Enhabit, Inc. 8-K

What Happened

• On February 22, 2026 Enhabit, Inc. (EHAB) entered into an Agreement and Plan of Merger to be acquired by Anchor Parent, LLC (an affiliate of funds advised by Kinderhook Industries). The Enhabit board unanimously approved the Merger Agreement. Under the deal, each outstanding share of Enhabit common stock (except certain excluded shares and appraisal shares) will be converted into the right to receive $13.80 in cash per share at closing.

Key Details

• Purchase price: $13.80 in cash per share (the “Per Share Amount”).
• Approval & timing: Merger requires majority stockholder approval, regulatory clearances (including HSR), no Company Material Adverse Effect, and other customary closing conditions; outside date (End Date) of November 22, 2026.
• Financing and backers: Kinderhook-backed Equity Investor committed $688 million of equity; Parent has debt financing commitments sufficient (the transaction is not conditioned on financing).
• Treatment of equity awards: Unvested options/RSUs/RSAs accelerate and become vested immediately prior to the Effective Time; most awards will be converted to cash payments based on the Per Share Amount (options pay cash equal to shares × (13.80 − exercise price) if in-the-money; options with exercise price ≥ $13.80 are cancelled without payment). Performance RSUs convert based on the greater of target or actual performance for vested portions; certain unvested PSUs may be cancelled without payment.
• Termination fees: Company termination fee ≈ $24.5 million in specified circumstances; Parent termination fee ≈ $44.6 million in specified circumstances.
• Stockholder support: Certain stockholders holding over 2% of voting power entered support/voting agreements in favor of the merger.

Why It Matters

• For investors, the transaction sets a fixed cash price of $13.80 per share, which would provide immediate liquidity if the deal closes; Enhabit common shares will cease to exist as a public security upon closing. The deal’s completion depends on stockholder approval and regulatory clearances, and is backed by Kinderhook equity plus committed debt. The filing also spells out how employee and executive equity will be cashed out or cancelled, which affects holders of options, RSUs and PSUs.