ehab-20251231

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	—	—	—	—	—	—

Amendment: SEC Form 10-K/A filed by Enhabit Inc.