Item 8.01 Other Events.

On April 22, 2022, UnitedHealth Group Incorporated ("UnitedHealth Group"), as seller, entered into an equity purchase agreement and related agreements relating to the sale of the claims editing business ("ClaimsXten") of Change Healthcare Inc. (the "Company") to an affiliate of investment funds of TPG Capital for a base purchase price in cash equal to $2.2 billion (subject to customary adjustments). Consummation of the transaction is contingent on a number of conditions, including the consummation of the previously announced merger transaction pursuant to which UnitedHealth Group will acquire the Company. The Company believes that its merger with UnitedHealth Group will advance its ability to create products and services that improve the delivery of health care and reduce the high costs and inefficiencies of the health system, which the Company will share broadly with patients, providers, and payers.

Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the proposed merger with UnitedHealth Group. Some of these statements can be identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "could," "should," "may," "plan," "project," "predict" and similar expressions. The Company cautions readers of this report that such "forward looking statements," including without limitation, those relating to the proposed merger, wherever they occur in this report or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Company's senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the "forward looking statements." For a discussion of these risks and uncertainties, see the information under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on May 27, 2021 as such factors may be updated from time to time in the Company's periodic filings with the SEC. The Company's forward-looking statements speak only as of the date of this report or as of the date they are made. The Company disclaims any intent or obligation to update any "forward looking statement" made in this report to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

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