Enhabit, Inc.·4

May 15, 12:41 PM ET

Black Dylan C 4

4 · Enhabit, Inc. · Filed May 15, 2026

Research Summary

AI-generated summary of this filing

Updated

Enhabit (EHAB) GC Dylan C. Black Sells Shares in Merger

What Happened
Dylan C. Black, General Counsel and Secretary of Enhabit, had various holdings (common shares, RSUs and PSUs) converted into cash as part of Enhabit’s merger. On 2026-05-15, 207,909 shares were disposed to the issuer at $13.80 per share, producing approximately $2,869,144 in cash. The filing also shows related awards (RSUs/PSUs) that vested and were recorded as acquisitions before being converted into the same cash consideration.

Key Details

  • Date and price: All transactions reported on 2026-05-15 at the merger consideration of $13.80 per share.
  • Cash received (dispositions): 207,909 shares × $13.80 = ~$2,869,144.
  • Awards that vested (acquisitions): 108,086 RSU/PSU-related units recorded with an aggregate notional value of ~$1,491,587 that were then converted to cash. (These award entries reflect vesting and conversion, not separate cash in addition to the dispositions.)
  • Shares owned after transaction: 0 common shares of Enhabit (all outstanding shares were canceled and converted at the Effective Time).
  • Footnotes: Transactions resulted from the Merger Agreement (F1). RSUs and PSUs (2024–2026 awards) vested/converted per the agreement with specified performance assumptions (F2–F5).
  • Filing timeliness: Report filed 2026-05-15 for transactions on 2026-05-15 (no late filing indicated).
  • Transaction codes: A = grant/award (vesting of RSUs/PSUs); D = disposition to issuer (conversion/cash-out in merger).

Context
These were automatic, contract-driven conversions under the merger (cash-out of equity and awards), not open-market sale activity. "Disposition to issuer" here means the company’s shares and vested units were canceled in exchange for the merger consideration. For retail investors, purchases would typically carry more interpretive weight; these entries primarily document the merger payout and that the insider no longer holds Enhabit equity.

Insider Transaction Report

Form 4Exit
Period: 2026-05-15
Black Dylan C
General Counsel and Secretary
Transactions
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-05-15$13.80/sh41,263$569,42958,560 total
  • Disposition to Issuer

    Common Stock

    [F2]
    2026-05-15$13.80/sh58,560$808,1280 total
  • Award

    Common Stock

    [F3]
    2026-05-15$13.80/sh+34,413$474,89934,413 total
  • Disposition to Issuer

    Common Stock

    [F3]
    2026-05-15$13.80/sh34,413$474,8990 total
  • Award

    Common Stock

    [F4]
    2026-05-15$13.80/sh+49,601$684,49449,601 total
  • Disposition to Issuer

    Common Stock

    [F4]
    2026-05-15$13.80/sh49,601$684,4940 total
  • Award

    Common Stock

    [F5]
    2026-05-15$13.80/sh+24,072$332,19424,072 total
  • Disposition to Issuer

    Common Stock

    [F5]
    2026-05-15$13.80/sh24,072$332,1940 total
Footnotes (5)
  • [F1]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').
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
Signature
/s/ Sarah W. Braley, Attorney in Fact|2026-05-15

Documents

1 file
  • 4
    wk-form4_1778863297.xmlPrimary

    FORM 4