On Monday, Surgery Partners agreed to be acquired by HealthSpan Partners, an affiliate of Bon Secours Mercy Health, for $23.50 a share in cash. The stock jumped more than 45% in a day. Bain Capital, which owns about 39% of the company, is rolling its stake into the new ownership group, and the deal is expected to close in the first quarter of 2027.
If you work at Surgery Partners and own stock or hold equity awards, the headline number is simple. What you do about it isn't. When to sell, which tax year the gain lands in, what happens to your unvested awards, and, for executives, whether to roll equity into the new company or how a change-in-control payment gets taxed, all depend on your own situation. Two people at the same level can end up with very different answers.
That's the work I do with executives and professionals going through deals like this one, and the earlier you start, the more options you have. Here's what I'd be thinking about now:
Sell now or wait for $23.50?
The stock closed Monday at $23.25, about 1% below the deal price. That small gap is the market's price for waiting several months and for the chance the deal doesn't close. Most people assume they should just hold and collect the full $23.50. Sometimes that's right, but it's worth thinking about what you give up by waiting.
The big one is control over your tax year. If you hold until closing, your shares are cashed out whenever the deal closes, most likely in early 2027, and the full gain lands in that year. Selling in the market now puts the gain in 2026 instead. Which is better depends on what each year looks like for you:
Choose 2026: If you expect 2027 to be a higher-income year, for example from a bonus, a change-in-control payment or a new role.
Choose 2027: If 2026 is already a heavy year, or if waiting lets some of your shares cross the one-year mark and qualify for long-term capital gains rates.
There's also deal risk. The merger still needs shareholder and regulatory approval, and the agreement allows it to run as late as July 2027. Bain's commitment to vote for the deal makes approval more likely, but if something did fall through, the stock would likely drop well below where it trades today.
One caution: many executives and senior employees are in a blackout period around a deal like this. Confirm you're allowed to trade before placing any order.
What happens to unvested RSUs and PSUs
In a take-private, there's no public buyer stock to convert your awards into, so unvested equity usually gets handled one of three ways: cashed out at closing, converted into a cash award worth the deal price that pays out on your original vesting schedule, or swapped into equity in the new private company. Performance shares often have their performance measured at target or at actual results through closing.
The merger agreement and the proxy statement the company files ahead of the shareholder vote will spell out exactly which treatment applies. Read that section yourself. It's where you'll find the details that matter, like whether converted awards still require you to stay employed, and what happens if you're let go after closing.
Keep the tax side in mind too. Whatever form it takes, an RSU or PSU payout is taxed as wages when you receive it, and withholding on that income is often too low for higher earners. If a large cash-out lands in early 2027 alongside your regular pay, plan for it now rather than in April 2028.
For executives: rolling over and new private equity
A take-private doesn't usually mean the leadership team walks out the door. Surgery Partners is keeping its name, brand and headquarters, and new owners typically want management to stay. To keep them aligned, it's common for senior leaders to be offered, or asked, to roll part of their existing equity into the new company and to receive a fresh grant under a new incentive plan.
That can be a great opportunity. It can also be a very different asset than what you hold today:
Liquidity: Public stock can be sold any day the window is open. Private equity usually can't be sold until the next sale or IPO, which could be years away.
Valuation: The value is set by the owners and their appraisers, not by a market, and you'll see it far less often.
Taxes: A rollover can sometimes be structured to defer tax on the shares you roll, but not always. New grants such as profits interests may come with an 83(b) election that has to be filed within 30 days, with no extensions.
The real question is how much of your net worth you want locked up in an illiquid position you can't easily sell. Cashing out at $23.50 and rolling over aren't all-or-nothing choices, and the right split depends on everything else you own and what you'll need the money for.
For executives: the golden parachute tax
If you're a senior officer, there's a tax most people outside the C-suite have never heard of. Section 280G of the tax code applies to payments tied to a change in control, which can include severance, deal bonuses and the value of accelerated vesting.
Here's how it works in plain terms. The IRS compares those payments to your "base amount," which is generally your average taxable compensation over the five years before the deal. If the deal-related payments reach three times that base, everything above one times the base gets hit with a 20% excise tax, on top of regular income tax. The company also loses its tax deduction on that amount.
This can catch people who aren't the CEO, especially executives who were recently promoted or hired, since their five-year average is low compared with their current pay. Check your employment agreement for how it handles this. Some agreements cut payments back to just below the limit, some pay whichever approach leaves you with more after tax, and gross-ups that cover the tax for you have become rare.
Because the base amount is built from prior years' pay, the timing of income before closing can sometimes change the result. Any planning here has to happen before the deal closes, not after.
Where to start
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About the Author
Michael Walstedt, CFA, CFP®, is the founder of Reliant Wealth Advisory, a fee-only fiduciary firm based in Hoboken, New Jersey. He helps executives, tech professionals, and business owners make smart decisions about equity compensation, taxes, and investing. Before founding Reliant, Michael spent years trading financial markets, giving him a practical, real-world view of risk and concentrated positions. He works with clients in the New York and New Jersey area and nationwide.
This article is for educational purposes only and is not tax, legal, or investment advice. Deal details are based on public announcements and news reports as of October 27, 2026, and may change. Consult a qualified professional about your specific situation.
