EHAB 10-K Annual Report Dec. 31, 2023 | Alphaminr

EHAB 10-K Fiscal year ended Dec. 31, 2023

CIK: 1803737
Filing Type: 10-K/A
Report Date: 2023-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1803737/000180373724000048/ehab-20231231.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [ Reserved ]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form-k Summary

Exhibits

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. 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). 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 Restatedas 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 Restatedasof 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 10.7to 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* 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). 10.10 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). 10.11 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). 10.12 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). 10.13 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). 19.1 Enhabit, Inc. Insider Trading Policy, dated February 22, 2023 (incorporated by reference to Exhibit 19.1 to Enhabit, Inc.s Annual Report on Form 10-K filed on April 14, 2023). 21.1 List of Subsidiaries. 23.1 Consent of PricewaterhouseCoopers LLP. 31.1 Certification by the Chief Executive Officer pursuant to Rules 13a-14(a) and 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 by the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Enhabit, Inc. Incentive Compensation Recoupment Policy, datedDecember 1, 2023.