UnitedHealth completes Amedisys takeover; executive awards converted
Rhea-AI Filing Summary
Amedisys was acquired by UnitedHealth Group on August 14, 2025, and each outstanding Amedisys share converted into the right to receive $101.00 per share in cash. The filing by Richard M. Ashworth (President and CEO and director) shows multiple equity awards and holdings converted or settled under the merger terms: outstanding common shares were disposed of or converted, performance-based restricted stock units (PSUs) and restricted stock units (RSUs) were converted into UnitedHealth Group RSUs using an equity award exchange ratio, and stock options were converted into UnitedHealth Group options with adjusted exercise prices. Specific amounts reported include the cash conversion of common stock holdings and conversions of 62,641 PSUs (time-based UnitedHealth RSUs vesting April 12, 2026) and 39,850 PSUs (vesting December 31, 2025), plus conversion of 22,474 option shares (11,237 vested; 11,237 vesting Feb 20, 2026). The filing documents the mechanics of the conversion and preserves original vesting and settlement terms where specified.
Positive
- Effective cash acquisition at $101.00 per Amedisys share, providing clear, definite consideration to shareholders
- Equity award continuity: RSUs, PSUs and options were converted into UnitedHealth Group awards and retain original vesting and settlement terms where specified
- PSU achievement recorded: 2023 Adjusted EBITDA certified at 127.23%, yielding 39,850 PSUs for the reporting person
Negative
- Reporting person no longer holds Amedisys common stock post-merger (common share holdings reported as disposed or converted to zero)
- Equity exposure shifted to UnitedHealth Group, so prior AMED-listed instruments ceased to exist following the merger
Insights
TL;DR: UnitedHealth completed a cash merger at $101 per Amedisys share; equity awards converted into UnitedHealth instruments with vesting preserved.
The filing is a routine Section 16 Form 4 reporting the post-closing treatment of the reporting persons equity following the merger. Material items: the per-share cash consideration of $101 and the automatic conversion mechanism for outstanding shares and equity awards. Performance-based RSUs were converted into time-based UnitedHealth RSUs with explicit vesting dates (April 12, 2026, and December 31, 2025), and stock options were equitized with exercise prices adjusted by the exchange ratio. For investors, this confirms consummation of the merger and that managements equity transitioned into UnitedHealth-linked instruments rather than remaining in the acquired issuer.
TL;DR: Reporting persons holdings were settled/converted under the merger; disclosure documents vesting schedules and retention of original terms.
The Form 4 provides transparent disclosure of how outstanding awards were handled under the merger agreement, including conversion formulas and assumed performance outcomes (e.g., 127.23% achievement for the 2023 Adjusted EBITDA measure used to determine PSU payout). It also identifies which option tranches remain unvested (11,237 vesting on February 20, 2026). The filing is materially complete for Section 16 purposes, showing both disposals of issuer common stock and acquisitions of converted RSUs/options in the surviving parents securities.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit (Performance-Based Vesting) | 62,641 | $0.00 | -- |
| Exercise | Restricted Stock Unit (Performance-Based Vesting) | 39,850 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 22,474 | $0.00 | -- |
| Disposition | Common Stock | 45,870 | $0.00 | -- |
| Disposition | Common Stock | 114,055 | $0.00 | -- |
| Exercise | Common Stock | 62,641 | $0.00 | -- |
| Disposition | Common Stock | 62,641 | $0.00 | -- |
| Exercise | Common Stock | 39,850 | $0.00 | -- |
| Disposition | Common Stock | 39,850 | $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 (the "Common Stock") (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. Pursuant to the Merger Agreement, outstanding restricted stock units ("RSUs") of the Issuer were automatically converted into UnitedHealth Group RSUs, calculated by multiplying the number of Issuer RSUs by the quotient obtained by dividing the Per Share Merger Consideration by the volume-weighted average of the closing sale price per share of UnitedHealth Group common stock on each of the five full consecutive trading days ending on and including the third business day prior to the Merger closing date (the "Equity Award Exchange Ratio"), which continue to be subject to the same terms and conditions (including vesting and settlement terms) as were applicable to the Issuer RSUs. Reflects performance based restricted stock units ("PSUs") granted on April 12, 2023 which were originally scheduled to vest based on the achievement of certain performance criteria determined at the end of a three-year performance period. Pursuant to the Merger Agreement, PSUs of the Issuer were automatically converted into time-based vesting UnitedHealth Group RSUs, with the number of shares of UnitedHealth Group common stock subject to the UnitedHealth Group RSUs equal to (i) the number of shares of Common Stock underlying the Issuer PSUs based on target performance multiplied by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group RSUs will continue to be subject to the same terms and conditions as were applicable to the Issuer PSUs, and will vest on April 12, 2026. The PSUs were scheduled to cliff vest following a three-year performance period ending December 31, 2025 based on the Company's achievement of Adjusted EBITDA for 2023, as modified by the Company's three-year total shareholder return percentile rank compared to a pre-established comparator group (the "TSR Modifier"). On February 20, 2024, the Compensation Committee of the Issuer's Board of Directors certified achievement of 2023 Adjusted EBITDA performance at 127.23%, thereby resulting in the Reporting Person earning 39,850 PSUs. The amount reported represents 127.23% of the target number of PSUs originally awarded and assumes performance at target (100%) for the TSR Modifier pursuant to the terms of the Merger Agreement. Pursuant to the Merger Agreement, PSUs of the Issuer were automatically converted into time-based vesting UnitedHealth Group RSUs, with the number of shares of UnitedHealth Group common stock subject to the UnitedHealth Group RSUs equal to (i) the number of shares of Common Stock underlying the Issuer PSUs based on the amount actually earned for the 2023 Adjusted EBITDA performance measure and assuming target performance (100%) for the TSR Modifier, multiplied by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group RSUs will continue to be subject to the same terms and conditions as were applicable to the Issuer PSUs, and will vest on December 31, 2025. 11,237 of the options are fully vested; the remaining 11,237 options are scheduled to vest on February 20, 2026. In connection with the Merger, stock option awards of the Issuer were automatically converted into an option to purchase a number of shares of common stock of UnitedHealth Group equal to the product of (i) the number of shares of Common Stock subject to the Issuer stock option multiplied by (ii) Equity Award Exchange Ratio, at an exercise price per share equal to (i) the exercise price of the Issuer stock option divided by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group options will continue to be subject to the same terms and conditions as were applicable to the existing Issuer stock option.
FAQ
How were Amedisys RSUs and PSUs treated in the merger?
How many PSUs did the reporting person receive and when do they vest?
What happened to the reporting persons stock options?
When did the merger close and the Form 4 report these transactions?
