CHEMED CORP·4

Feb 17, 3:58 PM ET

Wherley Joel L 4

Research Summary

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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.