Enhanced Group gets approval for 1-for-10 reverse split

The board may set the reverse split no earlier than the twentieth day after the information statement is provided and may abandon it before the amendment takes effect.

Rhea-AI Filing Summary

Enhanced Group Inc. (ENHA) received written-consent approval for a 1-for-10 reverse stock split of its Class A and Class B common stock. Enhanced Holdings LP, acting through its nominee and record holder Apeiron Investment Group Limited, approved the amendment; the consent represented 2,631,723,148 votes, approximately 96.6% of the company’s voting power as of September 25, 2026. No other common-stock holders were solicited or voted, and there were no votes against or abstentions. Any fractional share resulting from the split will be rounded up to the nearest whole share. The board will determine whether and when to effect the split, but not earlier than the twentieth day after the information statement is provided to shareholders of record; it may abandon the amendment before its filing becomes effective with the Texas Secretary of State.

Filing Explained

If effected, the approved one-for-ten split would consolidate each holder’s shares and proportionally raise the per-share price, while leaving company value unchanged by the split itself.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Reverse stock split ratio: 1-for-10 Class A common stock issued and outstanding: 136,816,367 shares Class B common stock issued and outstanding: 258,837,933 shares +2 more

5 metrics

Reverse stock split ratio 1-for-10 Applies to Class A and Class B common stock

Class A common stock issued and outstanding 136,816,367 shares As of the close of business on September 25, 2026

Class B common stock issued and outstanding 258,837,933 shares As of the close of business on September 25, 2026

Votes in favor 2,631,723,148 votes Written consent approving the amendment

Voting power represented Approximately 96.6% Consenting shareholder’s voting power as of the record date

Key Terms

Reverse Stock Split, Written Consent, Record Date, fractional share

4 terms

Reverse Stock Split technical

"to effect a reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Written Consent regulatory

"executed and delivered to the Company a written consent"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Record Date regulatory

"September 25, 2026 (the “Record Date”)"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

fractional share technical

"any fractional share of Common Stock"

A fractional share is a portion of a single stock that is worth less than one full share, like owning a slice of a pizza instead of the whole pie. It lets investors buy and hold part of expensive stocks or spread small amounts of money across many companies, which helps with diversification and regular investing; dividends and price changes affect fractional shares proportionally, though some rights and trading rules can vary by provider.

FAQ

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

What reverse stock split did ENHA shareholders approve?

The approved amendment provides for a 1-for-10 reverse stock split of both Class A and Class B common stock. Any fractional share that would otherwise result will be rounded up to the nearest whole share.

When could ENHA’s reverse stock split take effect?

The board will determine whether and when to effect the reverse split, but it cannot take effect earlier than the twentieth day after the information statement is provided to shareholders of record. The board may abandon the amendment before its filing becomes effective with the Texas Secretary of State.

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

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0001956439False169 Madison Ave,Suite 15101New YorkNY00019564392026-06-142026-06-1400019564392026-09-282026-09-28

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): September 28, 2026

ENHANCED GROUP INC.

(Exact name of registrant as specified in its charter)

Texas			001-42769			42-2394886
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(IRS Employer Identification Number)

169 Madison Ave, Suite 15101 New York, NY			10016
(Address of principal executive offices)			(Zip Code)

N/A

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 communications 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))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

ENHA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 28, 2026, Enhanced Holdings LP (the “Consenting Shareholder”), acting through its nominee and the record holder of the shares, Apeiron Investment Group Limited, the controlling shareholder of Enhanced Group Inc. (the “Company”), as the holder of a majority of the voting power of the issued and outstanding common stock of the Company entitled to vote thereon, executed and delivered to the Company a written consent in lieu of a meeting of shareholders (the “Written Consent”).

Pursuant to the Written Consent, the Consenting Shareholder approved an amendment (the “Amendment”) to the Company’s certificate of formation, as amended from time to time (the “Charter”), to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), at a ratio of one-for-ten (the “Reverse Stock Split”). The Reverse Stock Split will apply to the Class A Common Stock and the Class B Common Stock at the same one-for-ten ratio. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to the nearest whole share.

On September 25, 2026 (the “Record Date”), the Company’s board of directors (the “Board”) approved, and recommended that the shareholders of the Company entitled to vote thereon approve, via written consent, the Amendment to the Charter regarding the Reverse Stock Split. Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. As of the close of business on the Record Date, 136,816,367 shares of Class A Common Stock and 258,837,933 shares of Class B Common Stock were issued and outstanding, of which the Consenting Shareholder owned 43,343,818 shares of Class A Common Stock and 258,837,933 shares of Class B Common Stock, representing 2,631,723,148 votes, or approximately 96.6% of the voting power of the Company’s issued and outstanding Common Stock, on a combined basis. The Consenting Shareholder delivered the Written Consent approving the Amendment with respect to all of such shares. Because the Amendment was approved by written consent in lieu of a meeting of shareholders, no other holder of Common Stock was solicited or voted, and the Amendment received 2,631,723,148 votes in favor, with no votes against and no abstentions. Accordingly, the Written Consent was sufficient to approve the Amendment and the Reverse Stock Split without any further shareholder vote or other action.

The Reverse Stock Split will be effected, if at all, at such time and date as determined by the Board, but in no event earlier than the twentieth (20th) day after the information statement relating to the Reverse Stock Split is provided to the Company’s shareholders of record. The Board may abandon the Amendment at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State of the State of Texas without further action by the Company’s shareholders.

The Company will provide notice of the action to its shareholders in accordance with Section 6.202(d) of the Texas Business Organizations Code through the information statement on Schedule 14C, which will be distributed in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended.

SIGNATURE

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.

Date: October 1 , 2026

Enhanced Group Inc.

By:

/s/ Siddhartha Banthiya

Name

Siddhartha Banthiya

Title

Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB