Enhabit (NYSE: EHAB) director exits holdings in $13.80-per-share cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Enhabit, Inc. director Mark W. Ohlendorf reported a disposition of 45,867 shares of common stock at $13.80 per share, with his direct holdings falling to zero. The transaction reflects a cash merger in which each Enhabit share and related deferred stock units were canceled and converted into the right to receive $13.80 in cash, subject to taxes and withholding.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Ohlendorf Mark W
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 45,867 | $13.80 | $633K |
Holdings After Transaction:
Common Stock — 0 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 deferred stock units ('DSUs'). Each DSU represents a contingent right to receive one share of common stock of the Company. Pursuant to the Merger Agreement, each DSU that was outstanding as of immediately prior to the Effective Time, was automatically canceled and converted into the right to receive the Merger Consideration, without interest less applicable taxes and withholding.
Key Figures
Shares disposed: 45,867 shares
Disposition price: $13.80 per share
Post-transaction holdings: 0 shares
+1 more
4 metrics
Shares disposed
45,867 shares
Disposition of Enhabit common stock reported by director
Disposition price
$13.80 per share
Merger Consideration for each Enhabit common share
Post-transaction holdings
0 shares
Director’s Enhabit common stock after reported disposition
DSU conversion price
$13.80 per unit
Each Enhabit deferred stock unit converted into cash Merger Consideration
Key Terms
Agreement and Plan of Merger, Merger Consideration, deferred stock units, Effective Time, +1 more
5 terms
Agreement and Plan of Merger financial
"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.
deferred stock units financial
"Represents deferred stock units ('DSUs'). Each DSU represents a contingent right to receive one share..."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Effective Time financial
"At the effective time of the Merger (the 'Effective Time'), each share of the Company's common stock..."
Surviving Corporation financial
"with the Company surviving the Merger as a wholly owned subsidiary of Parent (the 'Surviving Corporation')."
FAQ
What insider transaction did Enhabit (EHAB) director Mark W. Ohlendorf report?
Mark W. Ohlendorf reported disposing of 45,867 Enhabit common shares at $13.80 per share. The disposition was to the issuer in connection with a cash merger, and it reduced his directly held Enhabit common stock to zero following the transaction.
What happens to Enhabit (EHAB) deferred stock units (DSUs) in the merger?
Each deferred stock unit, representing a right to receive one Enhabit share, was automatically canceled at the effective time. Each DSU was converted into the right to receive the same $13.80 cash Merger Consideration, less applicable taxes and withholding, instead of Enhabit common stock.
Who are the parties to the Enhabit (EHAB) merger agreement?
The merger agreement is among Enhabit, Inc., Anchor Parent, LLC, and Anchor Merger Sub, Inc., a wholly owned subsidiary of Anchor Parent. Anchor Merger Sub will merge with and into Enhabit, leaving Enhabit as the surviving corporation wholly owned by Anchor Parent.
What is the role of Anchor Merger Sub in the Enhabit (EHAB) transaction?
Anchor Merger Sub, Inc. is a wholly owned subsidiary of Anchor Parent, LLC formed to merge with Enhabit. At the effective time, Anchor Merger Sub will merge into Enhabit, and Enhabit will continue as the surviving corporation, becoming a wholly owned subsidiary of Anchor Parent.