Enhabit, Inc.

false 0001803737 0001803737 2026-05-05 2026-05-05 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): May 5, 2026 Enhabit, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41406 47-2409192 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 6688 N. Central Expressway , Suite 1300 , Dallas , Texas 75206 (Address and zip code of principal executive offices) (214) 239-6500 (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 ( see General Instruction A.2. below): ☐ 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 Common Stock, par value $0.01 per share EHAB 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 8.01 Other Events As previously disclosed, on February 22, 2026, Enhabit, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which the Company will be acquired by Anchor Parent, LLC, a Delaware limited liability company (“ Parent ”). Pursuant to the Merger Agreement, Anchor Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”) and a wholly owned subsidiary of Parent, will be merged with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of funds advised by Kinderhook Industries, LLC (or an affiliate thereof). On March 30, 2026, the Company filed with the Securities and Exchange Commission (“ SEC ”) a preliminary proxy statement. A definitive proxy statement was later filed with the SEC on April 14, 2026 (the “ Proxy Statement ”). The Proxy Statement solicits stockholder approval for, among other things, adoption of the Merger Agreement at a special meeting of the Company’s stockholders scheduled for May 12, 2026. Certain Litigation In connection with the Merger, three complaints have been filed by purported stockholders in the Supreme Court of the State of New York, County of New York, captioned: (i) Johnson v. Enhabit, Inc., et al. , Index No. 652362/2026 (filed April 21, 2026) (the “ Johnson Complaint ”); (ii) Thompson v. Enhabit, Inc., et al. , Index No. 652380/2026 (filed April 22, 2026) (the “ Thompson Complaint ”); and (iii) Delman, et al., v. Bolton, et al. , Index No. 652525/2026 (filed April 28, 2026) (the “ Delman Complaint ”) (together, the “ Complaints ”). The Johnson and Thompson Complaints generally allege that the Proxy Statement filed by the Company with the SEC misrepresents and/or omits certain purportedly material information relating to management’s financial projections for the Company, the data and inputs underlying the financial valuation analyses that support the opinion provided by Goldman Sachs & Co. LLC (“ Goldman Sachs ”), potential conflicts of interest faced by Goldman Sachs and the background of the Merger. The Delman Complaint alleges that the Proxy Statement filed by the Company with the SEC misrepresents and/or omits certain purportedly material information relating to potential conflicts of interest faced by the Company’s directors, potential conflicts of interest faced by Goldman Sachs, the key assumptions and financial metrics used by Goldman Sachs in arriving at its opinion, and facts about the strategic process. The Johnson and Thompson Complaints assert claims of negligent misrepresentation and concealment in violation of New York common law and negligence in violation of New York common law. The Delman Complaint asserts claims for negligent misrepresentation and concealment under New York common law, general negligence under New York common law, and violation of California Corporations Code § 25401. The Johnson and Thompson Complaints seek orders enjoining the proposed Merger, or in the event that the proposed Merger is consummated, orders rescinding the Merger or awarding actual and punitive damages, as well as all of the plaintiffs’ fees and expenses in connection with the litigation, including reasonable attorneys’ and experts’ fees and expenses. The Delman Complaint seeks declaratory and injunctive relief, including enjoining and/or rescinding the stockholder vote on the Merger proposal and requiring corrective and complete disclosures to be made. The Delman Complaint also seeks interest, attorneys’ fees, expert fees, and other expenses and costs. Moreover, in connection with the Merger, the Company has received demand letters from purported stockholders seeking additional disclosures in the Proxy Statement (the “ Demands ”). The Company cannot predict the outcome of the Complaints, the Demands or any additional possible litigation. The Company and the individual defendants intend to vigorously defend against the Complaints, the Demands and any subsequently filed similar actions. It is possible additional demand letters may be received or that additional lawsuits may be filed arising out of the Merger between the date of this Current Report on Form 8-K and the consummation of the Merger. Absent new or significantly different allegations, the Company will not necessarily disclose any such additional filings. In order to avoid the risk that the Complaints or Demands delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company is supplementing the Proxy Statement as set forth below (the “ Supplemental Disclosures ”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit of the Complaints and Demands described above, or of the necessity or materiality under applicable laws of any of the disclosures set forth herein. SUPPLEMENTAL DISCLOSURES The following Supplemental Disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety. The inclusion in this supplement to the Proxy Statement of certain information should not be regarded as an indication that any of the Company’s or its affiliates, directors, officers, or other representatives, or any other recipient of this information, considered, or now considers, it to be material, and such information should not be relied upon as such. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement. For clarity, new text within restated paragraphs from the Proxy Statement is identified by bold , underlined text , and deleted text within restated paragraphs from the Proxy Statement is identified by strikethrough text . If information in the Supplemental Disclosures differs from or updates information contained in the Proxy Statement, then the information in the Supplemental Disclosures is mor