Judkins Brian C 4
4 · CHEMED CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Chemed (CHE) VP/CLO Brian Judkins Receives Award, Exercises Options
What Happened
- Brian C. Judkins, Vice President and Chief Legal Officer of Chemed Corp (CHE), had performance stock units (PSUs) vest and settle on Feb 13, 2026. The filing reports 908 PSUs were settled into shares.
- As part of the settlement/conversion: 351 shares were reported as acquired at $469.56 per share (value ≈ $164,816); 102 shares were withheld/disposed to satisfy tax obligations (value ≈ $47,895). The report also shows two derivative conversion/disposition entries of 283 shares each at $0.00 (reported as derivative conversions). A grant/award entry records the 908-share PSU settlement.
Key Details
- Transaction date: 2026-02-13; Form 4 filed 2026-02-17 (timely — Feb 17 is within two business days given the Feb 16 federal holiday).
- Prices/values reported: acquired 351 shares @ $469.56 = $164,816; 102 shares withheld @ $469.56 = $47,895.
- Shares owned after the transaction: not specified in the provided filing details.
- Notable footnotes: PSU vesting was performance-based — cumulative adjusted EPS performance produced a payout above target (≈123% of target; 124.1% including reinvested dividends) while relative TSR performance yielded 0% for that metric. PSUs represent contingent rights to one share each and were settled in shares; 102 shares were withheld to satisfy tax obligations.
- Transaction codes: A = award/settlement of PSUs; M = exercise/conversion of derivative; F = shares withheld for taxes.
- Filing timeliness: Filed Feb 17, 2026 for Feb 13 transactions — timely given the Presidents Day holiday on Feb 16.
Context
- These entries primarily reflect performance-based PSU vesting and settlement into shares, not an open-market buy or sale. The withholding of 102 shares to cover taxes is a routine administrative disposition, common when equity awards vest.
- The report includes derivative exercise/conversion entries associated with the PSU settlement; this is typical when PSUs are converted/settled into common stock and some shares are withheld for taxes or to cover exercise/settlement mechanics.
Insider Transaction Report
Form 4
CHEMED CORPCHE
Judkins Brian C
VP and Chief Legal Officer
Transactions
- Exercise/Conversion
Capital Stock
[F1]2026-02-13$469.56/sh+351$164,816→ 2,538 total - Exercise/Conversion
Capital Stock
[F2]2026-02-13$469.56/sh+0$0→ 2,538 total - Tax Payment
Capital Stock
[F3]2026-02-13$469.56/sh−102$47,895→ 2,436 total - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−283→ 1,681 total→ Capital Stock (283 underlying) - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−283→ 1,398 total→ Capital Stock (283 underlying) - Award
Performance Stock Units
[F6][F7]2026-02-13+908→ 2,306 total→ Capital Stock (908 underlying)
Footnotes (7)
- [F1]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.
- [F2]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.
- [F3]Shares withheld to satisfy tax obligations in connection with vesting of PSUs.
- [F4]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.
- [F5]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.
- [F6]Each performance stock unit represents a contingent right to receive one share of Chemed Capital Stock
- [F7]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.
Signature
Brian C. Judkins|2026-02-17