MCNAMARA KEVIN J 4
4 · CHEMED CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
CHEMED (CHE) CEO Kevin McNamara Exercises Options, Receives PSU Award
What Happened
- Kevin J. McNamara, President, CEO and Director of CHEMED Corp (CHE), exercised derivative awards and received vested performance stock units (PSUs) tied to 2023–2025 performance. On Feb 13, 2026 he exercised options that resulted in the acquisition of 2,714 shares at an exercise price of $469.56 (aggregate value ≈ $1,274,386). To cover tax obligations, 1,192 shares (valued at about $559,716) were withheld/disposed. In addition, 5,114 shares were acquired as the settled PSUs (award/grant).
Key Details
- Transaction date: February 13, 2026; Form 4 filed Feb 17, 2026 (within the typical two-business-day reporting window for a Feb 13 transaction).
- Exercises: 2,714 shares acquired via exercise at $469.56/share (total ≈ $1,274,386).
- Tax withholding: 1,192 shares withheld/disposed to satisfy tax liabilities (reported as code F).
- PSU settlement: 5,114 shares delivered as vested performance stock units (reported as code A). Some derivative entries at $0 reflect settlement/conversion of PSUs rather than open-market trades.
- Shares owned after the transaction: not specified in the provided filing excerpt.
- Relevant footnotes: F1–F7 explain PSU performance measures and settlement mechanics; notably, EPS-based PSUs paid at ~123% of target (124.1% including reinvested dividends) while the relative TSR PSU portion paid 0%.
Context
- These were not open-market sales but an exercise/settlement event: McNamara exercised derivative awards and received vested PSUs; shares were withheld to cover taxes (a routine administrative step, not necessarily a market-sale signal).
- For retail investors: exercises and vested PSU deliveries show executive compensation being realized; purchases (acquisitions) can be seen as the insider receiving stock, while withheld shares for taxes are common and routine.
Insider Transaction Report
Form 4
CHEMED CORPCHE
MCNAMARA KEVIN J
Directorpresident and CEO
Transactions
- Exercise/Conversion
Capital Stock
[F1]2026-02-13$469.56/sh+2,714$1,274,386→ 96,911 total - Exercise/Conversion
Capital Stock
[F2]2026-02-13$469.56/sh+0$0→ 96,911 total - Tax Payment
Capital Stock
[F3]2026-02-13$469.56/sh−1,192$559,716→ 95,719 total - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−2,187→ 10,329 total→ Capital Stock (2,187 underlying) - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−2,187→ 8,142 total→ Capital Stock (2,187 underlying) - Award
Performance Stock Units
[F6][F7]2026-02-13+5,114→ 13,256 total→ Capital Stock (5,114 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
Kevin J. McNamara|2026-02-17