{"url_path":"/sec/ehab/8-k/2026-05-15/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1803737/0001193125-26-225491-index.html","accession_number":"0001193125-26-225491","cik":"0001803737","ticker":"EHAB","issuer_name":"Enhabit, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1803737/0001193125-26-225491-index.html","primary_entity_key":"0001803737","primary_entity_name":"Enhabit, Inc."},"word_count":1188,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe 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.\n\nFrom 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.\n\nAt 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.\n\nAt 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.\n\nEffective 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”) that was outstanding and unexercised as of immediately prior to the Effective Time was, to the extent unvested, accelerated and became fully vested and exercisable. As of 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 Company Options, and except as otherwise provided in the Merger Agreement, each outstanding and unexercised Company Option was automatically cancelled and converted into the right to receive an amount in cash, equal to the product of (i) the total number of shares of Common Stock subject to such Company Option as of immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (A) the Per Share Amount over (B) the exercise price per share of Common Stock applicable to such Company Option, which will be paid in accordance with the Merger Agreement, without interest and subject to any applicable Tax (as defined in the Merger Agreement) withholding under applicable law in accordance with the Merger Agreement and any other authorized deductions.\n\nAs of the Effective Time, each Company Option that was then outstanding and unexercised and that had an exercise price per share of Common Stock that was equal to, or greater than, the Per Share Amount was automatically cancelled, without any further action on the part of the holder of any Company Option, without any cash payment or other consideration being made in respect thereof.\n\nEffective immediately prior to the Effective Time, each restricted stock unit or deferred stock unit, in each case, representing a right to receive one share of Common Stock granted under any Company Stock Plans and the vesting of which had not been subject to the achievement of performance-based goals or metrics (each, a “Company RSU”) and each restricted share of Common Stock granted under any Company Stock Plans (each, a “Company RSA”) that was outstanding as of immediately prior to the Effective Time became, to the extent unvested, fully vested. 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 Company RSUs or Company RSAs, as of the Effective Time, each Company RSU and Company RSA that was then outstanding was automatically cancelled and converted into the right to receive a cash payment in an amount equal to the product of (A) the total number of shares of Common Stock underlying such Company RSU or the total number of Company RSAs, as applicable, as of immediately prior to the Effective Time, multiplied by (B) the Per Share Amount, which will be paid in accordance with the Merger Agreement, without interest and subject to any applicable Tax withholding under applicable law in accordance with the Merger Agreement and any other authorized deductions.\n\nEffective immediately prior to the Effective Time, each restricted stock unit granted under any Company Stock Plans, the vesting of which was subject, in whole or in part, to the achievement of performance-based goals or metrics (each, a “Company PSU”) that was outstanding as of immediately prior to the Effective Time became, to the extent unvested, vested, in the number of shares of Common Stock subject to the Company PSU based on the greater of the target performance level and the actual performance level measured as of the Effective Time (as determined by the Compensation and Human Capital Committee of the Board as constituted immediately prior to the Effective Time) (or, for any Company PSUs for which the performance period had been completed as of the\n\nEffective Time, the actual performance level). 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 Company PSUs, as of the Effective Time, (i) the vested portion of a Company PSU (after giving effect to the first sentence of this paragraph) was automatically cancelled and converted into the right to receive a cash payment in an amount equal to the product of (A) the total number of shares of Common Stock underlying such vested portion of the Company PSU as of immediately prior to the Effective Time, multiplied by (B) the Per Share Amount, which will be paid in accordance with the Merger Agreement, without interest and subject to any applicable Tax withholding under applicable law in accordance with the Merger Agreement and any other authorized deductions, and (ii) the unvested portion of a Company PSU was automatically cancelled without any cash payment or other consideration being made in respect thereof.\n\nThe foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on February 23, 2026, which is incorporated herein by reference."}