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  4. [Form 4] Enhabit, Inc. Insider Trading Activity

Enhabit (EHAB) CFO equity awards vest and convert to $13.80 cash in merger

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

Rhea-AI Filing Summary

Enhabit, Inc. Chief Financial Officer Ryan Solomon reported equity award changes tied to the company’s merger at a cash price of $13.80 per share. The Form 4 shows several dispositions of common stock back to the issuer and matching acquisitions recorded as grants or awards, all at $13.80, reflecting how outstanding equity was treated in the merger.

Footnotes explain that, under the Agreement and Plan of Merger, each share of Enhabit common stock outstanding immediately before the effective time was canceled and converted into the right to receive $13.80 in cash. Restricted stock units became fully vested and were converted into the same cash consideration. Performance stock units granted in 2025 vested based on 170% of target performance, and 2026 awards vested based on 140% of target, after which vested portions were converted into the cash merger consideration and any remaining unvested portions were canceled with no payment.

Positive

  • None.

Negative

  • None.

Insights

These entries reflect merger-driven equity cash-out mechanics, not open-market trading.

The transactions for Enhabit, Inc. show CFO Ryan Solomon disposing of and receiving common stock at $13.80 per share in connection with a merger. Codes "D" and "A" indicate issuer dispositions and grant/award acquisitions rather than open-market buys or sells.

Footnotes clarify that all common shares, RSUs, and PSUs were canceled and converted into cash at $13.80, with 2025 PSUs vesting at 170% of target and 2026 PSUs at 140%. Unvested PSU portions were canceled for no consideration. These are standard change-of-control equity treatments, and the filing mainly documents how management’s outstanding awards were settled at closing.

Insider Solomon Ryan
Role Chief Financial Officer
Type Security Shares Price Value
Disposition Common Stock 60,247 $13.80 $831K
Disposition Common Stock 133,664 $13.80 $1.84M
Grant/Award Common Stock 79,490 $13.80 $1.10M
Disposition Common Stock 79,490 $13.80 $1.10M
Grant/Award Common Stock 38,577 $13.80 $532K
Disposition Common Stock 38,577 $13.80 $532K
Holdings After Transaction: Common Stock — 133,664 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 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 $13.80 per share Cash paid for each Enhabit common share at effective time
Disposition block 38,577 shares at $13.80 Common Stock disposition to issuer on Form 4
Award block 79,490 shares at $13.80 Common Stock grant/award acquisition on Form 4
PSU 2025 performance level 170% of target Vesting level for 2025 performance stock units at merger
PSU 2026 performance level 140% of target Vesting level for 2026 performance stock units at merger
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
"was automatically canceled and 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 ('RSUs') financial
"Represents restricted stock units ('RSUs'). Each RSU represents a contingent right to receive one share of common stock of the Company."
performance stock units financial
"Represents performance stock units awarded in 2025 ('2025 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"
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*
Solomon Ryan
(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 Financial 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)05/15/2026D60,247D$13.8133,664D
Common Stock(2)05/15/2026D133,664D$13.80D
Common Stock(3)05/15/2026A79,490A$13.879,490D
Common Stock(3)05/15/2026D79,490D$13.80D
Common Stock(4)05/15/2026A38,577A$13.838,577D
Common Stock(4)05/15/2026D38,577D$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 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.
4. 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.
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* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Enhabit (EHAB) CFO Ryan Solomon report in this Form 4?

Ryan Solomon reported multiple equity award transactions in Enhabit common stock at $13.80 per share. These include dispositions back to the issuer and matching grant or award acquisitions, all tied to the closing mechanics of the company’s merger and cash consideration structure.

Were the Enhabit (EHAB) CFO’s transactions open-market stock sales or purchases?

They were not open-market trades. The transactions are coded as dispositions to the issuer and grant or award acquisitions, reflecting equity being canceled and settled in cash at $13.80 per share under the merger agreement, rather than discretionary market buying or selling.

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

Each Enhabit RSU became fully vested immediately before the merger effective time. Every RSU then was automatically canceled and converted into the right to receive the $13.80 cash Merger Consideration, subject to applicable taxes and withholding obligations under the merger terms.

What happened to Enhabit (EHAB) 2025 performance stock units in this filing?

The 2025 PSUs vested based on 170% of target performance under the merger agreement. Each vested unit was then canceled and converted into the right to receive the $13.80 per share Merger Consideration, while any remaining unvested portion was canceled with no additional payment.

How were Enhabit (EHAB) 2026 performance stock units handled at the merger?

The 2026 PSUs vested at 140% of target performance immediately before the effective time. Vested units were canceled and converted into the $13.80 cash Merger Consideration, less taxes and withholding, and any unvested portion was automatically canceled for no consideration to the holder.

What is the Merger Consideration referenced in the Enhabit (EHAB) Form 4 footnotes?

The Merger Consideration is $13.80 in cash per share of Enhabit common stock. Each share outstanding immediately prior to the effective time, as well as vested RSUs and PSUs, was canceled and converted into the right to receive this cash amount under the merger agreement.