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EHC 8-K filings, explained
Every material Form 8-K Encompass Health has filed with the SEC since October 28, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Encompass Health said its Sea Pines Rehabilitation Hospital in Melbourne, Florida, remains closed indefinitely after torrential rains on Nov. 1-2, 2026 caused flooding and substantial damage. The company reaffirmed its full-year 2026 guidance, which it said excludes closure-related costs and insurance proceeds from non-GAAP measures, but the closure removes a 90-bed facility from its operations while the joint venture evaluates repair or replacement options.
Sea Pines is a 90-bed hospital owned by a joint venture between Encompass Health and Holmes Regional Medical Center, a subsidiary of Health First.
For the first nine months of 2026, Sea Pines had net operating revenue of approximately $44 million and contributed approximately $14 million to Adjusted EBITDA.
Full-year 2026 guidance was reaffirmed: net operating revenue of $6,450 million to $6,500 million, Adjusted EBITDA of $1,395 million to $1,415 million, and adjusted EPS of $6.23 to $6.37.
All patients were evacuated safely, and the joint venture is in discussions with its partner on the path forward for reopening.
Encompass Health reported third-quarter 2026 net operating revenue of $1.6 billion, up 8.9% from a year earlier, and diluted earnings per share from continuing operations of $1.51, up from $1.24. The company raised its full-year 2026 guidance for revenue, Adjusted EBITDA and adjusted earnings per share, which gives shareholders a higher expected range for the year.
Q3 2026 net operating revenue was $1,609.5 million, up 8.9% from $1,477.5 million; Adjusted EBITDA was $346.6 million, up 15.5%.
Diluted EPS from continuing operations was $1.51 versus $1.24; adjusted EPS was $1.52 versus $1.23.
2026 adjusted EPS guidance rose to $6.23 to $6.37 from $6.02 to $6.25; Adjusted EBITDA guidance rose to $1,395 million to $1,415 million from $1,365 million to $1,395 million.
Management will discuss the results on an earnings call at 10:00 a.m. Eastern Time on Thursday, October 29, 2026.
Encompass Health reported second-quarter 2026 net operating revenue of $1.6 billion, up 9.6% from a year earlier, and adjusted earnings per share of $1.55, up 10.7%. The company raised its full-year 2026 guidance for revenue, Adjusted EBITDA and adjusted EPS, and increased its common stock repurchase authorization to $1 billion, which may matter to shareholders because it signals higher expected earnings and more capital returned to shareholders.
Q2 2026 net operating revenue was $1,597.4 million, up from $1,457.7 million, and Adjusted EBITDA was $348.0 million, up from $318.6 million.
Full-year 2026 adjusted EPS guidance was raised to $6.02 to $6.25 from $5.89 to $6.11; Adjusted EBITDA guidance was raised to $1,365 million to $1,395 million from $1,350 million to $1,380 million.
The board approved on July 23, 2026 an increase in the repurchase authorization to $1 billion; $145.8 million was repurchased year to date and about $188 million remained under the prior authorization as of June 30, 2026.
Adjusted free cash flow was $177.0 million in the quarter, down 4.8% from $185.9 million a year earlier.
Encompass Health completed a $500 million private offering of 5.875% senior notes due 2034 on May 29, 2026, with net proceeds of about $491.2 million. The company plans to use the proceeds, along with cash on hand, to redeem $400 million of its 4.500% notes due 2028 and repay $100 million on its revolving credit facility, which refinances part of its existing debt rather than adding a stated new use of funds.
Notes: $500 million principal, 5.875% annual interest, maturing June 1, 2034
Net proceeds of approximately $491.2 million after discounts and expenses
Plans to redeem $400 million of the $800 million 4.500% notes due 2028 and repay $100 million on the revolving credit facility
Computershare Trust Company is trustee under the indenture
Encompass Health priced a private offering of $500 million of 5.875% senior notes due 2034 at 100% of principal, with closing expected on or about May 29, 2026. The company plans to use the proceeds, together with cash on hand, to redeem $400 million of its 4.500% notes due 2028 at par and to repay $100 million under its revolving credit facility, which changes the mix of its debt but the filing does not state a figure for the effect on interest expense.
$500 million principal of 5.875% senior notes due 2034 priced at 100% of principal, announced May 14, 2026
Expected closing on or about May 29, 2026, subject to customary conditions; interest paid semiannually on June 1 and Dec. 1, starting Dec. 1, 2026
Proceeds plus cash on hand: $400 million to redeem 4.500% notes due 2028 (of $800 million outstanding) and $100 million to repay revolver borrowings
Encompass Health reported first-quarter 2026 net operating revenue of $1,586.6 million, up 9.0%, and diluted earnings per share from continuing operations of $1.77, up from $1.48 a year earlier. The company raised its full-year 2026 guidance for revenue, Adjusted EBITDA, and adjusted earnings per share, though adjusted free cash flow declined 12.9%.
Q1 2026 net operating revenue was $1,586.6 million versus $1,455.4 million, up 9.0%
Q1 2026 diluted EPS from continuing operations was $1.77 versus $1.48; adjusted EPS was $1.60 versus $1.37
Full-year 2026 guidance: net operating revenue raised to $6,375 million to $6,470 million; adjusted EPS raised to $5.89 to $6.11
Adjusted free cash flow was $193.8 million, down from $222.4 million, and included a $17.5 million pre-tax gain on the sale of Gamma Knife
Encompass Health entered a new $1 billion revolving credit facility with Truist Bank as administrative agent on March 9, 2026, and used it to repay in full the remaining amounts under its 2022 credit agreement with Barclays. The new facility matures March 9, 2031, rather than October 7, 2027, and carries slightly lower fees and relaxed limits on investments, debt, liens and restricted payments. The refinancing extends the company's borrowing terms and loosens some covenants, which matters to shareholders because it changes the company's debt structure and flexibility.
New $1 billion revolving credit facility dated March 9, 2026, with maturity on March 9, 2031
On March 9, 2026, $250.0 million was drawn on the revolver to retire the 2022 Credit Agreement balance
Covenants include minimum Interest Coverage Ratio of 3.00:1.00 and maximum Leverage Ratio of 4.50:1.00, except for a Significant Acquisition
Accordion feature allows increases of the greater of $1.4 billion or 100% of trailing four-quarter Adjusted Consolidated EBITDA, subject to a 3.50:1.00 Senior Secured Leverage Ratio test
Encompass Health reported fourth-quarter 2025 net operating revenue of $1.54 billion, up 9.9% from a year earlier, and diluted earnings per share from continuing operations of $1.42, up from $1.18. The company also issued 2026 guidance, including adjusted earnings per share of $5.81 to $6.10, which gives shareholders a company-set benchmark for the year ahead.
Q4 2025 net operating revenue was $1.54 billion, up 9.9% from $1.41 billion in Q4 2024.
Q4 2025 adjusted EBITDA was $335.6 million, up 15.9%; adjusted EPS was $1.46, up 24.8%.
2026 guidance: net operating revenue of $6.365 billion to $6.465 billion and adjusted EBITDA of $1.340 billion to $1.380 billion.
The company will hold its earnings call at 10:00 a.m. Eastern Time on February 6, 2026.
Encompass Health's board elected Cain A. Hayes as a director on January 30, 2026, and the company announced the appointment on February 2, 2026. The board has determined Hayes is independent under NYSE listing standards, and he has not yet been named to a committee. The filing reports no financial results or guidance, so the change is a board-composition update rather than a direct financial event.
Board elected Cain A. Hayes as director on January 30, 2026, on the recommendation of the Nominating/Corporate Governance Committee
Board has determined Hayes is independent under NYSE listing standards; no committee assignment yet
Hayes retired as president and CEO of Point32Health, Inc. in 2024 and previously led Gateway Health Plan, Inc.
Compensation follows the standard nonemployee director practices described in the April 1, 2025 proxy statement
Encompass Health reported third-quarter 2025 net operating revenue of $1,477.5 million, up 9.4% from a year earlier, and adjusted earnings per share of $1.23, up from $1.03. The company raised its full-year 2025 guidance for adjusted EBITDA and adjusted EPS, and its revenue range was narrowed. Adjusted free cash flow fell 8.2% in the quarter, to $174.2 million.
Q3 2025 diluted EPS from continuing operations was $1.24, up from $1.07; adjusted EPS was $1.23, up from $1.03.
Q3 adjusted EBITDA was $300.1 million, up 11.4% from $269.3 million; adjusted free cash flow was $174.2 million, down from $189.7 million.
Full-year 2025 adjusted EPS guidance rose to $5.22 to $5.37 from $5.12 to $5.34; adjusted EBITDA guidance rose to $1,235 million to $1,255 million from $1,220 million to $1,250 million.
Full-year 2025 net operating revenue guidance was narrowed to $5,905 million to $5,955 million from $5,880 million to $5,980 million.
Encompass Health said director Patricia Maryland retired from its board of directors effective immediately, citing health reasons. The filing discloses no replacement, financial figures, or change in company operations.
Patricia Maryland informed the company of her retirement decision on September 17, 2025.
Retirement is for health reasons and is effective immediately.
Chairman Greg Carmichael thanked Maryland for her contributions to the board.
Encompass Health reported second-quarter 2025 net operating revenue of $1,457.7 million, up 12.0% from $1,301.2 million a year earlier, and diluted earnings per share from continuing operations of $1.40, up from $1.13. The company raised its full-year 2025 guidance for net operating revenue, adjusted EBITDA and adjusted earnings per share, which gives shareholders a higher outlook for the year.
Q2 2025 net operating revenue was $1,457.7 million, up 12.0%; diluted EPS from continuing operations was $1.40 versus $1.13.
Adjusted EPS was $1.40 versus $1.11 a year earlier; adjusted EBITDA was $318.6 million, up 17.2%.
Full-year 2025 adjusted EPS guidance rose to $5.12 to $5.34 from $4.85 to $5.10; net operating revenue guidance rose to $5,880 to $5,980 million.
Management will discuss results on an earnings call at 10:00 a.m. Eastern Time on August 5, 2025.
At its May 1, 2025 annual meeting, Encompass Health stockholders passed all four proposals: electing 10 directors, ratifying PricewaterhouseCoopers LLP as auditor, approving named executive officer compensation, and approving the 2025 Omnibus Performance Incentive Plan. The filing reports vote results and attaches the incentive plan as Exhibit 10.1, which shareholders can review for its terms.
All 10 director nominees were elected; Greg D. Carmichael received 87,805,760 votes for and 2,107,016 against.
PwC ratification passed with 91,374,755 votes for and 3,403,771 against.
Named executive officer compensation approval passed with 87,426,450 votes for and 2,187,504 against.
2025 Omnibus Performance Incentive Plan passed with 85,524,738 votes for and 4,376,186 against, plus 4,876,924 broker non-votes.
Encompass Health reported first-quarter 2025 net operating revenue of $1.46 billion, up 10.6% from a year earlier, and diluted earnings per share from continuing operations of $1.48, up from $1.11. The company raised its full-year 2025 adjusted earnings per share guidance to $4.85 to $5.10, from $4.67 to $4.96, and also named Patrick W. Tuer as Executive Vice President and Chief Operating Officer.
Q1 2025 net operating revenue was $1,455.4 million, up 10.6% from $1,316.0 million in Q1 2024.
Diluted EPS from continuing operations was $1.48 versus $1.11; adjusted EPS was $1.37 versus $1.12.
Full-year 2025 guidance raised: adjusted EPS to $4.85 to $5.10 (from $4.67 to $4.96) and adjusted EBITDA to $1,185 million to $1,220 million (from $1,160 million to $1,200 million).
Patrick W. Tuer, age 41, appointed EVP and COO with a $450,000 base salary; the earnings call is at 9:00 a.m. Eastern on April 25, 2025.
At meetings on February 19-20, 2025, the board and its Compensation and Human Capital Committee approved annual 2025 pay increases for CEO Mark Tarr and three other named executive officers. For Tarr, base salary rises to $1.1 million, target cash bonus to $1.485 million, and target long-term equity to $6 million, and his annual personal aircraft-use allowance rises from approximately $75,000 to $100,000. The filing describes these as routine annual decisions and does not report any change in financial results, but the higher pay levels add to executive compensation costs.
Tarr's base salary rises from $1,050,000 to $1,100,000; target cash bonus from $1,260,000 to $1,485,000; target long-term equity from $5,425,000 to $6,000,000.
Tarr's annual personal aircraft-use allowance rises from approximately $75,000 to $100,000.
CFO Douglas Coltharp's base salary rises from $700,000 to $750,000; target long-term equity from $1,925,000 to $2,250,000.
Decisions were made at February 19-20, 2025 meetings, on the recommendation of the Compensation and Human Capital Committee and its independent consultant.
Encompass Health reported fourth-quarter 2024 net operating revenue of $1,405.0 million, up 12.7%, and diluted earnings per share from continuing operations of $1.18, up from $0.94 a year earlier. The company also issued 2025 guidance for net operating revenue of $5,800 million to $5,900 million, Adjusted EBITDA of $1,160 million to $1,200 million, and adjusted earnings per share of $4.67 to $4.96.
Q4 2024 net operating revenue was $1,405.0 million, up from $1,246.8 million; diluted EPS from continuing operations was $1.18 versus $0.94
Q4 2024 Adjusted EBITDA was $289.6 million, up 13.6%; adjusted EPS was $1.17 versus $0.95
2025 guidance: net operating revenue $5,800 million to $5,900 million; Adjusted EBITDA $1,160 million to $1,200 million; adjusted EPS $4.67 to $4.96
Management will discuss results on an earnings call at 10:00 a.m. Eastern Time on February 7, 2025
Encompass Health reported third-quarter 2024 net operating revenue of $1.35 billion, up 11.9% from a year earlier, and diluted earnings per share from continuing operations of $1.07, up from $0.85. The company raised its full-year 2024 guidance for revenue, Adjusted EBITDA and adjusted earnings per share, though it noted challenging conditions from Hurricanes Helene and Milton.
Q3 2024 net operating revenue was $1,351.0 million versus $1,206.9 million in Q3 2023; discharges rose 8.8%, including 6.8% same-store growth.
Adjusted EBITDA was $269.3 million, up 13.4%; adjusted earnings per share was $1.03 versus $0.86.
Full-year 2024 guidance raised: net operating revenue to $5,325 million to $5,375 million (from $5,275 million to $5,350 million) and adjusted EBITDA to $1,070 million to $1,090 million (from $1,040 million to $1,075 million).
Adjusted earnings per share guidance raised to $4.19 to $4.33 from $3.97 to $4.22; earnings call is at 10:00 a.m. Eastern on October 29, 2024.
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