Wherley Joel L 4
4 · CHEMED CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Chemed (CHE) Vitas CEO Joel Wherley Receives PSUs; Shares Withheld
What Happened
- Joel L. Wherley, CEO of Vitas Healthcare (a Chemed business), had performance stock units (PSUs) settle and also converted/exercised derivative awards on Feb 13, 2026. He was issued 1,142 shares as the net result of PSU settlement (grant/award). Separately he acquired 273 shares by exercising/converting a derivative at $469.56 per share (total value ≈ $128,190). To cover tax withholding related to the vesting/settlement, 80 shares were withheld (80 × $469.56 ≈ $37,565).
- These transactions are primarily awards/settlements and an exercise; the withholding of shares to satisfy taxes is a routine, non‑market sale and does not indicate an open‑market disposition for investment purposes.
Key Details
- Transaction date: February 13, 2026; Form 4 filed Feb 17, 2026.
- Exercise/conversion: 273 shares acquired at $469.56 each (≈ $128,190).
- Tax withholding: 80 shares withheld (disposed) at $469.56 each (≈ $37,565).
- Award/settlement: 1,142 PSUs settled into shares (no cash paid).
- Footnotes of note:
- F1: EPS‑based PSU payout exceeded the maximum threshold (resulting in ~123% of target; 124.1% including reinvested dividends).
- F2: TSR‑based PSU payout was 0% of target for relative performance.
- F3: Shares were withheld to satisfy tax obligations (routine).
- F4–F6: PSUs are contingent rights that were settled in shares; each PSU represents the right to one share.
- Shares owned after the transactions: not specified in the filing.
Context
- These were award settlements and an exercise/ conversion of derivative awards, not an open‑market buy or sell for investment. The withholding of 80 shares to satisfy taxes is a common, administrative step when PSUs vest.
- The EPS‑based PSU payout exceeded targets (F1), while the TSR component paid out 0% (F2); overall PSU settlement reflects the mix of those outcomes.
- No indication in the filing that shares were sold on the open market; therefore these filings primarily reflect compensation vesting and tax withholding rather than a discretionary sale.
Insider Transaction Report
Form 4
CHEMED CORPCHE
Wherley Joel L
CEO - Vitas Healthcare
Transactions
- Exercise/Conversion
Capital Stock
[F1]2026-02-13$469.56/sh+273$128,190→ 932 total - Exercise/Conversion
Capital Stock
[F2]2026-02-13$469.56/sh+0$0→ 932 total - Tax Payment
Capital Stock
[F3]2026-02-13$469.56/sh−80$37,565→ 852 total - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−220→ 1,290 total→ Capital Stock (220 underlying) - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−220→ 1,070 total→ Capital Stock (220 underlying) - Award
Performance Stock Units
[F6][F7]2026-02-13+1,142→ 2,212 total→ Capital Stock (1,142 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
Joel L. Wherley|2026-02-17