[144] Insulet Corporation SEC Filing

Rhea-AI Filing Summary

Event: On 7 Aug 2025 Amedisys (AMED) and UnitedHealth Group filed a Proposed Final Judgment with the U.S. District Court for Maryland that would settle federal and state antitrust opposition to their June 2023 merger agreement.

Key terms: the parties must complete specified divestitures within (i) 75 days of the Court’s Asset-Preservation/Hold-Separate Order or (ii) 60 days after all Indiana and West Virginia clearances—whichever is later. The judgment first requires court approval under the Antitrust Procedures and Penalties Act to confirm the settlement serves the public interest.

Implications: The filing removes a major regulatory hurdle and provides a clear, time-bound remedy pathway, increasing probability of deal closure. However, closing still depends on court approval, remaining state clearances and all other conditions in the Merger Agreement. Management highlights risks of termination, additional litigation, integration distractions and potential failure to execute the required divestitures.

Positive

• Regulatory breakthrough: DOJ and four state AGs agreed to a settlement, materially increasing likelihood of merger completion.
• Defined timeline: Divestitures required within 60–75 days, shrinking closing uncertainty window.

Negative

• Court approval still pending under Tunney Act; rejection, while unlikely, would derail the deal.
• Mandatory divestitures could reduce post-merger revenue and synergies for Amedisys.

Insights

Antitrust Analyst

TL;DR DOJ settlement signals likely deal approval, but court review and execution of divestitures remain gating items.

The negotiated remedy indicates regulators are satisfied that defined asset sales will cure competitive concerns, substantially improving the deal’s prospects. Timing clauses (60–75 days) are reasonable, limiting prolonged uncertainty. Because the settlement is filed under the Tunney Act, judicial rejection is historically rare (<5%), so I assign a high probability of completion. Post-close integration risk shifts to operational rather than legal terrain.

Healthcare Portfolio Manager

TL;DR Settlement is a net positive for AMED holders, but divestiture scope and closing timeline still warrant caution.

AMED shares should react favorably: the largest overhang—antitrust blockage—is largely lifted. Required divestitures could trim revenue, yet transaction value (~$101/sh cash offer) leaves ample premium. If court approval slips, AMED faces downside to stand-alone valuation. Investors should monitor divestiture asset mix and any fresh litigation from private parties.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	1343	429760.00	70374923	08/07/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/07/2025	Option Granted - 02/28/2022	Issuer			585	08/07/2025	Cash
Common	08/07/2025	Option Granted - 02/28/2023	Issuer			758	08/07/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Prem Singh 100 Nagog Park Acton MA 01720	Common	06/13/2025	2327	698216.35

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Amedisys (AMED) announce on August 7, 2025?

The company filed a Proposed Final Judgment with the DOJ and state AGs settling antitrust opposition to its merger with UnitedHealth Group.

Does the settlement mean the AMED–UnitedHealth merger is approved?

Not yet; the judgment must be approved by the U.S. District Court and all other closing conditions must be met.

What divestitures are required under the Proposed Final Judgment?

Specific assets (not detailed in the 8-K) must be divested within 60–75 days of the court order or state clearances.

How might the settlement affect Amedisys shareholders?

It removes a key regulatory barrier, increasing odds of receiving UnitedHealth’s cash offer, but asset sales could trim future revenue.

What risks remain for completing the AMED merger?

Court disapproval, failure to execute divestitures, additional litigation, or unmet closing conditions could still terminate the deal.