Chemed (CHE) CEO McNamara reports PSU vesting, 0% TSR payout, new grant

Rhea-AI Filing Summary

Chemed Corp director and president/CEO Kevin J. McNamara reported equity compensation activity involving performance stock units and company shares. On February 13, 2026, performance stock units (PSUs) vested and were settled in 2,714 shares of capital stock at $469.56 per share, with 1,192 shares withheld to cover tax obligations.

The vested PSUs tied to cumulative adjusted earnings per share from January 1, 2023 through December 31, 2025, where actual performance of $67.67 exceeded the maximum payout threshold of $66.46, yielding an award of 123% of target, or 124.1% of target including reinvested dividends. A separate PSU tranche based on relative total shareholder return over the same period earned 0% of target, even after dividend reinvestment.

McNamara also received a new grant of 5,114 PSUs that will vest based on performance targets over January 1, 2026 to December 31, 2028, with the performance level to be determined by March 15, 2029 and any earned shares delivered thereafter.

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^*

MCNAMARA KEVIN J

(Last) (First) (Middle)

2600 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	president and CEO

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		2,714(1)	A	$469.56	96,911	D
Capital Stock	02/13/2026		M		0(2)	A	$469.56	96,911	D
Capital Stock	02/13/2026		F		1,192(3)	D	$469.56	95,719	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			2,187	(5)	(5)	Capital Stock	2,187	$0	10,329	D
Performance Stock Units	(4)	02/13/2026		M			2,187	(5)	(5)	Capital Stock	2,187	$0	8,142	D
Performance Stock Units	(6)	02/13/2026		A		5,114		(7)	(7)	Capital Stock	5,114	$0	13,256	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.

	Kevin J. McNamara	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What equity transactions did CHE president and CEO Kevin McNamara report?

Kevin McNamara reported PSU vesting and related share movements. Performance stock units converted into 2,714 Chemed capital shares at $469.56, with 1,192 shares withheld for taxes. He also received a new grant of 5,114 performance stock units subject to future performance conditions.

How were Chemed (CHE) performance stock units tied to earnings metrics?

One PSU award depended on cumulative adjusted earnings per share. For January 1, 2023 through December 31, 2025, actual EPS of $67.67 beat the $66.46 maximum payout threshold, producing 123% of target, or 124.1% of target including reinvested dividends.

How did Chemed’s relative total shareholder return affect PSU vesting for CHE executives?

A PSU tranche was linked to relative total shareholder return. For January 1, 2023 through December 31, 2025, Chemed ranked in the 7th percentile versus a defined peer group, resulting in a 0% payout, even after considering dividend reinvestment.

What new performance stock unit grant did CHE’s CEO receive?

Kevin McNamara received 5,114 new performance stock units. These PSUs vest based on Chemed’s performance from January 1, 2026 through December 31, 2028, with the final performance determination to be made by March 15, 2029 and earned shares delivered afterward.

Why were some CHE shares disposed of in Kevin McNamara’s Form 4?

Shares were withheld to cover tax obligations on PSU vesting. The filing notes that 1,192 Chemed capital shares were disposed of through withholding, specifically to satisfy taxes arising from the vesting of performance stock units, rather than through an open-market sale.

How many Chemed (CHE) shares did Kevin McNamara hold after the reported transactions?

McNamara directly held 95,719 Chemed capital shares after the transactions. The Form 4 shows this post-transaction beneficial ownership figure following the PSU vesting, share issuance at $469.56, and the 1,192-share tax-withholding disposition.