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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 7,600 | $0.00 | -- |
Footnotes (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. 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.
