AMED Files Post-Effective Amendment to Deregister Unsold S-8 Shares

Rhea-AI Filing Summary

AMEDISYS, Inc. filed a post-effective amendment to deregister all unsold or otherwise unissued shares of its common stock that remained registered under several prior S-8 registration statements. The filing lists eight historical S-8 registration numbers and the original share amounts registered under each plan, ranging from 75,000 to 4,100,000 shares, including registrations for employee purchase, directors' options and omnibus incentive plans. The action removes those previously registered but unsold shares from registration.

Insights

Securities/Corporate Governance Analyst

TL;DR: Routine post-effective amendment removing unsold shares from registration; standard housekeeping with limited investor impact.

The company dereferenced unsold and unissued shares under eight prior S-8 filings, specifying the original registered amounts for each plan. This is an administrative step to clean up the registration records and does not by itself indicate share issuance, repurchase, or changes to equity compensation programs. For investors, the filing clarifies which previously registered blocks of shares are no longer registered for resale under those S-8s.

Equity Compensation Specialist

TL;DR: Administrative deregistration related to historical equity plans; not an operational or financing event.

The amendment lists S-8s tied to employee stock purchase plans, directors' option plans and omnibus incentive plans with original registration sizes (for example, 1,425,000, 2,500,000, 1,862,459 shares). This indicates the company is removing leftover registered shares from those filings, a common post-effective cleanup. It does not disclose grant activity, outstanding awards, or changes to plan authorizations.

As filed with the Securities and Exchange Commission on August 14, 2025

Registration Statement File No. 333-60525 

Registration Statement File No. 333-51704 

Registration Statement File No. 333-53786 

Registration Statement File No. 333-143967

Registration Statement File No. 333-152359

Registration Statement File No. 333-182347

Registration Statement File No. 333-205267

Registration Statement File No. 333-225461

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-60525)

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-51704)

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-53786)

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-143967)

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-152359)

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-182347)

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-205267)

Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-225461)

UNDER

THE SECURITIES ACT OF 1933

Amedisys, Inc.

(Exact name of registrant as specified in its charter)

Delaware		11-3131700
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3854 American Way, Suite A, Baton Rouge, LA		70816
(Address of Principal Executive Offices)		(Zip Code)

Employee Stock Purchase Plan

Amedisys, Inc. 1998 Stock Option Plan

Amedisys, Inc. Directors’ Stock Option Plan

Amedisys, Inc. Employee Stock Purchase Plan

Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan

Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan

(Full title of the plan)

Scott G. Ginn

Chief Financial Officer

3854 American Way, Suite A

Baton Rouge, LA 70816

(Name and address of agent for service)

(225) 292-2031 or (800) 467-2662

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

Amedisys, Inc., a Delaware corporation (the “Company”), is filing these Post-Effective Amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) previously filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”), to deregister any and all shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):

• Registration Statement on Form S-8 (Registration File No. 333-60525), which was filed with the Commission on August 3, 1998, pertaining to the registration of 1,000,000 shares of Company Common Stock under the Employee Stock Purchase Plan;

• Registration Statement on Form S-8 (Registration File No. 333-51704), which was filed with the Commission on December 12, 2000, pertaining to the registration of 1,425,000 shares of Company Common Stock under the Company’s 1998 Stock Option Plan;

• Registration Statement on Form S-8 (Registration File No. 333-53786), which was filed with the Commission on January 16, 2001, pertaining to the registration of 75,000 shares of Company Common Stock under the Company’s Directors’ Stock Option Plan;

• Registration Statement on Form S-8 (Registration File No. 333-143967), which was filed with the Commission on June 22, 2007, pertaining to the registration of 2,500,000 shares of Company Common Stock under the Company’s 1998 Stock Option Plan and Employee Stock Purchase Plan;

• Registration Statement on Form S-8 (Registration File No. 333-152359), which was filed with the Commission on July 16, 2008, pertaining to the registration of 1,862,459 shares of Company Common Stock under the Company’s 2008 Omnibus Incentive Compensation Plan;

• Registration Statement on Form S-8 (Registration File No. 333-182347), which was filed with the Commission on June 26, 2012, pertaining to the registration of 4,100,000 shares of Company Common Stock under the Company’s 2008 Omnibus Incentive Compensation Plan and Employee Stock Purchase Plan;

• Registration Statement on Form S-8 (Registration File No. 333-205267), which was filed with the Commission on June 26, 2015, pertaining to the registration of 1,500,000 shares of Company Common Stock under the Company’s 2008 Omnibus Incentive Compensation Plan; and

• Registration Statement on Form S-8 (Registration File No. 333-225461), which was filed with the Commission on June 6, 2018, pertaining to the registration of 2,500,000 shares of Company Common Stock under the Company’s 2018 Omnibus Incentive Compensation Plan.

On June 26, 2023, the Company entered into that certain Agreement and Plan of Merger with UnitedHealth Group Incorporated, a Delaware corporation (“UnitedHealth Group”) and Aurora Holdings Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of UnitedHealth Group (“Merger Sub”), which provides for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of UnitedHealth Group (the “Merger”). The Merger became effective on August 14, 2025, pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware.

In connection with the Merger, the Company has terminated any and all of the offerings of the Company’s securities pursuant to the Registration Statements. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold or otherwise unissued at the termination of the offerings, the Company hereby amends the Registration Statements and removes from registration any and all of the securities of the Company registered under the Registration Statements that remain unsold or otherwise unissued as of the date of these Post-Effective Amendments, and hereby terminates the effectiveness of each of the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 14th day of August, 2025.

AMEDISYS, INC.,
By:		/s/ Richard Ashworth
Name:		Richard Ashworth
Title:		President and Chief Executive Officer

Note: Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.

FAQ

What did AMED (Amedisys) deregister in this S-8 POS filing?

The company deregistered all unsold or otherwise unissued shares of its common stock that remained registered under eight prior S-8 registration statements.

Which prior S-8 registration statements are referenced in the filing?

The filing references eight S-8s, including registration numbers such as 333-60525, 333-51704, 333-53786, 333-143967, 333-152359, 333-182347, 333-205267, and 333-225461.

How many shares were originally registered under the referenced S-8s?

Original registered amounts listed include 1,000,000, 1,425,000, 75,000, 2,500,000, 1,862,459, 4,100,000, 1,500,000, and 2,500,000 shares for the respective filings.

Does this filing indicate that shares were issued or canceled?

No. The filing only deregisters unsold or unissued shares under the prior S-8s; it does not state whether shares were issued, repurchased, or otherwise canceled.

Who signed the deregistration filing for AMEDISYS?

The filing is signed by Richard Ashworth, President and Chief Executive Officer of AMEDISYS, Inc.