Amedisys (AMED) Acquired by UnitedHealth; Directors Cashed Out at $101/Share

Rhea-AI Filing Summary

Amedisys Inc. (AMED) was acquired by UnitedHealth Group and ceased to be an independent public company on 08/14/2025. Under the Merger Agreement, Aurora Holdings Merger Sub Inc. merged with and into Amedisys, leaving Amedisys as a wholly owned subsidiary of UnitedHealth Group. At the Effective Time each outstanding Amedisys common share converted into the right to receive $101.00 per share in cash, less any applicable withholding tax. Reporting person Julie D. Klapstein, a director, reported a disposition of 16,031 shares on 08/14/2025, resulting in zero beneficial ownership following the transaction. The reported disposition includes 1,690 time-based RSUs that were cancelled and converted into the same per-share cash consideration.

Positive

• Merger completed with UnitedHealth Group, providing a definitive cash consideration to shareholders
• $101.00 per share in cash paid to holders of Amedisys common stock at the Effective Time
• Time-based RSUs were converted into the same per-share cash consideration, ensuring uniform treatment

Negative

• Amedisys became a wholly owned subsidiary of UnitedHealth Group, eliminating public common equity for reported holdings
• Reporting person’s beneficial ownership reduced to zero, reflecting loss of public shareholdings

Insights

M&A Specialist

TL;DR: The merger closed and all outstanding shares converted to $101 cash per share; Amedisys is now a UnitedHealth subsidiary.

The Form 4 documents completion of the Merger Agreement whereby UnitedHealth Group acquired Amedisys and converted each outstanding common share into $101.00 in cash. The reporting director’s disposal of 16,031 shares and cancellation of 1,690 RSUs reflect the mechanical conversion of equity into merger consideration. This filing confirms the corporate control shift and the end of public common equity for these reported holdings.

Corporate Governance Expert

TL;DR: Insider holdings were extinguished at closing; the company now operates as a wholly owned subsidiary of UnitedHealth Group.

The disclosure shows the Effective Time mechanics: equity holders received the agreed $101 per share cash payment and certain outstanding RSUs were cancelled and cashed out. The reporting person’s post-transaction beneficial ownership is shown as 0, consistent with the issuer becoming a wholly owned subsidiary. The Form 4 serves as formal notice of the insider ownership change tied to the merger closing.

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

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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^*

Klapstein Julie D

(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		16,031(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.
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FAQ

What happened to Amedisys (AMED) shares on 08/14/2025?

Each outstanding Amedisys common share converted into the right to receive $101.00 per share in cash at the Effective Time of the merger.

Who acquired Amedisys and what entity merged into Amedisys?

UnitedHealth Group Incorporated acquired Amedisys and Aurora Holdings Merger Sub Inc. merged with and into Amedisys as Merger Sub.

How many shares did Julie D. Klapstein dispose of in the reported transaction?

The Form 4 reports a disposition of 16,031 shares, resulting in 0 shares beneficially owned after the transaction.

Were any restricted stock units affected by the merger?

Yes, 1,690 time-based RSUs outstanding at the Effective Time were cancelled and converted into the Per Share Merger Consideration.

Does the filing indicate that Amedisys is still a publicly traded company?

No. The filing states Amedisys survived the Merger as a wholly owned subsidiary of UnitedHealth Group, indicating it is no longer an independent public company.