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[Form 4] Enhabit, Inc. Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Enhabit, Inc.’s Chief Human Resources Officer, Tanya Renee Marion, reported merger-related equity award settlements tied to the company’s sale. Under the merger with Anchor Parent, each share of Enhabit common stock was automatically canceled and converted into the right to receive $13.80 in cash. The Form 4 shows multiple dispositions of common stock back to the issuer and corresponding grant/award acquisitions, reflecting the treatment of restricted stock units and performance stock units at this cash price. Unvested performance stock units from 2024, 2025, and 2026 vested based on specified performance levels and were converted into the same cash merger consideration, while any remaining unvested portions were canceled for no consideration.

Positive

  • None.

Negative

  • None.

Insights

Merger-driven equity award cash-out, not open-market trading.

The transactions for Enhabit, Inc. Chief Human Resources Officer Tanya Renee Marion reflect how her stock-based compensation was treated in the completed merger with Anchor Parent, LLC. Each share of common stock was converted into a right to receive $13.80 in cash.

Form 4 codes show multiple "D" entries (dispositions to issuer) and "A" entries (grant/award acquisitions), consistent with restricted stock units and performance stock units being vested, canceled, and cashed out at the merger price rather than traded in the market. There are no derivative positions remaining in the derivative summary.

The footnotes specify that 2024, 2025, and 2026 performance stock units vested at 153.5%, 170%, and 140% of target, respectively, before conversion into the cash merger consideration. These events are largely mechanical consequences of the merger terms rather than discretionary buy or sell decisions.

Insider Marion Tanya Renee
Role Chief Human Resources Officer
Type Security Shares Price Value
Disposition Common Stock 1,712 $13.80 $24K
Disposition Common Stock 51,531 $13.80 $711K
Disposition Common Stock 53,520 $13.80 $739K
Grant/Award Common Stock 37,558 $13.80 $518K
Disposition Common Stock 37,558 $13.80 $518K
Grant/Award Common Stock 44,514 $13.80 $614K
Disposition Common Stock 44,514 $13.80 $614K
Grant/Award Common Stock 21,602 $13.80 $298K
Disposition Common Stock 21,602 $13.80 $298K
Holdings After Transaction: Common Stock — 0 shares (Indirect, By spouse); Common Stock — 51,808 shares (Direct, null)
Footnotes (1)
  1. Pursuant to the Agreement and Plan of Merger ('Merger Agreement'), dated as of February 22, 2026, by and among Enhabit, Inc. (the 'Company'), Anchor Parent, LLC ('Parent'), and Anchor Merger Sub, Inc., a wholly owned subsidiary of Parent ('Merger Sub'), Merger Sub will be merged with and into the Company (the 'Merger'), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the 'Surviving Corporation'). At the effective time of the Merger (the 'Effective Time'), each share of the Company's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $13.80 in cash (the 'Merger Consideration'). Represents restricted stock units ('RSUs'). Each RSU represents a contingent right to receive one share of common stock of the Company. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time, to the extent unvested, became fully vested and was automatically canceled and converted into the right to receive the Merger Consideration, without interest less applicable taxes and withholding. Represents performance stock units awarded in 2024 ('2024 PSUs'). Pursuant to the Merger Agreement, each 2024 PSU that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of Company common stock assuming that 153.5% of target level of performance had been achieved, and each such 2024 PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration. Represents performance stock units awarded in 2025 ('2025 PSUs'). Pursuant to the Merger Agreement, each 2025 PSU that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of Company common stock assuming that 170% of target level of performance had been achieved, and each such 2025 PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration. Represents performance stock units awarded in 2026 ('2026 PSUs'). Pursuant to the Merger Agreement, each 2026 PSU that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of Company common stock assuming that 140% of target level of performance had been achieved, and each such 2026 PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.
Merger consideration per share $13.80 per share Cash paid for each Enhabit common share at Effective Time
Single disposition block 53,520 shares at $13.80 Common stock disposition to issuer on Form 4 (one transaction code D)
Disposition by spouse 1,712 shares at $13.80 Indirect holding by spouse disposed to issuer
Post-transaction direct holding example 51,808 shares Total shares following one disposition transaction coded D
2024 PSU performance level 153.5% of target Vesting level used to determine 2024 PSUs before cash conversion
2025 PSU performance level 170% of target Vesting level used to determine 2025 PSUs before cash conversion
2026 PSU performance level 140% of target Vesting level used to determine 2026 PSUs before cash conversion
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger ('Merger Agreement'), dated as of February 22, 2026..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"converted into the right to receive $13.80 in cash (the 'Merger Consideration')."
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock units financial
"Represents restricted stock units ('RSUs'). Each RSU represents a contingent right to receive one share..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"Represents performance stock units awarded in 2024 ('2024 PSUs')."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Effective Time regulatory
"At the effective time of the Merger (the 'Effective Time'), each share..."
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Marion Tanya Renee
(Last)(First)(Middle)
6688 N. CENTRAL EXPRESSWAY
SUITE 1300
(Street)
DALLAS TEXAS 75206
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Enhabit, Inc. [ EHAB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Human Resources Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock(1)05/15/2026D1,712D$13.80IBy spouse
Common Stock(1)05/15/2026D51,531D$13.851,808D
Common Stock(2)05/15/2026D53,520D$13.80D
Common Stock(3)05/15/2026A37,558A$13.837,558D
Common Stock(3)05/15/2026D37,558D$13.80D
Common Stock(4)05/15/2026A44,514A$13.844,514D
Common Stock(4)05/15/2026D44,514D$13.80D
Common Stock(5)05/15/2026A21,602A$13.821,602D
Common Stock(5)05/15/2026D21,602D$13.80D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger ('Merger Agreement'), dated as of February 22, 2026, by and among Enhabit, Inc. (the 'Company'), Anchor Parent, LLC ('Parent'), and Anchor Merger Sub, Inc., a wholly owned subsidiary of Parent ('Merger Sub'), Merger Sub will be merged with and into the Company (the 'Merger'), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the 'Surviving Corporation'). At the effective time of the Merger (the 'Effective Time'), each share of the Company's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $13.80 in cash (the 'Merger Consideration').
2. Represents restricted stock units ('RSUs'). Each RSU represents a contingent right to receive one share of common stock of the Company. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time, to the extent unvested, became fully vested and was automatically canceled and converted into the right to receive the Merger Consideration, without interest less applicable taxes and withholding.
3. Represents performance stock units awarded in 2024 ('2024 PSUs'). Pursuant to the Merger Agreement, each 2024 PSU that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of Company common stock assuming that 153.5% of target level of performance had been achieved, and each such 2024 PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.
4. Represents performance stock units awarded in 2025 ('2025 PSUs'). Pursuant to the Merger Agreement, each 2025 PSU that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of Company common stock assuming that 170% of target level of performance had been achieved, and each such 2025 PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.
5. Represents performance stock units awarded in 2026 ('2026 PSUs'). Pursuant to the Merger Agreement, each 2026 PSU that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of Company common stock assuming that 140% of target level of performance had been achieved, and each such 2026 PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.
Remarks:
/s/ Sarah W. Braley, Attorney in Fact05/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Enhabit (EHAB) report for Chief Human Resources Officer Tanya Renee Marion?

Enhabit reported merger-related equity transactions for Chief Human Resources Officer Tanya Renee Marion. Her common stock, restricted stock units, and performance stock units were disposed to the issuer or vested and converted into the right to receive the cash merger consideration of $13.80 per share.

What cash consideration did Enhabit (EHAB) shareholders receive in the merger?

Each Enhabit common share was automatically canceled and converted into the right to receive $13.80 in cash. This merger consideration applied to issued and outstanding common stock and to vested equity awards that were converted into cash, subject to applicable taxes and withholding obligations.

How were Enhabit (EHAB) restricted stock units treated in the merger?

Each Enhabit restricted stock unit represented a right to one common share. At the merger’s effective time, all outstanding RSUs became fully vested, were automatically canceled, and converted into the right to receive the $13.80 cash merger consideration, less applicable taxes and withholding amounts.

How were Enhabit (EHAB) 2024 performance stock units handled in the merger?

2024 performance stock units vested based on achieving 153.5% of target performance. At the effective time, vested PSUs were automatically canceled and converted into rights to receive the $13.80 per share merger consideration, with any unvested portion canceled for no consideration under the merger terms.

What performance levels were used for Enhabit (EHAB) 2025 and 2026 PSUs in the merger?

2025 PSUs vested assuming 170% of target performance, and 2026 PSUs vested assuming 140% of target performance. The vested portions were canceled and converted into the $13.80 cash merger consideration, while any remaining unvested portions were canceled without consideration.

Did the Enhabit (EHAB) Form 4 show open-market insider buying or selling?

The Form 4 does not show open-market trades. It reports dispositions to the issuer and grant/award acquisitions at the merger cash price of $13.80 per share, reflecting automatic treatment of equity awards under the merger agreement rather than discretionary market transactions.