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

Enhabit (EHAB) General Counsel’s RSUs and PSUs settled for $13.80 cash in merger

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

Rhea-AI Filing Summary

Enhabit, Inc. executive equity awards were settled in cash in connection with a merger at a fixed price. General Counsel and Secretary Dylan C. Black reported multiple transactions in Enhabit common stock on May 15, 2026, all coded as dispositions to the issuer and compensatory grants or awards, not open‑market trades.

Under an Agreement and Plan of Merger, each Enhabit share outstanding immediately before the effective time was canceled and converted into the right to receive $13.80 in cash per share as merger consideration. Restricted stock units became fully vested and were canceled for the same cash amount per underlying share, net of taxes. Performance stock units granted in 2024, 2025, and 2026 vested based on performance at 153.5%, 170%, and 140% of target, respectively, then were canceled for cash at $13.80 per share, with any remaining unvested portion canceled for no consideration.

Positive

  • None.

Negative

  • None.

Insights

Form 4 shows cash settlement of awards tied to Enhabit’s merger.

The transactions for Dylan C. Black reflect equity awards being canceled and replaced with cash at $13.80 per share under a merger agreement, rather than discretionary stock market trades. Codes A and D indicate grants/awards and dispositions to the issuer.

Footnotes explain that restricted stock units fully vested at the merger’s effective time and were exchanged for the cash merger consideration. Performance stock units from 2024, 2025, and 2026 vested at specified performance levels before receiving the same cash treatment, with any remaining unvested PSUs forfeited without payment.

Because these events are mechanical outcomes of the merger terms, they mainly clarify how this officer’s equity was treated, rather than signaling a change in sentiment about Enhabit, Inc.. Subsequent company disclosures would frame the broader financial impact of the merger itself.

Insider Black Dylan C
Role General Counsel and Secretary
Type Security Shares Price Value
Disposition Common Stock 41,263 $13.80 $569K
Disposition Common Stock 58,560 $13.80 $808K
Grant/Award Common Stock 34,413 $13.80 $475K
Disposition Common Stock 34,413 $13.80 $475K
Grant/Award Common Stock 49,601 $13.80 $684K
Disposition Common Stock 49,601 $13.80 $684K
Grant/Award Common Stock 24,072 $13.80 $332K
Disposition Common Stock 24,072 $13.80 $332K
Holdings After Transaction: Common Stock — 58,560 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 $13.80 per share Cash paid for each Enhabit common share at effective time
Disposition block 24,072 shares Common stock disposition to issuer at $13.80
Grant/award block 24,072 shares Common stock grant or award at $13.80
PSU 2024 performance 153.5% of target Vesting level for 2024 performance stock units
PSU 2025 performance 170% of target Vesting level for 2025 performance stock units
PSU 2026 performance 140% of target Vesting level for 2026 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 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 ... was automatically canceled"
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*
Black Dylan C
(Last)(First)(Middle)
6688 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)
General Counsel and Secretary
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)05/15/2026D41,263D$13.858,560D
Common Stock(2)05/15/2026D58,560D$13.80D
Common Stock(3)05/15/2026A34,413A$13.834,413D
Common Stock(3)05/15/2026D34,413D$13.80D
Common Stock(4)05/15/2026A49,601A$13.849,601D
Common Stock(4)05/15/2026D49,601D$13.80D
Common Stock(5)05/15/2026A24,072A$13.824,072D
Common Stock(5)05/15/2026D24,072D$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 transactions did Enhabit (EHAB) report for Dylan C. Black?

The Form 4 reports several transactions in Enhabit common stock coded as dispositions to the issuer and grant or award acquisitions. These reflect equity awards being canceled and settled in cash under a merger agreement, rather than open-market stock purchases or sales.

At what price were Enhabit (EHAB) shares and awards settled in the merger?

Each Enhabit common share and eligible equity award was converted into the right to receive $13.80 in cash per share. This merger consideration applied at the effective time of the merger, subject to applicable taxes and withholding for stock-based awards.

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

Restricted stock units became fully vested immediately before the merger’s effective time. Each RSU was then automatically canceled and converted into the right to receive the $13.80 per-share merger consideration in cash, less applicable taxes and withholding obligations, instead of remaining as equity.

What happened to Enhabit (EHAB) 2024 performance stock units in the merger?

2024 performance stock units vested based on performance as if 153.5% of target had been achieved. The vested portion was canceled and converted into cash at $13.80 per share, while any unvested portion was automatically canceled with no consideration paid.

How were Enhabit (EHAB) 2025 and 2026 performance stock units handled?

2025 PSUs vested assuming 170% of target performance, and 2026 PSUs vested assuming 140% of target. The vested shares were canceled and converted into $13.80 per share cash payments, with any remaining unvested PSUs canceled without any cash consideration.

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

No. The transactions are coded as dispositions to the issuer and grant or award acquisitions, tied to the merger’s treatment of stock and awards. They document mechanical equity settlement, not discretionary market purchases or sales by the reporting person.