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

M&A Specialist

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.

Compensation & Securities Analyst

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.

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

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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^*

Muscato Nick

(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)

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

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		3,067(1)	D	(1)	32,620	D
Common Stock	08/14/2025		D		32,620(2)	D	(2)	0	D
Common Stock	08/14/2025		M		3,468(3)(4)	A	$0(3)(4)	3,468	D
Common Stock	08/14/2025		D		3,468(3)(4)	D	(3)(4)	0	D
Common Stock	08/14/2025		D		212(5)	D	(5)	0	I	By 401(k) Plan

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
Restricted Stock Unit (Performance-Based Vesting)	(3)	08/14/2025		M			3,468	(3)	(3)	Common Stock	3,468	(4)	0	D
Stock Option (Right to Buy)	$95.76	08/14/2025		D			272	(6)	07/25/2028	Common Stock	272	(7)	0	D
Stock Option (Right to Buy)	$132.41	08/14/2025		D			320	(6)	07/25/2029	Common Stock	320	(7)	0	D
Stock Option (Right to Buy)	$214.74	08/14/2025		D			563	(6)	07/25/2030	Common Stock	563	(7)	0	D
Stock Option (Right to Buy)	$264	08/14/2025		D			708	(6)	07/25/2031	Common Stock	708	(7)	0	D
Stock Option (Right to Buy)	$143.25	08/14/2025		D			2,040	(8)	02/17/2032	Common Stock	2,040	(7)	0	D
Stock Option (Right to Buy)	$91.77	08/14/2025		D			2,876	(9)	02/23/2033	Common Stock	2,876	(7)	0	D

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 (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.

2. 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.

3. 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.

4. 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.

5. 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.

6. These options are fully vested.

7. 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.

8. 1,530 of the options are fully vested; 510 of the options are scheduled to vest on February 20, 2026.

9. 1,917 of the options are fully vested; 959 of the options are scheduled to vest on February 20, 2026.

Remarks:

	/s/ Jennifer R. Guckert, 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 price did UnitedHealth Group pay for Amedisys (AMED)?

The merger consideration was $101.00 per Amedisys share in cash at the Effective Time (August 14, 2025).

How were Amedisys restricted stock units (RSUs) and performance RSUs (PSUs) treated in the merger?

Outstanding RSUs and PSUs were converted into UnitedHealth Group RSUs using the Equity Award Exchange Ratio, preserving applicable terms and vesting schedules; PSUs earned for 2023 were converted into time-based UNH RSUs vesting December 31, 2025.

How many PSUs did the reporting person earn and at what performance level?

The Compensation Committee certified 127.23% achievement3,468 PSUs earned

Did the reporting person retain any Amedisys common stock after the merger?

No; previously reported Amedisys common stock holdings converted into the cash merger consideration, leaving 0 shares of Amedisys following the Effective Time.

What happened to the reporting person’s stock options?

Amedisys stock options were converted into options to purchase UnitedHealth Group common stock using the Equity Award Exchange Ratio and adjusted exercise prices; several options are fully vested while others retain scheduled vesting.