ADDICTION RECOVERY CARE ANNOUNCES COMING MERGER TO RELIEVE PAYROLL PROBLEMS

ARC informed employees of the planned transition on Friday, October 16, in an internal memo. The memo describes the transition as an effort to build a “stronger, more integrated and financially sustainable organization under the Unison Behavioral Healthcare name.”

“This transition represents much more than a change in our company name or logo,” the memo reads. “It is an opportunity to strengthen our organization, expand our vision, build upon the important work already being performed throughout our facilities, and establish a unified health care organization committed to providing exceptional behavioral health and substance use disorder treatment services.”

The change is expected to take place in about 90 days, at which time ARC plans to begin using the designation, “Unison Behavioral Healthcare, formerly Addiction Recovery Care.”

The company has not made any public statements about the change.

Reached for comment over the weekend, ARC Vice President of Marketing Vanessa Keeton said the company will make a public announcement about the changes in the coming weeks, “which will provide additional details about the transition, Unison’s leadership and our vision for the future.”

“Our priority is to communicate with our employees first, ensuring they receive information directly from leadership about the changes ahead and what this next chapter means for them,” Vanessa Keeton said.

The planned transition comes as ARC faces significant financial and legal challenges. In January 2026, the company was sued by Angelica Capital Trust, which bought ARC’s anticipated employee retention tax credits, then said ARC failed to turn over the tax credits when it received them. That was followed by a second lawsuit by Clear Cove Opportunities Fund, which accused ARC of selling it the same tax credits and then failing to turn the money over.

Last month, ARC was ordered to pay the companies more than $18 million to resolve the case.

ARC founder Tim Robinson resigned following his indictment on federal wire fraud and money laundering charges related to the tax-credit transactions. He has pleaded not guilty, and the charges remain pending in federal court.

ARC also faces mounting financial and operational challenges. Several employees have contacted Mountain Top News reporting problems with paychecks and health insurance coverage in recent months. Last month, pharmacy benefits manager VerusRX sued ARC, alleging the company owed nearly $1 million for services and saying it suspended prescription benefits over the unpaid balance.

On Thursday, a copy of a company-wide email sent to employees that day, warning that Friday, October 16 payroll could be affected by cash-flow problems ARC attributed to its ongoing Medicaid revalidation process. The email described the delays in Medicaid reimbursements as temporary and said the company was “finalizing an important financial transaction that we believe will bring greater stability.”

Vanessa Keeton verified the payroll issues described in the email and provided the following statement:

“We recognize the challenges these delays have created for our employees and understand the importance of resolving this matter as quickly as possible. Our leadership team continues to work closely with state officials and financial partners to address the disruptions and restore normal payroll operations. Ensuring our employees receive their pay remains a top priority, and we are making every effort to remedy the situation as quickly as possible. While we cannot provide a definitive timeline at this time, we remain committed to keeping our employees informed as we work toward a resolution.”

The exact relationship between ARC and Unison remains unclear. Asked to clarify the arrangement, Keeton said Unison is a newly established organization with an ownership structure separate from ARC. However, the company has not explained how the transition will be structured or what will happen to ARC as a legal entity.

“This is not simply a rebranding of ARC, but rather a transition to a new, independently owned organization focused on providing quality addiction treatment services and ensuring continuity of care for the individuals and communities we serve,” Vanessa Keeton said.

Corporate filings show a change in the company’s management structure months before the planned transition.

The company’s most recent annual report, filed with the Kentucky Secretary of State’s Office in July 2026, reflected a change in management at the company. Founding managers Tim and Lelia Robinson were removed as corporate managers. Instead, the document identifies the company’s sole manager as “Blue Grass  Healthcare Holdings,” a company that was formed on June 29, 2026, in Richmond, KY.

The sole manager, organizer and member of Blue Grass Healthcare Holdings is Sean McDougall, who is also the sole manager of Unison Behavioral Healthcare. Sean McDougall is also the sole manager of River Cities Clinical Laboratories, which is located in the old Bellefonte Hospital, where ARC operates its Bellefonte Recovery and Maternity Center, as well as the Actus Group, which bills itself as a “real estate and healthcare management” company.

The Actus Group is mentioned in the VerusRX lawsuit, which alleges ARC tried to stall cancellation of its prescription benefits by saying it had a pending “ownership and real-estate partnership” with the company that would resolve its debt.

Copies of the ARC payroll issues memo and the Unison Behavioral Healthcare email sent to ARC employees on Friday, October 16 can be seen as the following:

*****

UNISON BEHAVIORAL HEALTHCARE COMPANY-WIDE MEMORANDUM Date: October 16, 2026 To: All ARC Employees, Clinical Staff, Management, and Administrative Personnel From: Executive Leadership & Corporate Communications Subject: An Exciting New Chapter: Transitioning from Addiction Recovery Care (ARC) to Unison Behavioral Healthcare A New Chapter for Our Organization Dear Team Members, We are pleased to announce an important milestone in the evolution of our organization. Over the next 90 days, we will begin transitioning from the Addiction Recovery Care (ARC) brand to Unison Behavioral Healthcare (Unison). This transition represents much more than a change in our company name or logo. It is an opportunity to strengthen our organization, expand our vision, build upon the important work already being performed throughout our facilities, and establish a unified healthcare organization committed to providing exceptional behavioral health and substance use disorder treatment services. ARC has established a meaningful presence in Kentucky’s addiction treatment and recovery community. The dedication of our clinical professionals, counselors, administrative teams, and support staff has made a difference in the lives of thousands of individuals and families. As we move forward, we intend to preserve that commitment to patient care while creating a stronger, more integrated, and financially sustainable organization under the Unison Behavioral Healthcare name.

About Unison Behavioral Healthcare Unison was founded in January 2022 as a behavioral healthcare management and investment company with a mission to invest in, support, develop, and manage a network of substance use disorder treatment and behavioral healthcare facilities throughout the US. Since its founding, Unison has had the privilege of owning, managing, and supporting several healthcare companies, gaining valuable experience in clinical operations, financial management, organizational development, and the delivery of comprehensive behavioral healthcare services. Unison’s business model focuses on providing operational expertise, management resources, financial support, and strategic leadership to both for-profit and nonprofit behavioral healthcare organizations. The company’s experience encompasses a variety of healthcare settings, including:

● Inpatient psychiatric hospitals and behavioral health facilities.

● Specialty substance use disorder treatment programs. 1

● Residential treatment and recovery centers.

● Outpatient behavioral healthcare clinics.

● Partial hospitalization programs (PHP).

● Intensive outpatient programs (IOP).

● Community-based treatment and recovery support services.

Unison was established on the belief that successful behavioral healthcare organizations require more than clinical excellence alone. They also need strong leadership, financial stability, operational discipline, dedicated employees, and a culture that places patients and their recovery at the center of every decision.

The transition of ARC to the Unison brand is a natural extension of this vision. Our Mission: Recovery, Hope, and Human Connection – Unison’s mission is to inspire and motivate individuals to succeed on their path to recovery while creating positive connections in their lives and improving relationships at home, at work, and throughout their communities. At the heart of Unison is a culture that values recovery, compassion, love, dignity, and respect. We believe every individual deserves an opportunity to recover, rebuild their life, and rediscover hope. Our counselors, clinicians, and healthcare professionals work collaboratively with patients and residents to provide the treatment, encouragement, education, and resources necessary to support lasting recovery beyond our facilities. Our vision is to create a nationwide network of behavioral healthcare and wellness centers where individuals receive exceptional care in safe, supportive, and compassionate environments. We want the Unison name to become synonymous with: Clinical Excellence. Compassionate Care. Exceptional Service. Integrity. Recovery. Hope. These principles will guide our decisions, our treatment programs, our employee relationships, and our commitment to the communities we serve. Our Management Philosophy: Collaboration, Flexibility, and Teamwork One of the defining characteristics of Unison is its management philosophy. Unison believes successful healthcare organizations are built through collaboration, accountability, open communication, and a shared commitment to excellence. Our management approach emphasizes an energetic, flexible, and team-oriented service delivery system that encourages participation and values the perspectives of employees, physicians, clinical professionals, facility leadership, and strategic partners. We recognize that the people working directly with our patients are among our organization’s most important resources. Their experience, ideas, and dedication are essential to improving the quality of our programs and the effectiveness of our operations.

As we transition to Unison, we intend to strengthen communication between corporate leadership and our facilities, encourage employee engagement, and create an environment where everyone understands their role in the organization’s success. Our objective is to build a company where employees are respected, patients are valued, and leadership is accessible, accountable, and responsive.

2 Why We Are Transitioning to Unison The behavioral healthcare industry continues to evolve. Healthcare organizations face increasing regulatory requirements, financial pressures, changing reimbursement structures, workforce challenges, and growing demand for integrated mental health and substance use disorder treatment services. To succeed in this environment, we must continue to evolve as an organization. The Unison brand provides an opportunity to establish a broader behavioral healthcare identity that reflects both our existing treatment programs and our future growth opportunities. This transition will allow us to:

1. Create a unified corporate identity across our treatment facilities and programs.

2. Strengthen financial and operational management through consistent policies, reporting, accountability, and organizational oversight.

3. Expand our clinical capabilities across substance use disorder treatment, mental health services, residential care, and outpatient programs.

 4. Improve employee engagement and development by creating opportunities for professional growth and collaboration.

5. Enhance the patient experience through consistent standards of care, customer service, and operational excellence.

6. Strengthen our relationships with referral partners, healthcare providers, payers, government agencies, and the communities we serve.

7. Position Unison for long-term growth as a respected behavioral healthcare provider and management organization.

Our goal is not simply to create a new brand. It is to build a stronger healthcare organization. What This Transition Means for Our Employees We understand that organizational change can create questions and uncertainty. We want to emphasize that our employees are essential to the success of this transition.

● Our intention is to build upon the experience, dedication, and clinical expertise of the existing ARC workforce. We recognize the contributions our employees have made, often under challenging circumstances, and we value their continued commitment to our patients.

● Over the coming weeks, our Human Resources and management teams will work with employees to communicate changes involving corporate identity, organizational structure, policies, procedures, email addresses, employee materials, and other administrative functions. Any changes affecting individual employment arrangements, compensation, benefits, payroll, or reporting relationships will be communicated directly by Human Resources and management.

We are committed to providing clear and timely information throughout this process.

3 Most importantly, our commitment to patient care and the safety and well-being of our employees will remain central to everything we do. We anticipate using the designation: UNISON BEHAVIORAL HEALTHCARE Formerly Addiction Recovery Care (ARC) This will help patients, families, referral partners, and community stakeholders recognize the continuity of our services as we introduce the Unison identity. The public launch is targeted for approximately 90 days, subject to completion of necessary operational and regulatory requirements. Our Commitment to Patients and Communities While our name and corporate identity will change, the foundation of our mission remains the same. Our patients and their families depend on us during some of the most difficult periods of their lives. They trust our organization to provide safe, professional, compassionate, and effective treatment. That responsibility does not change with a new name. We remain committed to providing high-quality treatment, maintaining clinical standards, respecting patient dignity, and helping individuals build healthier and more productive lives. Under the Unison brand, we intend to strengthen this commitment and expand our ability to serve individuals and communities in need of behavioral healthcare services. Moving Forward Together

We recognize that the past several months have presented significant challenges for our organization and our employees. We also recognize the extraordinary dedication of the individuals who have continued to care for our patients and support our facilities during this period. The transition to Unison Behavioral Healthcare represents an opportunity to move forward with a renewed sense of purpose, a stronger organizational foundation, and a shared vision for the future. We believe that by combining the clinical experience and commitment of ARC’s employees with Unison’s management resources, operational expertise, and long-term strategic vision, we can build an organization that is stronger, more collaborative, and better positioned to serve our patients and communities.

We ask every member of our team to embrace this transition with professionalism, cooperation, and an open mind. Over the coming weeks, you will receive additional information regarding the implementation schedule, new branding materials, employee communications, and the specific changes affecting your facility or department. Our name is changing. Our commitment to recovery, compassionate care, and the people we serve is not. Thank you for your continued dedication, hard work, and commitment to our patients. Together, we look forward to building the next chapter of our organization. One Team. One Mission. One Unison.

Sincerely,

4 Executive Leadership Team Unison Behavioral Healthcare Formerly Addiction Recovery Care (ARC)