Amedisys (AMED) Acquired by UnitedHealth; Equity Awards Converted to UNH RSUs
Rhea-AI Filing Summary
Amedisys was acquired by UnitedHealth Group on August 14, 2025, and each outstanding Amedisys share converted into $101.00 in cash at the merger effective time. The reporting person, Chief Strategy Officer Nick Muscato, had previously held 32,620 Amedisys shares which converted into cash, and certain restricted and performance-based awards converted into UnitedHealth Group RSUs using the merger's Equity Award Exchange Ratio. The filing shows 3,468 performance-based RSUs were earned at 127.23% of target for 2023 Adjusted EBITDA and converted into time-based UnitedHealth Group RSUs that vest on December 31, 2025. Multiple stock options and RSUs were converted or settled under the merger terms; some options remain fully vested while others retain scheduled vesting.
Positive
- Merger closed: UnitedHealth Group completed the acquisition and paid $101.00 per Amedisys share in cash.
- Performance award realization: Reporting person earned 3,468 PSUs at 127.23% of target for 2023 Adjusted EBITDA.
- Award continuity: RSUs, PSUs and options were converted into UnitedHealth Group equivalents preserving original terms and vesting schedules where specified.
- Some options fully vested: Portions of option grants are fully vested, maintaining exercisable equity value post-merger.
Negative
- Loss of direct AMED equity holdings: Previously reported direct Amedisys shareholdings (32,620 shares and 401(k) shares) were converted into cash, resulting in zero AMED ownership following the Effective Time.
- Complexity for award holders: Converted awards are subject to the Equity Award Exchange Ratio and different underlying security (UnitedHealth Group), which changes the reporting person's exposure and may alter liquidity or tax timing.
Insights
TL;DR: The merger closed and converted equity into cash and UnitedHealth awards per the agreed exchange mechanics.
The transaction is material: UnitedHealth completed the merger on August 14, 2025, providing $101.00 per Amedisys share in cash. Equity-based compensation was handled per the Merger Agreement using an Equity Award Exchange Ratio to convert RSUs, PSUs, and options into UnitedHealth Group equivalents or cash. The reporting person realized cash for direct shareholdings and retained economics through converted RSUs and options, with vesting schedules preserved where specified. From an M&A execution standpoint, the filing documents routine post-closing award conversions and cashouts rather than unusual retention actions.
TL;DR: Award treatment follows standard merger mechanics; PSUs earned at >100% converted into time-based UNH RSUs vesting in 2025.
The Compensation Committee certified 2023 Adjusted EBITDA at 127.23%, producing 3,468 PSUs for the reporting person; those PSUs were converted into UnitedHealth RSUs that vest December 31, 2025. Stock options were converted into UnitedHealth options at adjusted exercise prices by the exchange ratio, with several options fully vested and others retaining scheduled vesting. This preserves the reporting person's remaining incentive exposure to UnitedHealth equity while cashing out direct Amedisys holdings.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit (Performance-Based Vesting) | 3,468 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 272 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 320 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 563 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 708 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 2,040 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 2,876 | $0.00 | -- |
| Disposition | Common Stock | 3,067 | $0.00 | -- |
| Disposition | Common Stock | 32,620 | $0.00 | -- |
| Exercise | Common Stock | 3,468 | $0.00 | -- |
| Disposition | Common Stock | 3,468 | $0.00 | -- |
| Disposition | Common Stock | 212 | $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. The performance-based restricted stock units ("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 3,468 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. As of the Effective Time, each of the shares of the Issuer's Common Stock that the Reporting Person previously reported as beneficially owned under the Issuer's 401(k) plan was converted into the right to receive the Per Share Merger Consideration. These options are fully vested. 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. 1,530 of the options are fully vested; 510 of the options are scheduled to vest on February 20, 2026. 1,917 of the options are fully vested; 959 of the options are scheduled to vest on February 20, 2026.
