LEE SPENCER S 4
4 · CHEMED CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Chemed (CHE) EVP Spencer S. Lee Exercises Options, Receives PSUs
What Happened
- Spencer S. Lee, Executive Vice President of Chemed Corp (CHE), executed several equity transactions on Feb 13, 2026. He exercised/converted derivative instruments to acquire 499 shares at an exercise price of $469.56 per share (value shown $234,310). In connection with vesting/settlement of performance stock units (PSUs), 154 shares were withheld to satisfy tax obligations (154 shares × $469.56 = $72,312). In addition, 960 PSUs were settled and recorded as an award/receipt of shares (no cash consideration). There are two ledger entries of 402 shares disposed at $0 that reflect conversion/settlement bookkeeping for derivative/PSU items (not open-market sales).
Key Details
- Transaction date: February 13, 2026; Form 4 filed Feb 17, 2026 (timely within required two business days).
- Exercise: 499 shares at $469.56 each = $234,310 (code M).
- Tax/withholding: 154 shares surrendered/withheld to cover tax obligations = $72,312 (code F; footnote F3).
- PSU settlement/award: 960 PSUs settled into shares (code A); two entries of 402 shares at $0 reflect derivative/settlement bookkeeping (code M, $0).
- Footnotes: EPS-based PSU payout exceeded maximum threshold (actual performance $67.67 → 123% of target; 124.1% incl. dividends) (F1). TSR-based PSU award paid 0% (F2). PSUs represent contingent rights to receive shares and were settled on vesting (F4, F6, F5).
- Shares owned after transaction: not specified on this Form 4.
Context
- This was primarily an exercise/settlement and PSU vesting event, not an open-market sale or purchase signal. The withholding of 154 shares was to satisfy tax obligations associated with vesting/settlement (a routine administrative step, coded F).
- The presence of entries showing disposals at $0 typically reflects conversion/settlement of derivative awards rather than sales for cash—no open-market sale was reported.
- PSUs awarded in Feb 2023 vested based on performance for 2023–2025; EPS performance generated a payout above target while relative TSR produced no payout (per footnotes).
Insider Transaction Report
Form 4
CHEMED CORPCHE
LEE SPENCER S
executive vice president
Transactions
- Exercise/Conversion
Capital Stock
[F1]2026-02-13$469.56/sh+499$234,310→ 15,066 total - Exercise/Conversion
Capital Stock
[F2]2026-02-13$469.56/sh+0$0→ 15,066 total - Tax Payment
Capital Stock
[F3]2026-02-13$469.56/sh−154$72,312→ 14,912 total - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−402→ 1,966 total→ Capital Stock (402 underlying) - Exercise/Conversion
Performance Stock Units
[F4][F5]2026-02-13−402→ 1,564 total→ Capital Stock (402 underlying) - Award
Performance Stock Units
[F6][F7]2026-02-13+960→ 2,524 total→ Capital Stock (960 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
Spencer S. Lee|2026-02-17