Witzeman Michael D 4
4 · CHEMED CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
CHEMED (CHE) CFO Michael Witzeman Exercises Options, Receives PSUs
What Happened
- Michael D. Witzeman, Chief Financial Officer of Chemed Corp (CHE), had performance stock units (PSUs) vest and completed related derivative transactions on Feb 13, 2026. He acquired 1,394 shares from PSU settlement and exercised/conversion activity that resulted in acquiring 413 shares by paying $469.56 per share (total $193,928). To cover tax withholding, 120 shares were surrendered/withheld (disposed) valued at $469.56 each (~$56,347). Several derivative conversion line items at $0 reflect the mechanics of settling PSUs and option/derivative adjustments and carried no cash value.
Key Details
- Transaction date(s): February 13, 2026; Form 4 filed February 17, 2026 (timely filing).
- Exercise/Conversion: 413 shares acquired at $469.56 per share = $193,928.
- PSU settlement/award: 1,394 shares acquired (derivative settlement, $0 cash price).
- Tax withholding: 120 shares withheld to satisfy tax obligations; value reported $56,347.
- Other entries: two 333-share derivative dispositions reported at $0 (mechanical adjustments related to settlement).
- Footnotes: EPS-based PSU payout exceeded the maximum threshold (resulting in ~124.1% of target per F1); relative TSR PSUs paid 0% (per F2); PSUs settle in shares (F4–F6); shares withheld to satisfy taxes (F3).
- Shares owned after transaction: not specified in the provided filing excerpt.
Context
- This was not an open-market sale; the filing reflects a payout/settlement of performance awards and the exercise/conversion of derivatives, with a sell-to-cover/withholding of shares to meet tax liabilities. These types of transactions commonly reflect scheduled vesting and tax withholding rather than an active decision to sell shares on the market.
Insider Transaction Report
Form 4
CHEMED CORPCHE
Witzeman Michael D
VP & Chief Financial Officer
Transactions
- Exercise/Conversion
Capital Stock
[F1]2026-02-13$469.56/sh+413$193,928→ 6,073 total - Exercise/Conversion
Capital Stock
[F2]2026-02-13$469.56/sh+0$0→ 6,073 total - Tax Payment
Capital Stock
[F3]2026-02-13$469.56/sh−120$56,347→ 5,953 total - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−333→ 2,403 total→ Capital Stock (333 underlying) - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−333→ 2,070 total→ Capital Stock (333 underlying) - Award
Performance Stock Units
[F6][F7]2026-02-13+1,394→ 3,464 total→ Capital Stock (1,394 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
Michael D. Witzeman|2026-02-17