversion, Restricted Stock Units, Stock Options, Performance Shares, Corporate Governance, Healthcare