UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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☐ Preliminary Proxy Statement

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☐ Definitive Proxy Statement

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☐ Soliciting Material Under § 240.14a-12

ENHABIT, INC.

(Name of Registrant as Specified In Its Charter)

AREX CAPITAL MASTER FUND, LP

AREX CAPITAL PARTNERS, LP

AREX CAPITAL, LTD.

AREX CAPITAL GP, LLC

AREX CAPITAL MANAGEMENT, LP

AREX CAPITAL MANAGEMENT GP, LLC

ANDREW RECHTSCHAFFEN

JAMES T. CORCORAN

MEGAN AMBERS

MAXINE HOCHHAUSER

MARK W. OHLENDORF

ANNA-GENE O’NEAL

DR. GREGORY S. SHEFF

JUAN VALLARINO

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

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AREX Capital Master Fund, LP, an exempted limited partnership organized under the laws of the Cayman Islands, together with the other participants named herein (collectively, “AREX”), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2024 annual meeting of stockholders (the “Annual Meeting”) of Enhabit, Inc., a Delaware corporation (the “Company”).

Item 1: On June 17, 2024, AREX issued an open letter to its fellow stockholders titled, “AREX Sets the Record Straight”, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference.

Item 2: On June 17, 2024, AREX Capital Master issued the following press release:

AREX CAPITAL SETS THE RECORD STRAIGHT REGARDING ENHABIT’S MISLEADING ASSERTIONS

Reiterates Need for Boardroom Change This Year Following Enhabit’s Staggering Operating and Financial Underperformance

Believes Enhabit’s Stockholders Deserve Leadership That Can Navigate Challenging External Environment

Disappointed by Board’s Continued Refusal to Engage

Urges Stockholders to Vote FOR the AREX Nominees—Who are Best Positioned to Rehabilitate Enhabit—on the WHITE Proxy Card

New York (June 17, 2024) — AREX Capital Management, LP (together with its affiliates, “AREX” or “we”), the beneficial owner of approximately 4.9% of the outstanding common shares of Enhabit, Inc. (NYSE: EHAB) (“Enhabit”), today issued an open letter to its fellow stockholders regarding the misleading statements in Enhabit’s recent communications.

The full text of the letter can be found here: AREX Sets the Record Straight.¹

We believe voting for all seven of AREX’s nominees on the WHITE proxy card at the upcoming 2024 Annual Meeting of Stockholders is the best way to ensure that Enhabit can remain a leader in the home health and hospice industries with a Board that is capable of effective management oversight and is accountable to stockholders.

Stockholders are encouraged to visit www.rehabEHAB.com for additional information.

About AREX

AREX Capital Management, LP is a value-oriented investment firm based in New York City. AREX takes a long-term, opportunistic approach to investing and focuses primarily on publicly traded companies with significant, unrealized potential.

¹ https://www.rehabehab.com/_files/ugd/4b2160_4ab041adcfc9414fb3250bc93918baea.pdf

Investor Contact

Saratoga Proxy Consulting
John Ferguson
(212) 257-1311
rehabEHAB@saratogaproxy.com

Media Contact

Longacre Square Partners
Greg Marose / Charlotte Kiaie
(646) 386-0091
rehabEHAB@longacresquare.com

Item 3: AREX posted the following material to www.rehabehab.com: