Chemed (NYSE: CHE) EVP reports PSU vesting, new 960-unit grant and tax withholding

Rhea-AI Filing Summary

Chemed Corp executive vice president Spencer S. Lee reported PSU vesting, share issuance, tax withholding, and a new equity award. On February 13, 2026, 499 shares of Chemed capital stock were acquired through derivative exercises at $469.56 per share, with 154 shares withheld to cover taxes, leaving 14,912 shares of capital stock held directly.

Two tranches of 402 performance stock units each were exercised at $0, with 1,966 and 1,564 PSUs remaining after the respective transactions. Lee also received a new grant of 960 PSUs, bringing direct PSU holdings to 2,524. One PSU award tied to cumulative adjusted EPS paid out at 124.1% of target based on $67.67 performance versus a $66.46 maximum threshold, while a separate PSU award tied to relative total shareholder return paid out at 0% of target.

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

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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^*

LEE SPENCER S

(Last) (First) (Middle)

2500 CHEMED CENTER

255 EAST 5TH STREET

(Street)

CINCINNATI OH 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)
	executive vice president

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)
			Code	V	Amount	(A) or (D)	Price
Capital Stock	02/13/2026		M		499(1)	A	$469.56	15,066	D
Capital Stock	02/13/2026		M		0(2)	A	$469.56	15,066	D
Capital Stock	02/13/2026		F		154(3)	D	$469.56	14,912	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(4)	02/13/2026		M			402	(5)	(5)	Capital Stock	402	$0	1,966	D
Performance Stock Units	(4)	02/13/2026		M			402	(5)	(5)	Capital Stock	402	$0	1,564	D
Performance Stock Units	(6)	02/13/2026		A		960		(7)	(7)	Capital Stock	960	$0	2,524	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.

	Spencer S. Lee	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Chemed (CHE) executive Spencer S. Lee report?

Spencer S. Lee reported PSU vesting, share issuance, tax withholding, and a new PSU grant. He acquired 499 Chemed capital stock shares via derivative exercises, had 154 shares withheld for taxes, and reported updated holdings of common shares and performance stock units.

How many Chemed (CHE) shares does Spencer S. Lee hold after these transactions?

After the reported transactions, Spencer S. Lee directly holds 14,912 shares of Chemed capital stock. These holdings reflect PSU settlements into shares and 154 shares withheld to satisfy tax obligations arising from the vesting of performance stock units on February 13, 2026.

What performance stock unit (PSU) awards vested for Chemed (CHE) executive Spencer S. Lee?

Lee had PSUs vest based on cumulative adjusted EPS from January 1, 2023 to December 31, 2025. Performance of $67.67 exceeded the $66.46 maximum threshold, producing 123% of target, or 124.1% including reinvested dividends, and resulting in conversion into Chemed capital stock.

How did Chemed (CHE) relative total shareholder return affect Spencer S. Lee’s PSUs?

A separate PSU tranche was tied to Chemed’s relative total shareholder return versus a defined peer group over 2023–2025. The company’s performance ranked in the 7th percentile, yielding a 0% payout, even after accounting for dividend reinvestment over the measurement period.

What new performance stock units did Chemed (CHE) grant to Spencer S. Lee?

Lee received a new grant of 960 performance stock units on February 13, 2026. These units vest based on performance targets from January 1, 2026 through December 31, 2028, with performance determined by March 15, 2029 and any earned Chemed capital stock delivered afterward.

What do Spencer S. Lee’s Form 4 tax-withholding transactions for Chemed (CHE) represent?

The Form 4 shows 154 Chemed capital stock shares disposed of under code F. This reflects shares withheld to satisfy tax obligations triggered by the vesting and share settlement of performance stock units, rather than an open-market sale initiated by the executive.