{"url_path":"/sec/ehc/8-k/2026-05-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/785161/0000785161-26-000156-index.html","accession_number":"0000785161-26-000156","cik":"0000785161","ticker":"EHC","issuer_name":"Encompass Health Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/785161/0000785161-26-000156-index.html","primary_entity_key":"0000785161","primary_entity_name":"Encompass Health Corp"},"word_count":455,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nOn May 14, 2026, Encompass Health Corporation (the “Company”) and certain of its subsidiaries, as guarantors (the “Guarantors”), entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC, as the representative of the initial purchasers (the “Initial Purchasers”), with respect to a private offering (the “Notes Offering”) by the Company of $500,000,000 in aggregate principal amount of 5.875% senior notes due 2034 (the “Notes”), along with the related guarantees of the Notes. The Notes Offering is expected to close on or about May 29, 2026, subject to and in accordance with the terms of the Purchase Agreement.\n\nThe Purchase Agreement contains customary representations, warranties and covenants of the Company and the Guarantors, conditions to closing, indemnification obligations of the parties, and termination and other customary provisions. The foregoing description of the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.\n\nThe Notes are being offered and sold in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Initial Purchasers intend to resell the Notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or the applicable securities laws of any state or other jurisdiction and may not be offered, transferred or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction.\n\nThe Initial Purchasers and certain of their respective affiliates have performed, and may in the future perform, various commercial and investment banking and financial advisory services for the Company and its affiliates, for which they have received or may in the future receive customary fees and expenses. The Initial Purchasers and/or certain of their affiliates act as agents and/or lenders under the Company’s revolving credit agreement and receive and are expected to receive customary fees for their services as well as reimbursement for certain expenses.\n\nThe Company currently intends to use the net proceeds from the Notes Offering, together with cash on hand, to redeem at par $400 million of the $800 million in principal amount outstanding of the Company’s 4.500% Senior Notes due 2028, to repay $100 million of outstanding amounts under the Company’s revolving credit facility, and to pay certain related fees and expenses."}