Chemed (NYSE: CHE) VP Thomas Hutton details PSU vesting, tax withholding and new grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Chemed vice president and director Thomas C. Hutton reported equity compensation activity, not open-market trading. On February 13, 2026, he exercised performance stock units (PSUs) into 199 shares of capital stock at $469.56 per share and had 72 shares withheld to cover tax obligations tied to vesting.
The PSUs that vested were based on Chemed’s 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, producing an award above target. A separate PSU tranche tied to relative total shareholder return over the same period paid out at 0% of target. Hutton also received a new grant of 374 PSUs that can vest over the 2026–2028 performance period.
Positive
- None.
Negative
- None.
Insider Trade Summary
320 shares exercised/converted
Mixed
6 txns
Insider
HUTTON THOMAS C
Role
vice president
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 160 | $0.00 | -- |
| Exercise | Performance Stock Units | 160 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 374 | $0.00 | -- |
| Exercise | Capital Stock | 199 | $469.56 | $93K |
| Exercise | Capital Stock | 0 | $469.56 | -- |
| Tax Withholding | Capital Stock | 72 | $469.56 | $34K |
Holdings After Transaction:
Performance Stock Units — 774 shares (Direct);
Capital Stock — 32,553 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. Administrative error from 8/7/24 filing; previous holdings were ouverstated by 673 shares 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.
FAQ
What insider transactions did CHE vice president Thomas C. Hutton report on this Form 4?
Thomas C. Hutton reported equity compensation transactions, including exercising performance stock units into 199 shares of Chemed capital stock at $469.56 per share and a tax-withholding disposition of 72 shares, plus PSU movements, all dated February 13, 2026 and held under direct ownership.
Were Thomas C. Hutton’s CHE transactions open-market buys or sells?
The reported CHE transactions were compensation-related, not open-market trades. They involved exercising performance stock units into capital stock and withholding 72 shares to satisfy tax obligations upon vesting, rather than discretionary purchases or sales of shares on the open market.
How were the vested CHE performance stock units determined for Thomas C. Hutton?
One tranche of CHE PSUs vested based on cumulative adjusted earnings per share from January 1, 2023 through December 31, 2025. Actual performance of $67.67 exceeded the $66.46 maximum threshold, resulting in approximately 123% of target, or 124.1% including reinvested dividends.
Did Thomas C. Hutton receive any new CHE performance stock unit grants?
Yes. Hutton received a grant of 374 performance stock units that each represent a contingent right to one share of Chemed capital stock. These PSUs vest based on performance targets over January 1, 2026 to December 31, 2028, with the performance determination due by March 15, 2029.
Was there any correction to Thomas C. Hutton’s previously reported CHE holdings?
Yes. A footnote explains that an administrative error in an August 7, 2024 filing overstated Hutton’s prior holdings by 673 shares. The current Form 4 corrects that overstatement, aligning the reported capital stock position with the accurate number of shares owned.