AMED merger closed: insiders converted shares and RSUs to $101 cash

Rhea-AI Filing Summary

Amedisys director Samuels Ivanetta Davis reported a disposition of all her Amedisys (AMED) common stock on 08/14/2025 in connection with the company's merger into UnitedHealth Group. At the Effective Time of the merger each outstanding Amedisys share converted into the right to receive $101 per share in cash. The Form 4 shows a disposition of 7,600 common shares, and separately discloses that 1,690 time-based RSUs were cancelled and converted into the same per-share cash consideration. Following the reported transaction the reporting person beneficially owned 0 shares. The filing is an exchange of equity for the specified cash merger consideration, not an open-market trade.

Positive

• Per-share cash consideration of $101 provides certainty to equity holders on transaction value.
• All outstanding shares and specified RSUs were converted to cash, simplifying payout mechanics for holders.

Negative

• Amedisys became a wholly owned subsidiary of UnitedHealth Group, meaning AMED ceased to trade as an independent public company.
• Reporting person shows zero beneficial ownership post-transaction, indicating insiders no longer hold public equity in the issuer.

Insights

Corporate Governance Expert

TL;DR: The merger converted all public equity to cash, and insiders reported full disposition of their holdings under the merger terms.

The Form 4 documents a routine, transaction-driven disposition: equity holdings and outstanding RSUs were converted into the Per Share Merger Consideration of $101 in cash at the Effective Time, and the reporting director shows zero post-transaction ownership. From a governance perspective, this is a clear corporate control event that eliminates the issuer's independent public shareholder base because the company became a wholly owned subsidiary of UnitedHealth Group as described in the filing. The filing contains no indication of separate voluntary sales by the director; the dispositions are attributable to the merger mechanics.

M&A Specialist

TL;DR: The Merger closed on 08/14/2025 with a fixed cash price of $101 per share, triggering automatic conversion of shares and RSUs.

The filing confirms the Merger Agreement produced an automatic conversion of outstanding common stock and specified RSUs into a cash payment of $101 per share to holders at the Effective Time. The inclusion of 1,690 time-based RSUs converted to cash is explicitly noted. This is a material, deal-closing disclosure that consummated consideration to equity holders; it is not an open-market trading disclosure and reflects completion of the announced acquisition.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Samuels Ivanetta Davis

(Last) (First) (Middle)

3854 AMERICAN WAY, SUITE A

(Street)

BATON ROUGE LA 70816

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMEDISYS INC [ AMED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/14/2025		D		7,600(1)(2)	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On August 14, 2025, UnitedHealth Group Incorporated ("UnitedHealth Group") acquired Amedisys, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of June 26, 2023 (as modified by the waiver, dated December 26, 2024, the "Merger Agreement") by and among the Issuer, UnitedHealth Group and Aurora Holdings Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of UnitedHealth Group. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Issuer (other than certain excluded shares) automatically converted into the right to receive $101 per share in cash (the "Per Share Merger Consideration"), without interest and less any applicable withholding tax.

2. Includes 1,690 time-based Restricted Stock Units ("RSUs") of the Issuer that were outstanding at the Effective Time that were cancelled and converted into the right to receive the Per Share Merger Consideration for each such outstanding RSU as of the Effective Time.

Remarks:

	Jennifer Guckert Griffin, pursuant to a power of attorney	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction triggered the Form 4 filing for Amedisys (AMED)?

The Form 4 reports dispositions resulting from the merger in which UnitedHealth Group acquired Amedisys and each outstanding share converted into the right to receive $101 per share in cash at the Effective Time.

How many Amedisys shares did the reporting person dispose of on 08/14/2025?

The filing shows a disposition of 7,600 common shares on 08/14/2025.

Were any restricted stock units (RSUs) affected by the merger?

Yes. The filing states that 1,690 time-based RSUs outstanding at the Effective Time were cancelled and converted into the Per Share Merger Consideration of $101 each.

What was the reporting person's beneficial ownership after the transaction?

Following the reported transaction the reporting person beneficially owned 0 shares of Amedisys.

Who filed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Jennifer Guckert Griffin, pursuant to a power of attorney, dated 08/14/2025.