Enhabit (NYSE: EHAB) details 2025 executive pay, board structure and clawbacks

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-K/A

Rhea-AI Filing Summary

Enhabit, Inc. filed Amendment No. 1 to its annual report to add detailed Part III information on directors, executive officers, corporate governance and 2025 compensation. The filing describes an independent board with four standing committees, a non-executive chair and a code of ethics, insider-trading policy and anti-hedging rules.

For 2025, the Compensation & Human Capital Committee emphasized pay-for-performance. Named executive officers had significant at-risk pay through annual bonuses and long-term equity, including performance-based and time-based restricted stock units. Under the senior management bonus plan, 2025 Adjusted EBITDA of $108.5 million equaled 55% of target, revenue growth of 2.4% was below threshold, and quality metrics were capped by an EBITDA qualifier, leading to a final payout of 50% of target after committee discretion.

The CEO’s 2025 target total direct compensation was $4.42 million, with a large majority in performance-based incentives. Stockholders strongly supported executive pay, with over 98.9% of votes cast approving the 2025 say-on-pay proposal. The company also highlights its Incentive Compensation Recoupment Policy and a supplemental clawback, equity ownership guidelines for leaders and directors, and change-in-control and severance frameworks designed to retain key talent while aligning management with long-term stockholder interests.

Key Figures

Adjusted EBITDA: $108.5 million Revenue growth: 2.4% Public float: $480.1 million +5 more

8 metrics

Adjusted EBITDA $108.5 million 2025 SMBP financial performance metric; 55.0% of target

Revenue growth 2.4% 2025 SMBP metric; below threshold for payout

Public float $480.1 million Aggregate market value of voting stock held by non‑affiliates at most recent second‑quarter end

Shares outstanding 51,225,606 shares Common stock outstanding as of April 22, 2026

CEO target total direct compensation $4,420,001 2025 target pay for CEO Barbara Jacobsmeyer

2025 SMBP payout 50% of target Final senior management bonus plan payout after committee discretion

Director annual equity grant $150,000 Target value of 2025 RSU award per non‑employee director

Say-on-pay approval 98.9% 2025 annual meeting support for executive compensation proposal

Key Terms

Adjusted EBITDA, performance-based restricted stock units, relative total shareholder return, Incentive Compensation Recoupment Policy, +2 more

6 terms

Adjusted EBITDA financial

"The financial data contained in this Amendment includes Adjusted EBITDA, a non-GAAP (generally accepted accounting principles (“GAAP”)) financial measure"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

performance-based restricted stock units financial

"For 2025, Enhabit’s equity incentive program provided participants... performance-based restricted stock units, or “PSUs,” and time-based restricted stock units, or “RSUs.”"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

relative total shareholder return financial

"For the 2025 PSU awards, the number of shares earned will be determined... based on the level of achievement of adjusted free cash flow per share (“FCFPS”) and relative total shareholder return (“rTSR”)."

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

Incentive Compensation Recoupment Policy financial

"Effective December 1, 2023, in accordance with SEC and NYSE requirements, the Company adopted an Incentive Compensation Recoupment Policy (the “Clawback Policy”)"

senior management bonus plan financial

"Our 2025 SMBP was designed to incentivize and reward our NEOs and others for annual performance as measured against predetermined quantitative metrics"

change in control financial

"Executive Change in Control Benefits Plan... If a change in control of Enhabit were to occur, outstanding Enhabit equity awards would vest as follows"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

How to Read a 10-K Annual Report →

04/30/2026 - 04:12 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission file number 001-41406

Enhabit, Inc.

(Exact name of Registrant as specified in its charter)


Delaware			47-2409192
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)


6688 N. Central Expressway Suite 1300			75206
Dallas, TX			(Zip code)
(Address of principal executive offices)

214-239-6500

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $480.1 million (based on the last reported sale price on the New York Stock Exchange as of such date).

The registrant had outstanding 51,225,606 shares of common stock as of April 22, 2026.

Documents Incorporated By Reference

None.

Audit Firm ID

Auditor Name

Auditor Location

238

PricewaterhouseCoopers LLP

Dallas, Texas

TABLE OF CONTENTS


			Page
Explanatory Note			ii
Note Regarding Presentation and Reconciliations of Adjusted EBITDA			ii

Part III
Item 10. Directors, Executive Officers and Corporate Governance			1
Item 11. Executive Compensation			11
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			34
Item 13. Certain Relationships and Related Transactions, and Director Independence			36
Item 14. Principal Accountant Fees and Services			37

Part IV
Item 15. Exhibits and Financial Statement Schedules			39
Appendix A - Reconciliations of Non-GAAP Financial Measures to GAAP Results			42

SIGNATURES			43

Explanatory Note

Enhabit, Inc. (“Enhabit,” “we,” “us,” “our” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K, originally filed on March 5, 2026 (the “Initial Filing”), for the purpose of providing the information required in Part III of Form 10-K. This information was previously omitted from the Initial Filing in reliance on General Instruction G(3) of Form 10-K because we intended to incorporate the required disclosures from our proxy statement relating to our 2026 Annual Meeting of Stockholders. Our 2026 proxy statement, however, will not be filed within the requisite time period to allow incorporation by reference. Accordingly, this Amendment changes our Initial Filing by including the information required by Part III of Form 10-K (Items 10, 11, 12, 13 and 14).

In accordance with Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have also amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from our principal executive officer and principal financial officer. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

Except as indicated herein, this Amendment does not modify or update disclosures contained in the Initial Filing and speaks only as of the date of the Initial Filing. This Amendment does not reflect events that may have occurred subsequent to the date of the Initial Filing.

Prior to July 1, 2022, we operated as a reporting segment of Encompass Health Corporation (“Encompass”). On March 7, 2022, we changed our name from “Encompass Health Home Health Holdings, Inc.” to “Enhabit, Inc.” On July 1, 2022, Encompass completed the previously announced separation of the Company through the distribution of all of the outstanding shares of common stock, par value $0.01 per share, of Enhabit to the stockholders of record of Encompass (the “Distribution”). As a result of the Distribution, Enhabit is now an independent public company (the “Separation”), and its common stock is listed under the symbol “EHAB” on the New York Stock Exchange (the “NYSE”).

Note Regarding Presentation and Reconciliations of Adjusted EBITDA

The financial data contained in this Amendment includes Adjusted EBITDA, a non-GAAP (generally accepted accounting principles (“GAAP”)) financial measure as defined in Regulation G under the Exchange Act. See Appendix A - Reconciliations of Non-GAAP Financial Measures to GAAP Results for reconciliations of Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP. Non-GAAP financial measures exclude significant components in understanding and assessing financial performance and should therefore not be considered superior to, as a substitute for or alternative to the GAAP financial measures. The Adjusted EBITDA measure in this Amendment may differ from similar measures used by other companies.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers

The following table lists all of our executive officers. Each of our executive officers will hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal.

Name

Age

Position

Since

Barbara A. Jacobsmeyer

President and Chief Executive Officer; Director

6/2021

Ryan T. Solomon

Chief Financial Officer

12/2024

Dylan C. Black

General Counsel and Secretary

1/2023

Julie D. Jolley

Executive Vice President of Home Health

5/2019

Jeanne L. Kalvaitis

Executive Vice President of Hospice

6/2022

Tanya R. Marion

Chief Human Resources Officer

1/2022

Executive Biographies

Barbara A. Jacobsmeyer, President and CEO

Ms. Jacobsmeyer has served as President and Chief Executive Officer of Enhabit since June 2021. Prior to that, she served as Encompass’ Executive Vice President of Operations beginning in December 2016. Ms. Jacobsmeyer joined Encompass in 2007 as Chief Executive Officer of the Rehabilitation Hospital of St. Louis, a partnership of BJC HealthCare and Encompass, and then as President of Encompass’ Central Region from 2012 to 2016. Prior to joining Encompass, Ms. Jacobsmeyer served as Chief Operating Officer for Des Peres Hospital in St. Louis, Missouri. She received her bachelor’s degree in physical therapy from St. Louis University and her master’s degree in health services management from Webster University. Ms. Jacobsmeyer, as our President and Chief Executive Officer, directs the strategic, financial, and operational management of the Company and, in this capacity, provides unique insights into its detailed operations. She brings to bear more than 35 years of experience in healthcare operations and management.

Ryan T. Solomon, Chief Financial Officer

Mr. Solomon has served as Chief Financial Officer of Enhabit since December 2024. Prior to Enhabit he served as CFO of Aspirion, a leading technology-enabled healthcare revenue cycle management provider for revenue integrity and complex claims, since October 2023. Prior to that, he served as CFO of AccentCare, a national leader in home health services, personal care services and hospice care, from February 2020 to October 2023. Prior to his roles at AccentCare and Aspirion, Mr. Solomon held roles with increasing responsibility in finance and strategic planning at Apple Leisure Group, an international multi-billion-dollar hospitality conglomerate where he ultimately served as CFO from January 2018 to February 2020, and at Alcon Laboratories and American Airlines.

Dylan C. Black, General Counsel and Secretary

Mr. Black has served as General Counsel and Secretary of Enhabit since January 2023. Prior to that, he was a Partner at the law firm Bradley Arant Boult Cummings LLP in Birmingham, Alabama, where he practiced from 1998 to 2022. Before his career in private practice, Mr. Black clerked for the Hon. Harry W. Wellford on the United States Court of Appeals for the Sixth Circuit in Memphis, Tennessee. Mr. Black received his bachelor's degree in government from Harvard College and his law degree from the University of Virginia School of Law.

Julie D. Jolley, Executive Vice President of Home Health

Ms. Jolley has been with Enhabit since 2000 and has served in her current role as Executive Vice President of Home Health of Enhabit since May 2019. Prior to that, she served in several roles with increasing responsibility, including as a Regional Vice President and then Regional President. Prior to joining Enhabit, Ms. Jolley was a registered nurse with experience in a variety of practice settings. She received her bachelor’s degree in nursing from Chamberlain University. Ms. Jolley leverages more than 30 years of healthcare experience.

Jeanne L. Kalvaitis, Executive Vice President of Hospice

Ms. Kalvaitis has served as Executive Vice President of Hospice of Enhabit since June 2022. Prior to joining Enhabit, she served as Vice President Hospice Operations and Divisional Vice President Clinical Services for Compassus, a hospice and palliative care provider in Fort Worth, Texas, from 2019 to 2021, where she worked on the transition of Ascension at Home hospice agencies after their acquisition by Compassus. Prior to holding that position, Ms. Kalvaitis served as Enhabit’s Vice President Clinical Services from 2014 to 2019 and held numerous positions at Vitas Healthcare Corporation from 1990 to 2014, including Vice President Operations, Vice President Business Development, and Senior General Manager. Ms. Kalvaitis is a registered nurse in Texas and Connecticut and has experience in a variety of practice settings prior to assuming the above administrative roles. Ms. Kalvaitis thus brings more than 30 years of healthcare administrative experience to her leadership of our hospice segment. She received her bachelor’s degree in nursing from the University of Texas at El Paso and her diploma in nursing from St. Vincent’s Medical Center School of Nursing in Bridgeport, Connecticut.

Tanya R. Marion, Chief Human Resources Officer

Ms. Marion has served as Chief Human Resources Officer of Enhabit since January 2022. Prior to joining Enhabit, she served as the Chief Human Resources Officer – Operations of Mercy Health, a not-for-profit health care system in St. Louis, Missouri, from 2017 to 2022. Prior to that, she served in a variety of human resources leadership roles with increasing responsibility at Mercy Health from 2007 to 2017. She received her bachelor’s degree in business management from Missouri State University and her master’s degree in management and leadership from Western Governors University.

Director

The board of directors of Enhabit (the “Board”) currently consists of ten members. We identify and describe below the key experience, qualifications and skills our directors bring to the Board.

Jeffrey W. Bolton

Director Since: 7/1/2022

Chairperson Since: 7/25/2024

Board Committees: Audit & Finance; Nominating & Corporate Governance Committees

Age: 70

Mr. Bolton has more than 20 years of executive and board experience in the healthcare sector. Throughout his career, Mr. Bolton has developed a deep knowledge of acute care hospitals and integrated health networks. After serving as Chief Financial Officer at Mayo Clinic from 2002 to 2013, Mr. Bolton served as the Chief Administrative Officer and Vice President for Administration (the most senior non-physician executive) at Mayo Clinic until his retirement in December 2021. While holding this position, Mr. Bolton managed strategic alliances and business development, corporate accounting and external reporting, financial planning and analysis and clinical and hospital administrative operations. Mr. Bolton co-led the development of the organization’s strategic plan and substantially transformed the leadership team. Prior to joining Mayo Clinic, Mr. Bolton worked at Carnegie Mellon University where he held various finance and planning positions, including Chief Financial Officer, and as a Planning and Financial Analyst at the University of Pittsburgh. Mr. Bolton currently serves on the board of Resoundant, Inc., a privately held medical technology company, MCSI, a privately held reference lab company and Alerus Financial Corporation, a publicly traded financial services company (since 2024 when it purchased HMN Financial, Inc., where Mr. Bolton was a director since 2022). In addition to Mr. Bolton’s extensive knowledge of the healthcare industry, he contributes strong leadership, accounting, finance, and strategic planning skills to the Board.

Tina L. Brown-Stevenson

Director Since: 7/1/2022

Board Committees: Nominating & Corporate Governance; Care, Compliance & Cybersecurity (Chairperson) Committees

Age: 69

Ms. Brown-Stevenson is a retired executive who brings nearly three decades of experience in the national healthcare payer industry, where she developed an expertise in health system analytics and data. Ms. Brown-Stevenson joined UnitedHealth Group in 2008 and rose to the role of Senior Vice President of Health System Analytics and Decision Support, where she oversaw the analysis and management of provider and patient data to validate UnitedHealth Group’s strategy and product offerings until her retirement in 2019. Prior to UnitedHealth Group, Ms. Brown-Stevenson held senior

leadership positions at several other healthcare insurance companies. Ms. Brown-Stevenson currently serves on the board of several organizations, including Connecticut Children’s Medical Center and Kyruus Inc., a technology company that provides provider search and scheduling solutions to healthcare organizations. Ms. Brown-Stevenson has demonstrated her leadership and character through involvement on board roles in community, civic, and privately-held organizations. Ms. Brown-Stevenson also provided patient care for many years as a registered nurse. As a result of her leadership roles at several large national payers in the rapidly evolving field of healthcare data and analytics and her various private board memberships, Ms. Brown-Stevenson is in a unique position to draw on her extensive experience to advise on opportunities to improve the quality of care for our patients.

Charles M. Elson

Director Since: 7/1/2022

Board Committee: Nominating & Corporate Governance; Care, Compliance & Cybersecurity Committees

Age: 66

Mr. Elson is a retired professor of Finance and the retired Edgar S. Woolard, Jr. Chair in Corporate Governance at the University of Delaware’s Alfred Lerner College of Business and Economics. Since 2020, he has served as Executive Editor-at-Large of Directors & Boards magazine. Mr. Elson was the Founding Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware and from 2000 to 2021 served in various roles at the University of Delaware. In addition, Mr. Elson serves as Vice Chairman of the American Bar Association’s Committee on Corporate Governance. Mr. Elson was Of Counsel/Consultant to the law firm Holland & Knight LLP from 1995 to 2024. Mr. Elson served on the National Association of Corporate Directors’ Commissions and as a member of the National Association of Corporate Directors’ Best Practices Council on Coping with Fraud and Other Illegal Activity and of that organization’s Advisory Council. Mr. Elson served as a Director of Encompass from 2004 until 2022. Mr. Elson has extensive knowledge of and experience in matters of corporate governance through his leadership roles with various professional organizations. Mr. Elson’s academic, professional and board experiences allow him to effectively address the range of issues facing public companies.

Erin P. Hoeflinger

Director Since: 7/1/2022

Board Committees: Compensation & Human Capital (Chairperson); Care, Compliance & Cybersecurity Committees

Age: 60

Ms. Hoeflinger has over two decades of experience and expertise in the healthcare payer industry and has played key roles in strategy, operations, and general management throughout her career. Ms. Hoeflinger joined Aetna Inc. in 2018 and rose to the role of Senior Vice President of Specialty and Strategic Solutions, where she led the strategy to unite CVS and Aetna assets post-merger until her retirement in 2021. Prior to Aetna, Ms. Hoeflinger held several senior leadership positions at Anthem. Throughout her career, Ms. Hoeflinger has developed an extensive skill set in implementing and leading complex transformations and integrations. Ms. Hoeflinger serves on the board of Midmark Corporation, a privately held manufacturer of medical, dental, and animal healthcare products. She served on the board of First Financial Bancorp, a publicly traded banking and financial services company. She has also served in various local and national private and nonprofit board leadership roles. In addition to Ms. Hoeflinger’s extensive knowledge of the healthcare payer industry, she brings strong strategic planning, risk management, and marketing skills to the Board.

Barbara A. Jacobsmeyer, President and CEO

Director Since: 7/1/2022

Age: 60

Ms. Jacobsmeyer’s biography is included in the “Executive Officers” section above.

Stuart M. McGuigan

Director Since: 3/30/2023

Board Committees: Nominating & Corporate Governance; Care, Compliance & Cybersecurity Committees

Age: 67

Mr. McGuigan has deep experience in information services and technology innovation at a variety of complex organizations. From 2023 to 2025 he served as interim Global Chief Information Officer (“CIO” ) for Fresenius Medical Care, a publicly traded integrated dialysis clinic and device company. Prior to this position, he served as CIO of the U.S. Department of State (the “Department”) from 2019 to 2021. As CIO, he established technology strategic direction and provided oversight for $2.4 billion of technology programs across the Department. Mr. McGuigan joined the Department

from Johnson & Johnson, where he served as CIO from 2012 to 2019 and was responsible for Global Information Technology Strategy and Operations for an organization with 130,000 employees at over 170 overseas and domestic locations. Prior to Johnson & Johnson, Mr. McGuigan served as Senior Vice President and CIO of CVS Caremark, Senior Vice President and CIO of Liberty Mutual and Senior Vice President of Information Services for Medco Health Solutions. Mr. McGuigan has been a director since 2024 at American Water Works, a publicly traded water and wastewater utility company. Mr. McGuigan was appointed to the board of Blue Cross Blue Shield of Rhode Island, a privately held insurance provider, in early 2026. Mr. McGuigan has an established reputation for rapidly aligning technology innovation with global business needs. He contributes over three decades of information technology (“IT”) and management experience to the Board and contributes to an understanding of every aspect of IT, including IT strategy, Artificial Intelligence, cloud computing, scalable data analytics and risks associated with cybersecurity matters.

Mark W. Ohlendorf

Director Since: 7/25/2024

Board Committees: Audit & Finance; Compensation & Human Capital Committees

Age: 66

Mr. Ohlendorf has more than 30 years of diverse experience in senior-related healthcare. Most recently Mr. Ohlendorf was a consultant focused on post-acute healthcare and related businesses. Mr. Ohlendorf served in various roles at Brookdale Senior Living, Inc., the largest U.S. operator of senior living communities, including CFO, Co-President and President. Prior to Brookdale, Mr. Ohlendorf served in various roles at Alterra Healthcare Corporation, a national assisted living company, including President and Chief Executive Officer, and as Vice President and Chief Financial Officer of VITAS Healthcare Corporation, a leading hospice and palliative care provider. Mr. Ohlendorf brings senior healthcare management expertise to the board as well as accounting and financial expertise.

Stephan S. Rodgers

Director Since: 7/1/2025

Board Committees: Nominating and Corporate Governance; Care, Compliance & Cybersecurity Committees

Age: 64

Mr. Rodgers brings over 25 years of diverse experience in building companies to scale with positions in the home health and hospice industry as well as with a major healthcare payer. From 2024-2025, he was Chief Executive Officer for Vivo Infusion, a national leader in ambulatory infusion services. Prior to that, he was Chief Executive Officer at AccentCare, Inc. a national leader in post-acute care services with home health and hospice service lines (2012-2024). Prior to AccentCare, Mr. Rodgers spent 13 years at United Health Group in various executive positions including Chief Executive Officer of United Health Group’s OptumHealth Collaborative Care division (1999-2012). He contributes unique perspectives to the Board’s oversight of Enhabit’s growth strategies, integration of innovative technologies, development of its workforce, and execution of its long-range plans.

Gregory S. Rush

Director Since: 7/1/2022

Board Committees: Audit & Finance (Chairperson); Compensation & Human Capital Committees

Age: 58

Mr. Rush has more than 30 years of financial experience and expertise within the clinical research organization (“CRO”), healthcare, technology, and professional services organizations. He joined Parexel International Corporation, a global CRO, as Executive Vice President and Chief Financial Officer in 2018. Prior to Parexel, Mr. Rush served from 2013 to 2018 as Executive Vice President and Chief Financial Officer of Syneos Health, Inc., a publicly traded biopharmaceutical services organization. Mr. Rush’s experience also includes developing innovative financial management strategies, strong capital structures, high levels of operational support and sound corporate governance. His extensive knowledge in financial operations, capital market transactions, financial reporting, and acquisitions provides valuable insight on financial and management strategies to the Board.

Barry P. Schochet

Director Since: 3/30/2023

Board Committees: Nominating & Corporate Governance (Chairperson); Audit & Finance Committees

Age: 75

Mr. Schochet serves as a Healthcare Operating Partner at CIC Partners, a private equity investment firm, a position he has held since 2007. He is also a director of BroadJump LLC, a privately held healthcare supply chain analytics

company. Mr. Schochet served as the President and CEO of BPS Health Ventures, a healthcare consulting and investment firm and as Vice Chairman at Tenet Healthcare after holding numerous senior executive positions. Additionally, Mr. Schochet served as a director for several healthcare companies, including Omnicare Inc. and Universal Hospital Services (now Agiliti, Inc.), both publicly traded companies. Mr. Schochet contributes more than 40 years of strategic business and healthcare compliance expertise and provides extensive financial and leadership experience to the Board.

Corporate Governance

Corporate Governance Guidelines

Our Board has developed corporate governance policies and practices in order to help fulfill its responsibilities to stockholders and provide a flexible framework for it to review, evaluate, and oversee the Company’s business operations and management. Our Nominating & Corporate Governance Committee oversees and periodically reviews the Guidelines and recommends any proposed changes to the Board for approval.

Code of Ethics

We have adopted the Standards of Business Ethics and Conduct, our “code of ethics,” that applies to all employees, directors, and officers, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The code of ethics covers a variety of matters, such as acting with integrity, compliance with laws, avoiding conflicts of interest, and patient privacy. We disclose any amendments to, or waivers from, the code of ethics for executive officers and directors on our website at https://investors.ehab.com promptly following the date of the amendment or waiver. Upon written request to our corporate secretary, we will also provide a copy of the code of ethics free of charge.

Insider Trading Policy

We have adopted an insider trading compliance policy that governs the purchase, sale, and other transactions of the Company’s securities by our directors, officers, and employees, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards.

Corporate Website

We maintain a “Governance” section on our website at https://investors.ehab.com where you can find copies of our principal governance documents, including:

•Amended and Restated Certificate of Incorporation and Bylaws;

•Charters of each standing committee of the Board;

•Corporate Governance Guidelines;

•Standards of Business Ethics and Conduct;

•Incentive Compensation Recoupment Policy; and

•Insider Trading Policy.

Board Structure and Committees

Board Structure and Meetings

Our business, property, and affairs are managed under the direction of our Board. Our Corporate Governance Guidelines provide for an independent director to serve as the non-executive chairperson of the Board, who sets the agenda for and presides over Board meetings, coordinates the work of the committees of our Board, oversees the distribution of materials to members of the Board and performs other duties delegated to the chairperson by the Board. The non-executive chairperson also presides over independent sessions generally held at each Board meeting. The Board adopted this structure to promote decision-making and governance independent of that of our management and to better perform the Board’s monitoring and evaluation functions. Members of the Board are kept informed of our business through discussions with our chief executive officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees.

The Board has the four standing committees set out in the table below. Each Board committee is led by a different independent chairperson, and all members of our Board committees are independent directors. Each committee is governed by a charter and reports its actions and recommendations to the full Board. Each committee has the authority to retain, at the expense of the Company, outside advisors, including consultants and legal and accounting advisors. The following table shows the membership of each Board committee.

Director

Audit & Finance

Compensation & Human Capital

Care, Compliance & Cybersecurity

Nominating &
Corporate
Governance

Jeffrey W. Bolton

Tina L. Brown-Stevenson

Chair

Charles M. Elson

Erin P. Hoeflinger

Chair

Stephan S. Rodgers*

Stuart M. McGuigan

Mark W. Ohlendorf

Gregory S. Rush

Chair

Barry P. Schochet

Chair

*Joined the Board following the 2025 Annual Meeting of Stockholders.

All directors attended more than 90% of Board meetings and 90% of all committee meetings in 2025.

Audit & Finance Committee

The Audit & Finance Committee’s purpose, per the terms of its charter, is to assist the Board in fulfilling its responsibilities to the Company and its stockholders, particularly with respect to the oversight of the accounting, auditing, financial reporting, and internal control and compliance practices of the Company. The specific responsibilities of the Audit & Finance Committee are, among others, to:

•assist the Board in the oversight of the integrity of our financial statements and compliance with legal and regulatory requirements, the qualifications and independence of our independent auditor, and the performance of our internal audit function and our independent auditor;

•appoint, compensate, replace, retain, and oversee the work of our independent auditor;

•at least annually, review a report by our independent auditor regarding the Company’s internal quality control procedures, material issues raised by certain reviews, inquiries or investigations relating to independent audits within the last five years, and relationships between the independent auditor and the Company;

•review and evaluate our quarterly and annual financial statements with management and our independent auditor, including management’s assessment of and the independent auditor’s opinion regarding the effectiveness of our internal control over financial reporting;

•discuss with management earnings press releases as well as financial information and earnings guidance provided to analysts and rating agencies;

•discuss policies with respect to risk assessment and risk management, and review the Company’s insurance policies; and

•appoint and oversee the activities of our Vice President of Internal Audit, who has the responsibility to identify violations of Company policy and law relating to accounting or public financial reporting.

The Board has also determined that each Audit & Finance Committee member is “financially literate” as defined by NYSE and has accounting or related financial management expertise, and that Mr. Rush is an audit committee “financial expert” as defined by the SEC.

Compensation & Human Capital Committee

The Compensation & Human Capital Committee’s purpose and objectives are to attract and retain high-quality personnel to better ensure the long-term success of the Company and the creation of long-term shareholder value. Accordingly, this committee oversees our compensation and employee benefit objectives, plans, and policies and approves, or recommends to the independent members of the Board for approval, the individual compensation of our executive officers. This committee also reviews our human capital strategy and management activities, such as employee and management recruiting, retention and development initiatives.

The specific responsibilities of this committee are, among others, to:

•review and approve our compensation programs and policies, including our benefit plans, incentive compensation plans, and equity-based plans and administer those plans as may be required;

•review and approve (or recommend to the Board in the case of the chief executive officer) goals and objectives relevant to the compensation of the executive officers and evaluate their performances in light of those goals and objectives;

•determine and approve (together with the other independent directors in the case of the chief executive officer) the compensation levels for the executive officers;

•review and discuss with management the Compensation Discussion and Analysis and recommend inclusion thereof in our annual report or proxy statement;

•review and approve (or recommend to the Board in the case of the chief executive officer) employment arrangements, severance arrangements, and termination arrangements and change in control arrangements to be made with any executive officer;

•oversee long-term succession plans for senior management;

•review at least annually material compensation and human capital related risk exposures as well as management’s efforts to monitor and mitigate those exposures; and

•review and recommend to the Board compensation for the non-employee members of the Board.

Care, Compliance & Cybersecurity Committee

The Care, Compliance & Cybersecurity Committee’s function is to assist our Board in fulfilling its fiduciary responsibilities relating to our regulatory compliance and cyber risk management activities and to oversee the delivery of high quality care to our patients. The committee is primarily responsible for overseeing, monitoring, and evaluating our compliance with regulatory obligations other than tax and securities law-related obligations and reviewing the quality of services provided to patients. The specific responsibilities of the Care, Compliance & Cybersecurity Committee are, among others, to:

•ensure the establishment and maintenance of a regulatory compliance program and the development of a comprehensive quality of care program designed to measure and improve the quality of care and safety furnished to patients;

•appoint and oversee the activities of a chief compliance officer and compliance office with responsibility for developing and implementing our regulatory compliance program;

•oversee the cyber risk management program designed to monitor, mitigate and respond to cyber risks, threats, and incidents, and review periodic reports from the chief information officer, including developments in cyber threat environment and cyber risk mitigation efforts; and

•review periodic reports from the chief compliance officer, including an annual regulatory compliance report summarizing compliance-related activities undertaken by us during the year, and the results of all regulatory compliance audits conducted during the year.

Nominating & Corporate Governance Committee

The purposes and objectives of the Nominating & Corporate Governance Committee are to assist our Board in fulfilling its governance duties and responsibilities to our stockholders. Specific responsibilities include, among others, to:

•oversee the emergency succession plans for the chief executive officer;

•recommend nominees for Board membership to be submitted for stockholder vote at each annual meeting, and to recommend to the Board candidates to fill vacancies on the Board and newly-created positions on the Board;

•review and make recommendations on the size and composition of the Board and assist the Board in determining the appropriate characteristics, skills and experience for the individual directors and the Board as a whole and create a process to allow the committee to identify and evaluate individuals qualified to become Board members;

•evaluate annually and make recommendations to the Board regarding the composition of each standing committee of the Board, the policy with respect to rotation of committee memberships and chairs, and the functioning of the committees;

•review the suitability for each Board member’s continued service as a director when his or her term expires, and recommend whether or not the director should be re-nominated;

•assist the Board in considering whether a transaction between a Board member and the Company presents an inappropriate conflict of interest and/or impairs the independence of any Board member and conduct a prior review of any such transaction; and

•develop Corporate Governance Guidelines that are consistent with applicable laws and listing standards, periodically review those guidelines, and recommend to the Board any changes the committee deems necessary or advisable.

Compensation of Directors

Pursuant to its charter, the Compensation & Human Capital Committee evaluates the compensation of our non‑employee directors, including the respective chairperson fees, and recommends any changes it deems advisable to the Board, which is responsible for adopting the final form and amount of non-employee director compensation. As part of its annual review, the Compensation & Human Capital Committee receives comparative peer and industry data and recommendations from its independent compensation consultant, Pay Governance.

In 2025, we provided the following compensation to our non-employee directors:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(4)	All Other Compensation ($)	Total ($)
Jeffrey W. Bolton, Chairperson(1)	148,033	150,001	—	298,034
Tina L. Brown-Stevenson	90,000	150,001	—	240,001
Charles M. Elson(1)	74,017	150,001	—	224,018
Erin P. Hoeflinger(1)	93,758	150,001	—	243,759
Stuart M. McGuigan(1)	74,017	150,001	—	224,018
Mark W. Ohlendorf(1)	74,017	150,001	—	224,018
Stephan S. Rodgers(1)(2)	36,916	150,001	—	186,917
Gregory S. Rush(1)	98,684	150,001	—	248,685
Barry P. Schochet(1)	93,758	150,001	—	243,759

(1)Fees earned include amounts paid in deferred stock units under the Director Deferred Compensation Plan. Messrs. Bolton, Elson, McGuigan, Ohlendorf, Rodgers, Rush, and Schochet, and Ms. Hoeflinger received 19,324, 9,662, 9,662, 9,662, 2,344, 12,882, 12,239, 12,239 deferred stock units, respectively, in lieu of 2025 cash compensation.

(2)Joined the Board following the 2025 Annual Meeting of Stockholders.

(3)Fees earned include amounts paid in deferred stock units under the Director Deferred Compensation Plan in lieu of cash. Each non-employee director elected at the 2025 Annual Meetings of Stockholders received awards of restricted stock units, or RSUs, with a grant date fair value computed in accordance Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The number of Enhabit RSUs granted was calculated by dividing the target value by the closing trading price of Enhabit common stock on the NYSE on the date of grant.

Ms. Jacobsmeyer received no additional compensation for serving on the Board.

In 2025, the Company granted each non-employee director who was elected as a director at the Annual Meeting of Stockholders, an RSU award with a targeted value of $150,000 as annual equity compensation. The annual equity grant vested upon grant and will be settled in shares of our common stock following the director’s departure from the Board.

In 2025, our non-employee directors received an annual base cash retainer of $75,000. We also paid the following chairperson fees to compensate for the enhanced responsibilities and time commitments associated with those positions:


Chairperson Position						Chairperson Fees ($)
Chairman of the Board						75,000
Audit & Finance Committee						25,000
Compensation & Human Capital Committee						20,000
Care, Compliance & Cybersecurity Committee						15,000
Nominating & Corporate Governance Committee						20,000

The annual base cash retainer and chairperson fees are paid quarterly and prorated for partial years of service.

The Board adopted the Enhabit, Inc. Director Deferred Compensation Plan in October 2024. The Director Deferred Compensation Plan allows directors to elect to (1) receive Enhabit common stock in lieu of retainer or committee fees or other cash compensation and (2) defer receipt of such common stock in the form of deferred stock units (or DSUs). The number of shares issued to a director who elects to receive shares of Enhabit common stock in lieu of cash compensation is calculated by dividing the dollar value of the cash compensation that otherwise would have been paid to such director on a particular date by the closing price of the Company's common stock on the trading day immediately prior to such date.

Item 11. Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, principles and components of the material elements of the Company’s executive compensation program and describes the 2025 compensation for our Named Executive Officers (“NEOs”). Our NEOs for 2025 are:


Name						Title
Barbara A. Jacobsmeyer						President and Chief Executive Officer
Ryan T. Solomon						Chief Financial Officer
Dylan C. Black						General Counsel and Secretary
Julie D. Jolley						Executive Vice President of Home Health
Tanya R. Marion						Chief Human Resources Officer

EXECUTIVE COMPENSATION PHILOSOPHY

The Company’s people strategy is to win the talent war by attracting, rewarding and investing at all levels in our organization, including our executive officers. Our 2025 compensation program philosophy builds off this strategy by:

•providing a competitive rewards program for senior management that aligns management’s interests with those of the Company’s long-term stockholders;

•aligning compensation with corporate, regional and business unit outcomes by recognizing performance with appropriate levels and forms of awards;

•establishing financial and operational goals to drive strong financial and quality of care performance over time; and

•placing 100% of annual cash incentives and a majority of equity incentive awards at risk by directly linking those incentive payments and awards to the Company’s performance.

We believe this philosophy enables us to attract, motivate, and retain talented and engaged executives who will enhance long-term stockholder value. The Company’s Compensation & Human Capital Committee (the “Compensation Committee”), in consultation with its independent advisors and management, designed the compensation philosophy and programs for 2025 to align with the Company’s objectives. The Compensation Committee focused on performance goals and metrics in the senior management bonus plan and the long-term equity incentive plan and peer alignment in the overall compensation program.

Compensation Best Practices

To ensure the Company has strong corporate governance as well as balanced risk mitigation, we have adopted the following best practices related to executive compensation:

What We Do

What We Don’t Do

Emphasis on performance-based variable compensation

No perquisites for executive officers

Majority of long-term incentive awards are performance-based

No “single-trigger” vesting for equity awards in the event of a change in control

Short-term incentive plan includes both financial and quality of care metrics

No hedging or pledging of Company stock

Robust stock ownership requirements for officers and directors

No tax gross-ups on termination payments related to a change in control

Conduct annual review of our compensation peer group and competitiveness of executive compensation

No dividends paid on unvested equity awards

Cash severance provisions aligned with market practices

No defined benefit pension plans for executives

“Double-trigger” vesting for equity awards in the event of a change in control

No option repricing

Capped incentive payouts in performance plans

Dodd-Frank compliant clawback policy, plus a supplemental policy that permits recoupment in the event of certain misconduct (even in the absence of a financial restatement) and requires reimbursement of incentive compensation paid (including time-based and performance-based awards)

Compensation Committee comprised solely of independent directors

Proactive stockholder engagement

Independent compensation consultant

Say-on-Pay Vote

The annual say-on-pay vote is one of our opportunities to receive feedback from stockholders regarding our executive compensation program, and our Compensation Committee takes the result of this vote into account when determining the compensation of the Company’s executive officers. At our 2025 Annual Meeting of Stockholders, our stockholders approved our say-on-pay proposal, with over 98.9% of shares voting (excluding broker non-votes) to approve.

Target Pay Opportunities for NEOs

The Company’s executive compensation program is designed to provide a strong correlation between pay and performance. “Pay” refers to the value of an executive’s target total direct compensation, or “TDC,” calculated as follows:

Base Salary

Target Annual Cash Incentives

Target Long-Term Equity Incentives

Target Total Direct Compensation


NEO Target Total Direct Compensation for 2025
Named Executive Officer	Base Salary ($)	Target Annual Cash Incentive ($)	Target Long-Term Equity Incentive ($)	Target Total Direct Compensation ($)
Barbara A. Jacobsmeyer	850,000	892,500	2,677,501	4,420,001
Ryan T. Solomon	500,011	350,008	625,014	1,475,033
Dylan C. Black	390,000	273,000	390,000	1,053,000
Julie D. Jolley	390,000	273,000	390,000	1,053,000
Tanya R. Marion	350,002	245,001	350,002	945,005

In 2025, all cash incentive target amounts and a substantial portion of NEO equity award values were dependent on performance measured against predetermined objectives approved by the Compensation Committee. The charts below reflect: (1) the portion of our NEOs’ 2025 target TDC that is performance-based and (2) the time frame (i.e., annual vs. long-term) for our NEOs to realize value under our various TDC components.

DETERMINATION OF COMPENSATION

Compensation Objectives

The Compensation Committee’s objectives are to provide competitive compensation programs to attract and retain executive talent necessary to achieve the Company’s strategic objectives and to ensure incentive plan (annual and long-term) outcomes are aligned with Company performance. Executives may achieve above-target compensation for exceptional performance relative to target performance goals and below-target levels of compensation for performance that does not meet our objectives.

Use of Compensation Consultants

The Compensation Committee engaged Pay Governance as its independent executive compensation consultant. The Company’s management separately engaged Mercer (US) Inc. (“Mercer”) to provide data and analysis on competitive executive and non-executive compensation practices. Mercer data on executive compensation practices was provided to the Compensation Committee, subject to review by, and input from, Pay Governance.

Assessment of Competitive Compensation Practices

To maintain a market-competitive program, the Compensation Committee reviewed compensation data from the surveys noted below as well as proxy-reported data from the compensation peer group.

Compensation Survey Sources

Mercer Benchmark Database

Mercer Integrated Health Networks

For the purposes of setting 2025 compensation, our Company’s compensation peer group, as reviewed and approved by the Compensation Committee, included the following 16 companies:

2025 Compensation Peer Group

Accolade, Inc.

DocGo Inc.

Pediatrix Medical Group, Inc.

Addus HomeCare Corporation

InnovAge Holding Corp.

Premier, Inc.

Amedisys, Inc.

LifeStance Health Group, Inc.

The Pennant Group, Inc.

Astrana Health, Inc.

ModivCare, Inc.

U.S. Physical Therapy, Inc.

Aveanna Healthcare Holdings Inc.

National HealthCare Corporation

Cross Country Healthcare, Inc.

P3 Health Partners Inc.

The Compensation Committee’s goal in selecting its compensation peer group is to create a comparison group that acts as an appropriate frame of reference for compensation market comparisons. The Compensation Committee selected the 2025 compensation peer group using the following criteria as a guide:

•Company Type / Geography: publicly-traded on a major U.S. exchange and headquartered in the U.S.

•Primary Industry: healthcare services or health care facilities with a focus on companies providing home health, hospice, personal care and nursing/physician staffing/services

•Revenues: approximately 0.4 to 2.5 times Enhabit’s revenue

•Market Capitalization: less than 4.0 times Enhabit’s market capitalization

•Numerous Qualitative Factors: examples include number of employees, competitor for talent, proxy advisor-defined peers, and operating geography.

The Compensation Committee considered a number of factors in determining the base salaries, annual incentive opportunities, and long-term incentive awards of our NEOs for 2025, including the executive’s experience and role in executing day-to-day responsibilities along with executing longer-term standalone public company strategic goals, internal equity within executive management, and the executive’s performance. The Compensation Committee also reviewed competitive data from the aforementioned sources related to base salary levels, annual incentives, and long-term incentives for each executive and the NEO group as a whole. For 2025 compensation, the Compensation Committee reviewed total direct compensation opportunities at the 25th, 50th and 75th percentiles of the survey data and the compensation peer group data (“market data”) and established target total direct compensation that was within a competitive range of the market median.

The Compensation Committee, with input from its advisor, recognizes the competitive market data changes from year to year and places emphasis on sustained compensation trends to avoid short-term anomalies. In general, the Compensation Committee views compensation 15% above or below the 50th percentile to be within a competitive range given year to year variability in the data.

ELEMENTS OF EXECUTIVE COMPENSATION

The primary elements of our executive compensation program are:

Base Salary

Annual Cash Incentives

Long-Term Equity Incentives


Component						Purpose
Base Salary						Provide our executives with a competitive level of fixed pay.
Annual Cash Incentives						Intended to drive Company performance during the applicable year.
Long-Term Equity Incentives						Intended to focus executive attention on longer-term strength of the business and align their interests with our stockholders’ interests over a multiyear period.
Health and Welfare Benefits						Provide our executives with programs that promote health and financial security, which all eligible employees receive.

Base Salary

We provide officers and other employees with base salaries to compensate them with a competitive level of fixed pay. The Compensation Committee reviews base salaries annually for its executive officers. The Compensation Committee considered market data, each individual’s experience and responsibilities, achievement of performance objectives, internal equity, and recommendations provided by the CEO for her direct reports. The following table shows base salaries as of December 31, 2024 and 2025.


Named Executive Officer	Annual Base Salary Rates as of December 31, 2024 ($)	Annual Base Salary Rates as of December 31, 2025 ($)	% Difference
Barbara A. Jacobsmeyer	850,000	850,000	—	%
Ryan T. Solomon	500,011	500,011	—	%
Dylan C. Black	350,002	390,000	11.4	%
Julie D. Jolley	390,000	390,000	—	%
Tanya R. Marion	350,002	350,002	—	%

Annual Incentives

Establishing the Target Annual Incentive Opportunity

Our 2025 SMBP was designed to incentivize and reward our NEOs and others for annual performance as measured against predetermined quantitative metrics intended to improve company performance and create value for our stockholders. Under the SMBP, a target annual incentive opportunity, expressed as a percentage of base salary, is determined for each participant.


Named Executive Officer	Base Salary ($)	Target Incentive Opportunity (%)	Target Cash Annual Incentive ($)
Barbara A. Jacobsmeyer	850,000	105%	892,500
Ryan T. Solomon	500,000	70%	350,000
Dylan C. Black	390,000	70%	273,000
Julie D. Jolley	390,000	70%	273,000
Tanya R. Marion	350,002	70%	245,001

Plan Metrics and Goals

For 2025, the Compensation Committee approved three quantitative metrics: (i) financial performance comprised of Adjusted EBITDA and Revenue Growth, recognizing the importance of improved financial performance, (ii) a “Quality Scorecard” comprised of two sub-metrics to focus on quality-of-care operational performance, and (iii) a people metric to recognize the importance of human capital management. The Compensation Committee then assigned weightings (as a percentage of total annual incentive opportunity) to the metrics and sub-metrics. The tables below set forth the quantitative metrics, goals and weightings under the 2025 SMBP, which were the same for all our NEOs.

To reward exceptional company performance, the NEOs have the opportunity to receive a maximum payout (200% of target) in the event results reach a predetermined level of high performance for each metric. Conversely, if results are less than threshold (50% of target) for a metric, then no payout is awarded for such metric. Additionally, to stress the importance of financial performance in 2025, the Plan contained a payout qualifier to the Revenue Growth, Quality Scorecard metric and People metric: the award levels for each could not exceed the Adjusted EBITDA achievement percentage.

2025 SMBP Metrics and Weightings

Financial 80%

Quality Scorecard 10%

People 10%

Adjusted EBITDA

50%

Home Health Timely Initiation of Care

Voluntary Turnover Reduction

10%

Revenue Growth

30%

Hospice Visits in the Last Days of Life

Assessing and Rewarding 2025 Achievement of Goals

After the close of the year, the Compensation Committee assessed performance against the quantitative goals for each metric to determine a weighted average, or the percentage of each NEO’s target incentive that had been achieved. The Adjusted EBITDA payout qualifier required the Quality Scorecard metric payout to be reduced despite achieving a performance level of almost 200%. However, considering the Company’s overall financial and operational performance, the Compensation Committee used positive discretion to increase the SMBP payout by 17% (from a formulaic payout of 33% to a final payout of 50%). The 2025 awards were paid to NEOs in shares of Company common stock in early 2025 upon approval of the performance results by the Compensation Committee. The results of 2025 SMBP are as follows:


2025 Adjusted EBITDA Results
Actual Performance						% of Target Achievement
$108.5 million						55.0%


2025 Revenue Growth Results
Actual Performance						% of Target Achievement
2.4%						Below Threshold


2025 Quality Scorecard Results
Metric	Actual Performance	% of Target Achievement	Weighted Achievement	Adj. EBITDA Payout Qualifier (Weighted Achievement Reduced)
Home Health Timely Initiation of Care	97.9%	99.92%	9.99%	2.75%
Hospice Visits in the Last Days of Life	73.5%	200.00%	10.00%	2.75%


2025 SMBP Result
Metric	Weight	% of Target Metric Achievement	Weighted Achievement
Adjusted EBITDA	50.0%	55.0%	27.5%

Revenue Growth	30.0%	—%	—%

Home Health Timely Initiation of Care	5.0%	99.92%	2.75%

Hospice Visits in the Last Days of Life	5.0%	200.0%	2.75%

Voluntary Turnover Reduction	10.0%	—%	—%
Compensation Committee Positive Discretion Increase			17.0%
			50.0%


2025 SMBP - Amounts Earned
Named Executive Officer	Base Salary ($)	Target Annual Incentive Opportunity (%)	Target Annual Incentive ($)	Amount of 2025 SMBP Earned (50%)(1) ($)
Barbara A. Jacobsmeyer	850,000	105%	892,500	446,250
Ryan T. Solomon	500,011	70%	350,008	175,004
Dylan C. Black	390,000	70%	273,000	136,500
Julie D. Jolley	390,000	70%	273,000	136,500
Tanya R. Marion	350,002	70%	245,001	122,501
(1) The NEOs received the following number of fully vested shares of Company common stock in lieu of cash: Jacobsmeyer (32,789), Solomon (12,859), Black (10,030), Jolley (10,030), Marion (9,001). The values in the table are grant date fair values computed in accordance with ASC 718 on the date of issuance, March 6, 2025.

Long-Term Incentives

To further align management’s interests with the interests of stockholders, a significant portion of each NEO’s target total direct compensation for 2025 was in the form of long-term equity awards. For 2025, Enhabit’s equity incentive program provided participants at all officer levels with the opportunity to earn performance-based restricted stock units, or “PSUs,” and time-based restricted stock units, or “RSUs.”

Each executive officer has a target long-term incentive (“LTI”) equity award opportunity. The Compensation Committee may increase or decrease the target LTI equity award opportunity for a given year based on prior years’ performance. For 2025, in consultation with the chief executive officer, the Compensation Committee increased the LTI equity opportunity for Ms. Jolley as set forth below.

The following tables summarize the 2025 target LTI equity award opportunity levels, equity compensation mix, and number of awards granted for each of our NEOs. The number of RSUs and PSUs granted to each NEO was determined by dividing the applicable portion of the target LTI equity award opportunity for such award type by the stock price on to the date of grant. Note that while the full number and value of PSU awards are described in this narrative, for purposes of the “2025 Summary Compensation Table” and the “Grants of Plan-Based Awards During 2025” table below, only the portion of the PSUs for which the performance metrics were established in 2025 are reported as granted in 2025.


2025 Long-Term Equity Incentive Plan Target Opportunity
Named Executive Officer	Base Salary ($)	Target LTI Equity Award Opportunity (%)	Total Target LTI Equity Award Opportunity ($)	Adjusted Total Target LTI Equity Award Opportunity ($)	Award as a % Target LTI Equity Award Opportunity (%)
Barbara A. Jacobsmeyer	850,000	315%	2,677,500	2,677,500	100%
Ryan T. Solomon	500,011	125%	625,014	625,014	100%
Dylan C. Black	390,000	100%	390,000	390,000	100%
Julie D. Jolley	390,000	100%	390,000	490,000	126%
Tanya R. Marion	350,002	100%	350,002	350,002	100%


2025 Long-Term Equity Incentive Plan Mix and Awards
Named Executive Officer	PSUs as a % of the Award	Awarded PSUs (#)	RSUs as a % of the Award	Awarded RSUs (#)
Barbara A. Jacobsmeyer	60%	200,312	40%	133,541
Ryan T. Solomon	60%	46,759	40%	31,173
Dylan C. Black	60%	29,177	40%	19,452
Julie D. Jolley	60%	36,659	40%	24,439
Tanya R. Marion	60%	26,185	40%	17,457

2025 Performance-Based Restricted Stock Unit Awards

The Compensation Committee determined that performance-based vesting conditions for the PSUs granted in 2025 were appropriate to further align leadership with the interests of stockholders and promote specific performance objectives while facilitating executive stock ownership. The PSUs entitled the NEOs to receive a predetermined range of shares upon achievement of specified performance objectives. The recipients of PSU awards do not have voting rights.

For the 2025 PSU awards, the number of shares earned will be determined at the end of a three-year performance period based on the level of achievement of adjusted free cash flow per share (“FCFPS”) and relative total shareholder return (“rTSR”). The FCFPS metric is measured as one-year adjusted free cash flow per share goal with a second year growth goal over year one actual performance. TSR is measured over the full three-year performance period and is based on the percentile rank of the Enhabit total shareholder return versus the total shareholder return of the constituents in the S&P Healthcare Services Select Industry Index (as constituted on January 1, 2026) at the end of the three-year performance period. The weighting of the two metrics is outlined below.

2025 PSU Metrics and Weightings

Metric

Performance Period

Weight

Adjusted Free Cash Flow per Share

2025 - One -Year Performance Goal

30%

2026 - One -Year Growth Goal over 2025 Performance

30%

2027 - One -Year vest

Relative Total Shareholder Return

Three - Year Cumulative Relative Performance

40%

2025 Time-Based Restricted Stock Unit Awards

A portion of 2025 long-term incentive award value was provided in RSUs to provide retention incentives to executives and facilitate stock ownership, which creates alignment with stockholders. The recipients of RSU awards do not have voting rights until the award vests and is settled in shares. For the 2025 RSU award, one-third of the RSUs vests on the first anniversary of the grant date, one-third of the RSUs vests on the second anniversary of the grant date, and the final third vests on the third anniversary of the grant date.

Other 2025 NEO Compensation Arrangements

Jacobsmeyer Transition Services Agreement

The Company entered into a Transition, Separation and Release Agreement with Ms. Jacobsmeyer in August 2025 (the “Jacobsmeyer Transition Agreement”). Pursuant to the Jacobsmeyer Transition Agreement, Ms. Jacobsmeyer will continue to serve as President and Chief Executive Officer of Enhabit until the earlier of July 31, 2026 (the “Separation Date”) and the date a successor Chief Executive Officer is appointed by the Board (such earlier date, the “Transition Date”). During any period between the Transition Date and the Separation Date, Ms. Jacobsmeyer will serve as a non-executive employee advisor to the Company and be paid a base salary at a monthly rate of $25,000. Pursuant to the Jacobsmeyer Transition Agreement, if the Company terminates Ms. Jacobsmeyer’s employment without “cause” prior to the Separation Date, Ms. Jacobsmeyer will vest in her Company Equity Awards to the same extent she would have had she remained employed through the Separation Date. Further, subject to Ms. Jacobsmeyer’s execution of a release of claims in connection with her departure on the Separation Date, she will be entitled to: (1) full vesting of any Company RSUs she holds that are then unvested (subject to forfeiture or clawback in the event Ms. Jacobsmeyer materially breaches the restrictive covenants in the Jacobsmeyer Transition Agreement); and (2) continued eligibility to participate in the Company’s annual cash incentive award program for senior executives for 2026, subject to proration based on her period of service as Chief Executive Officer during 2026. The Jacobsmeyer Transition Agreement provides that the circumstances of her transition as described therein do not entitle her to any benefits under the Company’s Executive Severance Plan, but that she does remain eligible to participate in the Company’s Executive Change in Control Benefits Plan until the Transition Date.

The Jacobsmeyer Transition Agreement includes customary non-competition and non-solicitation (generally applicable for one year after Ms. Jacobsmeyer’s termination of employment), confidentiality, and non-disparagement provisions.

NEO Retention Agreements

In connection with the Jacobsmeyer Transition Agreement, in August 2025, the Company granted retention awards to the following NEOs in the following aggregate amounts: Mr. Solomon ($500,011); Ms. Jolley ($390,000); Mr. Black ($390,000); and Ms. Marion ($350,002). Each NEOs retention award was granted 50% in cash and 50% in the form of RSUs (with the number of RSUs determined based on the closing price of the Company’s common stock on the date of grant, August 5, 2025). The retention grants RSUs are detailed in the Grants of Plan-Based Awards During 2025 table on page 26.

Each retention award generally vests and becomes payable, subject to the officer’s continued employment, on December 31, 2026, or earlier in the event of (1) the officer’s death, “disability,” termination without “cause,” or resignation for “good reason” (as each such term is defined for purposes of the applicable retention award agreement), or (2) a qualifying change in control of the Company where the award is not continued by the surviving company.

Benefits

Our NEOs are eligible for the same customary employee benefits offered to all eligible Enhabit employees.

Perquisite Practices

Enhabit does not have any perquisite plans or policies in place for its executive officers. We also do not provide tax payment reimbursements, gross ups, or any other tax payments to any of our executive officers.

Other Compensation Policies & Practices

Policies and Practices Related to the Grant of Certain Equity Awards

The Compensation Committee approves equity awards granted to our NEOs on or before the grant date. Since the Separation, it has been the Compensation Committee’s practice to approve LTI equity awards at the pre-scheduled Board meeting at the end of February or beginning of March with grant effective dates following the meeting. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such awards. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Equity Ownership Guidelines for Management and Non-Employee Directors

To further align the interests of our management and non-employee directors with those of our stockholders, we have adopted equity ownership guidelines for executive management and members of our Board. Executive management and non‑employee directors have five years to reach their ownership level. Each of our NEOs and non-employee directors currently satisfies the equity ownership guidelines or is within the five-year grace period. We expect that each of our NEOs and non-employee directors who do not currently satisfy the guidelines will satisfy them prior to the expiration of the five-year grace period. Outlined in the table below are the ownership guidelines by level:


Position						Required Value of Equity Owned
Chief Executive Officer						5 times annual base salary
Chief Financial Officer						3 times annual base salary
Other NEOs						1.5 times annual base salary
Non-Employee Directors						5 times annual retainer

The categories of stock ownership that satisfy the ownership criteria include: (1) outright ownership of common stock; (2) vested common stock held in retirement or deferred compensation accounts; and (3) service-based restricted share, restricted stock unit and/or deferred share awards (whether or not vested). Unvested stock options, unexercised stock options and PSUs subject to a performance condition are not included when determining compliance with the guidelines. The Compensation Committee is responsible for monitoring the application of the stock ownership guidelines and may modify the guidelines in its discretion.

Compensation Recoupment Policy

Effective December 1, 2023, in accordance with SEC and NYSE requirements, the Company adopted an Incentive Compensation Recoupment Policy (the “Clawback Policy”), which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.

The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to recoup amounts in limited circumstances set forth in the Clawback Policy where the Compensation Committee has made a determination that recovery would be impracticable. Operation of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.

In addition to the Clawback policy, our Board has approved and adopted a senior management compensation recoupment policy (the “Supplemental Clawback Policy”). The Supplemental Clawback Policy provides that if the Board has determined, in its sole discretion, that any fraud, illegal conduct, intentional misconduct, or gross neglect by any officer was a significant contributing factor to our having to restate all or a portion of our financial statements, the Board may:

•require reimbursement of any incentive compensation paid to that officer (including time-based and performance-based awards);

•cause the cancellation of that officer’s restricted stock units, deferred stock awards and outstanding stock options; and

•require reimbursement of any gains realized on the exercise of stock options attributable to incentive awards, if and to the extent (1) the amount of that compensation was calculated based upon the achievement of the financial results that were subsequently reduced due to that restatement and (2) the amount of compensation awarded to that officer had the financial results been properly reported would have been lower than the amount actually awarded.

Additionally, under the Supplemental Clawback Policy, if an officer is found to have committed fraud or engaged in intentional misconduct in the performance of his or her duties, as determined by a final, non-appealable judgment of a court of competent jurisdiction, and the Board determines the action caused substantial harm to the Company, the Board may, in its sole discretion, utilize the remedies described above.

Anti-Hedging and Pledging

The Company’s Insider Trading Policy prohibits the following transactions and positions for all employees, officers and directors, and their immediate family members:

•short sales of our securities

•hedging or monetization transactions, such as zero-cost collars, equity swaps, exchange funds and forward sale contracts or similar arrangements with respect to Enhabit stock, including the purchase or sale of puts or calls or the use of any other derivative instruments

•holding Enhabit stock in a margin account or pledging Enhabit stock as collateral for a loan

Severance Arrangements

To provide executives with additional financial security about their employment and as a retention tool for the Company, potential benefits are provided to our executives under our Executive Severance Plan and our Executive Change in Control Benefits Plan. In February 2023, the Compensation Committee adopted amendments to the Executive Severance Plan and the Executive Change in Control Benefits Plan that reduced the cash severance and health and welfare benefits payable thereunder, among other changes, to better align such benefits with peers’ severance benefits. The Compensation Committee determined that the benefits under these plans are reasonable, appropriate, and competitive with those of Enhabit’s healthcare provider peer group. As a condition to receipt of any payment or benefits under either plan, participating employees must enter into a restrictive covenant (noncompetition, nonsolicitation, nondisclosure, and nondisparagement) and release agreement. The duration of the restrictive covenants would be equal to the benefit continuation periods described below for each plan. As a matter of policy, payments under either plan do not include “gross ups” for taxes payable on amounts paid thereunder. Definitions of “cause,” “retirement,” “change in control,” and “good reason” are provided on page 31.

The participants’ payout multipliers and benefit plan continuation periods under both plans are detailed in the table below.

Named Executive Officer

Severance Multiplier

Benefit Plan
Continuation Period

Barbara A. Jacobsmeyer

2.5x

18 months

Ryan T. Solomon

1.75x

12 months

Dylan C. Black

1.75x

12 months

Julie D. Jolley

1.75x

12 months

Tanya R. Marion

1.75x

12 months

Executive Severance Plan

To help retain qualified executives by providing them with protection in the event of an involuntary termination of employment, each of our NEOs (other than Ms. Jacobsmeyer) is a participant in our Executive Severance Plan. Under the plan, if a participant’s employment is terminated by the participant for good reason or by the Company other than for cause (as defined in the plan), the participant is entitled to receive a cash severance payment, health benefits, and the other benefits as described below, subject to the participant’s execution of an effective restrictive covenant and release agreement.

The cash severance payment is equal to the annual base salary in effect at the time of termination multiplied by the applicable multiplier from the table above, plus any accrued obligations. This amount is to be paid in a lump sum within 60 days following the participant’s termination date. In addition, except in the event of termination for cause or resignation without good reason, the participant (and his or her dependents) would continue to be covered by all Enhabit medical, dental and vision insurance plans and programs, excluding disability, for the applicable period from the table above at the same cost sharing between the Company and the participant as a similarly situated active employee.

Amounts paid under the plan are in lieu of, and not in addition to, any other severance or termination payments under any other plan or agreement with Enhabit. As a condition to receipt of any payment under the plan, the participant must waive any entitlement to any other severance or termination payment.

Generally, in the event of a participant’s termination without cause, or his or her resignation for good reason, a prorated portion of any then-unvested equity award that is subject only to time-based vesting will automatically vest. If any then-unvested equity award is performance-based, the participant would be entitled to a prorated portion of the award that would vest based on actual achievement of the performance objectives for the full performance period, as determined after the conclusion of such performance period by the Compensation Committee.

Executive Change in Control Benefits Plan

To help retain certain qualified executives, maintain a stable work environment, and encourage officers to act in the best interest of stockholders if presented with decisions regarding change in control transactions, each of our NEOs is a participant in our Executive Change in Control Benefits Plan. If a participant’s employment with the Company is terminated during the pre-change in control period or within 24 months following a change in control, either by the participant for good reason (as defined in the plan) or by the Company without cause, then the participant shall receive the payments and benefits described below, subject to the participant’s execution of an effective restrictive covenant and release agreement. Under this plan, participants are entitled to receive a lump sum severance payment equal to (1) the sum of the participant’s highest annual base salary in the preceding three years plus the average of actual annual incentives for the prior three years (excluding years where the executive was not eligible, and using the target amount if the executive was not eligible in any of the preceding three years), multiplied by the applicable multiplier from the table above, plus (2) a prorated annual incentive award for any incomplete performance period (and, in the case of a termination after the completion of the performance period but before payment of the earned award, an amount for such completed period based on actual performance), plus (3) any accrued obligations. In addition, except in the event of termination for cause or resignation without good reason, the participant and the participant’s dependents continue to be covered by all Enhabit medical, dental and vision insurance plans and programs, excluding disability, for the applicable period from the table above at the same cost sharing between the Company and the participant as a similarly situated active employee.

If a change in control (as defined in the plan) of Enhabit were to occur, outstanding Enhabit equity awards would vest as follows: If (1) a replacement award is not provided with respect to such outstanding award, or (2) a replacement award is provided with respect to such outstanding award, but the participant resigns for good reason or is terminated without cause within 24 months following such change in control, then the outstanding awards would vest. Options or stock appreciation rights that vest under (2) would remain exercisable until the earlier of two years following the termination or the original expiration date. With respect to outstanding performance-based awards, an award would not be considered a replacement award in respect thereof unless it is converted into a time-based award, with the number of units subject to such replacement award based on (x) the greater of the target value or actual performance at the time of the change in control, if such change in control occurred on or before the last day of the performance period, or (y) actual performance, if such change in control occurred after the end of the performance period.

The Compensation Committee has the authority to settle an award in cash or cash equivalents in an amount equal to the excess of the fair market value of shares of common stock underlying the award (as of a specified date associated with the change in control transaction) over the exercise or base price (if any) of the award. The Compensation Committee may also cancel an award if the fair market value of the shares of common stock does not exceed the exercise or base price (if any) of the award.

Compensation-Related Risks

The Compensation Committee regularly monitors and evaluates our compensation policies and practices to provide appropriate incentives to our employees and align the policies with good governance practices. We design our compensation program with the understanding that while some degree of risk is necessary and appropriate, our compensation program should not encourage excessive or inappropriate risk. Additionally, the Compensation Committee oversees assessment and management of human capital-related risks, such as those involving recruitment, retention, employee engagement, and employment litigation. For further discussion of our human capital management, see Item 1, Business, of our Initial Filing.

The Compensation Committee annually undertakes a compensation risk assessment to establish whether our compensation program is successfully achieving these objectives while aligning pay with performance. The 2025 review concluded that our compensation program, particularly our cash incentive plans and long-term incentives, appropriately balance risk, pay-for-performance, and the desire to focus executives on specific financial and operational measures. The

Compensation Committee believes our program does not encourage unnecessary or excessive risk-taking, nor does it create risks that are reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report

The Compensation & Human Capital Committee reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and, based upon such review and discussions, the Compensation & Human Capital Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Compensation & Human Capital Committee

Erin P. Hoeflinger (Chairperson)

Stuart M. McGuigan

Mark W. Ohlendorf

Gregory S. Rush

Executive Compensation Tables

2025 Summary Compensation Table

The table below sets forth the compensation of our NEOs for the fiscal years ended December 31, 2025, 2024, and 2023, as applicable.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Barbara A. Jacobsmeyer	2025	850,000	—	3,760,245	—	446,258	2,625	5,059,128
President and Chief Executive Officer	2024	850,000	—	2,065,211	—	223,125	2,588	3,140,924
	2023	850,000	—	1,488,520	535,344	468,563	2,475	3,344,902


Ryan T. Solomon	2025	500,011	—	980,967	—	175,011	962	1,656,951
Chief Financial Officer	2024	19,231	300,000	1,000,003	—	7,292	—	1,326,526


Dylan C. Black	2025	383,846	—	741,129	—	136,508	—	1,261,483
General Counsel and Secretary	2024	350,002	—	278,028	—	61,250	—	689,280
	2023	329,809	30,000	330,771	—	128,626	—	819,206

Julie D. Jolley	2025	390,000	—	873,470	—	136,508	2,625	1,402,603
Executive Vice President, Home Health	2024	390,000	—	333,586	—	68,250	2,588	794,424
	2023	390,000	—	368,567	—	143,325	2,475	904,367

Tanya R. Marion	2025	350,002	—	669,269	—	122,504	2,625	1,144,400
Chief Human Resources Officer	2024	350,002	—	289,681	—	61,250	2,588	703,521
	2023	350,002	—	248,082	—	91,875	2,475	692,434

(1)Represents time-based restricted stock units, or “RSUs,” and performance-based restricted stock units, or “PSUs,” granted in 2025. Amounts are not an actual dollar amount received by our NEOs in fiscal year 2025, but instead represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“ASC 718”), assuming the most probable outcome of the performance conditions as of the grant dates (i.e., target performance). With respect to PSUs, the grant date fair value, assuming maximum achievement of the applicable performance objectives, is as set forth in the “Maximum” column of the table set forth in footnote 2 below. All of the values in this column are consistent with the estimate of aggregate compensation expense to be recognized over the applicable vesting period, excluding any adjustment for forfeitures. The assumptions used in the valuations are discussed in Note 9, Stock-Based Payments, to the consolidated financial statements in our 2025 Form 10-K.

(2)The tables and additional information below set forth the details of the stock awards to our NEOs in fiscal year 2025. All values in the tables below are grant date values computed in accordance with ASC 718.

a.Except for the 2025 retention grants to the NEOs (other than Ms. Jacobsmeyer), RSUs vest in three substantially equal annual installments beginning on the first anniversary of the date of grant. The 2025 retention grants vest on December 31, 2026.


						Restricted Stock Units
Name						($)
Barbara A. Jacobsmeyer						1,139,105
Ryan T. Solomon						515,905
Dylan C. Black						360,926
Julie D. Jolley						403,465
Tanya R. Marion						323,912

b.For the PSU awards displayed in the table below, the number of shares earned will be determined at the end of a three-year performance period based on the level of achievement of adjusted FCFPS and rTSR, weighted 80% and 20% respectively, for 2023 PSUs and 2024 PSUs, and weighted 60% and 40% respectively, for the 2025 PSUs. With respect to the 2023 PSUs and 2024 PSUs, the FCFPS metric is measured as an average of three, one-year performance periods. The Compensation Committee will set the annual FCFPS goal for each year of the performance period at the start of such year. With respect to the 2025 PSUs, the FCFPS metric is measured against a one-year performance period in 2025 and growth over 2025 actual FCFPS performance in the second year. rTSR is measured over the full three-year performance period for 2023 PSUs, 2024 PSUs and 2025 PSUs.

Consistent with the requirements of ASC 718, the value of the 2023 PSUs and 2024 PSUs displayed in the table below, at their minimum, target, and maximum levels, is based on one-third of the full number of shares for which the FCFPS goal was established in fiscal year 2025. The remaining portion of the 2024 FCFPS PSU awards will be linked to the FCFPS goal in the 2026 fiscal year and will be reported in the 2026 Summary Compensation Table.

Consistent with the requirements of ASC 718, the value of the 2025 PSUs displayed in the table below, at their minimum, target, and maximum levels, is based on the full number of shares for which the FCFPS goal and rTSR goal was established in fiscal year 2025.


	Performance-Based Restricted Stock Units
Name	Threshold ($)	Target ($)	Maximum ($)
Barbara A. Jacobsmeyer
2023 PSUs	119,420	238,840	447,680
2024 PSUs	195,000	390,000	780,000
2025 PSUs	996,150	1,992,300	3,984,601
Ryan T. Solomon
2025 PSUs	232,531	465,063	930,126
Dylan C. Black
2023 PSUs	19,512	39,025	78,050
2024 PSUs	25,492	50,984	101,968
2025 PSUs	145,098	290,195	580,390
Julie D. Jolley
2023 PSUs	21,747	43,494	86,989
2024 PSUs	30,951	61,902	123,804
2025 PSUs	182,304	364,608	729,217
Tanya R. Marion
2023 PSUs	14,642	29,283	58,567
2024 PSUs	27,821	55,641	111,282
2025 PSUs	130,216	260,432	520,865

(3)The values of option awards listed in this column are the grant date fair values computed in accordance with ASC 718. All of the values in this column are consistent with the estimate of aggregate compensation expense to be recognized over the three-year vesting period, excluding any adjustment for forfeitures. The assumptions used in the valuations are discussed in Note 9, Stock-Based Payments, to the consolidated financial statements in our 2025 Form 10-K.

(4)Represents amounts earned under the SMBP in the corresponding year but paid in the first quarter of the following year. In 2024 and 2025, the NEOs received fully vested shares of Company common stock in lieu of cash. In 2025, NEOs received the following number of shares of Company common stock: Jacobsmeyer (32,789), Solomon (12,859), Black (10,030), Jolley (10,030), Marion (9,001). The values in the table are grant date fair values computed in accordance with ASC 718 on the date of issuance, March 6, 2025.

(5)The items reported in this column for 2025 are for the Company’s matching contribution to the Company’s 401(k) plan to NEOs.

Grants of Plan-Based Awards During 2025

The following table sets forth grants of plan-based awards to the NEOs during the fiscal year ended December 31, 2025.


									All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/SH)	Grant Date Fair Value of Stock and Option Awards(3) ($)
		Date of Board Approval of Grant	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)
Name	Grant Date		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Barbara A. Jacobsmeyer
Annual Incentive			446,250	892,500	1,785,000	—	—	—	—	—	—	—
2023 PSU(4)	3/7/2025	2/18/2025	—	—	—	14,000	28,000	56,000	—	—	—	238,840
2024 PSU(5)	3/7/2025	2/18/2025	—	—	—	22,861	45,721	91,442	—	—	—	390,000
2025 PSU(6)	3/7/2025	2/18/2025	—	—	—	100,156	200,312	400,624	—	—	—	1,992,300
RSU	3/7/2025	2/18/2025	—	—	—	—	—	—	133,541	—	—	1,139,105
Ryan T. Solomon
Annual Incentive			175,004	350,008	700,015	—	—	—	—	—	—	—
2025 PSU(6)	3/7/2025	2/18/2025	—	—	—	23,380	46,759	93,518	—	—	—	465,063
RSU	3/7/2025	2/18/2025	—	—	—	—	—	—	37,369	—	—	249,999
RSU	8/5/2025	7/29/2025	—	—	—	—	—	—	31,173	—	—	265,906
Dylan C. Black
Annual Incentive			136,500	273,000	546,000	—	—	—	—	—	—	—
2023 PSU(4)	3/7/2025	2/18/2025	—	—	—	2,288	4,575	9,150	—	—	—	39,025
2024 PSU(5)	3/7/2025	2/18/2025	—	—	—	2,989	5,977	11,954	—	—	—	50,984
2025 PSU(6)	3/7/2025	2/18/2025	—	—	—	14,589	29,177	58,354	—	—	—	290,195
RSU	3/7/2025	2/18/2025	—	—	—	—	—	—	29,148	—	—	195,000
RSU	8/5/2025	7/29/2025	—	—	—	—	—	—	19,452	—	—	165,926
Julie D. Jolley
Annual Incentive			136,500	273,000	546,000	—	—	—	—	—	—	—
2023 PSU(4)	3/7/2025	2/18/2025	—	—	—	2,550	5,099	10,198	—	—	—	43,494
2024 PSU(5)	3/7/2025	2/18/2025	—	—	—	3,629	7,257	14,514	—	—	—	61,902
2025 PSU(6)	3/7/2025	2/18/2025	—	—	—	18,330	36,659	73,318	—	—	—	364,608
RSU	3/7/2025	2/18/2025	—	—	—	—	—	—	29,148	—	—	195,000
RSU	8/5/2025	7/29/2025	—	—	—	—	—	—	24,439	—	—	208,465
Tanya R. Marion
Annual Incentive			122,501	245,001	490,002	—	—	—	—	—	—	—
2023 PSU(4)	3/7/2025	2/18/2025	—	—	—	1,717	3,433	6,866	—	—	—	29,283
2024 PSU(5)	3/7/2025	2/18/2025	—	—	—	3,262	6,523	13,046	—	—	—	55,641
2025 PSU(6)	3/7/2025	2/18/2025	—	—	—	13,093	26,185	52,370	—	—	—	260,432
RSU	3/7/2025	2/18/2025	—	—	—	—	—	—	26,159	—	—	175,004
RSU	8/5/2025	7/29/2025	—	—	—	—	—	—	17,457	—	—	148,908

(1)Represents the range of possible cash awards under the senior management bonus plan (the “SMBP”) as discussed under “Annual Incentives” beginning on page 15. Awards are dependent on results measured against pre-established performance goals. There is a threshold level of performance and the amounts shown in the “maximum” column are 200% of the target amount, which is the maximum possible award payout. Final payments under the SMBP were calculated and paid in the first quarter of 2025 by the Company and are reflected in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.”

(2)Represents the range of possible awards of performance-based restricted stock units, or “PSUs” granted in 2025 under the 2022 Omnibus Performance Incentive Plan (the “Omnibus Plan”). The amounts shown in the “threshold” column are 50% of the target amount, and represents meeting threshold performance for the FCFPS and rTSR performance goals contained in the PSU. Awards could be as low as zero. The amounts shown in the “maximum” column are 200% of the target amount, which is the maximum possible award payout. The PSUs are described in footnote 2 of the Summary Compensation Table. ASC 718 requires the Company to account for only the portion of the award that is linked to FCFPS for which the applicable goal was established in 2025, as well the entire portion of the award that is linked to the rTSR for which the performance goals for the full three-year period were established in 2025. The remaining portions of the award are linked to FCFPS goals that will be established in subsequent fiscal years and will be reported in the Grant of Plan-Based Awards table for those fiscal years.

(3)Amounts are not an actual dollar amount received by our NEOs in fiscal year 2025 but instead represent the aggregate grant date fair value of the equity awards calculated in accordance with ASC 718.

(4)In accordance with ASC 718, the amount represents one-third of the number of FCFPS PSUs granted on March 1, 2023 for which the FCFPS goal was established on February 18, 2025. The shares earned from this portion of the award vest following the end of the performance period ending December 31, 2025.

(5)In accordance with ASC 718, the amount represents one-third of the number of FCFPS PSUs granted on March 1, 2024 for which the FCFPS goal was established on February 18, 2025 and all of the rTSR PSUs granted on March 1, 2024. The shares earned from this portion of the award vest following the end of the performance period ending December 31, 2026.

(6)In accordance with ASC 718, the amount represents the number of FCFPS PSUs granted on March 7, 2025 for which the FCFPS goal was established on February 18, 2025 and all of the rTSR PSUs granted on March 7, 2025. The shares earned from this portion of the award vest following the end of the performance period ending December 31, 2027.

Outstanding Equity Awards at December 31, 2025


	Option Awards(1)				Stock Awards
	Number of Securities Underlying Unexercised Options (#)	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(2)	Market Value of Shares or Units of Stock That Have Not Vested ($)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Name	Exercisable	Unexercisable
Barbara A. Jacobsmeyer
	19,204	—	17.13	2/24/2027	—	—	—	—
	29,948	—	21.83	3/1/2028	—	—	—	—
	35,091	—	25.88	3/1/2029	—	—	—	—
	42,459	—	31.06	3/2/2030	—	—	—	—
	40,965	—	32.62	3/2/2031	—	—	—	—
	54,562	—	26.94	3/1/2032	—	—	—	—
	42,742	21,371	15.30	3/1/2033	—	—	—	—
	—	—	—	—	287,374	2,649,588	—	—
							34,290(4)	316,154
							137,162(5)	1,264,634
							80,124(6)	738,743
							120,188(7)	1,108,133
Ryan T. Solomon
	—	—	—	—	125,685	1,158,816	—	—
							18,703(6)	172,442
							28,056(7)	258,676
Dylan C. Black
	—	—	—	—	62,376	575,107	—	—
							4,482(4)	41,324
							17,931(5)	165,324
							11,671(6)	107,607
							17,506(7)	161,405
Julie D. Jolley
	—	—	—	—	69,932	644,773	—	—
							5,443(4)	50,184
							21,772(5)	200,738
							14,663(6)	135,193
							21,996(7)	202,803
Tanya R. Marion
	—	—	—	—	57,348	528,749	—	—
							4,892(4)	45,104
							19,570(5)	180,435
							10,473(6)	96,561
							15,712(7)	144,865
(1) Options vest in three equal annual installments beginning on the first anniversary of the grant date and the expiration date of each option occurs 10 years after the grant date.
(2) The amounts shown represent unvested RSAs and RSUs held by the NEOs. Individual vesting dates are detailed below:

RSA Vestings after 12/31/2025

Name

7/1/2026

Barbara A Jacobsmeyer

65,964


	RSU Vestings after 12/31/2025
Name		3/1/2026	3/7/2026	12/9/2026	12/31/2026	3/1/2027	12/9/2027	3/1/2028
Barbara A Jacobsmeyer		49,768	44,513	—	—	82,615	—	44,514
Ryan T. Solomon		—	10,391	28,571	37,369	10,391	28,572	10,391
Dylan C. Black		8,795	6,484	—	29,148	11,465	—	6,484
Julie D. Jolley		10,297	8,146	—	29,148	14,194	—	8,147
Tanya R. Marion		8,296	5,819	—	26,159	11,255	—	5,819

(3) The market value reported was calculated by multiplying the closing price of our common stock on the last trading day of 2025, $9.22, by the number of shares set forth in the preceding column.

(4) This amount represents the portion of the 2024 PSU grant subject to achievement of an rTSR goal and is reported at the target performance level. The number of shares earned will be determined following the end of the January 1, 2024 – December 31, 2026 performance period based on the level of achievement of the applicable rTSR goal.

(5) This amount represents the portion of the 2024 PSU grant subject to achievement of certain FCFPS goals and is reported at the target performance level. The FCFPS metric is measured as an average of three, one-year performance periods: 2024, 2025, and 2026. The annual FCFPS goal for each year of the performance period is set at the start of such year. The figure reported in this table includes the full amount of the 2024 PSU award subject to FCFPS goals (including the amounts attributable to 2025 and 2026, even though the FCFPS goals for such years had not yet been established as of December 31, 2025). The number of shares earned will be determined following the end of the January 1, 2024 – December 31, 2026 performance period based on the level of achievement of the applicable FCFPS goals.

(6) This amount represents the portion of the 2025 PSU grant subject to achievement of an rTSR goal and is reported at the target performance level. The number of shares earned will be determined following the end of the January 1, 2025 – December 31, 2027 performance period based on the level of achievement of the applicable rTSR goal.

(7) This amount represents the portion of the 2025 PSU grant subject to achievement of certain FCFPS goals and is reported at the target performance level. The FCFPS metric is measured as an average of two, one-year performance periods: 2025, and 2026. The annual FCFPS goal for each year of the performance period is set at the start of such year. The figure reported in this table includes the full amount of the 2025 PSU award subject to FCFPS goals (including the amount attributable to 2025 and 2026, even though the FCFPS goal for such years had not yet been established as of December 31, 2025). The number of shares earned will be determined following the end of the January 1, 2025 – December 31, 2027 performance period based on the level of achievement of the applicable FCFPS goals.

Options Exercises and Stock Vested in 2025

The following table sets forth information regarding the exercise of options and the vesting of shares held by our NEOs in 2025.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise(1) (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)
Barbara A. Jacobsmeyer
RSAs	—	—	86,751	691,497
RSUs	—	—	118,438	958,713
PSUs	—	—	117,671	1,600,326
Ryan T. Solomon
RSAs	—	—	—	—
RSUs	—	—	58,053	555,871
PSUs	—	—	—	—
Dylan C. Black
RSAs	—	—	—	—
RSUs	—	—	16,431	134,854
PSUs	—	—	19,228	261,501
Julie D. Jolley
RSAs	—	—	10,644	84,661
RSUs	—	—	27,525	222,524
PSUs	—	—	21,430	291,448
Tanya R. Marion
RSAs	—	—	6,938	55,115
RSUs	—	—	20,841	169,018
PSUs	—	—	14,425	196,180
(1) No stock option exercises in 2025.
(2) The dollar amounts are based on the market value on the date of vesting.

Potential Payments upon Termination or Change in Control

The following tables describe the potential payments and benefits under the Company’s compensation and benefit plans and arrangements to which the NEOs would be entitled upon termination of employment by us without “cause,” by the executive for “good reason” or “retirement,” or due to death or “disability,” or in the event of a “change in control,” as such terms are defined in the applicable arrangements (as summarized below).

There are no payments or benefits due in the event of a termination of employment by us for cause. As previously discussed, our Change in Control Benefits Plan does not provide cash benefits unless there is an associated termination of employment. Due to the numerous factors involved in estimating these amounts, the actual value of benefits and amounts to be paid can only be determined upon termination of employment. In the event an NEO breaches or violates the restrictive covenants contained in the awards under the Omnibus Plan, Executive Severance Plan, or the Executive Change in Control Benefits Plan certain of the amounts described below may be subject to forfeiture and/or repayment.

Additionally, the Executive Severance Plan and the Change in Control Benefits Plan provide that as a condition to receipt of any payment or benefits all participants must enter into a nonsolicitation, noncompete, nondisclosure, nondisparagement, and release agreement, which provides for: (1) full vesting of any unvested awards (other than options and SARs, which shall terminate and be forfeited) upon the participant's death or disability; and (2) prorated vesting (based on the number of full months from the grant date to the date of the participant's retirement) of any unvested awards (other than options and SARs, which shall terminate and be forfeited) upon the participant's retirement, in each case with any performance-based awards subject to the attainment of the applicable performance objectives (which may be waived or modified by the Compensation Committee as set forth in the Omnibus Plan).

For additional discussion of the material terms and conditions, including payment triggers, see “Severance Arrangements” beginning on page 21. An executive cannot receive termination benefits under more than one of the plans or arrangements identified below. The death, disability, and retirement benefits described below are governed by the terms of the awards under our Omnibus Plan. The following table assumes the listed triggering events occurred on December 31, 2025.

Table Illustrating Potential Payments upon Termination or Change in Control

The following tables provide information regarding the benefits to which each NEO would be entitled in the event of termination of such NEO’s employment with our Company under specified circumstances, including in connection with a change in control. Except as otherwise noted, the amounts shown (1) are estimates only, and (2) assume that (i) termination was effective as of December 31, 2025 and (ii) in the case of a change in control, replacement awards are provided and the NEO terminates for “good reason” or is involuntarily terminated without cause immediately following the change in control. These amounts are based on the NYSE closing price of our common stock on December 31, 2025, which was $9.22. This table does not include the value of pro-rated annual incentive awards under the SMBP for the year of termination, as such awards would be deemed to have been earned by their terms as of the last business day of the fiscal year.


		Triggering Event
Name	Element of Severance	Without Cause or For Good Reason (no Change in Control)(5) ($)		Disability ($)		Death ($)		Retirement(1) ($)		Without Cause or For Good Reason (in Connection with Change in Control) ($)
Barbara A. Jacobsmeyer	Cash Severance(2)	-		-		-		-		2,988,494
	Health & Welfare Benefits(3)	-		-		-		-		-
	Acceleration of Unvested Equity Awards(4)	-		7,045,362		7,045,362		-		7,045,362
	Total	-		7,045,362		7,045,362		-		10,050,984
Ryan T. Solomon	Cash Severance(2)	875,019		-		-		-		1,487,533
	Health & Welfare Benefits(3)	14,802		-		-		-		14,802
	Acceleration of Unvested Equity Awards(4)	399,875		1,589,934		1,589,934		399,875		1,589,934
	Total	1,289,696	—	1,589,934	—	1,589,934	—	399,875	—	3,092,269
Dylan C. Black	Cash Severance(2)	682,500		-		-		-		848,641
	Health & Welfare Benefits(3)	14,570		-		-		-		14,570
	Acceleration of Unvested Equity Awards(4)	512,899		1,208,963		1,208,963		512,899		1,208,963
	Total	1,209,969		1,208,963		1,208,963		512,899		2,072,174
Julie D. Jolley	Cash Severance(2)	682,500		-		-		-		867,389
	Health & Welfare Benefits(3)	8,022		-		-		-		8,022
	Acceleration of Unvested Equity Awards(4)	602,703		1,409,969		1,409,969		602,703		1,409,969
	Total	1,293,225		1,409,969		1,409,969		602,703		2,285,380
Tanya R. Marion	Cash Severance(2)	612,504		-		-		-		741,235
	Health & Welfare Benefits(3)	14,802		-		-		-		14,802
	Acceleration of Unvested Equity Awards(4)	468,055		1,114,366		1,114,366		468,055		1,114,366
	Total	1,095,361		1,114,366		1,114,366		468,055		1,870,403

(1) None of our NEOs are currently retirement eligible except for Ms. Jacobsmeyer, but amounts reflected in the foregoing table assume the executive is retirement eligible.

(2) “Without Cause or For Good Reason (no Change in Control)” amount equals 2.50x (CEO) or 1.75x (other NEOs) of base salary and “Without Cause or For Good Reason (in Connection with Change in Control)” amount equals 2.50x (CEO) or 1.75x (Other NEOs) base salary plus average actual bonus (based on prior 3 years).

(3) Amount equals 18 months (CEO) or 12 months (other NEOs) of monthly employer-paid benefit.

(4) Amount in the “Without Cause or For Good Reason (no Change in Control)” column represents the value of accelerated equity awards as provided under the Executive Severance Plan; amounts in “Disability,” “Death,” and “Retirement” columns represent the value of accelerated equity awards as provided under the Omnibus Plan; and amount in the “Without Cause or For Good Reason (in Connection with Change in Control)” column represents the value of accelerated equity awards as provided under the Change in Control Benefits Plan (in each case, assuming target level of performance for any performance-based awards).

(5) The Jacobsmeyer Transition Agreement (as described in Elements of Executive Compensation - Other 2025 NEO Compensation Arrangements - Jacobsmeyer Transition Services Agreement) provides that the circumstances of her transition as described therein do not entitle her to any benefits under the Executive Severance Plan.

Definitions

“Cause,” as defined the Executive Severance Plan and Change in Control Benefits Plan and unless otherwise set forth in an individual agreement, means, in general terms:

(i)the Company’s procurement of evidence of the participant’s act of fraud, misappropriation, or embezzlement with respect to the Company or any of its subsidiaries;

(ii)the Participant’s indictment for, conviction of, or plea of guilty or no contest to, any misdemeanor involving moral turpitude or any felony (other than a minor traffic violation);

(iii)the suspension or debarment of the participant or of the Company or its affiliates from participation in any Federal or state health care program as a result of any willful or grossly negligent act or omission of the participant in connection with his or her employment with the Company or any of its subsidiaries;

(iv)the participant’s admission, or a finding by a court or the SEC (or a similar state agency), of liability for the violation of any securities laws, other than those that are noncriminal;

(v)a formal indication that the participant is a target or the subject of any investigation or proceeding into the actions or inactions of the participant for a violation of any securities laws (other than those that are noncriminal);

(vi)the participant’s failure after reasonable prior written notice from the Company or any of its subsidiaries to comply with any valid and legal directive of the chief executive officer of the Company or the Board that is not remedied within 30 days of the participant being provided written notice thereof from the Company;

(vii)any willful or gross misconduct by the participant in connection with the participant’s duties to the Company that could reasonably be expected to be materially injurious to the financial condition or business reputation of the Company or its affiliates; or

(viii)other than as provided in clauses (i) through (vii) above, the participant’s breach of any material provision of any employment agreement or other material agreement with the Company, if applicable, or the participant’s breach of or failure to perform the material duties and responsibilities of the participant’s job, that is not remedied within 30 days or repeated breaches of a similar nature.

“Change in Control” (as defined in the Change in Control Benefits Plan), means, in general terms:

(i)the acquisition by any person or group of beneficial ownership of 30% or more of either the then‑outstanding shares of common stock or the combined voting power of the Company’s then-outstanding voting securities subject to certain exceptions; or

(ii)during any 24 month period, the individuals who at the beginning of such period constituted the Board, or the “Incumbent Board,” cease for any reason to constitute at least a majority of the Board (any person becoming a director in the future whose election, or nomination for election, was approved by a vote of at least a majority of the directors then constituting the Incumbent Board shall be considered as though such person were a member of the Incumbent Board); or

(iii)the consummation of a merger or consolidation of the Company with or into another person or the merger of another person with or into the Company, or the sale of all or substantially all the assets of the Company to another person, other than a transaction following which (a) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the combined voting power immediately prior to such transaction own at least a majority of the combined voting power immediately after such transaction and (b) in the case of an asset sale, each transferee is owned by holders of securities that represented at least a majority of the combined voting power immediately prior to such sale; or

(iv)a liquidation or dissolution of the Company or the adoption of a plan of liquidation or dissolution of the Company.

“Good Reason,” as defined in the Executive Severance Plan, means, in general terms and subject to an applicable notice and cure period:

(i)assignment of a position that is of a lesser rank than held by the participant prior to the assignment and that results in a material adverse change in such participant’s reporting position, duties or responsibilities or title or elected or appointed offices as in effect immediately prior to the effective date of such change;

(ii) a material reduction in such participant’s “total compensation” from that in effect immediately prior to the effective date of such reduction, where “total compensation” means the sum of base salary, target bonus opportunity and the opportunity to receive compensation in the form of equity in the Company, subject to certain exceptions; or

(iii)any change of more than 50 miles in the location of the principal place of employment of such participant immediately prior to the effective date of such change.

The Good Reason definition in the Change in Control Benefits Plan is substantially the same as the definition set forth above, provided that such definition also includes as triggers: (1) in the case of an executive officer of the Company, ceasing to be an executive officer of a company with securities registered under the Exchange Act and (2) any change in a participant’s status as a Tier 1 or Tier 2 participant under such plan to a status that provides a lower benefit under such plan during the applicable change in control protection period.

“Retirement” means the voluntary termination of employment by a participant after attaining (a) age 65 or (b) in the event that the participant, as defined in the Omnibus Plan, been employed for 10 or more years on the date of termination, age 60.

CEO Pay Ratio

SEC regulations require that we provide a comparison of the annual total compensation of Barb Jacobsmeyer, our President and Chief Executive Officer in 2025, to the annual total compensation of our median employee. For purposes of providing the comparison in accordance with SEC regulations, we identified a “median employee” and compared Ms. Jacobsmeyer’s annual total compensation to that of the median employee for our last completed fiscal year, 2025.

•Ms. Jacobsmeyer’s annual total compensation was $5,059,128.

•Our median employee’s annual total compensation was $48,599.

•The ratio of Ms. Jacobsmeyer’s annual total compensation to our median employee’s annual total compensation was approximately 104:1.

As of December 31, 2025, we employed approximately 10,800 employees. We identified the median employee in 2025 by ranking the total compensation based on W-2 Box 1 “Wages, Tips and Other Compensation” amounts for all employees, excluding Ms. Jacobsmeyer, who were employed by the Company on December 31, 2025. We annualized compensation for all permanent employees who joined the Company during 2025. Annual total compensation for the median employee is calculated in the same manner as the amount set forth in the “Total” column in the Summary Compensation Table. We believe the pay ratio information set forth above constitutes a reasonable estimate, calculated in a manner consistent with the applicable SEC regulations.

The composition of our workforce greatly impacts this ratio. Approximately 27% of our workforce consists of employees working less than full-time, which is a common employment arrangement in the healthcare services sector. Flexible staffing arrangements that fit employees’ needs allow us to attract and retain well-qualified employees. However, in accordance with applicable rules, we did not make any full-time equivalent adjustments for any such employees.

Because other companies may use different methodologies to identify their median employees, the pay ratio set forth above may not be comparable to the pay ratios used by other companies.

2025 Omnibus Performance Incentive Plan

Our stockholders approved the Omnibus Plan to permit the grant of stock options, restricted stock, stock appreciation rights, deferred stock, other stock-based awards and cash-settled awards, including our SMBP awards, to our directors, executives and other key employees as determined by our Board or Compensation Committee in accordance with the terms of the plan and evidenced by an award agreement with each participant. The Omnibus Plan has an expiration date of July 1, 2035. Any awards under the Omnibus Plan must have a purchase price or an exercise price not less than the fair market value of such shares of common stock on the date of grant.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation & Human Capital Committee is an officer or employee of the Company. None of our current executive officers serves or has served as a member of the board of directors or compensation committee of any other company that had one or more executive officers serving as a member of our Board or Compensation & Human Capital Committee.

During 2025 the following directors served on our Compensation & Human Capital Committee: Erin P. Hoeflinger, Messrs. McGuigan, Ohlendorf and Rush.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our common stock as of April 22, 2026 by (1) each person who is known by us to own beneficially more than 5% of the outstanding shares of our common stock, (2) each of our director nominees, (3) each of our named executive officers, and (4) all of our directors and executive officers as a group. Percentage of ownership is based on 51,225,606 shares of common stock outstanding as of April 22, 2026.


Name	Shares of Common Stock Beneficially Owned(1)		Percent of Class

Greater Than 5% Beneficial Owners(1)
Deerfield Mgmt., L.P.	4,997,746	(3)	9.8%
BlackRock, Inc.	3,935,169	(4)	7.7%
Non-Employee Director Nominees(5)
Jeffrey W. Bolton	139,682		*
Tina L. Brown-Stevenson	52,698		*
Charles M. Elson	80,638		*
Erin P. Hoeflinger	80,405		*
Stuart M. McGuigan	74,126		*
Mark W. Ohlendorf	44,527		*
Stephan S. Rodgers	19,998		*
Gregory S. Rush	80,338		*
Barry P. Schochet	71,930		*
Named Executive Officers(5)
Barbara A. Jacobsmeyer	893,049	(6)	1.7%
Ryan T. Solomon	193,911		*
Dylan C. Black	99,823		*
Julie D. Jolley	137,130		*
Tanya R. Marion(8)	105,051		*
All directors and executive officers as a group (15 total)	2,135,181	(6)	4.2%

* Less than 1%.

(1)According to the rules adopted by the SEC, a person is a beneficial owner of securities if the person or entity has or shares the power to vote them or to direct their investment or has the right to acquire beneficial ownership of such securities within 60 days through the exercise of an option, warrant or right, conversion of a security or otherwise. Unless otherwise indicated, each person or entity named in the table has sole voting and investment power, or shares voting and investment power, with respect to all shares of stock listed as owned by that person.

(2)The Vanguard Group, Inc. (“Vanguard”) previously reported on Amendment No. 3 to its Schedule 13G filing with the SEC filed on October 4, 2024 its ownership as of September 30, 2024, which included beneficial ownership of 2,976,480 shares, with shared voting power for 47,639 shares, sole investment power for 2,887,106 shares, and shared investment power for 89,374 shares, collectively representing approximately 5.8% of our outstanding shares as of April 9, 2025. On March 26, 2026, Vanguard filed an Amendment No. 4 to its Schedule 13G in which it reported that it held zero shares as of March 13, 2026. The Amendment No. 4 further disclosed that Vanguard went through an internal realignment on January 12, 2026, and, in accordance with SEC Release No. 34-39538 (January 12, 1998), certain subsidiaries or business divisions of subsidiaries of Vanguard, that formerly had, or were deemed to have, beneficial ownership with Vanguard, will report beneficial ownership separately (on a disaggregated basis) from Vanguard in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by Vanguard prior to the realignment.

(3)Based on a Schedule 13G/A filed with the SEC on February 12, 2024, Deerfield Mgmt., L.P. (parent holding company/control person) reported beneficial ownership of 4,997,746 shares, with shared voting and investment power for 4,997,746 shares. This holder is located at 345 Park Avenue South, 12th Floor, New York, NY 10010.

(4)Based on a Schedule 13G/A filed with the SEC on October 7, 2024, BlackRock, Inc. (parent holding company/control person) reported beneficial ownership of 3,935,169 shares, with sole voting power for 3,831,929 shares and sole investment power for 3,935,169 shares. This holder is located at 50 Hudson Yards, New York, NY 10001.

(5)The address of our directors and executive officers is c/o Enhabit, Inc., 6688 N. Central Expressway, Suite 1300, Dallas, Texas 75206.

(6)Includes 286,342 shares issuable upon exercise of options.

(7)Includes 1,712 shares held by Ms. Marion’s spouse.

Equity Compensation Plan Information

The following table sets forth, as of December 31, 2025, information concerning compensation plans under which our securities are authorized for issuance. The table does not reflect grants, awards, exercises, terminations, or expirations since that date. All share amounts and exercise prices have been adjusted to reflect stock splits that occurred after the date on which any particular underlying plan was adopted, to the extent applicable.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3)
	(a)(#)	(b)($)	(c)(#)
Equity compensation plans approved by security holders	2,637,233	24.44	5,154,079
Equity compensation plans not approved by security holders	—	—	—
Total	2,637,233	24.44	5,154,079

(1) Includes shares of our common stock to be issued under PSUs outstanding under the Omnibus Plan assuming we meet the target performance goals for the applicable three-year performance period.

(2) Represents the weighted-average exercise price of outstanding stock options only and excludes PSU and RSU awards because those awards do not have an exercise price.

(3) Represents the number of securities available for future issuance under the Omnibus Plan (which permits the grant of many types of awards, including awards other than options, warrants and rights).

Item 13. Certain Relationships and Related Transactions, and Director Independence

Review and Approval of Transactions with Related Persons

All related party transactions must be approved in accordance with our written Related Party Transactions Policy. As defined in our Related Party Transaction Policy, a “related party” is any executive officer, Board member, or director nominee; any immediate family member of an executive officer, Board member, or director nominee; or any beneficial owner of more than 5% of any class of the Company’s voting securities. A related party transaction is a transaction or relationship in which the Company or any of its subsidiaries is a participant, and any related party has or will have a direct or indirect interest. Pursuant to our Related Party Transaction Policy, the Board has determined that certain transactions do not constitute related party transactions. These include:

•compensation of the executive officers and Board members, including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business;

•any transaction involving indemnification or advancement of expenses made pursuant to the Company’s certificate of incorporation, bylaws, or an agreement approved by the Board;

•any transaction with another firm, corporation or entity at which a related party’s only relationship is as an employee of such other firm, corporation or entity, provided the aggregate amount involved does not exceed the greater of $1 million or 1% of such other company’s annual consolidated gross revenues;

•any transaction with another firm, corporation or entity at which a related party’s only relationship is as a director or as the owner together with any other related party of less than a ten percent equity or limited partnership interest in the entity (and none of such related parties serves as a general partner);

•any transaction in which the related party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the related party; and

•any transaction involving a related party where the rates or charges involved are determined by competitive bids.

Each director, director nominee and executive officer is responsible for providing prompt written notice to the General Counsel of any potential related party transaction. If the General Counsel determines that the proposed transaction is a related party transaction, it is submitted to the Nominating & Corporate Governance Committee (the “N&CG Committee”) for review and approval. The N&CG Committee may determine either to permit the related party transaction or prohibit it, if such transaction is inconsistent with the interests of the Company and its stockholders. The N&CG Committee considers, among other matters, whether a transaction between a related party and the Company presents any inappropriate conflicts of interest or impairs the “independence” of an outside director, or both. Any member of the N&CG Committee who has an interest in the transaction under discussion must abstain from voting on the approval of the related party transaction. In addition, the N&CG Committee or its chairperson may determine that a related party transaction should be brought before the Board, and the Board may in any case elect to review any such matter.

Since the beginning of our last fiscal year, there have been no related party transactions between the Company and a related party that would be reportable under SEC rules or regulations.

Director Independence

The NYSE listing standards require that the Company have a majority of independent directors and provide that no director will qualify as “independent” for these purposes unless the Board affirmatively determines that the director has no material relationship with the Company. Additionally, the listing standards set forth a list of relationships and transactions that would prevent a finding of independence if a director or an immediate family member of that director were a party. Other than Ms. Jacobsmeyer, our President and CEO, the Board is entirely independent.

On an annual basis, the Board undertakes a review of the independence of the directors. In accordance with the NYSE listing standards, we do not consider a director to be independent unless the Board determines (1) the director meets all NYSE independence requirements and (2) the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). Members of the Audit & Finance, Compensation & Human Capital, and Nominating & Corporate Governance Committees must also meet applicable independence tests of the NYSE and the SEC. In connection with this determination, each director and executive officer completes a questionnaire which requires disclosure of, among other topics: any transactions or relationships between any director or any member of his or her immediate family and the Company and its subsidiaries, affiliates, our independent registered public accounting firm or any advisors to the Compensation & Human Capital Committee; any

transactions or relationships between any director or any member of his or her immediate family and members of the senior management of the Company or their affiliates; and any charitable contributions to not-for-profit organizations for which our directors or immediate family members serve as executive officers.

Our Board has determined that all nine of our non-employee directors are independent in accordance with our Corporate Governance Guidelines and the NYSE listing standards. All of the members of the Audit & Finance, Compensation & Human Capital, Nominating & Corporate Governance, and Care, Compliance & Cybersecurity Committees satisfy those independence tests.

Item 14. Principal Accountant Fees and Services

Pre-Approval of Principal Accountant Services

The Audit & Finance Committee is responsible for the appointment, oversight, and evaluation of our independent registered public accounting firm. In accordance with our Audit & Finance Committee’s charter, our Audit & Finance Committee must approve, in advance of the service, all audit and permissible non-audit services provided by our independent registered public accounting firm. Our independent registered public accounting firm may not be retained to perform the non-audit services specified in Section 10A(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit & Finance Committee has concluded that provision of the non-audit services described in that section is not compatible with maintaining the independence of PricewaterhouseCoopers LLP.

The Audit & Finance Committee has established a policy regarding pre-approval of audit and permissible non-audit services provided by our independent registered public accounting firm, as well as all engagement fees and terms for our independent registered public accounting firm. Under the policy, the Audit & Finance Committee must approve the services to be rendered and fees to be charged by our independent registered public accounting firm. Typically, the Audit & Finance Committee approves services up to a specific amount of fees. The Audit & Finance Committee must then approve, in advance, any services or fees exceeding those pre-approved levels. The Audit & Finance Committee has delegated general pre-approval authority of up to $30,000 to the Audit & Finance Committee chairperson.

Principal Accountant Fees and Services

With respect to the audits for the years ended December 31, 2025 and 2024, the Audit & Finance Committee approved the audit services to be performed by PricewaterhouseCoopers LLP, as well as certain categories and types of audit-related and permitted non-audit services. In 2025 and 2024, the Audit & Finance Committee approved all audit, audit-related, and other fees in accordance with SEC pre-approval rules. The following table shows the aggregate fees paid or accrued for professional services rendered by PricewaterhouseCoopers LLP for the years ended December 31, 2025 and 2024, with respect to various services provided to us and our subsidiaries.


	For the Year Ended December 31,		For the Year Ended December 31,
(in millions)	2025		2024
Audit fees	$	2.2	$	2.1
Audit-related fees	—		—
Total audit and audit-related fees	2.2		2.1
Tax fees	—		—
All other fees	—		—
Total fees	$	2.2	$	2.1

AUDIT COMMITTEE REPORT

The Audit & Finance Committee’s principal purpose is to assist the Board in its general oversight of the Company’s accounting and financial reporting processes, the qualifications and selection of the independent registered public accounting firm engaged by the Company, and the performance of the Company’s internal audit department and independent registered public accounting firm. The Audit & Finance Committee members’ functions are not intended to duplicate or to certify the activities of management or the Company’s independent registered public accounting firm.

Management has the primary responsibility for establishing and maintaining effective systems of internal and disclosure controls (including internal control over financial reporting), for preparing financial statements, and for the public reporting process. Management also is responsible to attest, as of December 31, 2025, to the effectiveness of the Company’s system of internal control over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act.

PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements and for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles in the United States. Our independent registered public accounting firm is also responsible for auditing our internal control over financial reporting and for expressing an opinion on our internal control over financial reporting.

In its oversight role, the Audit & Finance Committee relies on the expertise, knowledge and assurances of management, the internal auditors, and the independent registered public accounting firm. In this context, the Audit & Finance Committee:

•reviewed and discussed with management and PricewaterhouseCoopers LLP the audited consolidated financial statements for the year ended December 31, 2025, and our internal control over financial reporting;

•discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission (the “SEC”); and

•received the written disclosures and the letter from PricewaterhouseCoopers LLP required by PCAOB Rule 3526 (Communication with Audit & Finance Committees Concerning Independence) and discussed with PricewaterhouseCoopers LLP its independence.

The Audit & Finance Committee also discussed with the Company’s internal auditors and PricewaterhouseCoopers LLP the overall scope and plans for their respective audits and met in executive sessions with each of management, the internal auditors, and PricewaterhouseCoopers LLP.

The Audit & Finance Committee was kept apprised of the progress of management’s assessment of the Company’s internal control over financial reporting and provided oversight to management during the process.

Based on the review and discussions described above, the Audit & Finance Committee recommended to the board of directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

Audit & Finance Committee

Gregory S. Rush (Chairperson)

Jeffrey W. Bolton

Mark W. Ohlendrof

Barry P. Schochet

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following Exhibits are filed as part of this report as required by Regulation S-K.

Exhibit

Number

Exhibit Description

2.1

Separation and Distribution Agreement, dated as of June 30, 2022, by and between Encompass Health Corporation and Enhabit, Inc. (incorporated by reference to Exhibit 2.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on July 5, 2022).

2.2

Transition Services Agreement, dated as of June 30, 2022, by and between Encompass Health Corporation and Enhabit, Inc. (incorporated by reference to Exhibit 2.2 to Enhabit, Inc.’s Current Report on Form 8-K filed on July 5, 2022).

2.3

Second Amendment to Transition Service Agreement, dated as of September 1, 2023, by and between Encompass Health Corporation and Enhabit, Inc. (incorporated by reference to Exhibit 2.3 to Enhabit, Inc.’s Annual Report on Form 10-K filed on March 15, 2024).

2.4

Tax Matters Agreement, dated as of June 30, 2022, by and between Encompass Health Corporation and Enhabit, Inc. (incorporated by reference to Exhibit 2.3 to Enhabit, Inc.’s Current Report on Form 8-K filed on July 5, 2022).

2.5

Employee Matters Agreement, dated as of June 30, 2022, by and between Encompass Health Corporation and Enhabit, Inc. (incorporated by reference to Exhibit 2.4 to Enhabit, Inc.’s Current Report on Form 8-K filed on July 5, 2022).

2.6

Agreement and Plan of Merger, dated February 22, 2026, by and among Enhabit, Inc., Anchor Parent, LLC and Anchor Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on February 23, 2026).

3.1

Amended and Restated Certificate of Incorporation of Enhabit, Inc. (incorporated by reference to Exhibit 3.1.2 to Enhabit, Inc.’s Current Report on Form 8-K filed on July 5, 2022).

3.2

Amended and Restated Bylaws of Enhabit, Inc. (incorporated by reference to Exhibit 3.2 to Enhabit, Inc.’s Quarterly Report on Form 10-Q filed on November 14, 2022).

4.1

Description of Enhabit, Inc.’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Enhabit, Inc.’s Annual Report on Form 10-K filed on April 14, 2023).

10.1*

Enhabit, Inc. 2022 Omnibus Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on July 5, 2022).

10.2*

Enhabit, Inc. Executive Severance Plan (Amended and Restated as of February 22, 2023) (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on February 28, 2023).

10.3*

Enhabit, Inc. Executive Change in Control Benefits Plan (Amended and Restated as of February 22, 2023) (incorporated by reference to Exhibit 10.2 to Enhabit, Inc.’s Current Report on Form 8-K filed on February 28, 2023).

10.4*

Form of Restricted Stock Unit Agreement pursuant to the Enhabit, Inc. 2022 Omnibus Performance Incentive Plan (incorporated by reference to Exhibit 10.5 to Enhabit, Inc.'s Annual Report on Form 10-K filed on April 14, 2023).

10.5*

Form of Performance-Based Restricted Stock Unit Agreement pursuant to the Enhabit, Inc. 2022 Omnibus Performance Incentive Plan (incorporated by reference to Exhibit 10.6 to Enhabit, Inc.'s Annual Report on Form 10-K filed on April 14, 2023).

10.6*

Form of Non-Qualified Stock Option Agreement pursuant to the Enhabit, Inc. 2022 Omnibus Performance Incentive Plan (incorporated by reference to Exhibit 10.7 to Enhabit, Inc.'s Annual Report on Form 10-K filed on April 14, 2023).

10.7*

Form of Enhabit, Inc. Employee Restricted Stock Award Agreement (Enhabit, Inc. 2022 Omnibus Performance Incentive Plan) (incorporated by reference to Exhibit 10.7 to Enhabit Inc.’s Amendment No. 1 to Form 10 filed on June 9, 2022).

10.8*

Form of Enhabit, Inc. Restricted Stock Unit Agreement (Enhabit, Inc. 2022 Omnibus Performance Incentive Plan) (incorporated by reference to Exhibit 10.6 to Enhabit, Inc.’s Amendment No. 1 to Form 10 filed on June 9, 2022).

10.9*

Enhabit, Inc. 2025 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on June 26, 2025).

10.10*

Form of Restricted Stock Unit Agreement – Directors pursuant to the Enhabit, Inc. 2025 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Enhabit, Inc.’s Quarterly Report on Form 10-Q filed on August 7, 2025).

10.11*

Form of Restricted Stock Units Agreement (Special Retention Grant), pursuant to the 2025 Enhabit, Inc. Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Enhabit, Inc.’s Current Report on Form 8-K filed on August 6, 2025).

10.12*

Form of Restricted Stock Unit Agreement pursuant to the Enhabit, Inc. 2025 Equity and Incentive Plan (incorporated by reference to Exhibit 10.12 to Enhabit, Inc.’s Annual Report on Form 10-K filed on March 5, 2026).

10.13*

Form of Performance-Based Restricted Stock Unit Agreement pursuant to the Enhabit, Inc. 2025 Equity and Incentive Plan (incorporated by reference to Exhibit 10.13 to Enhabit, Inc.’s Annual Report on Form 10-K filed on March 5, 2026).

10.14*

Enhabit, Inc. Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Enhabit, Inc.’s Quarterly Report on Form 10-Q filed on November 8, 2024).

10.15*

Form of Restrictive Covenants Agreement (incorporated by reference to Exhibit 10.5 to Enhabit, Inc.’s Amendment No. 1 to Form 10 filed on June 9, 2022).

10.16*

Transition, Separation and Release Agreement between Advanced Homecare Management, LLC d/b/a Enhabit Home Health & Hospice and Barbara A. Jacobsmeyer, dated August 5, 2025 (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on August 6, 2025).

10.17*

Form of Restrictive Covenants Agreement by and between the Company and Ryan Solomon (incorporated by reference to Exhibit 10.3 to Enhabit, Inc.’s Current Report on Form 8-K filed on November 7, 2024).

10.18

Separation and Release Agreement between Advanced Homecare Management, Inc. d/b/a Enhabit Home Health & Hospice and Crissy Carlisle, dated August 6, 2024 (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on August 6, 2024).

10.19*

Form of Cash Retention Bonus Letter Agreement (Executive Officers) (incorporated by reference to Exhibit 10.3 to Enhabit, Inc.’s Current Report on Form 8-K filed on August 6, 2025).

10.20

Credit Agreement, dated as of June 1, 2022, by and among Enhabit, Inc., Wells Fargo Bank, N.A., as administrative agent, collateral agent and swingline lender, and various other lenders from time to time party thereto (incorporated by reference to Exhibit 10.4 to Enhabit, Inc.’s Amendment No. 1 to Form 10 filed on June 9, 2022).

10.21

First Amendment to Credit Agreement, dated as of June 27, 2023, by and among Enhabit, Inc., Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, and various other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on June 28, 2023).

10.22

Limited Waiver to the Credit Agreement, dated as of September 29, 2023, by and among Enhabit, Inc., Wells Fargo Bank, as administrative agent, collateral agent, and swingline lender, and various other lenders (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on October 2, 2023).

10.23

Second Amendment to the Credit Agreement, dated as of November 3, 2023, by and among Enhabit, Inc., Wells Fargo Bank, as administrative agent, collateral agent, and swingline lender, and various other lenders (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on November 7, 2023).

10.24

Amended and Restated Credit Agreement, dated as of February 26, 2026, by and among Enhabit, Inc., Wells Fargo Bank, National Association, as administrative agent, collateral agent and swingline lender, and each issuing bank and lender from time to time party thereto (incorporated by reference to Exhibit 10.1 to Enhabit, Inc’s Current Report on Form 8-K filed on March 3, 2026).

10.25

Form of Voting and Support Agreement by and among Anchor Parent, LLC, Anchor Merger Sub, Inc. and the stockholders party thereto (included as Exhibit C in Exhibit 2.1) (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on February 23, 2026).

19.1

Enhabit, Inc. Insider Trading Policy, amended and restated, February 19, 2025 (incorporated by reference to Exhibit 19.1 to Enhabit, Inc.’s Annual Report on Form 10-K filed on March 5, 2026).

21.1

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Enhabit, Inc.’s Annual Report on Form 10-K filed on March 5, 2026).

23.1

Consent of PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 23.1 to Enhabit, Inc.’s Annual Report on Form 10-K filed on March 5, 2026).

31.1†

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2†

Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

97.1

Enhabit, Inc. Incentive Compensation Recoupment Policy, dated December 1, 2023 (incorporated by reference to Exhibit 97.1 to Enhabit, Inc.’s Annual Report on Form 10-K filed on March 15, 2024).

101.INS†

XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH†

Inline XBRL Taxonomy Extension Schema Document.

101.CAL†

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF†

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB†

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE†

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

† Submitted electronically herewith.

* Indicates management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.

Appendix A

Reconciliations of Non-GAAP Financial Measures to GAAP Results

Adjusted EBITDA is a non-GAAP measure of our financial performance. Management believes Adjusted EBITDA assists investors in comparing our operating performance across operating periods on a consistent basis by excluding items we do not believe are indicative of our operating performance.

We calculate Adjusted EBITDA as Net income (loss) adjusted to exclude (i) interest expense, net and amortization of debt discounts and fees, (ii) provision for or benefit from income taxes, (iii) depreciation and amortization, (iv) gains or losses on disposal or impairment of assets or goodwill, (v) stock‑based compensation, (vi) net income attributable to noncontrolling interests, and (vii) unusual or nonrecurring items not typical of ongoing operations.

Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles in the United States of America (“GAAP”), and the items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Therefore, Adjusted EBITDA should not be considered a substitute for Net income (loss). Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. Revenues and expenses are measured in accordance with the policies and procedures described in Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements accompanying the 2025 Form 10-K.

Reconciliation of Net (loss) Income to Adjusted EBITDA


	For the Year Ended December 31,
	2025
	(In Millions)
Net income (loss)	$	(2.6)
Interest expense, net and amortization of debt discounts and fees	33.8
Provision for (benefit from) income taxes	4.0
Depreciation and amortization	22.5
(Gain) loss on disposal of assets	(19.1)
Impairment of goodwill	44.7
Impairment of intangible assets	3.0
Stock-based compensation	16.6
Net income attributable to noncontrolling interests	(2.0)
Unusual or nonrecurring items not typical of ongoing operations	7.6
Adjusted EBITDA	$	108.5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENHABIT, INC.

By:

/s/ Ryan T. Solomon

Name:

Ryan T. Solomon

Title:

Chief Financial Officer

Date:

April 30, 2026

[Signatures continue on the following page]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment to the Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:

Signature

Title

Date

/s/ Barb Jacobsmeyer

President and Chief Executive Officer and Director
(Principal Executive Officer)

April 30, 2026

Barb Jacobsmeyer

/s/ Ryan Solomon

Chief Financial Officer
(Principal Financial and Accounting Officer)

April 30, 2026

Ryan Solomon

Director

April 30, 2026

Jeffrey W. Bolton

Director

April 30, 2026

Tina L. Brown-Stevenson

Director

April 30, 2026

Charles M. Elson

Director

April 30, 2026

Erin P. Hoeflinger

Director

April 30, 2026

Stuart McGuigan

Director

April 30, 2026

Mark W. Ohlendorf

April 30, 2026

Stephan S. Rodgers

Director

April 30, 2026

Greg S. Rush

Director

April 30, 2026

Barry Schochet

/s/ Dylan C. Black

April 30, 2026

Dylan C. Black

Attorney-in-fact

* Signed by Dylan C. Black pursuant to a power of attorney.

Source: View Original Filing on SEC EDGAR

FAQ

What does Enhabit (EHAB) disclose in this 10-K/A amendment?

Enhabit adds Part III details on directors, executive officers, governance and 2025 compensation. It outlines board structure, committee responsibilities, pay philosophy, incentive plan metrics, equity awards and severance and change‑in‑control protections for senior leaders.

How is Enhabit’s 2025 executive pay structured for EHAB leadership?

Executive pay combines base salary, annual cash incentives and long-term equity awards. Most value is performance-based through bonuses tied to financial and quality metrics and performance-based restricted stock units, complemented by time-based restricted stock units to support retention and equity ownership.

What financial metrics drove Enhabit’s 2025 bonuses for EHAB executives?

The 2025 senior management bonus plan used Adjusted EBITDA, revenue growth, a quality scorecard and a people metric. Adjusted EBITDA was $108.5 million, or 55% of target, revenue growth was 2.4% below threshold, and overall payouts were 50% of target after committee discretion.

How much incentive compensation did Enhabit’s CEO target for 2025?

CEO Barbara Jacobsmeyer’s 2025 target total direct compensation was $4.42 million, including $850,000 base salary, $892,500 target annual incentive and $2.68 million target long-term equity. A majority of her compensation depends on achieving multi‑year financial and shareholder return goals.

What say-on-pay result did Enhabit (EHAB) report for 2025?

Enhabit reports strong shareholder support for its executive compensation. At the 2025 annual meeting, more than 98.9% of votes cast (excluding broker non‑votes) approved the say‑on‑pay proposal, signaling broad investor backing for the company’s 2025 pay design and outcomes.

What clawback and risk controls does Enhabit use for executive pay?

Enhabit adopted a Dodd‑Frank‑compliant Incentive Compensation Recoupment Policy in 2023, plus a supplemental policy allowing recoupment after certain misconduct. It also conducts annual compensation risk assessments, uses double‑trigger equity vesting on change in control and prohibits hedging or pledging of company stock.

Enhabit (NYSE: EHAB) details 2025 executive pay, board structure and clawbacks

Rhea-AI Filing Summary

Positive

Negative

Key Figures

Key Terms

FAQ

What does Enhabit (EHAB) disclose in this 10-K/A amendment?

How is Enhabit’s 2025 executive pay structured for EHAB leadership?

What financial metrics drove Enhabit’s 2025 bonuses for EHAB executives?

How much incentive compensation did Enhabit’s CEO target for 2025?

What say-on-pay result did Enhabit (EHAB) report for 2025?

What clawback and risk controls does Enhabit use for executive pay?