Enhabit (EHAB) Proxy Filing summary

Executive summary

• A definitive agreement was reached for acquisition by Kinderhook Industries, with stockholders to receive $13.80 per share in cash, representing a 24.4% premium to the last closing price and a 33.8% premium to the 60-day average.

• The transaction values the company at approximately $1.1 billion and will result in it becoming a private entity, delisting from the NYSE.

• The board of directors unanimously approved the transaction, citing maximized value for stockholders and long-term benefits for employees and patients.

• The deal is expected to close in Q2 2026, pending stockholder and regulatory approvals.

Voting matters and shareholder proposals

• Stockholder approval is required for the merger, with a special meeting to be announced.

• Certain executive officers have entered into voting and support agreements to vote in favor of the transaction.

• The proxy statement will be filed with the SEC and will contain important information for investors.

Board of directors and corporate governance

• The board unanimously approved the merger after thorough evaluation and consultation with independent advisors.

• The board retains the right to change its recommendation in response to a superior proposal or intervening event, following a defined process.