UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~August 4~~September 12, 2025

Encompass Health Corporation

(Exact name of Registrant as specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-10315			63-0860407
(Commission File Number)			(IRS Employer Identification No.)

9001 Liberty Parkway, Birmingham, Alabama 35242

(Address of Principal Executive Offices, Including Zip Code)

(205) 967-7116

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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. ☐

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	EHC	New York Stock Exchange

The information contained herein is being furnished pursuant to Item 2.02 of Form 8‑K, “Results of Operations and Financial Condition,” and Item 7.01 of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 2.02. Results of Operations and Financial Condition.

On August 4, 2025, Encompass Health Corporation (“Encompass Health” or the “Company”) issued a press release reporting the financial results of the Company for the three and six months ended June 30, 2025. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

The Company uses “same-store” comparisons to explain the changes in certain performance metrics within its financial statements. Same-store comparisons are calculated based on hospitals open throughout both the full current and prior periods presented. These comparisons include the financial results of market consolidation transactions and capacity expansions (including the addition of satellite and remote hospitals) in existing markets, as it is difficult to determine, with precision, the incremental impact of these transactions on the Company's results of operations.

ITEM 7.01. Regulation FD Disclosure.

~~See~~Members ~~Item~~of ~~2.02,~~Encompass Health Corporation’s (the “~~Results~~Company” ofor ~~Operations~~“Encompass Health”) senior management team are scheduled to meet with investors and ~~Financial~~analysts ~~Condition~~at various meetings on September 12,” ~~above~~2025, October 1, 2025, and October 6, 2025.

InThe ~~addition,~~Company areiterates ~~copy~~as of the ~~supplemental~~date ~~information~~hereof ~~which~~its ~~will~~guidance bepreviously ~~discussed~~reported in the Current Report on Form 8-K, dated August 4, 2025, and during the Company’'s earnings conference call atheld ~~10:00 a.m. Eastern Time~~ on ~~Tuesday,~~ August 5, 2025. isAccordingly, ~~attached~~the toCompany ~~this~~continues ~~report~~to asexpect ~~Exhibit~~the ~~99.2~~following ~~and~~full-year ~~incorporated~~2025 ~~herein~~ranges: ~~by reference.~~

•Net operating revenue of $5,880 million to $5,980 million;

•Adjusted EBITDA of $1,220 million to $1,250 million; and

•Adjusted earnings per share from continuing operations attributable to Encompass Health of $5.12 to $5.34.

The information contained herein is being furnished pursuant to Item 7.01 of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.

Note Regarding Presentation of Non-GAAP Financial Measures

~~The~~Excluding ~~financial~~net ~~data~~operating ~~contained~~revenues, in the ~~press~~Company ~~release~~does ~~and~~not ~~supplemental~~provide ~~information~~guidance ~~include~~on ~~non-~~a GAAP ~~financial~~basis ~~measures~~because it is unable to predict, ~~including~~with reasonable certainty, the future impact of items that are deemed to be outside the control of the Company’s ~~adjusted~~or ~~earnings~~otherwise ~~per~~not ~~share~~indicative of its ongoing operating performance. Such items include government, ~~leverage~~class ~~ratio~~action, ~~Adjusted~~and ~~EBITDA~~related settlements; professional fees—accounting, tax, and ~~adjusted~~legal; ~~free~~mark-to-market ~~cash~~adjustments ~~flow~~for stock appreciation rights; gains or losses related to hedging instruments; loss on early extinguishment of debt; adjustments to its income tax provision (such as valuation allowance adjustments and settlements of income tax claims); items related to corporate and facility restructurings; and certain other items the Company believes to be not indicative of its ongoing operations. These items cannot be reasonably predicted and will depend on several factors, including industry and market conditions, and could be material to the Company’s results computed in accordance with GAAP.

~~The~~However, ~~Company is providing adjusted earnings per share from continuing operations attributable to Encompass Health (“adjusted earnings per share”). The Company believes~~ the ~~presentation~~following ofreasonably ~~adjusted~~estimable ~~earnings~~GAAP ~~per~~measures share provides useful additional information to investors because it provides better comparability of ongoing operating performance to prior periods given that it excludes the impact of government, class action, and related settlements; professional fees—accounting, tax, and legal; mark-to-market adjustments for ~~stock~~2025 ~~appreciation~~would rights; gains or losses related to hedging and equity instruments; loss on early extinguishment of debt; adjustments to its income tax provision (such as valuation allowance adjustments and settlements of income tax claims); items related to corporate and facility restructurings; and certain other items the Company believes to be ~~non-indicative~~included ~~of its ongoing operating performance. It is reasonable to expect that one or more of these excluded items will occur~~ in ~~future~~a ~~periods,~~reconciliation ~~but~~for ~~the~~Adjusted ~~amounts~~EBITDA ~~recognized~~if ~~can vary significantly from period to period and may not directly relate to~~ the ~~Company’s ongoing operating performance. Accordingly, they can complicate comparisons of the Company’s results of operations across periods and comparisons of the Company’s results to those of~~ other ~~healthcare~~reconciling ~~companies. Adjusted earnings per share should not be considered as a measure of financial performance under generally accepted accounting principles in the United States (“~~GAAP”) asmeasures ~~the~~could items excluded from it are significant components in understanding and assessing financial performance. Because adjusted earnings per share is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, it may not be ~~comparable~~reasonably as presented to other similarly titled measures of other companies. The Company reconciles adjusted earnings per share to earnings per share in the press release attached as Exhibit 99.1 and the supplemental information attached as Exhibit 99.2.predicted:

~~The~~•Interest ~~leverage~~expense ~~ratio referenced therein is defined as the ratio of consolidated total debt to Adjusted EBITDA for the trailing four quarters. The Company believes its leverage ratio~~ and ~~Adjusted~~amortization ~~EBITDA are measures~~ of ~~its ability to service its~~ debt ~~and~~discounts its ability to make capital expenditures. Additionally, the leverage ratio is a standard measurement used by investors to gauge the creditworthiness of an institution. The Company’s credit agreement also includes a maximum leverage ratio financial covenant which allows the Company to deduct cash on hand from consolidated total debt. In calculating the leverage ratio under our credit agreement, we are permitted to use pro forma Adjusted EBITDA, the calculation of which includes historical income statement items and ~~pro~~fees forma adjustments, subject to certain limitations, resulting from (1) dispositions and repayments or incurrence of debt and (2) investments, acquisitions, mergers, amalgamations, consolidations and other operational changes to the extent such items or effects are not yet reflected in our trailing four-~~quarter~~ ~~financial~~approximately ~~statements.~~$125 The Company reconciles Adjusted EBITDA to net cash provided by operating activities and net income in the press release attached as Exhibit 99.1 and the supplemental information attached as Exhibit 99.2.million

~~The~~•Amortization Company uses Adjusted EBITDA on a consolidated basis as a liquidity measure. The Company believes this financial measure on a consolidated basis is important in analyzing its liquidity because it is the key component of ~~certain~~debt-related ~~material~~items covenants contained within the Company’s credit agreement, which is discussed in more detail in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Liquidity and Capital Resources,” and Note 9, Long-~~term~~ ~~Debt,~~approximately ~~to the consolidated financial statements included in its Annual Report on Form~~ $10‑K for the year ended December 31, 2024 (the “2024 Form 10‑K”). These covenants are material terms of the credit agreement. Noncompliance with these financial covenants under the credit agreement—its interest coverage ratio and its leverage ratio—could result in the Company’s lenders requiring the Company to immediately repay all amounts borrowed. If the Company anticipated a potential covenant violation, it would seek relief from its lenders, which would have some cost to the Company, and such relief might be on terms less favorable to those in the Company’s existing credit agreement. In addition, if the Company cannot satisfy these financial covenants, it would be prohibited under the credit agreement from engaging in certain activities, such as incurring additional indebtedness, paying common stock dividends, making certain payments, and acquiring and disposing of assets. Consequently, Adjusted EBITDA is critical to the Company’s assessment of its liquidity.million

In general terms, the credit agreement definition of Adjusted EBITDA, therein referred to as “Adjusted Consolidated EBITDA,” allows the Company to add back to consolidated net income interest expense, income taxes, and depreciation and amortization and then add back to consolidated net income (1) all unusual or nonrecurring items reducing consolidated net income (of which only up to $10 million in a year may be cash expenditures), (2) any losses from discontinued operations, (3) non-ordinary course fees, costs and expenses incurred with respect to any litigation or settlement, (4) share-based compensation expense, (5) costs and expenses associated with changes in the fair value of marketable securities, (6) costs and expenses associated with the issuance or prepayment of debt and acquisitions, and (7) any restructuring charges and certain pro-forma cost savings and synergies related to transactions and initiatives, which in the aggregate are not in excess of 25% of Adjusted Consolidated EBITDA. The Company also subtracts from consolidated net income all unusual or nonrecurring items to the extent they increase consolidated net income.

The calculation of Adjusted EBITDA under the credit agreement does not require us to deduct net income attributable to noncontrolling interests or gains on fair value adjustments of hedging and equity instruments, disposal of assets, and development activities. It also does not allow us to add back losses on fair value adjustments of hedging instruments or unusual or nonrecurring cash expenditures in excess of $10 million. These items and amounts, in addition to the items falling within the credit agreement’s “unusual or nonrecurring” classification, may occur in future periods, but can vary significantly from period to period and may not directly relate to, or be indicative of, the Company's ongoing liquidity or operating performance. Accordingly, the Adjusted EBITDA calculation presented here includes adjustments for them.

Adjusted EBITDA is not a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Therefore, Adjusted EBITDA should not be considered a substitute for net income or cash flows from operating, investing, or financing activities. Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. Revenues and expenses are measured in accordance with the policies and procedures described in Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements accompanying the 2024 Form 10‑K.

The Company also uses adjusted free cash flow as an analytical indicator to assess its performance. Management believes the presentation of adjusted free cash flow provides investors an efficient means by which they can evaluate the Company’s capacity to reduce debt, pursue development activities, and return capital to its common stockholders. The calculation of adjusted free cash flow and a reconciliation of net cash provided by operating activities to adjusted free cash flow are included in the press release attached as Exhibit 99.1 and the supplemental information attached as Exhibit 99.2. This measure is not a defined measure of financial performance under GAAP and should not be considered as an alternative to net cash provided by operating activities. The Company's definition of adjusted free cash flow is net cash provided by operating activities of continuing operations minus capital expenditures for maintenance, distributions to noncontrolling interests, and certain items deemed to be non-indicative of ongoing operating performance. Common stock dividends are not included in the calculation of adjusted free cash flow. The Company’s definition of adjusted free cash flow is limited and does not represent residual cash flows available for discretionary spending. Because this measure is not determined in accordance with GAAP and is susceptible to varying calculations, it may not be comparable to other similarly titled measures presented by other companies. See the consolidated statements of cash flows included in the 2024 Form 10‑K, the condensed consolidated statements of cash flows included in the Company's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025 (the "June 2025 Form 10-Q"), when filed, and in the press release attached as Exhibit 99.1 for the GAAP measures of cash flows from operating, investing, and financing activities.

Forward-Looking Statements

~~The~~Statements ~~information~~ contained in ~~the~~this ~~press~~Form ~~release~~8-K which are not historical facts, such as those relating to business outlook and ~~supplemental~~guidance, ~~information~~are ~~includes~~forward-looking ~~certain~~statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, Encompass Health, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such estimates, projections, and ~~other~~forward-looking information speak only as of the date hereof, and Encompass Health undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Such forward-looking statements ~~that~~are ~~involve~~necessarily ~~known~~estimates based upon current information and ~~unknown~~involve a number of risks and ~~relate~~uncertainties. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to, ~~among~~identify ~~other~~all ~~things~~such factors, ~~future~~factors which could cause actual events or results to differ materially from those estimated by Encompass Health include, ~~the~~but ~~business~~are ~~model~~not limited to, ~~strategy~~infectious disease outbreak, ~~outlook~~including ~~and~~the ~~guidance~~speed, ~~growth~~depth, ~~targets~~geographic reach and duration of its spread, ~~labor~~which could decrease our patient volumes and revenues and lead to staffing and supply shortages and associated cost ~~trends~~increases; Encompass Health's infectious disease prevention and control efforts; the demand for Encompass Health’s services, including based on any downturns in the economy, consumer confidence, or the capital markets; the price of Encompass Health's common stock as it affects Encompass Health's willingness and ability to repurchase shares and the financial ~~plans~~and accounting effects of any repurchases; any adverse outcome of various lawsuits, ~~dividend~~claims, ~~strategies~~and legal or ~~payments~~regulatory proceedings involving Encompass Health, ~~effective~~including ~~income~~any ~~tax~~matters ~~rates~~related to yet undiscovered issues, ~~plans~~if any, in acquired operations; Encompass Health's ability to ~~repurchase~~attract ~~its~~and ~~debt~~retain key management personnel; potential disruptions, breaches, or ~~equity~~other ~~securities~~incidents affecting the proper operation, ~~future~~availability, ~~financial~~or ~~performance~~security of Encompass Health's or its vendors' or partners’ information systems, ~~projected~~including unauthorized access to or theft of patient, business ~~results~~associate, ~~ability~~or other sensitive information or inability to ~~return~~provide ~~value~~patient care because of system unavailability; Encompass Health's ability to ~~its~~successfully ~~shareholders~~complete and integrate de novo developments, ~~projected~~acquisitions, ~~capital~~investments, ~~expenditures~~and joint ventures consistent with its growth strategy; Encompass Health’s ability to realize construction time and ~~development~~cost ~~plans,~~savings ~~leverage~~from ~~ratio~~prefabrication of hospitals; increases in Medicare audit activity, ~~guidance~~including ~~considerations~~increased use of sampling and extrapolation, resulting in additional unpaid reimbursement claims and an increase in the ~~impact~~backlog of ~~future~~appealed ~~legislation~~claims ordenials; ~~regulation.~~changes, Indelays ~~some~~in ~~cases~~(including in connection with resolution of Medicare payment reviews or appeals), ~~you~~or ~~can~~suspension ~~identify~~of ~~forward-looking~~reimbursement ~~statements~~for Encompass Health's services by ~~terminology~~governmental ~~such~~or private payors; changes in the regulation of the healthcare industry at either or both of the federal and state levels, including as ~~“may~~part of national healthcare reform and deficit reduction and Encompass Health's ability to adapt operations to those changes,” ~~“will~~including in connection with the CMS inpatient rehabilitation review choice demonstration project; competitive pressures in the healthcare industry and Encompass Health's response thereto; Encompass Health's ability to obtain and retain favorable arrangements with third-party payors; Encompass Health's ability to control costs,” ~~“should~~particularly labor and employee benefit costs,” ~~“expects~~including group medical expenses; adverse effects resulting from coverage determinations made by Medicare Administrative Contractors regarding its Medicare reimbursement claims and lengthening delays in Encompass Health's ability to recover improperly denied claims through the administrative appeals process on a timely basis; Encompass Health's ability to adapt to changes in the healthcare delivery system,” ~~“plans~~including value-based purchasing and involvement in coordinated care initiatives or programs that may arise with its referral sources; Encompass Health's ability to attract and retain nurses,” ~~“anticipates~~therapists,” ~~“believes~~and other healthcare professionals in a highly competitive environment with often severe staffing shortages,” ~~“estimates~~which may be worsened by infectious disease outbreaks,” ~~“predicts~~and the impact on Encompass Health's labor expenses from potential union activity,” ~~“targets~~staffing shortages,” ~~“potential~~and competitive compensation practices; general conditions in the economy and capital markets,” including any instability or ~~“continue”~~uncertainty related to trade war, armed conflict or ~~the~~an ~~negative~~act of ~~these~~terrorism, ~~terms~~governmental orimpasse ~~other~~over ~~comparable~~approval ~~terminology.~~of ~~These~~the ~~estimates~~United States federal budget, ~~projections~~an increase in the debt ceiling, ~~and~~or ~~other~~an ~~forward-looking~~international ~~statements~~sovereign ~~are~~debt ~~based~~crisis; onthe ~~assumptions~~increase in the ~~Company~~cost ~~believes~~of, asor ofthe decrease in the ~~date~~availability ~~hereof~~of, ~~are~~construction ~~reasonable.~~materials ~~Inevitably~~and necessary supplies, ~~there~~including ~~will~~as bea ~~differences~~result ~~between~~of ~~such~~tariffs ~~estimates~~and import restrictions; the increase in the costs of defending and ~~actual~~insuring ~~results~~against alleged professional liability claims, and ~~those~~Encompass ~~differences~~Health's ability to predict the estimated costs related to such claims; and other factors which may be ~~material~~identified from time to time in Encompass Health's SEC filings and other public announcements, including Encompass Health's Form 10‑K for the year ended December 31, 2024 and Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

There can be no assurance that any estimates, projections, or forward-looking statements will be realized.

All such estimates, projections, and forward-looking statements speak only as of the date hereof. The Company undertakes no duty to publicly update or revise that information.

You are cautioned not to place undue reliance on the estimates, projections, and other forward-looking statements in this report, the press release, and supplemental information as they are based on current expectations and general assumptions and are subject to various risks, uncertainties, and other factors, including those set forth in the attached press release and in the 2024 Form 10‑K, the June 2025 Form 10-Q, when filed, and in other documents the Company previously filed with the SEC, many of which are beyond the Company’s control. These factors may cause actual results to differ materially from the views, beliefs, and estimates expressed herein.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press release of Encompass Health Corporation, dated August 4, 2025.
99.2						Supplemental information provided in connection with the second quarter 2025 earnings call of Encompass Health Corporation.
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


ENCOMPASS HEALTH CORPORATION
By:	/S/ DOUGLAS E. COLTHARP
	Name:	Douglas E. Coltharp
	Title:	Executive Vice President and Chief Financial Officer

Dated: ~~August~~September 412, 2025

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