LEE SPENCER S 4
Research Summary
AI-generated summary
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).