Tarr Mark J 4

What Happened

• Mark J. Tarr, President & CEO and a director of Encompass Health Corp (EHC), had a total of 45,175 shares disposed via tax withholding tied to the vesting of restricted stock. On 2026-02-19, 43,378 shares were withheld at $107.15/share for $4,647,953; on 2026-02-20, 1,797 shares were withheld at $106.55/share for $191,470. The combined value of the withheld shares is approximately $4,839,423.
• This was not an open-market sale for liquidity or investment purposes but a routine surrender/withholding of shares to satisfy tax withholding obligations.

Key Details

• Transaction dates and prices:
  • 2026-02-19: 43,378 shares withheld at $107.15 each = $4,647,953.
  • 2026-02-20: 1,797 shares withheld at $106.55 each = $191,470.
• Total shares withheld/disposed: 45,175; total value ≈ $4,839,423.
• Transaction code: F (shares withheld/surrendered to pay tax withholding on vesting).
• Footnote: F1 — shares were withheld/surrendered specifically to cover the insider’s tax withholding obligations related to vesting of restricted stock.
• Filing timeliness: Form 4 was filed on 2026-02-23; based on the Feb 19–20 transactions this filing appears to be within the standard two-business-day filing window.

Context

• Withholding or surrendering shares to pay taxes is a common administrative action when restricted stock vests; it is not the same as an open-market sale and doesn’t necessarily signal the insider’s view on the company’s stock.
• For retail investors, purchases or open-market sales are generally more informative about insider sentiment; routine tax-withholding disposals are often neutral from an informational standpoint.