Change Healthcare : Additional proxy soliciting materials filed by non-management

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Change Healthcare Inc.

(Name of Registrant as Specified In Its Charter)

UnitedHealth Group Incorporated

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Filed by UnitedHealth Group Incorporated.

Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: Change Healthcare Inc.

Commission File No.: 001-38961

This filing consists of:

1. The following communication that was posted on UnitedHealth Group's internal employee website on January 6, 2021.

Optum Hub Article Posted on January 6, 2021

Optum and Change Healthcare to Combine

Today we announced Optum will combine with Change Healthcare, a health care technology leader, to strengthen the foundation and lead in the development of the next-generation health system with connectivity, collaboration and efficiency among care providers, health care payers and patients.

This combination unites two innovative technology and service companies exclusively focused on health care whose combined capabilities are positioned to connect and simplify the core clinical, administrative and payment processes of health care - resulting in better health outcomes and experiences for everyone, at lower cost. Change Healthcare brings advanced clinical decision, administrative and financial support capabilities, enabling deep workflow and transactional connectivity across the health care system. Optum brings modern analytics, comprehensive clinical expertise, innovative technologies and deep experience improving operational and clinical performance across the health system.

Robert Musslewhite, OptumInsight CEO, will continue to lead the business until the transaction closes. In the almost two years as OptumInsight CEO, Robert has led the modernization of the business' operating foundation. This has provided a strong platform for future growth and has enabled us to more rapidly respond to changing industry demands - including bringing urgently needed, innovative solutions to customers facing COVID-19 challenges. He also has guided work to bring our capabilities closer together, which enables us to build transformational market performance partnerships with leading health systems like John Muir Health and Boulder Community Health. His future role will be determined during the period prior to close.

When the transaction is finalized, Change Healthcare CEO, Neil de Crescenzo will assume leadership of OptumInsight. Neil has led Change Healthcare through a period of growth over the past seven years, guiding diverse teams working across multiple health care segments to help customers achieve clinical, operational and financial objectives, and help people improve their health.

Rick Hardy, Optum Strategy and Transformation leader, will lead the integration efforts, working closely with Robert and Neil to ensure we build a strongly integrated organization that can quickly respond to market demands and redefine excellence in health care information and insight.

The transaction is expected to close in the second half of 2021, following receipt of certain regulatory approvals and satisfaction of other customary closing conditions. At that time, Change Healthcare and OptumInsight will merge, creating the new OptumInsight organization.

For more information, please read today's press release.