Enhabit, Inc.

false 0001803737 --12-31 0001803737 2026-05-15 2026-05-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 15, 2026 Enhabit, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41406 47-2409192 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 6688 N. Central Expressway , Suite 1300 , Dallas , Texas 75206 (Address and zip code of principal executive offices) (214) 239-6500 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share EHAB New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ INTRODUCTORY NOTE On May 15, 2026 (the “ Closing Date ”), Anchor Parent, LLC, a Delaware limited liability company (“ Parent ”), completed the previously announced acquisition of Enhabit, Inc., a Delaware corporation (“ Enhabit ” or the “ Company ”), pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026 (the “ Merger Agreement ”), by and among Enhabit, Parent and Anchor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into Enhabit (the “ Merger ”), with Enhabit surviving as a wholly owned subsidiary (the “ Surviving Corporation ”) of Parent. The Merger Agreement and the transactions contemplated thereby, including the Merger, were previously described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “ SEC ”) on April 14, 2026. Item 1.01 Entry into a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. In connection with the consummation of the Merger, on May 15, 2026, Parent, Merger Sub, the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Credit Agreement (the “ First Amendment ”) with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the lenders (in such capacity, the “ Administrative Agent ”) and as collateral agent for the lenders (in such capacity, the “ Collateral Agent ”), which amends that certain Amended and Restated Credit Agreement, dated as of February 26, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and as amended by the First Amendment, the “ Credit Agreement ”), by and among the Company, the financial institutions party thereto as lenders, swingline lenders and issuing banks, the Administrative Agent and the Collateral Agent. The First Amendment provides for, among other things, (i) additional term loans consisting of an increase in the aggregate principal amount of initial term loans by an aggregate principal amount of $105,000,000 (the “ First Amendment Incremental Term Loans ”), such that the aggregate outstanding principal amount of the initial term loans of all term loan lenders on May 15, 2026 (which includes the First Amendment Incremental Term Loans made pursuant to the First Amendment on May 15, 2026) shall be $420,000,000; (ii) an increase in the revolving credit facility commitments by an aggregate principal amount of $40,000,000 (the “ First Amendment Revolving Commitment Increase ”), such that the aggregate amount of the lenders’ revolving commitments on May 15, 2026 shall be $200,000,000; and (iii) that the First Amendment Incremental Term Loans and Revolving Commitments (as defined in the Credit Agreement), including the First Amendment Revolving Commitment Increase, be made available to Merger Sub as a Borrower (as defined in the Credit Agreement). The obligations under the Credit Agreement are guaranteed by Parent, Merger Sub, the Company and certain existing direct or indirect wholly owned domestic subsidiaries of the Company (the “ Subsidiary Guarantors ”), and such obligations and guarantees are secured on a senior basis by substantially all of the assets of Parent, Merger Sub, the Company and the other Subsidiary Guarantors, in each case, subject to customary exceptions and exclusions. The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of its type. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and Items 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. From and after the effective time of the Merger (the “ Effective Time ”), except as otherwise expressly agreed to in writing after the date of the Merger Agreement and prior to the Effective Time by Parent and a holder of common stock, par value $0.01 per share, of the Company (“ Common Stock ”), each share of Common Stock issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $13.80 in cash without interest (with respect to each such share of Common Stock, the “ Per Share Amount ,” and such consideration, the “ Merger Consideration ”). As of the Effective Time, all such shares of Common Stock were no longer issued and outstanding and were automatically cancelled and ceased to exist, and each holder of any such shares of Common Stock ceased to have any rights with respect thereto, except the right to receive the Merger Consideration. At the Effective Time, each share of Common Stock held in the treasury of Enhabit or any of its subsidiaries and each share of Common Stock owned by Parent or Merger Sub immediately prior to the Effective Time was automatically cancelled and ceased to exist and no consideration was or will be delivered in exchange therefor. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was automatically converted into and became one fully paid, nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and constitutes the only outstanding shares of capital stock of the Surviving Corporation. Effective immediately prior to the Effective Time, each stock option granted under Enhabit’s 2022 Omnibus Performance Incentive Plan or Enhabit’s 2025 Equity and Incentive Compensation Plan (as applicable, each a “ Company Stock Plan ”) that entitled the holder thereof to purchase shares of Common Stock (each, a “ Company Option ”)