Enhabit (EHAB) Proxy filing summary

Executive summary

• A special meeting is scheduled for May 12, 2026, for shareholders to vote on a proposed merger where the company will be acquired by Anchor Parent, LLC, an affiliate of Kinderhook Industries, for $13.80 per share in cash, representing a 33.8% premium to the 60-day average share price before announcement.

• The board unanimously recommends voting in favor of the merger, the related executive compensation, and the potential adjournment of the meeting if more votes are needed.

• If approved, the company will become a wholly owned subsidiary of Anchor Parent, LLC, and its shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on compensation for named executive officers related to the merger, and (3) adjournment of the meeting if necessary to solicit more proxies.

• Approval of the merger requires a majority of outstanding shares as of the record date; abstentions and failures to vote count as votes against.

• Certain shareholders holding over 2% of shares have entered into support agreements to vote in favor of the merger.

Board of directors and corporate governance

• The board, after consulting with management and advisors, determined the merger is in the best interests of shareholders and recommends approval.

• The board considered strategic alternatives and concluded the merger provides greater value and certainty than other options.

• The merger agreement allows the board to consider superior proposals under certain conditions.