Enhabit (NYSE: EHAB) secures $43.1M recovery and 43% VitalCaring trust

Rhea-AI Filing Summary

Enhabit, Inc. filed a Form 8-K to share an update on a Delaware fiduciary duty case. Enhabit and Encompass Health Corporation have collected $43.1 million in full satisfaction of their claims for attorneys’ fees and mitigation damages from three individual defendants.

The companies will split the $43.1 million substantially equally. They also remain entitled, under a prior Court of Chancery order, to share 43% of VitalCaring Group’s ongoing profits and exit proceeds if and when VitalCaring is sold, through a constructive trust that is unchanged for the non-settling defendants.

Insights

Litigation and special situations analyst

Enhabit secures $43.1M cash recovery and preserves upside from a constructive trust tied to VitalCaring.

Enhabit and Encompass Health have collected $43.1 million from three individual defendants, resolving their claims for attorneys’ fees and mitigation damages. The cash is to be divided substantially equally, providing an immediate, defined monetary benefit to both companies.

The filing also highlights that the Delaware Court of Chancery’s constructive trust remains in place, entitling Enhabit and Encompass Health to share 43% of VitalCaring Group’s ongoing profits and any exit proceeds if VitalCaring is sold. The constructive trust against the remaining entity defendants is expressly unaffected by this settlement.

Overall, this looks like a favorable enforcement of prior court relief rather than a new operating development. Future disclosures around any VitalCaring sale or profit distributions, if they occur, would determine the scale and timing of additional benefits from the constructive trust.

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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): February 12, 2026

Enhabit, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-41406			47-2409192
(State or other jurisdiction			(Commission			(IRS Employer
of incorporation)			File Number)			Identification No.)

6688 N. Central Expressway, Suite 1300, Dallas, Texas 75206

(Address of principal executive offices, including zip code)

(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. ☐

Item 7.01. Regulation FD Disclosure.*

A copy of the press release issued by the Company on February 12, 2026, announcing a settlement of certain claims in a lawsuit filed by the Company and Encompass Health Corporation in the Delaware Court of Chancery, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number						Description
99.1						Press release dated February 12, 2026 (furnished herewith).*
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

* The information in Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified as being incorporated therein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ENHABIT, INC.
By:			/s/ Dylan C. Black
			Name:			Dylan C. Black
			Title:			General Counsel

Dated: February 12, 2026

Exhibit 99.1

Enhabit and Encompass Health Collect $43.1 Million from Individual Defendants in Delaware Fiduciary Breach Case

Enhabit, Inc. (NYSE: EHAB) announced today that, along with Encompass Health Corporation (NYSE: EHC), they have collected $43.1 million in full satisfaction of their claims for attorneys’ fees and mitigation damages in the Delaware Court of Chancery against former officer Chris Walker, Vistria Group senior partner David Schuppan, and Nautic Partners managing director Christopher Corey. These claims related to the December 2024 judgment in favor of Enhabit and Encompass Health, finding “egregious breaches of the duty of loyalty” by April Anthony, Luke James, and Walker while serving as senior officers at Encompass Health’s former home health and hospice division, which is now Enhabit. Enhabit and Encompass Health will divide the settlement proceeds substantially equally.

The Court of Chancery also imposed a constructive trust through which Enhabit and Encompass Health will split 43% of VitalCaring Group’s ongoing profits and exit proceeds if and when VitalCaring is sold. The constructive trust order against the other defendants in the Delaware litigation — The Vistria Group, Vistria Fund III, Nautic Partners, Nautic Partners IX, and the holding company that owns VitalCaring Group — is unaffected by this settlement.

Forward-Looking Statements

Statements contained in this press release which are not historical facts, such as those relating to the likelihood, timing and allocation of any monetary remedies recovered by Enhabit, are forward-looking statements. In addition, Enhabit may from time to time make forward-looking public statements concerning the matters described herein. All such estimates, projections, and forward-looking information speak only as of the date made, and Enhabit does not undertake a duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties. Actual results or events may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which could cause actual results or events to differ materially from those anticipated include, but are not limited to, an appeal of the judgment by the defendants and any related adverse appellate decision; the financial position of the defendants to the extent it may limit the timeliness or ability of the defendants to deliver any monetary remedy awarded, including future profits and exit proceeds, if any, to be delivered through the constructive trust ordered by the court; and other factors which may be identified from time to time in Enhabit’s SEC filings and other public announcements, including in the Form 10-K for the year ended Dec. 31, 2024 and Forms 10-Q for the quarters ended Mar. 31, 2025, Jun. 30, 2025, and Sept. 30, 2025.

About Enhabit Home Health & Hospice

Enhabit Home Health & Hospice (Enhabit, Inc.) is a leading national home health and hospice provider working to expand what's possible for patient care in the home. Enhabit’s team of clinicians supports patients and their families where they are most comfortable, with a nationwide footprint spanning 247 home health locations and 115 hospice locations across 34 states. Enhabit leverages advanced technology and compassionate teams to deliver extraordinary patient care. For more information, visit enhabit.com.

Media contact
Erin Volbeda
media@ehab.com
972 338-5141

Investor relations contact
Bob Okunski

investorrelations@ehab.com
469 860-6061

FAQ

What did Enhabit (EHAB) announce in this 8-K filing?

Enhabit announced it has collected $43.1 million, together with Encompass Health, in full satisfaction of their claims for attorneys’ fees and mitigation damages in a Delaware Court of Chancery case, providing an immediate cash recovery from three individual defendants.

How much money will Enhabit (EHAB) receive from the $43.1 million recovery?

Enhabit and Encompass Health will divide the $43.1 million recovery substantially equally. This means Enhabit is expected to receive roughly half of the cash collected, representing its share of attorneys’ fees and mitigation damages awarded in the Delaware litigation.

What is the 43% constructive trust mentioned by Enhabit (EHAB)?

The Delaware Court of Chancery imposed a constructive trust granting Enhabit and Encompass Health 43% of VitalCaring Group’s ongoing profits and exit proceeds if and when VitalCaring is sold. This order continues to apply to the non-settling entity defendants involved in the case.

Does the settlement affect claims against other defendants in Enhabit’s Delaware case?

The settlement only covers specific individual defendants. The constructive trust order against other defendants, including The Vistria Group, Vistria Fund III, Nautic Partners, Nautic Partners IX and the VitalCaring holding company, remains in place and is unaffected by this agreement.

Are there risks or uncertainties remaining for Enhabit (EHAB) after this recovery?

Enhabit notes forward-looking risks, including a potential appeal of the judgment and the defendants’ financial position potentially affecting payment of any future monetary remedies, such as profits and exit proceeds to be delivered through the constructive trust ordered by the Delaware Court of Chancery.

What type of company is Enhabit Home Health & Hospice (EHAB)?

Enhabit Home Health & Hospice is a national home health and hospice provider, operating 247 home health locations and 115 hospice locations across 34 states. Its clinicians deliver in-home care supported by advanced technology and a focus on patient and family needs.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 7.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB