Encompass Health sells $100M 5.875% notes due 2034

Encompass Health Corporation completed a private issuance and sale of $100 million aggregate principal amount of 5.875% Senior Notes due 2034, guaranteed by certain subsidiaries.

Rhea-AI Filing Summary

Encompass Health Corporation completed a private issuance and sale of $100 million aggregate principal amount of 5.875% Senior Notes due 2034, guaranteed by certain subsidiaries. The notes were sold at 98.75% of principal, generating approximately $96.9 million in net proceeds after initial purchasers’ discounts and estimated expenses.

The company used the net proceeds, together with cash on hand, to repay a portion of the outstanding amounts under its revolving credit facility. These new notes are an additional issuance under the existing May 29, 2026 indenture, where $500,000,000 of identical 5.875% Senior Notes due 2034 are already outstanding. The new and existing notes form a single class under the indenture and rank pari passu.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Additional Notes principal: $100 million Coupon rate: 5.875% Purchase price: 98.75% +3 more

6 metrics

Additional Notes principal $100 million Aggregate principal amount of new 5.875% Senior Notes due 2034

Coupon rate 5.875% Interest rate on Senior Notes due 2034

Purchase price 98.75% Price paid by initial purchasers as a percentage of principal

Net proceeds approximately $96.9 million Proceeds after discounts and estimated expenses from Additional Notes

Existing Notes principal $500,000,000 Aggregate principal amount of existing 5.875% Senior Notes due 2034

Maturity year 2034 Maturity of both Additional and Existing Senior Notes series

Key Terms

revolving credit facility, Rule 144A, Regulation S, Indenture, +1 more

5 terms

revolving credit facility financial

"to repay a portion of the outstanding amounts under the Company’s revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Rule 144A regulatory

"resold by the initial purchasers to qualified institutional buyers in reliance on Rule 144A under"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"to non-U.S. persons in transactions outside the United States in reliance on Regulation S under"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Indenture financial

"governed by the previously executed indenture, dated as of May 29, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

pari passu financial

"Additional Notes and the Existing Notes are treated as a single class and rank pari passu"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Encompass Health (EHC) announce regarding new debt on August 13, 2026?

Encompass Health completed a private issuance of $100 million aggregate principal amount of 5.875% Senior Notes due 2034. These notes are guaranteed by certain subsidiaries and issued under an existing indenture governing earlier 2034 notes.

How much cash did Encompass Health (EHC) receive from the new senior notes?

The company received net proceeds of approximately $96.9 million from the sale of the additional 5.875% Senior Notes. This reflects the 98.75% purchase price, less initial purchasers’ discounts and estimated offering expenses.

How will Encompass Health (EHC) use the proceeds from the $100 million notes?

Encompass Health used the net proceeds of about $96.9 million, together with cash on hand, to repay a portion of outstanding amounts under its revolving credit facility, shifting borrowings from the revolver into longer-term senior notes.

What are the key terms of Encompass Health’s new 5.875% Senior Notes due 2034?

The new securities are 5.875% Senior Notes due 2034, issued in a $100 million aggregate principal amount at 98.75% of par. They share identical terms with existing 2034 notes issued on May 29, 2026, except for issuance date and price.

How do the new Encompass Health (EHC) notes relate to the existing 2034 notes?

The additional $100 million of 5.875% Senior Notes due 2034 are a further issuance under the same indenture as the prior $500,000,000 2034 notes. Both series are treated as a single class and rank pari passu for all indenture purposes.

How were Encompass Health’s new senior notes offered and who can buy them?

The additional notes were sold in a private offering exempt from Securities Act registration. Initial purchasers will resell them to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 04:39 PM Accepted by SEC EDGAR 08/13/2026 - 04:39 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 13, 2026

Encompass Health Corporation

(Exact name of Registrant as specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-10315			63-0860407
(Commission File Number)			(IRS Employer Identification No.)

9001 Liberty Parkway, Birmingham, Alabama 35242

(Address of Principal Executive Offices, Including Zip Code)

(205) 967-7116

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			EHC			New York Stock Exchange

Item 8.01. Other Events.

On August 13, 2026, Encompass Health Corporation (the “Company”) completed the issuance and sale of $100 million in aggregate principal amount of its 5.875% Senior Notes due 2034 (the “Additional Notes”), along with the related guarantees of the Additional Notes by certain of the Company’s subsidiaries, in a private offering. The purchase price for the Additional Notes was 98.75% of the aggregate principal amount, resulting in net proceeds to the Company of approximately $96.9 million after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds from the sale of the Additional Notes, together with cash on hand, to repay a portion of the outstanding amounts under the Company’s revolving credit facility. The Additional Notes were sold to the initial purchasers in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will be resold by the initial purchasers to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

The terms of the Additional Notes are governed by the previously executed indenture, dated as of May 29, 2026 (the “Indenture”), by and among the Company, the subsidiary guarantors named therein, and Computershare Trust Company, National Association, as trustee. The Additional Notes represent a further issuance of the Company’s 5.875% Senior Notes due 2034, of which $500,000,000 aggregate principal amount was issued on May 29, 2026 (the “Existing Notes”) under the Indenture. Other than with respect to the date of issuance and public offering price, the Additional Notes have identical terms as the Existing Notes. The Additional Notes and the Existing Notes are treated as a single class for all purposes under the Indenture, including notices, consents, waivers, amendments, redemptions and any other action permitted under the Indenture, and rank pari passu with the Existing Notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ENCOMPASS HEALTH CORPORATION
By:			/S/   Patrick Darby
			Name:			Patrick Darby
			Title:			Executive Vice President, General Counsel and Corporate Secretary

Dated: August 13, 2026

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