[Form 4] CHEMED CORP Insider Trading Activity

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Chemed VP and Chief Legal Officer Brian C. Judkins reported performance stock unit activity and related share movements. On February 13, 2026, 351 shares of capital stock were acquired at $469.56 per share upon PSU vesting, with 102 shares withheld to cover taxes, leaving 2,436 shares directly owned.

Two PSU tranches of 283 units each were exercised, and Judkins then received a new award of 908 performance stock units, bringing his direct PSU holdings to 2,306 units. One PSU program based on cumulative adjusted EPS paid out at 123% of target (124.1% including dividends) after achieving $67.67 versus a $66.46 maximum threshold, while a separate total shareholder return PSU program paid out at 0% of target.

Insider Trade Summary

566 shares exercised/converted

Mixed 6 txns

Insider Judkins Brian C

Role VP and Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	283	$0.00	--
Exercise	Performance Stock Units	283	$0.00	--
Grant/Award	Performance Stock Units	908	$0.00	--
Exercise	Capital Stock	351	$469.56	$165K
Exercise	Capital Stock	0	$469.56	--
Tax Withholding	Capital Stock	102	$469.56	$48K

Holdings After Transaction: Performance Stock Units — 1,681 shares (Direct); Capital Stock — 2,538 shares (Direct)

Footnotes (1)

The number of performance stock units ("PSUs") that vested was based on the Company's cumulative adjusted earnings per share for the period January 1, 2023 through December 31, 2025. The actual performance of $67.67 exceeded the maximum payout threshold of $66.46 and therefore yielded an award of 123% of target; including the reinvestment of dividends paid during such period, the award is 124.1% of target. The number of PSUs that vested was based on the Company's achieving relative total shareholder returns for the period January 1, 2023 through December 31, 2025, compared to a defined peer group of companies. The Company's performance ranked in the 7th percentile of that group, yielding an award of 0%; including the reinvestment of dividends paid during such period, the award is 0% of target. Shares withheld to satisfy tax obligations in connection with vesting of PSUs. Each PSU reflects the contingent right to receive a variable number of shares of capital stock based on achieving performance goals. PSUs were settled in shares on their scheduled vesting date as determined by the Compensation Committee. PSUs awarded February 17, 2023 vest based on achievement of performance targets over a period of January 1, 2023 to December 31, 2025. The determination of the performance level is to be made by March 15, 2026. Each performance stock unit represents a contingent right to receive one share of Chemed Capital Stock Performance stock units vest based on the extent to which the Company achieves certain performance targets over a performance period of January 1, 2026 to December 31, 2028. The determination of the performance level is to be made by March 15, 2029 and earned shares to be delivered thereafter.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 02:33 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Judkins Brian C

(Last)

(First)

(Middle)

255 EAST FIFTH STREET

SUITE 2600

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEMED CORP [ CHE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Capital Stock	02/13/2026		M		351⁽¹⁾	A	$469.56	2,538	D
Capital Stock	02/13/2026		M		0⁽²⁾	A	$469.56	2,538	D
Capital Stock	02/13/2026		F		102⁽³⁾	D	$469.56	2,436	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽⁴⁾	02/13/2026		M			283	⁽⁵⁾	⁽⁵⁾	Capital Stock	283	$0	1,681	D
Performance Stock Units	⁽⁴⁾	02/13/2026		M			283	⁽⁵⁾	⁽⁵⁾	Capital Stock	283	$0	1,398	D
Performance Stock Units	⁽⁶⁾	02/13/2026		A		908		⁽⁷⁾	⁽⁷⁾	Capital Stock	908	$0	2,306	D

Explanation of Responses:

1. The number of performance stock units ("PSUs") that vested was based on the Company's cumulative adjusted earnings per share for the period January 1, 2023 through December 31, 2025. The actual performance of $67.67 exceeded the maximum payout threshold of $66.46 and therefore yielded an award of 123% of target; including the reinvestment of dividends paid during such period, the award is 124.1% of target.

2. The number of PSUs that vested was based on the Company's achieving relative total shareholder returns for the period January 1, 2023 through December 31, 2025, compared to a defined peer group of companies. The Company's performance ranked in the 7th percentile of that group, yielding an award of 0%; including the reinvestment of dividends paid during such period, the award is 0% of target.

3. Shares withheld to satisfy tax obligations in connection with vesting of PSUs.

4. Each PSU reflects the contingent right to receive a variable number of shares of capital stock based on achieving performance goals. PSUs were settled in shares on their scheduled vesting date as determined by the Compensation Committee.

5. PSUs awarded February 17, 2023 vest based on achievement of performance targets over a period of January 1, 2023 to December 31, 2025. The determination of the performance level is to be made by March 15, 2026.

6. Each performance stock unit represents a contingent right to receive one share of Chemed Capital Stock

7. Performance stock units vest based on the extent to which the Company achieves certain performance targets over a performance period of January 1, 2026 to December 31, 2028. The determination of the performance level is to be made by March 15, 2029 and earned shares to be delivered thereafter.

	Brian C. Judkins	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Chemed (CHE) executive Brian C. Judkins report?

Brian C. Judkins reported PSU vesting, share issuance, tax withholding, and a new PSU grant. He acquired 351 Chemed capital shares at $469.56 per share, had 102 shares withheld for taxes, and ended with 2,436 directly owned shares plus 2,306 performance stock units.

How many Chemed (CHE) shares does Brian C. Judkins own after these Form 4 transactions?

After the reported transactions, Brian C. Judkins directly owns 2,436 shares of Chemed capital stock. This reflects 351 shares issued upon PSU vesting, partially offset by 102 shares withheld to satisfy tax obligations related to the vesting event disclosed on February 13, 2026.

What performance stock unit awards did Brian C. Judkins receive from Chemed (CHE)?

Judkins reported a new grant of 908 performance stock units, taking his total direct PSU holdings to 2,306 units. These PSUs vest based on Chemed achieving defined performance targets over the January 1, 2026 to December 31, 2028 period, with performance determined by March 15, 2029.

How did Chemed’s EPS-based performance affect Brian C. Judkins’ PSU payout?

The EPS-based PSU award vested above target because Chemed’s cumulative adjusted earnings per share reached $67.67, exceeding the $66.46 maximum threshold. This performance produced a payout of 123% of target, or 124.1% of target after including reinvested dividends in the calculation.

What was the outcome of Chemed’s total shareholder return PSU program for Judkins?

The relative total shareholder return PSU program for January 1, 2023 to December 31, 2025 paid out at 0% of target. Chemed’s performance ranked in the 7th percentile versus its peer group, and even after dividend reinvestment, the award remained at 0% of target for this grant.

At what price were Chemed (CHE) shares valued for Judkins’ tax withholding?

Shares used for tax withholding in connection with PSU vesting were valued at $469.56 per share. A total of 102 Chemed capital shares were withheld at this price to satisfy tax obligations arising from the vesting of Judkins’ performance stock units on February 13, 2026.