HUTTON THOMAS C 4
4 · CHEMED CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Chemed (CHE) VP/Director Thomas Hutton Exercises Options, Receives PSUs
What Happened
- On Feb 13, 2026, Thomas C. Hutton (Vice President and Director of Chemed Corp, ticker CHE) reported multiple derivative and award transactions. He exercised/conversioned 199 shares at $469.56 per share (total value reported $93,442) and was credited with a grant/award of 374 shares (PSUs settled in shares). To satisfy tax obligations, 72 shares were withheld (disposed) — reported value $33,808. The filing also shows two reported derivative dispositions of 160 shares each at $0.00 (see footnotes for PSU settlement details). These actions reflect option/derivative exercises and the settlement of performance-based awards rather than an open-market sale.
Key Details
- Transaction date: 2026-02-13; Form 4 filed 2026-02-17 (timely).
- Option exercise: 199 shares @ $469.56 → $93,442 acquired.
- Award/settlement: 374 shares (PSUs) acquired (no cash price reported).
- Tax withholding: 72 shares disposed to satisfy tax obligations (F4) — reported $33,808.
- Two derivative disposals of 160 shares each reported at $0.00 (see F5–F7 for PSU settlement mechanics).
- Footnotes of note:
- F1: EPS-based PSU portion exceeded the maximum threshold (award ≈123% of target; 124.1% incl. reinvested dividends).
- F3: Relative TSR PSU portion paid out at 0% of target.
- F4: Shares were withheld to satisfy tax obligations on vesting.
- F2: Administrative correction — prior filing overstated holdings by 673 shares.
- F5–F8: Describe that PSUs are contingent rights that vest based on performance and are settled in shares; performance periods and measurement dates are specified.
- Shares owned after the transactions are not shown in the excerpt provided.
Context
- These filings reflect an options/derivative exercise and the settlement of performance stock units (PSUs). The withholding of shares for taxes is a routine administrative step and is coded as F (tax withholding) in the Form 4. PSUs are performance-based awards and their final share counts depend on measured performance (see footnotes F1 and F3). The Form 4 was filed within the required reporting window.
Insider Transaction Report
Form 4
CHEMED CORPCHE
HUTTON THOMAS C
Directorvice president
Transactions
- Exercise/Conversion
Capital Stock
[F1][F2]2026-02-13$469.56/sh+199$93,442→ 32,553 total - Exercise/Conversion
Capital Stock
[F3]2026-02-13$469.56/sh+0$0→ 32,553 total - Tax Payment
Capital Stock
[F4]2026-02-13$469.56/sh−72$33,808→ 32,481 total - Exercise/Conversion
Performance Stock Units
[F5][F6]2026-02-13−160→ 774 total→ Capital Stock (160 underlying) - Exercise/Conversion
Performance Stock Units
[F5][F6]2026-02-13−160→ 614 total→ Capital Stock (160 underlying) - Award
Performance Stock Units
[F7][F8]2026-02-13+374→ 988 total→ Capital Stock (374 underlying)
Footnotes (8)
- [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]Administrative error from 8/7/24 filing; previous holdings were ouverstated by 673 shares
- [F3]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.
- [F4]Shares withheld to satisfy tax obligations in connection with vesting of PSUs.
- [F5]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.
- [F6]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.
- [F7]Each performance stock unit represents a contingent right to receive one share of Chemed Capital Stock
- [F8]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
Thomas C. Hutton|2026-02-17