Chemed (NYSE: CHE) CFO gets PSU payout and 2026–2028 grant

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Chemed Corporation’s VP & Chief Financial Officer Michael D. Witzeman reported equity compensation activity tied to performance stock units (PSUs). On 02/13/2026, 413 shares of capital stock were issued at $469.56 per share from PSU vesting, with 120 shares withheld to cover taxes, leaving 5,953 shares directly owned.

The PSU vesting was driven by performance from January 1, 2023 through December 31, 2025. Cumulative adjusted EPS of $67.67 exceeded the maximum payout threshold of $66.46, producing an award at 123% of target, or 124.1% including dividend reinvestment. A separate PSU tranche tied to relative total shareholder return over the same period paid out at 0%, including dividends. Witzeman also received a grant of 1,394 new PSUs that can each convert into one share of capital stock based on performance from January 1, 2026 to December 31, 2028, with final performance determined by March 15, 2029.

Insider Trade Summary

666 shares exercised/converted

Mixed 6 txns

Insider Witzeman Michael D

Role VP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	333	$0.00	--
Exercise	Performance Stock Units	333	$0.00	--
Grant/Award	Performance Stock Units	1,394	$0.00	--
Exercise	Capital Stock	413	$469.56	$194K
Exercise	Capital Stock	0	$469.56	--
Tax Withholding	Capital Stock	120	$469.56	$56K

Holdings After Transaction: Performance Stock Units — 2,403 shares (Direct); Capital Stock — 6,073 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 - 03:37 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^*

Witzeman Michael D

(Last)

(First)

(Middle)

2600 CHEMED CENTER

255 EAST FIFTH STREET

(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 & Chief Financial 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		413⁽¹⁾	A	$469.56	6,073	D
Capital Stock	02/13/2026		M		0⁽²⁾	A	$469.56	6,073	D
Capital Stock	02/13/2026		F		120⁽³⁾	D	$469.56	5,953	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			333	⁽⁵⁾	⁽⁵⁾	Capital Stock	333	$0	2,403	D
Performance Stock Units	⁽⁴⁾	02/13/2026		M			333	⁽⁵⁾	⁽⁵⁾	Capital Stock	333	$0	2,070	D
Performance Stock Units	⁽⁶⁾	02/13/2026		A		1,394		⁽⁷⁾	⁽⁷⁾	Capital Stock	1,394	$0	3,464	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.

	Michael D. Witzeman	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 CHE VP & CFO Michael Witzeman report?

Michael Witzeman reported PSU-related transactions on 02/13/2026, including 413 Chemed capital stock shares issued at $469.56 from PSU vesting and 120 shares withheld to pay taxes. He also received a grant of 1,394 new performance stock units.

How were Michael Witzeman’s vested PSUs at Chemed (CHE) determined?

One PSU tranche vested based on Chemed’s cumulative adjusted EPS from January 1, 2023 to December 31, 2025. EPS of $67.67 exceeded the $66.46 maximum threshold, yielding 123% of target, or 124.1% including reinvested dividends over the performance period.

What happened to Chemed (CHE) PSUs tied to relative total shareholder return?

A separate PSU tranche for Michael Witzeman was tied to Chemed’s relative total shareholder return versus a peer group from January 1, 2023 to December 31, 2025. Performance ranked in the 7th percentile, resulting in a 0% payout, even after including dividend reinvestment.

How many Chemed (CHE) shares does the CFO directly own after these transactions?

After the February 13, 2026 transactions, Michael Witzeman directly owned 5,953 shares of Chemed capital stock. This reflects 413 shares issued upon PSU vesting and 120 shares withheld to satisfy tax obligations related to that vesting event.

What new performance stock units were granted to Chemed (CHE) CFO Michael Witzeman?

On February 13, 2026, Michael Witzeman received a grant of 1,394 performance stock units. Each unit represents a contingent right to one share of Chemed capital stock, vesting based on performance from January 1, 2026 to December 31, 2028, with results determined by March 15, 2029.

How many PSUs does the Chemed (CHE) CFO hold after the reported Form 4?

Following the February 13, 2026 PSU exercises and new grant, Michael Witzeman held 3,464 performance stock units directly. These units can convert into Chemed capital stock if specified multi-year performance targets are met over the stated performance periods.