Short answer
Enhabit, Inc. (EHAB) filed an 8-K current report with the SEC on May 15, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 3.01 (Notice of Delisting), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.01 (Changes in Control of Registrant), Item 5.02 (Departure/Election of Directors or Officers), Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 7.01 (Regulation FD Disclosure). $105 million incremental term loans, raising outstanding initial term loans to $420 million on May 15, 2026.
- This filing includes Item 3.01, an item that often signal trouble.
Enhabit, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $105 million incremental term loans, raising outstanding initial term loans to $420 million on May 15, 2026
- $40 million revolving commitment increase, expanding total revolver capacity to $200 million
- Financing made available to Merger Sub, indicating acquisition-related funding needs
- Parent, Enhabit and subsidiaries provide guarantees secured by substantially all assets
- Higher leverage and collateral commitments increase financial risk and lender claims on assets
Item 2.01 · Completion of Acquisition or Disposition of Assets
- Acquisition completed, converting each outstanding Enhabit share into $13.80 cash without interest
- Enhabit shares cancelled at closing, eliminating former shareholders’ equity ownership and future upside
- Unvested options accelerated, with in-the-money awards cashed out based on $13.80 less exercise price
- Options priced at or above $13.80 cancelled without consideration
- Restricted and performance awards converted to cash at $13.80 for vested portions; unvested PSU portions forfeited
Item 3.01 · Notice of Delisting
- Merger consummation triggered NYSE delisting and Common Stock removal from exchange trading
- Form 25 requested for NYSE delisting and Section 12(b) deregistration
- Trading halted before market open on the merger closing date
- Planned Form 15 filing would terminate SEC reporting obligations under Sections 13 and 15(d)
Item 3.03 · Material Modification to Rights of Security Holders
- Enhabit common shares cancelled at merger closing and converted into merger consideration
- Former shareholders lost voting and other stockholder rights at the effective time
- Investor outcome depends on merger consideration delivered to each cancelled share
Item 5.01 · Changes in Control of Registrant
- Merger financing totaled approximately $762 million
- Funding mix included Kinderhook Capital Fund 8-B, L.P. and Fund 8, L.P. equity
- Third-party debt financing arranged by Parent and Merger Sub
- Change in control reflects ownership transfer through completed merger and leveraged financing structure
Item 7.01 · Regulation FD Disclosure
- Enhabit and Parent completed the merger on May 15, 2026
- Transaction closing marks a change in Enhabit’s corporate structure and ownership
- Investors should review Exhibit 99.1 for merger consideration and post-closing terms
Other items in this filing:
- Item 5.02: Departure/Election of Directors or Officers
- Item 5.03: Amendments to Articles of Incorporation or Bylaws
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Enhabit, Inc. 8-K filings
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