Enhabit, Inc. (EHAB) EVP reports merger-related equity cashout at $13.80

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Enhabit, Inc.’s EVP of Hospice Operations, Jeanne Louise Kalvaitis, reported multiple stock transactions tied to the company’s cash merger. Under the merger agreement, each share of common stock was canceled and converted into the right to receive $13.80 in cash.

The filing shows several dispositions of common stock back to the issuer and offsetting award-related acquisitions, each at $13.80 per share, reflecting settlement of equity in connection with the merger closing. Performance stock units granted in 2024, 2025, and 2026 vested at 153.5%, 170%, and 140% of target, respectively, and were also converted into the cash merger consideration, subject to taxes and withholding.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Kalvaitis Jeanne Louise

Role EVP of Hospice Operations

Type	Security	Shares	Price	Value
Disposition	Common Stock	23,575	$13.80	$325K
Disposition	Common Stock	38,300	$13.80	$529K
Grant/Award	Common Stock	13,273	$13.80	$183K
Disposition	Common Stock	13,273	$13.80	$183K
Grant/Award	Common Stock	26,233	$13.80	$362K
Disposition	Common Stock	26,233	$13.80	$362K
Grant/Award	Common Stock	14,119	$13.80	$195K
Disposition	Common Stock	14,119	$13.80	$195K

Holdings After Transaction: Common Stock — 38,300 shares (Direct, null)

Footnotes (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.

Key Figures

Merger consideration per share: $13.80 per share Disposition block: 14,119 shares Award acquisition block: 26,233 shares +4 more

7 metrics

Merger consideration per share $13.80 per share Cash paid for each Enhabit common share at effective time

Disposition block 14,119 shares Common stock disposed to issuer at $13.80 per share

Award acquisition block 26,233 shares Common stock acquired via grant/award at $13.80 per share

Disposition block 38,300 shares Common stock disposition entry at $13.80 per share

2024 PSU vesting level 153.5% of target Performance level used to vest 2024 performance stock units

2025 PSU vesting level 170% of target Performance level used to vest 2025 performance stock units

2026 PSU vesting level 140% of target Performance level used to vest 2026 performance stock units

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units, performance stock units, +1 more

5 terms

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'). Pursuant to the Merger Agreement..."

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..."

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Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 12:36 PM

SEC Form 4

FORM 4

UNITED 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

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^*

Kalvaitis Jeanne Louise

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of Hospice Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/15/2026		D		23,575	D	$13.8	38,300	D
Common Stock⁽²⁾	05/15/2026		D		38,300	D	$13.8	0	D
Common Stock⁽³⁾	05/15/2026		A		13,273	A	$13.8	13,273	D
Common Stock⁽³⁾	05/15/2026		D		13,273	D	$13.8	0	D
Common Stock⁽⁴⁾	05/15/2026		A		26,233	A	$13.8	26,233	D
Common Stock⁽⁴⁾	05/15/2026		D		26,233	D	$13.8	0	D
Common Stock⁽⁵⁾	05/15/2026		A		14,119	A	$13.8	14,119	D
Common Stock⁽⁵⁾	05/15/2026		D		14,119	D	$13.8	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Fact	05/15/2026
	** Signature of Reporting Person	Date
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 transactions did Enhabit (EHAB) report for Jeanne Louise Kalvaitis?

Jeanne Louise Kalvaitis reported several dispositions of Enhabit common stock to the issuer and related award acquisitions, all at $13.80 per share, on the merger effective date. These entries reflect equity awards and share cancellations tied to the company’s cash merger transaction.

What is the Enhabit (EHAB) merger consideration mentioned in this Form 4?

Each Enhabit common share was canceled and converted into the right to receive $13.80 in cash as merger consideration. The same $13.80 per-share price applied when settling restricted stock units and performance stock units, net of applicable taxes and withholding obligations.

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

Each restricted stock unit represented a contingent right to one Enhabit common share. At the merger 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.

How did the Enhabit (EHAB) merger affect 2024 performance stock units?

2024 performance stock units vested based on 153.5% of target performance. Each vested unit converted into the right to receive the $13.80 per-share merger consideration in cash, after taxes and withholding, while any unvested portion was automatically canceled for no additional consideration.

What happened to Enhabit (EHAB) 2025 and 2026 performance stock units in the merger?

2025 PSUs vested assuming 170% of target performance and 2026 PSUs vested assuming 140%. Each vested unit converted into a cash right equal to the $13.80 merger consideration per share, net of taxes, with unvested portions canceled for no consideration.

Is Jeanne Louise Kalvaitis’s Form 4 for Enhabit (EHAB) open-market buying or selling?

The reported transactions are issuer-related dispositions and award acquisitions, not open-market trades. They reflect cancellation and cash settlement of common shares, RSUs, and PSUs at $13.80 per share in connection with Enhabit’s merger, rather than discretionary market purchases or sales.