Witzeman Michael D 4

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.