Chemed (NYSE: CHE) VP Thomas Hutton details PSU vesting, tax withholding and new grant

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.

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^*

HUTTON THOMAS C

(Last) (First) (Middle)

1270 AVENUE OF THE AMERICAS

SUITE 1905

(Street)

NEW YORK NY 10020

(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)
	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		199(1)	A	$469.56	32,553(2)	D
Capital Stock	02/13/2026		M		0(3)	A	$469.56	32,553	D
Capital Stock	02/13/2026		F		72(4)	D	$469.56	32,481	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	(5)	02/13/2026		M			160	(6)	(6)	Capital Stock	160	$0	774	D
Performance Stock Units	(5)	02/13/2026		M			160	(6)	(6)	Capital Stock	160	$0	614	D
Performance Stock Units	(7)	02/13/2026		A		374		(8)	(8)	Capital Stock	374	$0	988	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. Administrative error from 8/7/24 filing; previous holdings were ouverstated by 673 shares

3. 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.

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

5. 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.

6. 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.

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

8. 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.

	Thomas C. Hutton	02/17/2026
	** Signature of Reporting Person	Date
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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.

What happened to the CHE PSUs tied to relative total shareholder return?

A separate CHE PSU award vested based on relative total shareholder return over January 1, 2023 to December 31, 2025 against a peer group. Chemed’s performance ranked in the 7th percentile, so that tranche yielded a 0% payout, even after 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.

Why were 72 shares of CHE capital stock disposed of in the filing?

The 72 CHE shares were withheld to cover tax obligations related to the vesting of performance stock units. This is reported with transaction code F, which indicates payment of exercise price or tax liability by delivering securities, rather than an open-market sale.

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.