STOCK TITAN

Enhabit (EHAB) CEO reports merger-related equity cashout at $13.80 per share

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

Rhea-AI Filing Summary

Enhabit, Inc. President and CEO Barbara Ann Jacobsmeyer reported several non-market transactions in connection with the company’s merger into Anchor Parent, LLC. At the merger’s effective time, each share of Enhabit common stock was canceled and converted into the right to receive $13.80 in cash per share as merger consideration.

The filing shows dispositions of common stock back to the issuer at $13.80 per share and offsetting grants or awards of common stock on the same date, reflecting the treatment of equity awards under the merger agreement rather than open-market trading. Following one of the reported transactions, Jacobsmeyer held 193,093 shares of common stock directly.

Restricted shares (RSAs) and restricted stock units (RSUs) became fully vested and were automatically canceled and converted into rights to receive the $13.80 cash consideration, subject to taxes and withholding. Performance stock units granted in 2024 vested based on 153.5% of target performance, and 2025 awards vested based on 170% of target performance, with any remaining unvested portions canceled for no consideration.

Positive

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Insider Jacobsmeyer Barbara Ann
Role President and CEO
Type Security Shares Price Value
Disposition Common Stock 413,614 $13.80 $5.71M
Disposition Common Stock 65,964 $13.80 $910K
Disposition Common Stock 127,129 $13.80 $1.75M
Grant/Award Common Stock 263,237 $13.80 $3.63M
Disposition Common Stock 263,237 $13.80 $3.63M
Grant/Award Common Stock 340,530 $13.80 $4.70M
Disposition Common Stock 340,530 $13.80 $4.70M
Holdings After Transaction: Common Stock — 193,093 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 shares ('RSAs'). Each RSA represents a contingent right to receive one share of common stock of the Company. Pursuant to the Merger Agreement, each RSA that was outstanding as of immediately prior to the Effective Time 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 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.
Merger consideration price $13.80 per share Cash paid for each share of Enhabit common stock at effective time
Reported disposition block 340,530 shares at $13.80 Common stock disposition to issuer on merger date
Reported award grant 340,530 shares at $13.80 Common stock grant or award acquisition on merger date
Additional disposition block 263,237 shares at $13.80 Common stock disposition to issuer on merger date
Additional award grant 263,237 shares at $13.80 Common stock grant or award acquisition on merger date
Post-transaction holding 193,093 shares Common stock directly held after one reported disposition
2024 PSU performance level 153.5% of target Vesting level used to determine shares for 2024 performance stock units
2025 PSU performance level 170% of target Vesting level used to determine shares for 2025 performance stock units
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 shares ('RSAs') financial
"Represents restricted shares ('RSAs'). Each RSA represents a contingent right to receive one share..."
restricted stock units ('RSUs') financial
"Represents restricted stock units ('RSUs'). Each RSU represents a contingent right to receive one share..."
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 of the Company's common stock..."
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*
Jacobsmeyer Barbara Ann

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
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)05/15/2026D413,614D$13.8193,093D
Common Stock(2)05/15/2026D65,964D$13.8127,129D
Common Stock(3)05/15/2026D127,129D$13.80D
Common Stock(4)05/15/2026A263,237A$13.8263,237D
Common Stock(4)05/15/2026D263,237D$13.80D
Common Stock(5)05/15/2026A340,530A$13.8340,530D
Common Stock(5)05/15/2026D340,530D$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 shares ('RSAs'). Each RSA represents a contingent right to receive one share of common stock of the Company. Pursuant to the Merger Agreement, each RSA that was outstanding as of immediately prior to the Effective Time 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 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.
4. 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.
5. 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.
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)

FAQ

What did Enhabit (EHAB) CEO Barbara Ann Jacobsmeyer report in this Form 4?

Barbara Ann Jacobsmeyer reported non-market equity transactions tied to Enhabit’s merger. Shares and awards were canceled and converted into cash at $13.80 per share, reflecting merger consideration terms rather than open-market buying or selling.

What is the merger consideration per share in the Enhabit (EHAB) transaction?

Each Enhabit common share is entitled to receive $13.80 in cash as merger consideration. This amount applies to issued and outstanding common stock and to vested equity awards converted at the merger’s effective time, subject to applicable taxes and withholding.

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

Each Enhabit restricted share became fully vested immediately before the merger’s effective time. Every RSA was automatically canceled and converted into the right to receive $13.80 in cash per share, less applicable taxes and withholding, instead of remaining as company stock.

What happened to Enhabit (EHAB) restricted stock units (RSUs) in this merger?

All outstanding Enhabit RSUs became fully vested just before the merger closed. Each RSU was then automatically canceled and converted into the right to receive the $13.80 cash merger consideration per underlying share, subject to taxes and withholding obligations.

How were Enhabit (EHAB) 2024 performance stock units (PSUs) handled?

2024 PSUs vested based on 153.5% of target performance under the merger agreement. Vested PSUs were canceled and converted into the right to receive $13.80 in cash per share, while any remaining unvested portion was automatically canceled for no consideration.

What vesting level applied to Enhabit (EHAB) 2025 performance stock units?

2025 performance stock units vested assuming 170% of target performance at the merger’s effective time. These vested PSUs were canceled and converted into the $13.80 per-share cash consideration, and any unvested portion was canceled without any payment.

Did the Enhabit (EHAB) CEO’s Form 4 reflect open-market stock sales or purchases?

No, the Form 4 reflects dispositions to the issuer and award grants tied to the merger terms. The transactions occurred at $13.80 per share under the merger agreement rather than through open-market buying or selling activity on a stock exchange.