MCNAMARA KEVIN J 4

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.