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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x    Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2026

o    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 1-8351

CHEMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

31-0791746

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

255 E. Fifth Street, Suite 2600, Cincinnati, Ohio

45202

(Address of principal executive offices)

(Zip code)

(513) 762-6690

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  

x

No  

o  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  

x

No  

o  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large Accelerated Filer

x

Accelerated Filer

o

Non-accelerated Filer

o

Smaller Reporting Company

o

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  

 o 

No  

x  

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange

on which Registered

Amount

Date

Capital Stock $1 Par Value

CHE

New York Stock Exchange

13,014,915 Shares

September 30, 2026

 


‎

-1-


CHEMED CORPORATION AND

SUBSIDIARY COMPANIES

Index

Page No.

PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements

Unaudited Consolidated Balance Sheets -

September 30, 2026 and December 31, 2025

3

Unaudited Consolidated Statements of Income -

Three months and nine months ended September 30, 2026 and 2025

4

Unaudited Consolidated Statements of Cash Flows -

Nine months ended September 30, 2026 and 2025

5

Unaudited Consolidated Statements of Changes in Stockholders’ Equity-

Three months and nine months ended September 30, 2026 and 2025

6

Notes to Unaudited Consolidated Financial Statements

8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

26

Item 3. Quantitative and Qualitative Disclosures about Market Risk

43

Item 4. Controls and Procedures

43

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

43

Item 1A. Risk Factors

43

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3. Defaults Upon Senior Securities

44

Item 4. Mine Safety Disclosures

44

Item 5. Other Information

44

Item 6. Exhibits

45

EX – 10.1

EX – 31.1

EX – 31.2

EX – 32.1

EX – 32.2

EX – 101

EX – 104

SIGNATURES

46


‎

-2-


 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CHEMED CORPORATION AND SUBSIDIARY COMPANIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

September 30, 2026

December 31, 2025

ASSETS

Current assets

Cash and cash equivalents

$

48,427 

$

74,515 

Accounts receivable less allowances

254,861 

182,575 

Inventories

7,748 

7,543 

Prepaid income taxes

16,346 

11,165 

Prepaid expenses

38,346 

26,818 

Total current assets

365,728 

302,616 

Investments of deferred compensation plans held in trust

144,845 

140,347 

Properties and equipment, at cost, less accumulated depreciation of $408,486 (2025- $388,104)

216,961 

205,662 

Lease right of use asset

144,029 

131,151 

Identifiable intangible assets less accumulated amortization of $77,694 (2025 - $69,432)

78,791 

82,764 

Goodwill

754,758 

666,999 

Other assets

13,327 

8,650 

Total Assets

$

1,718,439 

$

1,538,189 

LIABILITIES

Current liabilities

Accounts payable

$

65,297 

$

64,459 

Accrued insurance

77,044 

62,054 

Accrued compensation

89,044 

58,329 

Short-term lease liability

41,209 

40,892 

Income taxes

-

2,504 

Other current liabilities

58,340 

58,892 

Total current liabilities

330,934 

287,130 

Deferred compensation liabilities

142,421 

136,139 

Long-term debt

236,000 

-

Long-term lease liability

114,985 

102,867 

Deferred income taxes

18,855 

19,313 

Other liabilities

13,823 

13,335 

Total Liabilities

857,018 

558,784 

Commitments and contingencies (Note 11)

 

 

STOCKHOLDERS' EQUITY

Capital stock - authorized 80,000,000 shares $1 par; issued 37,762,302 shares (2025 - 37,594,676 shares)

37,762 

37,595 

Paid-in capital

1,693,508 

1,592,197 

Retained earnings

3,135,794 

2,955,375 

Treasury stock - 24,802,346 shares (2025 - 23,884,187 shares)

(4,008,128)

(3,608,117)

Deferred compensation payable in Company stock

2,485 

2,355 

Total Stockholders' Equity

861,421 

979,405 

Total Liabilities and Stockholders' Equity

$

1,718,439 

$

1,538,189 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 


‎

-3-


 

CHEMED CORPORATION AND SUBSIDIARY COMPANIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Service revenues and sales

$

690,940 

$

624,900 

$

2,021,704 

$

1,890,641 

Cost of services provided and goods sold (excluding depreciation)

457,978 

425,143 

1,351,507 

1,289,778 

Selling, general and administrative expenses

111,469 

105,775 

340,993 

311,685 

Depreciation

14,427 

13,664 

42,997 

40,798 

Amortization

2,974 

2,570 

8,263 

7,713 

Other operating expense

7,670 

2,998 

7,740 

3,075 

Total costs and expenses

594,518 

550,150 

1,751,500 

1,653,049 

Income from operations

96,422 

74,750 

270,204 

237,592 

Interest expense

(2,097)

(457)

(4,398)

(1,229)

Other income - net

2,383 

9,251 

11,071 

13,970 

Income before income taxes

96,708 

83,544 

276,877 

250,333 

Income taxes

(25,060)

(19,307)

(71,224)

(61,846)

Net income

$

71,648 

$

64,237 

$

205,653 

$

188,487 

Earnings Per Share:

Net income

$

5.49 

$

4.46 

$

15.46 

$

12.97 

Average number of shares outstanding

13,058 

14,394 

13,300 

14,535 

Diluted Earnings Per Share:

Net income

$

5.45 

$

4.46 

$

15.43 

$

12.89 

Average number of shares outstanding

13,135 

14,409 

13,329 

14,620 

Cash Dividends Per Share

$

0.70 

$

0.60 

$

1.90 

$

1.60 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 


‎

-4-


 

CHEMED CORPORATION AND SUBSIDIARY COMPANIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended September 30,

2026

2025

Cash Flows from Operating Activities

Net income

$

205,653 

$

188,487 

Adjustments to reconcile net income to net cash provided

by operating activities:

Depreciation and amortization

51,260 

48,511 

Stock option expense

24,285 

24,374 

Noncash long-term incentive compensation

6,784 

3,057 

Litigation settlements

6,000 

1,850 

Noncash directors' compensation

1,191 

1,123 

Benefit for deferred income taxes

(456)

(16,259)

Amortization of debt issuance costs

255 

241 

Changes in operating assets and liabilities:

Increase in accounts receivable

(71,304)

(44,403)

Increase in inventories

(205)

(45)

Increase in prepaid expenses

(11,528)

(8,603)

Increase in accounts payable and other current liabilities

27,783 

10,102 

Change in current income taxes

(7,685)

(2,162)

Net change in lease assets and liabilities

(667)

(576)

(Increase)/decrease in other assets

(9,356)

42,048 

Increase in other liabilities

6,772 

6,355 

Other sources

840 

639 

Net cash provided by operating activities

229,622 

254,739 

Cash Flows from Investing Activities

Business combinations, net of cash acquired

(96,050)

(225)

Capital expenditures

(51,355)

(46,447)

Proceeds from sale of fixed assets

488 

3,751 

Other uses

(502)

(468)

Net cash used by investing activities

(147,419)

(43,389)

Cash Flows from Financing Activities

Proceeds from revolving line of credit

843,280 

-

Payments on revolving line of credit

(607,280)

-

Purchases of treasury stock

(350,042)

(256,944)

Proceeds from exercise of stock options

30,281 

27,152 

Dividends paid

(25,234)

(23,196)

Change in cash overdrafts payable

6,818 

610 

Capital stock surrendered to pay taxes on stock-based compensation

(3,832)

(8,484)

Debt issuance costs

(1,349)

-

Other (uses)/sources

(933)

914 

Net cash used by financing activities

(108,291)

(259,948)

Decrease in Cash and Cash Equivalents

(26,088)

(48,598)

Cash and cash equivalents at beginning of period

74,515 

178,350 

Cash and cash equivalents at end of period

$

48,427 

$

129,752 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 


‎

-5-


 

CHEMED CORPORATION AND SUBSIDIARY COMPANIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands, except per share data)

For the three months ended September 30, 2026 and 2025:

Deferred

Compensation

Treasury

Payable in

Capital

Paid-in

Retained

Stock-

Company

Stock

Capital

Earnings

at Cost

Stock

Total

Balance at June 30, 2026

$

37,613 

$

1,617,125 

$

3,073,331 

$

(3,900,000)

$

2,441 

$

830,510 

Net income

-

-

71,648 

-

-

71,648 

Dividends paid ($0.70 per share)

-

-

(9,185)

-

-

(9,185)

Stock awards and exercise of stock options

149 

76,372 

-

(42,188)

-

34,333 

Purchases of treasury stock

-

-

-

(66,031)

-

(66,031)

Excise tax on share repurchase

-

-

-

135 

-

135 

Other

-

11 

-

(44)

44 

11 

Balance at September 30, 2026

$

37,762 

$

1,693,508 

$

3,135,794 

$

(4,008,128)

$

2,485 

$

861,421 

Deferred

Compensation

Treasury

Payable in

Capital

Paid-in

Retained

Stock-

Company

Stock

Capital

Earnings

at Cost

Stock

Total

Balance at June 30, 2025

$

37,593 

$

1,576,165 

$

2,831,540 

$

(3,249,115)

$

2,302 

$

1,198,485 

Net income

-

-

64,237 

-

-

64,237 

Dividends paid ($0.60 per share)

-

-

(8,654)

-

-

(8,654)

Stock awards and exercise of stock options

-

5,101 

-

-

-

5,101 

Purchases of treasury stock

-

-

-

(180,776)

-

(180,776)

Excise tax on share repurchase

-

-

-

(1,544)

-

(1,544)

Other

-

(199)

-

(40)

73 

(166)

Balance at September 30, 2025

$

37,593 

$

1,581,067 

$

2,887,123 

$

(3,431,475)

$

2,375 

$

1,076,683 

See Accompanying Notes to Unaudited Consolidated Financial Statements.


‎

-6-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands, except per share data)

For the nine months ended September 30, 2026 and 2025:

Deferred

Compensation

Treasury

Payable in

Capital

Paid-in

Retained

Stock-

Company

Stock

Capital

Earnings

at Cost

Stock

Total

Balance at December 31, 2025

$

37,595 

$

1,592,197 

$

2,955,375 

$

(3,608,117)

$

2,355 

$

979,405 

Net income

-

-

205,653 

-

-

205,653 

Dividends paid ($1.90 per share)

-

-

(25,234)

-

-

(25,234)

Stock awards and exercise of stock options

167 

102,211 

-

(43,670)

-

58,708 

Purchases of treasury stock

-

-

-

(353,552)

-

(353,552)

Excise tax on share repurchase

-

-

-

(2,657)

-

(2,657)

Other

-

(900)

-

(132)

130 

(902)

Balance at September 30, 2026

$

37,762 

$

1,693,508 

$

3,135,794 

$

(4,008,128)

$

2,485 

$

861,421 

Deferred

Compensation

Treasury

Payable in

Capital

Paid-in

Retained

Stock-

Company

Stock

Capital

Earnings

at Cost

Stock

Total

Balance at December 31, 2024

$

37,422 

$

1,484,176 

$

2,721,832 

$

(3,126,660)

$

2,223 

$

1,118,993 

Net income

-

-

188,487 

-

-

188,487 

Dividends paid ($1.60 per share)

-

-

(23,196)

-

-

(23,196)

Stock awards and exercise of stock options

171 

95,976 

-

(49,675)

-

46,472 

Purchases of treasury stock

-

-

-

(253,477)

-

(253,477)

Excise tax on share repurchase

-

-

-

(1,544)

-

(1,544)

Other

-

915 

-

(119)

152 

948 

Balance at September 30, 2025

$

37,593 

$

1,581,067 

$

2,887,123 

$

(3,431,475)

$

2,375 

$

1,076,683 

See Accompanying Notes to Unaudited Consolidated Financial Statements.


‎

-7-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES

Notes to Unaudited Consolidated Financial Statements

1.    Basis of Presentation

As used herein, the terms “We,” “Company” and “Chemed” refer to Chemed Corporation or Chemed Corporation and its consolidated subsidiaries.

We have prepared the accompanying unaudited consolidated financial statements of Chemed in accordance with Rule 10-01 of SEC Regulation S-X. Consequently, we have omitted certain disclosures required under generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. The December 31, 2025 balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP. However, in our opinion, the financial statements presented herein contain all adjustments, consisting only of normal recurring adjustments, necessary to state fairly our financial position, results of operations and cash flows. The results of operations for the nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other future period, and we make no representations related thereto. These financial statements are prepared on the same basis as and should be read in conjunction with the audited Consolidated Financial Statements and related Notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.

INCOME TAXES

Our effective tax rate reconciliation for the third quarter is as follows (in thousands):

Three months ended September 30,

2026

2025

Income tax provision calculated at the statutory federal rate

$

20,308 

$

17,544 

State and local income taxes, less federal income tax effect

2,685 

3,120 

Nondeductible expenses:

Stock compensation tax expense

521 

-

Other--net

1,546 

(1,357)

Income tax provision

$

25,060 

$

19,307 

Effective tax rate

25.9 

%

23.1 

%

Our effective income tax rate was 25.9% in the third quarter of 2026 compared to 23.1% during the third quarter of 2025.

Our effective tax rate reconciliation for the first nine months is as follows (in thousands):

Nine months ended September 30,

2026

2025

Income tax provision calculated at the statutory federal rate

$

58,144 

$

52,570 

State and local income taxes, less federal income tax effect

8,213 

9,568 

Nondeductible expenses:

Stock compensation tax expense/(benefit)

1,022 

(513)

Other--net

3,845 

221 

Income tax provision

$

71,224 

$

61,846 

Effective tax rate

25.7 

%

24.7 

%

Our effective income tax rate was 25.7% in the first nine months of 2026 compared to 24.7% during the first nine months of 2025.

NON-CASH TRANSACTIONS

Included in the accompanying Consolidated Balance Sheets are $1.2 million and $2.1 million of capitalized property and equipment which were not paid for as of September 30, 2026 and December 31, 2025, respectively. Accrued property and equipment purchases have been excluded from capital expenditures in the accompanying Consolidated Statements of Cash Flows. There are no material non-cash amounts included in interest expense for any period presented.

-8-


BUSINESS COMBINATIONS

We account for acquired businesses using the acquisition method of accounting. All assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair value involves estimates and the use of valuation techniques when market value is not readily available. We use various techniques to determine fair value in accordance with accepted valuation models, primarily the income approach. The significant assumptions used in developing fair values include, but are not limited to, revenue growth rates, the amount and timing of future cash flows, discount rates, useful lives, royalty rates and future tax rates. The excess of purchase price over the fair value of assets and liabilities acquired is recorded as goodwill. See Note 16 for discussion of recent acquisitions.

ESTIMATES

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying Notes. Actual results could differ from those estimates. Disclosures of after-tax expenses and adjustments are based on estimates of the effective income tax rates for the applicable segments.

2.    Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update “ASU No. 2014-09 – Revenue from Contracts with Customers.” The standard and subsequent amendments are intended to develop a common revenue standard for removing inconsistencies and weaknesses, improve comparability, provide for more useful information to users through improved disclosure requirements and simplify the preparation of financial statements. The standard is also referred to as Accounting Standards Codification No. 606 (“ASC 606”).

VITAS

Service revenue for VITAS is reported at the amount that reflects the ultimate consideration we expect to receive in exchange for providing patient care. These amounts are due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), and include variable consideration for revenue adjustments due to settlements of audits and reviews, as well as certain hospice-specific revenue capitations. Amounts are generally billed monthly or subsequent to patient discharge. Subsequent changes in the transaction price initially recognized are not significant.

Hospice services are provided on a daily basis and the type of service provided is determined based on a physician’s determination of each patient’s specific needs on that given day. Reimbursement rates for hospice services are on a per diem basis regardless of the type of service provided or the payor. Reimbursement rates from government programs are established by the appropriate governmental agency and are standard across all hospice providers. Reimbursement rates from health insurers are negotiated with each payor and generally structured to closely mirror the Medicare reimbursement model. The types of hospice services provided and associated reimbursement model for each are as follows:

Routine Home Care occurs when a patient receives hospice care in their home, including a nursing home setting. The routine home care rate is paid for each day that a patient is in a hospice program and is not receiving one of the other categories of hospice care. For Medicare patients, the routine home care rate reflects a two-tiered rate, with a higher rate for the first 60 days of a hospice patient’s care and a lower rate for days 61 and after. In addition, there is a Service Intensity Add-on payment which covers direct home care visits conducted by a registered nurse or social worker in the last seven days of a hospice patient’s life, reimbursed up to 4 hours per day in 15 minute increments at the continuous home care rate.

General Inpatient Care occurs when a patient requires services in a controlled setting for a short period of time for pain control or symptom management which cannot be managed in other settings. General inpatient care services must be provided in a Medicare or Medicaid certified hospital or long-term care facility or at a freestanding inpatient hospice facility with the required registered nurse staffing.

Continuous Home Care is provided to patients while at home, including a nursing home setting, during periods of crisis when intensive monitoring and care, primarily nursing care, is required in order to achieve palliation or management of acute medical symptoms. Continuous home care requires a minimum of 8 hours of care within a 24-hour day, which begins at midnight. The care must be predominantly nursing care provided by either a registered nurse or licensed nurse practitioner. While the published Medicare continuous home care rates are daily rates, Medicare pays for continuous home care in 15 minute increments.  This 15 minute rate is calculated by dividing the daily rate by 96.

-9-


Respite Care permits a hospice patient to receive services on an inpatient basis for a short period of time in order to provide relief for the patient’s family or other caregivers from the demands of caring for the patient.  A hospice can receive payment for respite care for a given patient for up to five consecutive days at a time, after which respite care is reimbursed at the routine home care rate.

Each level of care represents a separate promise under the contract of care and is provided independently for each patient contingent upon the patient’s specific medical needs as determined by a physician. However, the clinical criteria used to determine a patient’s level of care is consistent across all patients, given that, each patient is subject to the same payor rules and regulations. As a result, we have concluded that each level of care is capable of being distinct and is distinct in the context of the contract. Furthermore, we have determined that each level of care represents a stand ready service provided as a series of either days or hours of patient care. We believe that the performance obligations for each level of care meet criteria to be satisfied over time. VITAS recognizes revenue based on the service output. VITAS believes this to be the most faithful depiction of the transfer of control of services as the patient simultaneously receives and consumes the benefits provided by our performance. Revenue is recognized on a daily or hourly basis for each patient in accordance with the reimbursement model for each type of service. VITAS’ performance obligations relate to contracts with an expected duration of less than one year. Therefore, VITAS has elected to apply the optional exception provided in ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The unsatisfied or partially satisfied performance obligations referred to above relate to bereavement services provided to patients’ families for at least 12 months after discharge.

Care is provided to patients regardless of their ability to pay. Patients who meet our criteria for charity care are provided care without charge. There is no revenue or associated accounts receivable in the accompanying Consolidated Financial Statements related to charity care. The cost of providing charity care for the quarters ended September 30, 2026 and 2025 was $2.5 million and $2.3 million, respectively. The cost of providing charity care for the first nine months ended September 30, 2026 and 2025 was $6.8 million and $6.7 million, respectively. The cost of charity care is included in cost of services provided and goods sold and is calculated by taking the ratio of charity care days to total days of care and multiplying by the total cost of care.

Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance which vary in amount. VITAS also provides service to patients without a reimbursement source and may offer those patients discounts from standard charges. VITAS estimates the transaction price for patients with deductibles and coinsurance, along with those uninsured patients, based on historical experience and current conditions. The estimate of any contractual adjustments, discounts or implicit price concessions reduces the amount of revenue initially recognized. Subsequent changes to the estimate of the transaction price are recorded as adjustments to patient service revenue in the period of change. Subsequent changes that are determined to be the result of an adverse change in the patients’ ability to pay (i.e. change in credit risk) are recorded as bad debt expense. VITAS has no material adjustments related to subsequent changes in the estimate of the transaction price or subsequent changes as the result of an adverse change in the patient’s ability to pay for any period reported.

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation and change over time. Medicare and Medicaid programs have broad authority to audit and review compliance with such laws and regulations and impose payment suspensions or modifications when merited. Additionally, the contracts we have with commercial health insurance payors provide for retroactive audit and review of claims. Settlement with third party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. The variable consideration is estimated based on the terms of the payment agreement, existing correspondence from the payor and our historical settlement activity. These estimates are adjusted in future periods, as new information becomes available.

We are subject to certain limitations on Medicare payments for services which are considered variable consideration, as follows:

Inpatient Cap. If the number of inpatient care days any hospice program provides to Medicare beneficiaries exceeds 20% of the total days of hospice care such program provided to all Medicare patients for an annual period beginning September 28, the days in excess of the 20% figure may be reimbursed only at the routine homecare rate. None of VITAS’ hospice programs exceeded the payment limits on inpatient services during the nine months ended September 30, 2026 and 2025.

Medicare Cap. We are also subject to a Medicare annual per-beneficiary cap (“Medicare Cap”). Compliance with the Medicare Cap is measured in one of two ways based on a provider election. The “streamlined” method compares total Medicare payments received under a Medicare provider number with respect to services provided to all Medicare hospice care beneficiaries in the program or programs covered by that Medicare provider number with the product of the per-beneficiary cap amount and the number of Medicare beneficiaries electing hospice care for the first time from that hospice program or programs from September 28 through September 27 of the following year. At September 30, 2026, all our programs except three are using the “streamlined” method.

-10-


The “proportional” method compares the total Medicare payments received under a Medicare provider number with respect to services provided to all Medicare hospice care beneficiaries in the program or programs covered by the Medicare provider number between September 28 and September 27 of the following year with the product of the per beneficiary cap amount and a pro-rated number of Medicare beneficiaries receiving hospice services from that program during the same period. The pro-rated number of Medicare beneficiaries is calculated based on the ratio of days the beneficiary received hospice services during the measurement period to the total number of days the beneficiary received hospice services.

We actively monitor each of our hospice programs, by provider number, as to their specific admission, discharge rate and median length of stay data in an attempt to determine whether revenues are likely to exceed the annual per-beneficiary Medicare Cap. Should we determine that revenues for a program are likely to exceed the Medicare Cap based on projected trends, we attempt to institute corrective actions, which include changes to the patient mix and increased patient admissions. However, should we project our corrective action will not prevent that program from exceeding its Medicare Cap, we estimate revenue recognized during the government fiscal year that will require repayment to the Federal government under the Medicare Cap and record an adjustment to revenue of an amount equal to a ratable portion of our best estimate for the year.

For VITAS’ patients in the nursing home setting in which Medicaid pays the nursing home room and board, VITAS serves as a pass-through between Medicaid and the nursing home. We are responsible for paying the nursing home for that patient’s room and board. Medicaid reimburses us for 95% of the amount we have paid. This results in a 5% net expense for VITAS related to nursing home room and board. This transaction creates a performance obligation in that VITAS is facilitating room and board being delivered to our patient. As a result, the 5% net expense is recognized as a contra-revenue account under ASC 606 in the accompanying financial statements.

The composition of patient care service revenue by payor and level of care for the quarter ended September 30, 2026 is as follows (in thousands):

Medicare

Medicaid

Commercial

Total

Routine home care

$

384,628 

$

13,206 

$

8,135 

$

405,969 

Inpatient care

31,534 

2,680 

2,193 

36,407 

Continuous care

19,605 

576 

978 

21,159 

$

435,767 

$

16,462 

$

11,306 

$

463,535 

All other revenue - self-pay, respite care, etc.

6,421 

Subtotal

$

469,956 

Medicare cap adjustment

(828)

Implicit price concessions

(7,743)

Room and board, net

(3,982)

Net revenue

$

457,403 

The composition of patient care service revenue by payor and level of care for the quarter ended September 30, 2025 is as follows (in thousands):

Medicare

Medicaid

Commercial

Total

Routine home care

$

341,571 

$

11,604 

$

9,230 

$

362,405 

Inpatient care

28,374 

2,318 

2,407 

33,099 

Continuous care

18,379 

603 

964 

19,946 

$

388,324 

$

14,525 

$

12,601 

$

415,450 

All other revenue - self-pay, respite care, etc.

5,807 

Subtotal

$

421,257 

Medicare cap adjustment

(6,086)

Implicit price concessions

(3,571)

Room and board, net

(3,859)

Net revenue

$

407,741 


‎

-11-


The composition of patient care service revenue by payor and level of care for the nine months ended September 30, 2026 is as follows (in thousands):

Medicare

Medicaid

Commercial

Total

Routine home care

$

1,104,696 

$

38,761 

$

24,950 

$

1,168,407 

Inpatient care

93,837 

7,353 

6,816 

108,006 

Continuous care

53,980 

1,709 

3,000 

58,689 

$

1,252,513 

$

47,823 

$

34,766 

$

1,335,102 

All other revenue - self-pay, respite care, etc.

18,204 

Subtotal

$

1,353,306 

Medicare cap adjustment

(3,703)

Implicit price concessions

(17,663)

Room and board, net

(11,178)

Net revenue

$

1,320,762 

The composition of patient care service revenue by payor and level of care for the nine months ended September 30, 2025 is as follows (in thousands):

Medicare

Medicaid

Commercial

Total

Routine home care

$

1,012,360 

$

33,915 

$

25,739 

$

1,072,014 

Inpatient care

86,716 

6,482 

6,947 

100,145 

Continuous care

63,158 

1,982 

3,082 

68,222 

$

1,162,234 

$

42,379 

$

35,768 

$

1,240,381 

All other revenue - self-pay, respite care, etc.

16,898 

Subtotal

$

1,257,279 

Medicare cap adjustment

(24,786)

Implicit price concessions

(9,875)

Room and board, net

(11,277)

Net revenue

$

1,211,341 

Roto-Rooter

Roto-Rooter provides plumbing, drain cleaning, excavation, water restoration and other related services to both residential and commercial customers primarily in the United States. Services are provided through a network of company-owned branches, independent contractors and franchisees. Service revenue for Roto-Rooter is reported at the amount that reflects the ultimate consideration we expect to receive in exchange for providing services.

Roto-Rooter owns and operates branches focusing mainly on large population centers in the United States. Roto-Rooter’s primary lines of business in company-owned branches consist of plumbing, sewer and drain cleaning, excavation and water restoration. For purposes of ASC 606 analysis, plumbing, sewer and drain cleaning, and excavation have been combined into one portfolio and are referred to as “short-term core services”. Water restoration is analyzed as a separate portfolio. The following describes the key characteristics of these portfolios:

Short-term Core Services are plumbing, drain and sewer cleaning and excavation services. These services are provided to both commercial and residential customers. The duration of services provided in this category range from a few hours to a few days. There are no significant warranty costs or on-going obligations to the customer once a service has been completed. For residential customers, payment is received at the time of job completion before the Roto-Rooter technician leaves the residence. Commercial customers may be granted credit subject to internally designated authority limits and credit check guidelines. If credit is granted, payment terms are generally 30 days or less.

Each job in this category is a distinct service with a distinct performance obligation to the customer. Revenue is recognized at the completion of each job. Variable consideration consists of pre-invoice discounts and post-invoice discounts. Pre-invoice discounts are given in the form of coupons or price concessions. Post-invoice discounts consist of credit memos generally granted to resolve customer service issues. Variable consideration is estimated based on historical activity and recorded at the time service is completed.

Water Restoration Services involve the remediation of water and humidity after a flood. These services are provided to both commercial and residential customers. The duration of services provided in this category generally ranges from 3 to 5 days. There are no significant warranties or on-going obligations to the customer once service has been completed. The majority of these services are

-12-


paid by the customer’s insurance company. Variable consideration relates primarily to allowances taken by insurance companies upon payment. Variable consideration is estimated based on historical activity and recorded at the time service is completed.

For both short-term core services and water restoration services, Roto-Rooter satisfies its performance obligation at a point in time. The services provided generally involve fixing plumbing, drainage or flood-related issues at the customer’s property. At the time service is complete, the customer acknowledges its obligation to pay for service and its satisfaction with the service performed. This provides evidence that the customer has accepted the service and Roto-Rooter is now entitled to payment. As such, Roto-Rooter recognizes revenue for these services upon completion of the job and receipt of customer acknowledgement. Roto-Rooter’s performance obligations for short-term core services and water restoration services relate to contracts with an expected duration of less than a year. Therefore, Roto-Rooter has elected to apply the optional exception provided in ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. Roto-Rooter does not have significant unsatisfied or partially unsatisfied performance obligations at the time of initial revenue recognition for short-term core or water restoration services.

Roto-Rooter owns the rights to certain territories and contracts with independent third-parties to operate the territory under Roto-Rooter’s registered trademarks (“independent contractors”). Such contracts are for a specified term but cancellable by either party without penalty with 90 days’ advance notice. Under the terms of these arrangements, Roto-Rooter provides certain back office support and advertising along with a limited license to use Roto-Rooter’s registered trademarks. The independent contractor is responsible for all day-to-day management of the business including staffing decisions and pricing of services provided. All performance obligations of Roto-Rooter cease at the termination of the arrangement.

Independent contractors pay Roto-Rooter a standard fee calculated as a percentage of their cash collection from weekly sales. The primary value for the independent contractors under these arrangements is the right to use Roto-Rooter’s registered trademarks. Roto-Rooter recognizes revenue from independent contractors over-time (weekly) as the independent contractor’s labor sales are completed and payment from customers are received. Payment from independent contractors is also received on a weekly basis. The use of Roto-Rooter’s registered trademarks and advertising provides immediate value to the independent contractor as a result of Roto-Rooter’s nationally recognized brand. Therefore, over-time recognition provides the most faithful depiction of the transfer of services as the customer simultaneously receives and consumes the benefits provided. There is no significant variable consideration related to these arrangements.

Roto-Rooter has licensed the rights to operate under Roto-Rooter’s registered trademarks in other territories to franchisees. Each such contract is for a 10 year term but cancellable by Roto-Rooter for cause with 60 day advance notice without penalty. The franchisee may cancel the contract for any reason with 60 days advance notice without penalty. Under the terms of the contract, Roto-Rooter provides national advertising and consultation on various aspects of operating a Roto-Rooter business along with the right to use Roto-Rooter’s registered trademarks. The franchisee is responsible for all day-to-day management of the business including staffing decisions, pricing of services provided and local advertising spend and placement. All performance obligations of Roto-Rooter cease at the termination of the arrangement.

Franchisees pay Roto-Rooter a standard monthly fee based on the population within the franchise territory. The standard fee is revised on a yearly basis based on changes in the Consumer Price Index for All Urban Consumers. The primary value for the franchisees under this arrangement is the right to use Roto-Rooter’s registered trademarks. Roto-Rooter recognizes revenue from franchisees over-time (monthly). Payment from franchisees is also received on a monthly basis. The use of Roto-Rooter’s registered trademarks and advertising provides immediate value to the franchisees as a result of Roto-Rooter’s nationally recognized brand. Therefore, over-time recognition provides the most faithful depiction of the transfer of services as the customer simultaneously receives and consumes the benefits provided. There is no significant variable consideration related to these arrangements.


‎

-13-


The composition of disaggregated revenue for the third quarter is as follows (in thousands):

September 30,

2026

2025

Drain cleaning

$

58,475 

$

55,454 

Plumbing

48,242 

45,753 

Excavation

61,249 

57,102 

Other

355 

220 

Subtotal - short term core

168,321 

158,529 

Water restoration

48,882 

45,196 

Independent contractors

16,867 

16,871 

Franchisee fees

1,575 

1,433 

Other

4,262 

4,449 

Gross revenue

239,907 

226,478 

Implicit price concessions and credit memos

(6,370)

(9,319)

Net revenue

$

233,537 

$

217,159 

The composition of disaggregated revenue for the first nine months is as follows (in thousands):

September 30,

2026

2025

Drain cleaning

$

175,710 

$

170,553 

Plumbing

145,727 

137,097 

Excavation

186,322 

177,833 

Other

856 

595 

Subtotal - short term core

508,615 

486,078 

Water restoration

143,587 

149,183 

Independent contractors

51,751 

52,682 

Franchisee fees

4,539 

4,262 

Other

13,649 

14,127 

Gross revenue

722,141 

706,332 

Implicit price concessions and credit memos

(21,199)

(27,032)

Net revenue

$

700,942 

$

679,300 

3.    Segments

Our segments include the VITAS segment and the Roto-Rooter segment, which comprise the structure used by our President and Chief Executive Officer, who has been determined to be our Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance. Relative contributions of each segment to service revenues and sales for the third quarter of 2026 were 66% and 34%, respectively, compared to the third quarter of 2025 which were 65% and 35%, respectively. Relative contributions of each segment to service revenues and sales for the first nine months of 2026 were 65% and 35%, respectively, compared to the first nine months of 2025 which were 64% and 36%, respectively. The vast majority of our service revenues and sales from continuing operations are generated from business within the United States. Service revenues and sales by business segment are shown in Note 2.

The reportable segments have been defined along service lines, which is consistent with the way the businesses are managed. In determining reportable segments, the RRSC and RRC operating units of the Roto-Rooter segment have been aggregated on the basis of possessing similar operating and economic characteristics. The characteristics of these operating segments and the basis for aggregation are reviewed annually.

We report corporate administrative expenses and unallocated investing and financing income and expense not directly related to either segment as “Corporate”. Corporate administrative expense includes the stewardship, accounting and reporting, legal, tax and other costs of operating a publicly held corporation. Corporate investing and financing income and expenses include the costs and income associated with corporate debt and investment arrangements.

Our CODM evaluates the segments’ operating performance based mainly on income/(loss) from operations. For each segment, the CODM compares segment income/(loss) from operations in the annual budgeting and monthly forecasting process to actual results.

-14-


The CODM considers variances on a monthly basis for evaluating performance of each segment and making decisions about allocating resources to each segment.

Segment data for the three months ended September 30, 2026 are as follows (in thousands):

Reportable

Chemed

VITAS

Roto-Rooter

Segments

Corporate

Consolidated

Service revenues and sales

$

457,403 

$

233,537 

$

690,940 

$

-

$

690,940 

Cost of services provided and goods sold

(excluding depreciation)

Wages

257,425 

78,411 

335,836 

-

335,836 

Patient care expense

48,205 

-

48,205 

-

48,205 

Other expenses

36,363 

37,574 

73,937 

-

73,937 

Total cost of services provided and goods sold

341,993 

115,985 

457,978 

-

457,978 

Selling, general and administrative expense

Wages

16,710 

23,102 

39,812 

5,090 

44,902 

Advertising

-

23,885 

23,885 

-

23,885 

Stock compensation

-

-

-

9,135 

9,135 

Other expenses

6,390 

24,046 

30,436 

3,111 

33,547 

Total selling, general and administrative expense

23,100 

71,033 

94,133 

17,336 

111,469 

Depreciation

5,791 

8,624 

14,415 

12 

14,427 

Amortization

25 

2,949 

2,974 

-

2,974 

Other operating expense

7,352 

88 

7,440 

230 

7,670 

Total costs and expenses

378,261 

198,679 

576,940 

17,578 

594,518 

Income/(loss) from operations

79,142 

34,858 

114,000 

(17,578)

96,422 

Interest expense

(54)

(145)

(199)

(1,898)

(2,097)

Intercompany interest income/(expense)

6,766 

4,574 

11,340 

(11,340)

-

Other income - net

124 

5 

129 

2,254 

2,383 

Income/(expense) before income taxes

85,978 

39,292 

125,270 

(28,562)

96,708 

Income taxes

(20,270)

(9,152)

(29,422)

4,362 

(25,060)

Net income/(loss)

$

65,708 

$

30,140 

$

95,848 

$

(24,200)

$

71,648 

Additions to long-lived assets

$

7,987 

$

73,703 

$

81,690 

$

6 

$

81,696 


‎

-15-


Segment data for the three months ended September 30, 2025 are as follows (in thousands):

Reportable

Chemed

VITAS

Roto-Rooter

Segments

Corporate

Consolidated

Service revenues and sales

$

407,741 

$

217,159 

$

624,900 

$

-

$

624,900 

Cost of services provided and goods sold

(excluding depreciation)

Wages

239,357 

72,992 

312,349 

-

312,349 

Patient care expense

43,269 

-

43,269 

-

43,269 

Other expenses

35,389 

34,136 

69,525 

-

69,525 

Total cost of services provided and goods sold

318,015 

107,128 

425,143 

-

425,143 

Selling, general and administrative expense

Wages

16,904 

21,122 

38,026 

6,440 

44,466 

Advertising

-

19,542 

19,542 

-

19,542 

Stock compensation

-

-

-

5,851 

5,851 

Other expenses

8,332 

20,008 

28,340 

7,576 

35,916 

Total selling, general and administrative expense

25,236 

60,672 

85,908 

19,867 

105,775 

Depreciation

5,354 

8,298 

13,652 

12 

13,664 

Amortization

26 

2,544 

2,570 

-

2,570 

Other operating expense/(income)

3,036 

(38)

2,998 

-

2,998 

Total costs and expenses

351,667 

178,604 

530,271 

19,879 

550,150 

Income/(loss) from operations

56,074 

38,555 

94,629 

(19,879)

74,750 

Interest expense

(56)

(132)

(188)

(269)

(457)

Intercompany interest income/(expense)

5,685 

4,030 

9,715 

(9,715)

-

Other income - net

61 

25 

86 

9,165 

9,251 

Income/(expense) before income taxes

61,764 

42,478 

104,242 

(20,698)

83,544 

Income taxes

(14,993)

(10,407)

(25,400)

6,093 

(19,307)

Net income/(loss)

$

46,771 

$

32,071 

$

78,842 

$

(14,605)

$

64,237 

Additions to long-lived assets

$

10,850 

$

6,639 

$

17,489 

$

10 

$

17,499 


‎

-16-


Segment data for the first nine months ended September 30, 2026 are as follows (in thousands):

Reportable

Chemed

VITAS

Roto-Rooter

Segments

Corporate

Consolidated

Service revenues and sales

$

1,320,762 

$

700,942 

$

2,021,704 

$

-

$

2,021,704 

Cost of services provided and goods sold

(excluding depreciation)

Wages

755,955 

238,744 

994,699 

-

994,699 

Patient care expense

141,158 

-

141,158 

-

141,158 

Other expenses

108,037 

107,613 

215,650 

-

215,650 

Total cost of services provided and goods sold

1,005,150 

346,357 

1,351,507 

-

1,351,507 

Selling, general and administrative expense

Wages

51,905 

68,647 

120,552 

15,094 

135,646 

Advertising

-

67,718 

67,718 

-

67,718 

Stock compensation

-

-

-

31,189 

31,189 

Other expenses

23,409 

69,970 

93,379 

13,061 

106,440 

Total selling, general and administrative expense

75,314 

206,335 

281,649 

59,344 

340,993 

Depreciation

17,484 

25,477 

42,961 

36 

42,997 

Amortization

78 

8,185 

8,263 

-

8,263 

Other operating expense

7,432 

78 

7,510 

230 

7,740 

Total costs and expenses

1,105,458 

586,432 

1,691,890 

59,610 

1,751,500 

Income/(loss) from operations

215,304 

114,510 

329,814 

(59,610)

270,204 

Interest expense

(158)

(466)

(624)

(3,774)

(4,398)

Intercompany interest income/(expense)

19,484 

13,661 

33,145 

(33,145)

-

Other income - net

285 

31 

316 

10,755 

11,071 

Income/(expense) before income taxes

234,915 

127,736 

362,651 

(85,774)

276,877 

Income taxes

(56,088)

(29,899)

(85,987)

14,763 

(71,224)

Net income/(loss)

$

178,827 

$

97,837 

$

276,664 

$

(71,011)

$

205,653 

Additions to long-lived assets

$

21,309 

$

126,760 

$

148,069 

$

31 

$

148,100 


‎

-17-


Segment data for the first nine months ended September 30, 2025 are as follows (in thousands):

Reportable

Chemed

VITAS

Roto-Rooter

Segments

Corporate

Consolidated

Service revenues and sales

$

1,211,341 

$

679,300 

$

1,890,641 

$

-

$

1,890,641 

Cost of services provided and goods sold

(excluding depreciation)

Wages

716,335 

226,168 

942,503 

-

942,503 

Patient care expense

124,656 

-

124,656 

-

124,656 

Other expenses

110,475 

112,144 

222,619 

-

222,619 

Total cost of services provided and goods sold

951,466 

338,312 

1,289,778 

-

1,289,778 

Selling, general and administrative expense

Wages

51,188 

63,326 

114,514 

13,919 

128,433 

Advertising

-

56,654 

56,654 

-

56,654 

Stock compensation

-

-

-

27,668 

27,668 

Other expenses

25,673 

63,876 

89,549 

9,381 

98,930 

Total selling, general and administrative expense

76,861 

183,856 

260,717 

50,968 

311,685 

Depreciation

15,863 

24,899 

40,762 

36 

40,798 

Amortization

78 

7,635 

7,713 

-

7,713 

Other operating expense/(income)

3,155 

(80)

3,075 

-

3,075 

Total costs and expenses

1,047,423 

554,622 

1,602,045 

51,004 

1,653,049 

Income/(loss) from operations

163,918 

124,678 

288,596 

(51,004)

237,592 

Interest expense

(150)

(394)

(544)

(685)

(1,229)

Intercompany interest income/(expense)

16,436 

11,930 

28,366 

(28,366)

-

Other income - net

170 

58 

228 

13,742 

13,970 

Income/(expense) before income taxes

180,374 

136,272 

316,646 

(66,313)

250,333 

Income taxes

(45,353)

(32,344)

(77,697)

15,851 

(61,846)

Net income/(loss)

$

135,021 

$

103,928 

$

238,949 

$

(50,462)

$

188,487 

Additions to long-lived assets

$

22,234 

$

24,825 

$

47,059 

$

15 

$

47,074 

Identifiable assets by segment are as follows (in thousands):

September 30,

December 31,

2026

2025

VITAS

$

882,094 

$

784,927 

Roto-Rooter

652,773 

528,587 

Reportable segments

1,534,867 

1,313,514 

Corporate

183,572 

224,675 

Chemed consolidated

$

1,718,439 

$

1,538,189 


‎

-18-


4.    Earnings per Share

Earnings per share (“EPS”) are computed using the weighted average number of shares of capital stock outstanding. Earnings and diluted earnings per share are computed as follows (in thousands, except per share data):

Net Income

For the Three Months Ended September 30,

Income

Shares

Earnings per Share

2026

Earnings

$

71,648 

13,058 

$

5.49 

Dilutive stock options

-

38 

Nonvested stock awards

-

39 

Diluted earnings

$

71,648 

13,135 

$

5.45 

2025

Earnings

$

64,237 

14,394 

$

4.46 

Dilutive stock options

-

2 

Nonvested stock awards

-

13 

Diluted earnings

$

64,237 

14,409 

$

4.46 

Net Income

For the Nine Months Ended September 30,

Income

Shares

Earnings per Share

2026

Earnings

$

205,653 

13,300 

$

15.46 

Dilutive stock options

-

2 

Nonvested stock awards

-

27 

Diluted earnings

$

205,653 

13,329 

$

15.43 

2025

Earnings

$

188,487 

14,535 

$

12.97 

Dilutive stock options

-

55 

Nonvested stock awards

-

30 

Diluted earnings

$

188,487 

14,620 

$

12.89 

For the three and nine months ended September 30, 2026, there were 513,000 and 1.1 million, respectively, stock options excluded from the computation of dilutive earnings per share because they would have been anti-dilutive.

For the three and nine months ended September 30, 2025, there were 892,000 and 592,000, respectively, stock options excluded from the computation of dilutive earnings per share because they would have been anti-dilutive.

5.    Long-Term Debt and Lines of Credit

On April 10, 2026, we replaced our existing credit facility (the “Prior Credit Agreement”) with a sixth amended and restated Credit Agreement (“Credit Agreement”). Terms of the Credit Agreement consist of a five-year $450.0 million revolving credit facility including $100.0 million for letters of credit. This Credit Agreement has a floating interest rate that is the secured overnight financing rate (“SOFR”) plus an additional tiered rate which varies based on our current leverage ratio. As of September 30, 2026, the interest rate is SOFR plus 100 basis points. The Credit Agreement includes an expansion feature that provides the Company the opportunity to increase its revolver by an additional $250.0 million.

The long-term debt outstanding under the Credit Agreement as of September 30, 2026 is $236.0 million.

-19-


The Credit Agreement contains the following quarterly financial covenants:

Description

Requirement

Leverage Ratio (Consolidated Indebtedness/Consolidated Adj. EBITDA)

< 3.50 to 1.00

Interest Coverage Ratio (Consolidated Adj. EBITDA/Consolidated Interest Expense)

> 3.00 to 1.00

We were in compliance with all debt covenants as of September 30, 2026. We have issued $47.3 million in standby letters of credit as of September 30, 2026, mainly for insurance purposes. Issued letters of credit reduce our available credit under the Credit Agreement. As of September 30, 2026, we had approximately $166.7 million of unused lines of credit available and eligible to be drawn down under the Credit Agreement.

6. Other Operating Expense

Other operating expense comprises the following (in thousands):

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

Legal settlements

$

7,483 

$

2,850 

$

7,483 

$

2,850 

Loss on disposal of fixed assets

187 

148 

257 

225 

Total other operating expenses

$

7,670 

$

2,998 

$

7,740 

$

3,075 

7.    Other Income – Net

Other income – net comprises the following (in thousands): 

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

Market value adjustment on assets held in deferred compensation trust

$

2,077 

$

6,703 

$

9,661 

$

6,791 

Interest income

295 

2,555 

1,399 

7,186 

Other

11 

(7)

11 

(7)

Total other income - net

$

2,383 

$

9,251 

$

11,071 

$

13,970 

8.    Leases

Chemed and each of its operating subsidiaries are service companies. As such, real estate leases comprise the largest lease obligation (and conversely, right of use asset) in our lease portfolio. VITAS has leased office space, as well as space for inpatient units (“IPUs”) and/or contract beds within hospitals. Roto-Rooter mainly has leased office space. Our leases have remaining terms of under 1 year to 12 years, some of which include options to extend the lease for up to 5 years, and some of which include options to terminate the lease within 1 year.

Roto-Rooter purchases equipment and leases it to certain of its independent contractors. We analyzed these leases in accordance with ASC 842 and determined they are operating leases. As a result, Roto-Rooter capitalizes the equipment underlying these leases, depreciates the equipment and recognizes rental income.

We do not currently have any finance leases, therefore all lease information disclosed is related to operating leases.


‎

-20-


The components of balance sheet information related to leases were as follows:

September 30,


‎
December 31,

2026

2025

Assets

Operating lease assets

$

144,029 

$

131,151 

Liabilities

Current operating leases

41,209 

40,892 

Noncurrent operating leases

114,985 

102,867 

Total operating lease liabilities

$

156,194 

$

143,759 

The components of lease expense for the third quarter are as follows (in thousands):

Three months ended September 30,

2026

2025

Lease Expense (a)

Operating lease expense

$

17,682 

$

17,359 

Sublease income

(18)

(28)

Net lease expense

$

17,664 

$

17,331 

The components of lease expense for the first nine months are as follows (in thousands):

Nine months ended September 30,

2026

2025

Lease Expense (a)

Operating lease expense

$

52,307 

$

50,945 

Sublease income

(74)

(94)

Net lease expense

$

52,233 

$

50,851 

(a)Includes short-term leases and variable lease costs, which are immaterial. Included in both cost of services provided and goods sold and selling, general and administrative expenses.

The components of cash flows information related to leases were as follows:

Nine months ended September 30,

2026

2025

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from leases

$

42,893 

$

41,516 

Leased assets obtained in exchange for new operating lease liabilities

$

51,761 

$

37,752 

Weighted Average Remaining Lease Term at September 30, 2026

Operating leases

4.84

years

Weighted Average Discount Rate at September 30, 2026

Operating leases

4.38

%


‎

-21-


Maturity of Operating Lease Liabilities (in thousands)

2026

$

14,223 

2027

46,546 

2028

36,109 

2029

29,621 

2030

21,667 

Thereafter

26,446 

Total lease payments

$

174,612 

Less: interest

(18,418)

Total liability recognized on the balance sheet

$

156,194 

For leases commencing prior to April 2019, minimum rental payments exclude payments to landlords for real estate taxes and common area maintenance. Operating lease payments include $10.6 million related to extended lease terms that are reasonably certain of being exercised and exclude $3.4 million of lease payments for leases signed but not yet commenced.

9.    Stock-Based Compensation Plans

On February 13, 2026, the Compensation/Incentive Committee of the Board of Directors (“CIC”) granted 8,400 Performance Stock Units (“PSUs”) that vest contingent upon the achievement of certain total shareholder return (“TSR”) targets as compared to the TSR of a group of peer companies for the three-year period ending December 31, 2028, the date at which such awards vest. The cumulative compensation cost of the TSR-based PSU award to be recorded over the three-year service period is $5.2 million.

On February 13, 2026, the CIC also granted 8,400 PSUs that vest contingent upon the achievement of certain earnings per share (“EPS”) targets for the three-year period ending December 31, 2028. At the end of each reporting period, the Company estimates the number of shares that it believes will ultimately be earned and records the corresponding expense over the service period of the award. We currently estimate the cumulative compensation cost of the EPS-based PSUs to be recorded over the three-year service period is $3.9 million.

10.    Retirement Plans

All of the Company’s plans that provide retirement and similar benefits are defined contribution plans. These expenses include the impact of market gains and losses on assets held in deferred compensation plans and are recorded in selling, general and administrative expenses. Net gains for the Company’s retirement and profit-sharing plans, excess benefit plans and other similar plans are as follows (in thousands):

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

$

6,721 

$

10,413 

$

26,242 

$

21,503 

 

11.    Legal and Regulatory Matters

The VITAS segment of the Company’s business operates in a heavily-regulated industry. As a result, the Company is subjected to inquiries and investigations by various government agencies, which can result in penalties including repayment obligations, funding withholding, or debarment, as well as to lawsuits, including qui tam actions. The following describes the material lawsuits and investigations of which the Company is currently aware.

Regulatory Matters and Litigation

VITAS was one of a group of hospice providers selected by the Office of the Inspector General’s (“OIG”) Office of Audit Services (“OAS”) for inclusion in an audit of the provision of elevated level-of-care hospice services, which reviewed 100 out of a total population of 50,850 inpatient and continuous care claims.

On August 29, 2022, VITAS received a demand letter from its Medicare Administrative Contractor (“MAC”) seeking repayment of $50.3 million. VITAS appealed the overpayment decision and deposited $50.3 million under the “Immediate Recoupment” process.

-22-


On February 3, 2025, an Administrative Law Judge (“ALJ”) ruled that VITAS’ care met Medicare’s hospice standards for the applicable higher level of care as originally billed for all but one of the claims appealed, and therefore VITAS was entitled to receive payment for all such claims. With respect to the one claim that the judge did not fully side with VITAS, the judge found that four of the five days billed met the applicable standard and only one day did not.

In a letter dated March 18, 2025, VITAS’ MAC provided notice that due to the ALJ’s ruling the total overpayment amount was reduced to a de minimis amount, and on April 1, 2025 refunded VITAS all previously unreturned deposited amounts in excess of that dollar figure.

As a result of the previously disclosed cybersecurity incident and data breach on October 24, 2025, multiple class action lawsuits were filed against VITAS alleging various causes of action and seeking damages resulting from the breach. All outstanding cases were consolidated and the Company has reached an agreement to settle them for a non-material amount fully covered by VITAS’ cybersecurity insurance.

Regardless of the outcome of the preceding matters, dealing with the various regulatory agencies and opposing parties can adversely affect us through defense costs, potential payments, withholding of governmental funding, diversion of management time, and related publicity.

12.    Concentration of Risk

As of September 30, 2026, and December 31, 2025, approximately 72% and 58%, respectively, of VITAS’ total accounts receivable balance were from Medicare and 25% and 34% respectively, of VITAS’ total accounts receivable balance were due from various state Medicaid or managed Medicaid programs. Combined accounts receivable from Medicare, Medicaid, and managed Medicaid represent approximately 81% of the consolidated net accounts receivable in the accompanying consolidated balance sheets as of September 30, 2026.

VITAS has a pharmacy services contract with one service provider for specified pharmacy services related to its hospice operations. Similarly, VITAS obtains the majority of its medical supplies from a single vendor. A large majority of VITAS’ pharmaceutical and medical supplies purchases are from these vendors. The pharmaceutical and medical supplies purchased by VITAS are available through many providers in the United States. However, a disruption from VITAS’ main service providers could adversely impact VITAS’ operations, including temporary logistical challenges and increased cost associated with getting medication and medical supplies to our patients.

 

13.    Cash Overdrafts and Cash Equivalents

There is $17.8 million in cash overdrafts payable included in accounts payable at September 30, 2026. There were $11.0 million of cash overdrafts payable included in accounts payable at December 31, 2025.

From time to time throughout the year, we invest excess cash in money market funds with major commercial banks. We closely monitor the creditworthiness of the institutions with which we invest our overnight funds. In 2023, Chemed began investing excess cash in money market funds holding US Treasuries. Deposits and withdrawals are made daily, based on the Company’s excess cash balance. There are no penalties associated with withdrawals. The accounts bear interest at a normal market rate.

14.    Financial Instruments

FASB’s authoritative guidance on fair value measurements defines a hierarchy which prioritizes the inputs in fair value measurements. Level 1 measurements are measurements using quoted prices in active markets for identical assets or liabilities. Level 2 measurements use significant other observable inputs. Level 3 measurements are measurements using significant unobservable inputs which require a company to develop its own assumptions. In recording the fair value of assets and liabilities, companies must use the most reliable measurement available.


‎

-23-


The following shows the carrying value, fair value, and the hierarchy for our financial instruments as of September 30, 2026 (in thousands):

Fair Value Measure

Carrying Value

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Investments of deferred compensation plans held in trust

$

144,845 

$

144,845 

$

-

$

-

Cash equivalents

10,046 

10,046 

-

-

The following shows the carrying value, fair value and the hierarchy for our financial instruments as of December 31, 2025 (in thousands):

Fair Value Measure

Carrying Value

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Investments of deferred compensation plans held in trust

$

140,347 

$

140,347 

$

-

$

-

Cash equivalents

94,273 

94,273 

-

-

For cash, accounts receivable and accounts payable, the carrying amount is a reasonable estimate of fair value because of the liquidity and short-term nature of these instruments. As further described in Note 5, our outstanding long-term debt has a floating interest rate that is reset at short-term intervals, generally 30 or 60 days. The interest rate we pay also includes an additional amount based on our current leverage ratio. As such, we believe our borrowings reflect significant nonperformance risks, mainly credit risk. Based on these factors, we believe the fair value of our long-term debt approximates its carrying value.

15.    Capital Stock Repurchase Plan Transactions

We repurchased the following capital stock:

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

Total cost of repurchased shares (in thousands)

$

66,031 

$

180,776 

$

353,552 

$

253,477 

Shares repurchased

125,000 

407,500 

835,000 

532,500 

Weighted average price per share

$

528.24 

$

443.62 

$

423.42 

$

476.02 

In February 2026, the Board of Directors authorized $300.0 million for additional stock repurchases under Chemed’s existing share repurchase program. We currently have $73.7 million of authorization remaining under this share repurchase plan.

16.    Acquisitions

On September 16, 2026, Roto-Rooter completed the acquisition of RotoCo, LLC (“RotoCo”), the largest independent Roto-Rooter franchise for $60.6 million using borrowings under Chemed’s existing $450.0 million revolving credit facility. The territories acquired include Northern San Diego, Palm Springs, Ventura, Bakersfield, Lancaster, Fresno, Monterey, Stockton, Manteca and Sacramento, California.

Other acquisitions completed in 2026 include the following: In the third quarter of 2026, Roto-Rooter completed one acquisition of a franchise in California for $1.9 million in cash. In the second quarter of 2026, Roto-Rooter completed two acquisitions, consisting of one franchise in New York and one franchise in Texas, for a total of $12.9 million in cash. In the first quarter of 2026, Roto-Rooter completed two acquisitions, consisting of one franchise in Texas and one franchise in California, for a total of $20.6 million in cash.


‎

-24-


The preliminary purchase price allocation for the acquired franchises are as follows (in thousands):

RotoCo, LLC

All Other 2026 Acquisitions

Total

Goodwill

$

56,650 

$

31,149 

$

87,799 

Property, plant and equipment

3,970 

687 

4,657 

Reacquired franchise rights

-

3,279 

3,279 

All other identifiable intangibles assets

-

525 

525 

Other assets and liabilities - net

-

(210)

(210)

$

60,620 

$

35,430 

$

96,050 

The purchase price allocation for RotoCo is preliminary and subject to adjustment during the measurement period. The Company is finalizing its evaluation of certain acquired assets, including reacquired franchise rights and other identifiable intangible assets, and the resulting goodwill. Based on information currently available, management does not expect the final valuation to materially affect the preliminary purchase price allocation. The Company expects to complete the evaluation in the fourth quarter of 2026.

The pro forma revenue and earnings for the Company for the three and nine months ended September 30, as if all the acquisitions made in 2026 were completed on January 1, 2025 are as follows (in thousands, except per share data):

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

Service revenues and sales

$

702,024 

$

637,879 

$

2,064,470 

$

1,930,565 

Net income

$

72,009 

$

64,875 

$

207,636 

$

190,114 

Earnings per share

$

5.51 

$

4.51 

$

15.61 

$

13.08 

Diluted earnings per share

$

5.48 

$

4.50 

$

15.58 

$

13.00 

On January 3, 2025, Roto-Rooter completed the acquisition of one franchise in Michigan for $225,000 in cash. Revenue and net income from acquisitions made in 2025 are not material.

Goodwill is assessed for impairment on a yearly basis as of October 1. The primary factor that contributed to the purchase price resulting in the recognition of goodwill is operational efficiencies expected as a result of integrating the operations of the acquisitions into the organizational structure. All goodwill recognized is deductible for tax purposes.

Shown below is movement in Goodwill (in thousands):

VITAS

Roto-Rooter

Total

Balance at December 31, 2025

$

404,866

$

262,133

$

666,999

Business combinations

-

87,799

87,799

Foreign currency adjustments

-

(40)

(40)

Balance at September 30, 2026

$

404,866

$

349,892

$

754,758

17. Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards Update “ASU 2024-03 – Disaggregation of Income Statement Expenses”. The guidance provides enhanced disclosures about commonly presented expense categories such as cost of sales, selling, general and administrative expenses and research and development. The objective is to provide investors with a better understanding of the entity’s performance, assess potential future cash flows and comparability with other entities. The guidance is effective for fiscal periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently analyzing the impact of the ASU on the current footnote disclosures.

In September 2025, the FASB issued Accounting Standards Update “ASU 2025-06 – Intangibles – Goodwill and Other – Internal – Use Software”. The guidance seeks to modernize the accounting guidance for the costs to develop software for internal use. The guidance amends the existing standard to better align with current software development methods. Entities will start capitalizing eligible costs when management has authorized and committed to funding software projects and when it is probable that the projects will be completed and used as intended. The guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. The Company is currently analyzing the impact of the ASU on the consolidated financial statements.


‎

-25-


Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

We operate through our two wholly-owned subsidiaries, VITAS Healthcare Corporation and Roto-Rooter Group, Inc. VITAS focuses on hospice care that helps make terminally ill patients’ final days as comfortable as possible. Through its teams of doctors, nurses, home health aides, social workers, clergy and volunteers, VITAS provides direct medical services to patients, as well as spiritual and emotional counseling to both patients and their families. Roto-Rooter’s services are focused on providing plumbing, drain cleaning, excavation, water restoration, and other related services to both residential and commercial customers. Through its network of company-owned branches, independent contractors and franchisees, Roto-Rooter offers plumbing and drain cleaning service to over 90% of the U.S. population.

The vast majority of the Company’s operations are located in the United States. As both operations are service companies, our employees are the most critical resource of the Company. We have very little exposure related to customers, vendors, or employees in other regions of the world. We continue to monitor macroeconomic trends and uncertainties such as inflation, the effects of recently implemented tariffs, and the potential imposition of modified or additional tariffs, as well as the impact of the war with Iran on fuel prices, which may have adverse effects on net sales and profitability. Based on preliminary analysis of the potential effects of the announced tariffs and these other factors, while we have realized an increase in fuel costs, which has affected our margins, we do not expect a material negative effect on our net sales or profitability for the remainder of fiscal year 2026. However, we are continuing to evaluate these factors and their potential effects as well as our ability to potentially offset all or a portion of cost increases through pricing actions and cost savings efforts for fiscal year 2027 planning. Economic pressures including the challenges of high inflation and the effects of increased tariffs and the impact of the war with Iran may negatively affect our net sales and profitability in the future.

The following is a summary of the key operating results (in thousands except per share amounts):

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

Service revenues and sales

$

690,940 

$

624,900 

$

2,021,704 

$

1,890,641 

Net income

$

71,648 

$

64,237 

$

205,653 

$

188,487 

Diluted EPS

$

5.45 

$

4.46 

$

15.43 

$

12.89 

Adjusted net income

$

88,725 

$

75,906 

$

246,146 

$

221,701 

Adjusted diluted EPS

$

6.75 

$

5.27 

$

18.47 

$

15.16 

Adjusted EBITDA

$

133,785 

$

109,045 

$

371,847 

$

326,070 

Adjusted EBITDA as a % of revenue

19.4 

%

17.4 

%

18.4 

%

17.2 

%

Adjusted net income, adjusted diluted EPS, earnings before interest, taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA and Adjusted EBITDA as a percent of revenue are not measures derived in accordance with US GAAP. We provide non-GAAP measures to help readers evaluate our operating results and to compare our operating performance with that of similar companies that have different capital structures. Our non-GAAP measures should not be considered in isolation or as a substitute for comparable measures presented in accordance with GAAP. A reconciliation of our non-GAAP measures is presented on pages 39-41.

For the three months ended September 30, 2026, the increase in consolidated service revenues and sales was driven by a 12.2% increase at VITAS and a 7.5% increase at Roto-Rooter. The increase in service revenues at VITAS is comprised primarily of 9.4% increase in days-of-care and a geographically weighted average Medicare reimbursement rate increase of approximately 2.2%. Acuity mix shift negatively impacted revenue growth by 25-basis points in the quarter when compared to the prior year quarter’s revenue and level-of-care mix. The combination of Medicare Cap and other contra revenue changes increased revenue growth by 85-basis points. The increase in service revenues at Roto-Rooter was driven by an increase in all service lines.

For the nine months ended September 30, 2026, the increase in consolidated service revenues and sales was driven by a 9.0% increase at VITAS and by a 3.2% increase at Roto-Rooter. The increase in service revenues at VITAS is comprised primarily of 5.9% increase in days-of-care and a geographically weighted average Medicare reimbursement rate increase of approximately 2.4%. Acuity mix shift negatively impacted revenue growth by 89-basis points in the year when compared to the prior year’s revenue and level-of-care mix. The combination of Medicare Cap and other contra revenue changes increased revenue growth by 159-basis points. The increase in service revenues at Roto-Rooter was driven by an increase in plumbing, drain cleaning and excavation offset by a decrease in water restoration and in the Independent Contractors.

-26-


On September 16, 2026, Roto-Rooter completed the acquisition of RotoCo, LLC (“RotoCo”), the largest independent Roto-Rooter franchise for $60.6 million using borrowings under Chemed’s existing $450.0 million revolving credit facility. The territories acquired include Northern San Diego, Palm Springs, Ventura, Bakersfield, Lancaster, Fresno, Monterey, Stockton, Manteca and Sacramento, California.

Other acquisitions completed in 2026 include the following, in the third quarter of 2026, Roto-Rooter completed one acquisition for one franchise in California for a total of $1.9 million in cash. In the second quarter of 2026, Roto-Rooter completed two acquisitions for one franchise in New York and one franchise in Texas for a total of $12.9 million in cash. In the first quarter of 2026, Roto-Rooter completed two acquisitions for one franchise in Texas and one franchise in California for a total of $20.6 million in cash.

Financial Condition

Liquidity and Capital Resources

Material changes in the balance sheet accounts from December 31, 2025 to September 30, 2026 include the following:

A $72.3 million increase in accounts receivable due primarily to the timing of payments received from the Federal government at VITAS. We typically receive a payment in excess of $63.0 million from the Federal government for hospice services every other Friday. The timing of a period end will have a significant impact on the accounts receivable at VITAS. These changes generally normalize over a two-year period, as cash flow variations in one year are offset in the following year.

An $11.5 million increase in prepaid expenses due primarily to renewal of insurance policies during the year.

A $12.9 million increase in lease right of use asset due to lease renewals. This resulted in a similar increase in the lease liability accounts.

An $87.8 million increase in goodwill due to the six acquisitions at Roto-Rooter.

A $15.0 million increase in accrued insurance related to a $6.0 million legal settlement of a casualty insurance claim and an increase in casualty and medical insurance expenses.

A $30.7 million increase in accrued compensation due to yearly bonus accruals and timing of payroll at VITAS.

A $236.0 million increase in long-term debt due primarily to acquisitions and stock repurchases.

A $400.0 million increase in treasury stock due to stock repurchases.

Net cash provided by operating activities decreased $25.1 million from September 30, 2025 to September 30, 2026. See the Unaudited Consolidated Statements of Cash Flows on page 5 for the detail components making up the change.

Management continually evaluates cash utilization alternatives, including share repurchase, debt repurchase, acquisitions and increased dividends to determine the most beneficial use of available capital resources.

We anticipate that our operating income and cash flows will be sufficient to operate our business and meet any commitments for the foreseeable future.

Commitments and Contingencies

On April 10, 2026, we replaced the Prior Credit Agreement with a sixth amended and restated Credit Agreement. Terms of the Credit Agreement consist of a five-year $450.0 million revolving credit facility including $100.0 million for letters of credit. This Credit Agreement has a floating interest rate that is generally the secured overnight financing rate (“SOFR”) plus an additional tiered rate which varies based on our current leverage ratio. As of September 30, 2026, the interest rate is SOFR plus 100 basis points. The Credit Agreement includes an expansion feature that provides the Company the opportunity to increase its revolver by an additional $250.0 million.

We have issued $47.3 million in standby letters of credit as of September 30, 2026, mainly for insurance purposes. Issued letters of credit reduce our available credit under the Credit Agreement. As of September 30, 2026, we have approximately $166.7 million of unused lines of credit available and are eligible to be drawn down under the Credit Agreement. Management believes its liquidity and sources of capital are satisfactory for the Company’s needs in the foreseeable future.

Collectively, the terms of the Credit Agreement require us to meet various financial covenants, to be tested quarterly. We are in compliance with all financial and other debt covenants as of September 30, 2026.

We are subject to various lawsuits and claims in the normal course of our business. In addition, we periodically receive communications from governmental and regulatory agencies concerning compliance with Medicare and Medicaid billing requirements at our VITAS subsidiary. We establish reserves for specific, uninsured liabilities in connection with regulatory and legal action that we deem to be probable and estimable. We disclose the existence of regulatory and legal actions when we believe it is reasonably possible that a loss could occur in connection with the specific action. In most instances, we are unable to make a reasonable estimate of any

-27-


reasonably possible liability due to the uncertainty of the outcome and stage of litigation. We record legal fees associated with legal and regulatory actions as the costs are incurred.

See Note 11 in the Notes to the Unaudited Consolidated Financial Statements in Item 1 above for a description of current material legal matters.
‎

-28-


Results of Operations

Three months ended September 30, 2026 versus 2025 - Consolidated Results

Our service revenues and sales for the third quarter of 2026 increased 10.6% versus services revenue and sales for the third quarter of 2025. Of this increase, a $49.7 million increase was attributable to VITAS, and a $16.4 million increase was attributable to Roto-Rooter. The following chart shows the components of revenue by operating segment (in thousands):

Three months ended September 30,

Increase/(Decrease)

2026

2025

Percent

VITAS

Routine homecare

$

405,969 

$

362,405 

12.0 

General inpatient

36,407 

33,099 

10.0 

Continuous care

21,159 

19,946 

6.1 

Other

6,421 

5,807 

10.6 

Subtotal

469,956 

421,257 

11.6 

Medicare cap adjustment

(828)

(6,086)

86.4 

Room and board - net

(3,982)

(3,859)

(3.2)

Implicit price concessions

(7,743)

(3,571)

(116.8)

Net revenue

$

457,403 

$

407,741 

12.2 

Roto-Rooter

Drain cleaning

$

58,475 

$

55,454 

5.4 

Plumbing

48,242 

45,753 

5.4 

Excavation

61,249 

57,102 

7.3 

Other

355 

220 

61.4 

Subtotal - short term core

168,321 

158,529 

6.2 

Water restoration

48,882 

45,196 

8.2 

Independent contractors

16,867 

16,871 

(0.0)

Outside franchisee fees

1,575 

1,433 

9.9 

Other

4,262 

4,449 

(4.2)

Gross revenue

239,907 

226,478 

5.9 

Implicit price concessions

(6,370)

(9,319)

31.6 

Net revenue

233,537 

217,159 

7.5 

Total Revenues

$

690,940 

$

624,900 

10.6 

Days of care at VITAS during the quarters were as follows:

Three months ended September 30,

Increase/(Decrease)

2026

2025

Percent

Routine homecare

1,872,071 

1,685,859 

11.0 

Nursing home

312,663 

309,192 

1.1 

Respite

12,502 

12,184 

2.6 

Subtotal routine homecare and respite

2,197,236 

2,007,235 

9.5 

General inpatient

30,494 

28,530 

6.9 

Continuous care

19,683 

18,309 

7.5 

Total days of care

2,247,413 

2,054,074 

9.4 

The increase in service revenues at VITAS is comprised primarily of 9.4% increase in days-of-care and a geographically weighted average Medicare reimbursement rate increase of approximately 2.2%. Acuity mix shift negatively impacted revenue growth by 25-basis points in the quarter when compared to the prior year revenue and level-of-care mix. The combination of Medicare Cap and other contra revenue changes increased revenue growth by 85-basis points.

The increase in plumbing revenues for the third quarter of 2026 versus 2025 is attributable to a 10.5% increase in price and service mix shift offset by a 5.1% decrease in job count. The increase in drain cleaning revenues for the third quarter of 2026 versus 2025 is attributable to a 6.4% increase in price and service mix offset by a 1.0% decrease in job count. Excavation and water restoration

-29-


jobs are generally sold as a result of initial calls from customers regarding drain cleaning issues. As a result, excavation revenues increased 7.3% and water restoration revenues increased 8.2%. Implicit price concessions and credit memos decreased 31.6% mainly related to the improved collections in water restoration business.

The consolidated gross margin was 33.7% in the third quarter of 2026 as compared with 32.0% in the third quarter of 2025. On a segment basis, VITAS’ gross margin was 25.2% in the third quarter of 2026 as compared with 22.0% in the third quarter of 2025. The increase was primarily related to increased revenues including a $5.3 million decrease in Medicare Cap billing limitation in the third quarter of 2026 compared to third quarter of 2025 as well as continued focus on expense control. The Roto-Rooter segment’s gross margin was 50.3% for the third quarter of 2026 which was almost equal to the third quarter of 2025.

Selling, general and administrative expenses (“SG&A”) comprise (in thousands):

Three months ended September 30,

2026

2025

SG&A expenses before long-term incentive compensation and the impact of market value adjustments related to deferred compensation trusts

$

106,241 

$

99,288 

Impact of market value adjustments related to assets held in deferred compensation trusts

2,077 

6,703 

Long-term incentive compensation

3,151 

(216)

Total SG&A expenses

$

111,469 

$

105,775 

SG&A expenses before long-term incentive compensation and the impact of market value adjustments related to deferred compensation trusts for the third quarter of 2026 were up 7.0% when compared to the third quarter of 2025. Of this increase $4.3 million was the result of increased advertising at Roto-Rooter in the third quarter of 2026 compared to the third quarter of 2025. The remaining increase was the result of normal salary increases and increased incentive compensation.

Other operating expense (in thousands):

Three months ended September 30,

2026

2025

Legal settlements

$

7,483 

$

2,850 

Loss on disposal of fixed assets

187 

148 

Total other operating expenses

$

7,670 

$

2,998 

Other income – net comprise (in thousands):

Three months ended September 30,

2026

2025

Market value adjustment on assets held in deferred compensation trusts

$

2,077 

$

6,703 

Interest income

295 

2,555 

Other

11 

(7)

Total other income - net

$

2,383 

$

9,251 

We invest excess cash in money market funds with major commercial banks. We closely monitor the creditworthiness of the institutions with which we invest our overnight funds. Chemed invests excess cash in money market funds holding US Treasuries. Deposits and withdrawals are made daily, based on the Company’s excess cash balance. There are no penalties associated with withdrawals. The accounts bear interest at a normal market rate.

Our effective tax rate reconciliation is as follows (in thousands):

Three months ended September 30,

2026

2025

Income tax provision calculated at the statutory federal rate

$

20,308 

$

17,544 

State and local income taxes, less federal income tax effect

2,685 

3,120 

Nondeductible expenses:

Stock compensation tax expense

521 

-

Other--net

1,546 

(1,357)

Income tax provision

$

25,060 

$

19,307 

Effective tax rate

25.9 

%

23.1 

%

-30-


Net income for both periods included the following after-tax items/adjustments that (reduced) or increased after-tax earnings (in thousands):

Three months ended September 30,

2026

2025

VITAS

Legal settlements

$

(5,076)

$

(2,152)

Roto-Rooter

Amortization of reacquired franchise agreements

(1,804)

(1,806)

Acquisition expense

(1,324)

-

Corporate

Stock option expense

(5,284)

(5,259)

Long-term incentive compensation

(2,830)

213 

Excess tax expenses on stock compensation

(521)

-

Legal settlements

(238)

-

Other

-

(2,665)

Total

$

(17,077)

$

(11,669)

Three months ended September 30, 2026 versus 2025 - Segment Results

Net income/(loss) for the third quarter of 2026 versus the third quarter of 2025 by segment (in thousands):

Three months ended September 30,

2026

2025

VITAS

$

65,708 

$

46,771 

Roto-Rooter

30,140 

32,071 

Corporate

(24,200)

(14,605)

$

71,648 

$

64,237 

After-tax earnings as a percent of revenue at VITAS in the third quarter of 2026 was 14.4% as compared to 11.5% in the third quarter of 2025. VITAS’ after-tax earnings increased primarily due to increased revenues including a $5.3 million decrease in Medicare Cap liability in the third quarter of 2026 compared to the third quarter of 2025.

Roto-Rooter’s net income was negatively impacted in the third quarter of 2026 compared to the third quarter of 2025 due to an increase in marketing, fuel, and acquisition expenses. Roto-Rooter’s after-tax earnings as a percent of revenue in the third quarter of 2026 was 13.0%, as compared to 14.8% in the third quarter of 2025.

After-tax Corporate expenses for the third quarter of 2026 increased 65.7% when compared to the third quarter in 2025 due primarily to a $2.3 million decrease in interest income related to lower cash and investment balances, a $1.6 million increase in interest expense related to an increase in long-term debt as a result of stock repurchases and acquisitions, a $1.6 million increase in intercompany interest expense, a $3.1 million increase in stock-based compensation and a $520,000 decrease in excess tax benefit related to reduced stock option exercises.


‎

-31-


Results of Operations

Nine months ended September 30, 2026 versus 2025 - Consolidated Results

Our service revenues and sales for the first nine months of 2026 increased 6.9% versus services revenue and sales for the first nine months of 2025. Of this increase, a $109.4 million increase was attributable to VITAS, and a $21.6 million increase was attributable to Roto-Rooter. The following chart shows the components of revenue by operating segment (in thousands):

Nine months ended September 30,

Increase/(Decrease)

2026

2025

Percent

VITAS

Routine homecare

$

1,168,407 

$

1,072,014 

9.0 

General inpatient

108,006 

100,145 

7.8 

Continuous care

58,689 

68,222 

(14.0)

Other

18,204 

16,898 

7.7 

Subtotal

1,353,306 

1,257,279 

7.6 

Medicare cap adjustment

(3,703)

(24,786)

85.1 

Room and board - net

(11,178)

(11,277)

0.9 

Implicit price concessions

(17,663)

(9,875)

(78.9)

Net revenue

$

1,320,762 

$

1,211,341 

9.0 

Roto-Rooter

Drain cleaning

$

175,710 

$

170,553 

3.0 

Plumbing

145,727 

137,097 

6.3 

Excavation

186,322 

177,833 

4.8 

Other

856 

595 

43.9 

Subtotal - short term core

508,615 

486,078 

4.6 

Water restoration

143,587 

149,183 

(3.8)

Independent contractors

51,751 

52,682 

(1.8)

Outside franchisee fees

4,539 

4,262 

6.5 

Other

13,649 

14,127 

(3.4)

Gross revenue

722,141 

706,332 

2.2 

Implicit price concessions

(21,199)

(27,032)

21.6 

Net revenue

700,942 

679,300 

3.2 

Total Revenues

$

2,021,704 

$

1,890,641 

6.9 

Days of care at VITAS during the nine months ended September 30 were as follows:

Nine months ended September 30,

Increase/(Decrease)

2026

2025

Percent

Routine homecare

5,356,050 

4,980,883 

7.5 

Nursing home

910,534 

923,458 

(1.4)

Respite

35,684 

33,619 

6.1 

Subtotal routine homecare and respite

6,302,268 

5,937,960 

6.1 

General inpatient

90,671 

86,447 

4.9 

Continuous care

55,065 

62,576 

(12.0)

Total days of care

6,448,004 

6,086,983 

5.9 

The increase in service revenues at VITAS is comprised primarily of 5.9% increase in days-of-care and a geographically weighted average Medicare reimbursement rate increase of approximately 2.4%. Acuity mix shift negatively impacted revenue growth by 89-basis points in the year when compared to the prior year revenue and level-of-care mix. The combination of Medicare Cap and other contra revenue changes increased revenue growth by 159-basis points.

The increase in plumbing revenues for the first nine months of 2026 versus 2025 is attributable to an 11.6% increase in price and service mix shift offset by a 5.3% decrease in job count. The increase in drain cleaning revenues for the first nine months of 2026 versus 2025 is attributable to an 8.5% increase in price and service mix offset by a 5.5% decrease in job count. The increase in excavation

-32-


revenues for the first nine months of 2026 versus 2025 is attributable to a 6.6% increase in price and service mix shift offset by a 1.8% decrease in job count. Water restoration revenues decreased 3.8%, and contractors operations decreased 1.8%. Implicit price concessions and credit memos decreased 21.6% mainly related to the improved collections in water restoration business.

The consolidated gross margin was 33.2% in the first nine months of 2026 as compared with 31.8% in the first nine months of 2025. On a segment basis, VITAS’ gross margin was 23.9% in the first nine months of 2026 as compared with 21.5% in the first nine months of 2025. The increase was primarily related to increased revenues including a $21.1 million decrease in Medicare Cap billing limitation in the first nine months of 2026 compared to the first nine months of 2025 as well as continued focus on expense control. The Roto-Rooter segment’s gross margin was 50.6% for the first nine months of 2026 which was almost equal to the first nine months of 2025.

Selling, general and administrative expenses (“SG&A”) comprise (in thousands):

Nine months ended September 30,

2026

2025

SG&A expenses before long-term incentive compensation and the impact of market value adjustments related to deferred compensation trusts

$

324,428 

$

301,600 

Impact of market value adjustments related to assets held in deferred compensation trusts

9,661 

6,791 

Long-term incentive compensation

6,904 

3,294 

Total SG&A expenses

$

340,993 

$

311,685 

SG&A expenses before long-term incentive compensation and the impact of market value adjustments related to deferred compensation trusts for the first nine months of 2026 were up 7.6% when compared to the first nine months of 2025. $11.1 million of this increase was the result of increased advertising at Roto-Rooter in the first nine months of 2026 compared to the first nine months of 2025. The remaining increase was the result of normal salary increases and increased incentive compensation.

Other operating expense (in thousands):

Nine months ended September 30,

2026

2025

Legal settlements

$

7,483 

$

2,850 

Loss on disposal of fixed assets

257 

225 

Total other operating (income)/expenses

$

7,740 

$

3,075 

Other income – net comprise (in thousands):

Nine months ended September 30,

2026

2025

Market value adjustment on assets held in deferred compensation trusts

$

9,661 

$

6,791 

Interest income

1,399 

7,186 

Other

11 

(7)

Total other income - net

$

11,071 

$

13,970 

We invest excess cash in money market funds with major commercial banks. We closely monitor the creditworthiness of the institutions with which we invest our overnight funds. Chemed invests excess cash in money market funds holding US Treasuries. Deposits and withdrawals are made daily, based on the Company’s excess cash balance. There are no penalties associated with withdrawals. The accounts bear interest at a normal market rate.

Our effective tax rate reconciliation is as follows (in thousands):

Nine months ended September 30,

2026

2025

Income tax provision calculated at the statutory federal rate

$

58,144 

$

52,570 

State and local income taxes, less federal income tax effect

8,213 

9,568 

Nondeductible expenses:

Stock compensation tax expense/(benefit)

1,022 

(513)

Other--net

3,845 

221 

Income tax provision

$

71,224 

$

61,846 

Effective tax rate

25.7 

%

24.7 

%

-33-


Net income for both periods include the following after tax items/adjustments that (reduce) or increased after tax earnings (in thousands):

Nine months ended September 30,

2026

2025

VITAS

Legal settlements

$

(5,491)

$

(2,152)

Acquisition expense

(6)

-

Roto-Rooter

Amortization of reacquired franchise agreements

(5,412)

(5,419)

Acquisition expense

(1,497)

-

Corporate

Stock option expense

(20,638)

(20,576)

Long-term incentive compensation

(6,189)

(2,915)

Excess tax (expenses)/benefits on stock compensation

(1,022)

513 

Legal settlements

(238)

-

Other

-

(2,665)

Total

$

(40,493)

$

(33,214)

Nine months ended September 30, 2026 versus 2025 - Segment Results

Net income/(loss) for the first nine months of 2026 versus the first nine months of 2025 by segment (in thousands):

Nine months ended September 30,

2026

2025

VITAS

$

178,827 

$

135,021 

Roto-Rooter

97,837 

103,928 

Corporate

(71,011)

(50,462)

$

205,653 

$

188,487 

After-tax earnings as a percent of revenue at VITAS in the first nine months of 2026 was 13.5% as compared to 11.1% in the first nine months of 2025. The increase was primarily related to increased revenues including a $21.1 million decrease in Medicare Cap liability in the first nine months of 2026 compared to the first nine months of 2025.

Roto-Rooter’s net income was negatively impacted in the first nine months of 2026 compared to the first nine months of 2025 due mainly to an increase in marketing, fuel, and acquisition expenses. Roto-Rooter’s after-tax earnings as a percent of revenue in the first nine months of 2026 was 14.0%, as compared to 15.3% in the first nine months of 2025.

After-tax Corporate expenses for the first nine months of 2026 increased 40.7% when compared to the first nine months in 2025 due primarily to a $5.8 million decrease in interest income related to lower cash and investment balances, a $3.2 million increase in interest expense related to an increase in long-term debt as a result of stock repurchases and acquisitions, a $4.8 million increase in intercompany interest expense, a $3.3 million increase in stock-based compensation and a $1.5 million decrease in excess tax benefit related to reduced stock option exercises.


‎

-34-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026

(in thousands)(unaudited)

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

2026 (a)

                         

                         

                         

                         

Service revenues and sales

$

457,403 

$

233,537 

$

-

$

690,940 

Cost of services provided and goods sold

341,993 

115,985 

-

457,978 

Selling, general and administrative expenses

23,100 

71,033 

17,336 

111,469 

Depreciation

5,791 

8,624 

12 

14,427 

Amortization

25 

2,949 

-

2,974 

Other operating expense

7,352 

88 

230 

7,670 

Total costs and expenses

378,261 

198,679 

17,578 

594,518 

Income/(loss) from operations

79,142 

34,858 

(17,578)

96,422 

Interest expense

(54)

(145)

(1,898)

(2,097)

Intercompany interest income/(expense)

6,766 

4,574 

(11,340)

-

Other income—net

124 

5 

2,254 

2,383 

Income/(expense) before income taxes

85,978 

39,292 

(28,562)

96,708 

Income taxes

(20,270)

(9,152)

4,362 

(25,060)

Net income/(loss)

$

65,708 

$

30,140 

$

(24,200)

$

71,648 

(a) The following amounts are included in net income (in thousands):

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

Pretax benefit/(cost):

Legal settlements

$

(6,705)

$

-

$

(308)

$

(7,013)

Stock option expense

-

-

(5,984)

(5,984)

Long-term incentive compensation

-

-

(3,151)

(3,151)

Amortization of reacquired franchise agreements

-

(2,352)

-

(2,352)

Acquisition expense

-

(1,726)

-

(1,726)

Total

$

(6,705)

$

(4,078)

$

(9,443)

$

(20,226)

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

After-tax benefit/(cost):

Legal settlements

$

(5,076)

$

-

$

(238)

$

(5,314)

Stock option expense

-

-

(5,284)

(5,284)

Long-term incentive compensation

-

-

(2,830)

(2,830)

Amortization of reacquired franchise agreements

-

(1,804)

-

(1,804)

Acquisition expense

-

(1,324)

-

(1,324)

Excess tax expense on stock compensation

-

-

(521)

(521)

Total

$

(5,076)

$

(3,128)

$

(8,873)

$

(17,077)


‎

-35-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025

(in thousands)(unaudited)

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

2025 (a)

                         

                         

                         

                         

Service revenues and sales

$

407,741 

$

217,159 

$

-

$

624,900 

Cost of services provided and goods sold

318,015 

107,128 

-

425,143 

Selling, general and administrative expenses

25,236 

60,672 

19,867 

105,775 

Depreciation

5,354 

8,298 

12 

13,664 

Amortization

26 

2,544 

-

2,570 

Other operating expense/(income)

3,036 

(38)

-

2,998 

Total costs and expenses

351,667 

178,604 

19,879 

550,150 

Income/(loss) from operations

56,074 

38,555 

(19,879)

74,750 

Interest expense

(56)

(132)

(269)

(457)

Intercompany interest income/(expense)

5,685 

4,030 

(9,715)

-

Other income—net

61 

25 

9,165 

9,251 

Income/(expense) before income taxes

61,764 

42,478 

(20,698)

83,544 

Income taxes

(14,993)

(10,407)

6,093 

(19,307)

Net income/(loss)

$

46,771 

$

32,071 

$

(14,605)

$

64,237 

(a) The following amounts are included in net income (in thousands):

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

Pretax benefit/(cost):

Stock option expense

$

-

$

-

$

(6,067)

$

(6,067)

Legal settlements

(2,850)

-

-

(2,850)

Amortization of reacquired franchise agreements

-

(2,352)

-

(2,352)

Long-term incentive compensation

-

-

216 

216 

Other

-

-

(2,665)

(2,665)

Total

$

(2,850)

$

(2,352)

$

(8,516)

$

(13,718)

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

After-tax benefit/(cost):

Stock option expense

$

-

$

-

$

(5,259)

$

(5,259)

Legal settlements

(2,152)

-

-

(2,152)

Amortization of reacquired franchise agreements

-

(1,806)

-

(1,806)

Long-term incentive compensation

-

-

213 

213 

Other

-

-

(2,665)

(2,665)

Total

$

(2,152)

$

(1,806)

$

(7,711)

$

(11,669)


‎

-36-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

(in thousands)(unaudited)

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

2026 (a)

                         

                         

                         

                         

Service revenues and sales

$

1,320,762 

$

700,942 

$

-

$

2,021,704 

Cost of services provided and goods sold

1,005,150 

346,357 

-

1,351,507 

Selling, general and administrative expenses

75,314 

206,335 

59,344 

340,993 

Depreciation

17,484 

25,477 

36 

42,997 

Amortization

78 

8,185 

-

8,263 

Other operating expense

7,432 

78 

230 

7,740 

Total costs and expenses

1,105,458 

586,432 

59,610 

1,751,500 

Income/(loss) from operations

215,304 

114,510 

(59,610)

270,204 

Interest expense

(158)

(466)

(3,774)

(4,398)

Intercompany interest income/(expense)

19,484 

13,661 

(33,145)

-

Other income—net

285 

31 

10,755 

11,071 

Income/(expense) before income taxes

234,915 

127,736 

(85,774)

276,877 

Income taxes

(56,088)

(29,899)

14,763 

(71,224)

Net income/(loss)

$

178,827 

$

97,837 

$

(71,011)

$

205,653 

(a) The following amounts are included in net income (in thousands):

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

Pretax benefit/(cost):

Stock option expense

$

-

$

-

$

(24,285)

$

(24,285)

Legal settlements

(7,253)

-

(308)

(7,561)

Amortization of reacquired franchise agreements

-

(7,056)

-

(7,056)

Long-term incentive compensation

-

-

(6,904)

(6,904)

Acquisition expense

(8)

(1,953)

-

(1,961)

Total

$

(7,261)

$

(9,009)

$

(31,497)

$

(47,767)

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

After-tax benefit/(cost):

Stock option expense

$

-

$

-

$

(20,638)

$

(20,638)

Long-term incentive compensation

-

-

(6,189)

(6,189)

Legal settlements

(5,491)

-

(238)

(5,729)

Amortization of reacquired franchise agreements

-

(5,412)

-

(5,412)

Acquisition expense

(6)

(1,497)

-

(1,503)

Excess tax expense on stock compensation

-

-

(1,022)

(1,022)

Total

$

(5,497)

$

(6,909)

$

(28,087)

$

(40,493)


‎

-37-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(in thousands)(unaudited)

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

2025 (a)

                         

                         

                         

                         

Service revenues and sales

$

1,211,341 

$

679,300 

$

-

$

1,890,641 

Cost of services provided and goods sold

951,466 

338,312 

-

1,289,778 

Selling, general and administrative expenses

76,861 

183,856 

50,968 

311,685 

Depreciation

15,863 

24,899 

36 

40,798 

Amortization

78 

7,635 

-

7,713 

Other operating expense/(income)

3,155 

(80)

-

3,075 

Total costs and expenses

1,047,423 

554,622 

51,004 

1,653,049 

Income/(loss) from operations

163,918 

124,678 

(51,004)

237,592 

Interest expense

(150)

(394)

(685)

(1,229)

Intercompany interest income/(expense)

16,436 

11,930 

(28,366)

-

Other income - net

170 

58 

13,742 

13,970 

Income/(expense) before income taxes

180,374 

136,272 

(66,313)

250,333 

Income taxes

(45,353)

(32,344)

15,851 

(61,846)

Net income/(loss)

$

135,021 

$

103,928 

$

(50,462)

$

188,487 

(a) The following amounts are included in net income (in thousands):

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

Pretax benefit/(cost):

Stock option expense

$

-

$

-

$

(24,374)

$

(24,374)

Amortization of reacquired franchise agreements

-

(7,056)

-

(7,056)

Long-term incentive compensation

-

-

(3,294)

(3,294)

Legal settlements

(2,850)

-

-

(2,850)

Other

-

-

(2,665)

(2,665)

Total

$

(2,850)

$

(7,056)

$

(30,333)

$

(40,239)

Chemed

VITAS

Roto-Rooter

Corporate

Consolidated

After-tax benefit/(cost):

Stock option expense

$

-

$

-

$

(20,576)

$

(20,576)

Amortization of reacquired franchise agreements

-

(5,419)

-

(5,419)

Long-term incentive compensation

-

-

(2,915)

(2,915)

Legal settlements

(2,152)

-

-

(2,152)

Excess tax benefits on stock compensation

-

-

513 

513 

Other

-

-

(2,665)

(2,665)

Total

$

(2,152)

$

(5,419)

$

(25,643)

$

(33,214)


‎

-38-


Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA

Chemed Corporation and Subsidiary Companies

(in thousands)

Chemed

For the three months ended September 30, 2026

VITAS

Roto-Rooter

Corporate

Consolidated

                         

                         

                         

Net income/(loss)

$

65,708 

$

30,140 

$

(24,200)

$

71,648 

Add/(deduct):

Interest expense

54 

145 

1,898 

2,097 

Income taxes

20,270 

9,152 

(4,362)

25,060 

Depreciation

5,791 

8,624 

12 

14,427 

Amortization

25 

2,949 

-

2,974 

EBITDA

91,848 

51,010 

(26,652)

116,206 

Add/(deduct):

Intercompany interest expense/(income)

(6,766)

(4,574)

11,340 

-

Interest income

(113)

(5)

(177)

(295)

Legal settlements

6,705 

-

308 

7,013 

Stock option expense

-

-

5,984 

5,984 

Long-term incentive compensation

-

-

3,151 

3,151 

Acquisition expense

-

1,726 

-

1,726 

Adjusted EBITDA

$

91,674 

$

48,157 

$

(6,046)

$

133,785 

Chemed

For the three months ended September 30, 2025

VITAS

Roto-Rooter

Corporate

Consolidated

Net income/(loss)

$

46,771 

$

32,071 

$

(14,605)

$

64,237 

Add/(deduct):

Interest expense

56 

132 

269 

457 

Income taxes

14,993 

10,407 

(6,093)

19,307 

Depreciation

5,354 

8,298 

12 

13,664 

Amortization

26 

2,544 

-

2,570 

EBITDA

67,200 

53,452 

(20,417)

100,235 

Add/(deduct):

Intercompany interest expense/(income)

(5,685)

(4,030)

9,715 

-

Interest income

(69)

(25)

(2,462)

(2,556)

Stock option expense

-

-

6,067 

6,067 

Legal settlements

2,850 

-

-

2,850 

Long-term incentive compensation

-

-

(216)

(216)

Other

-

-

2,665 

2,665 

Adjusted EBITDA

$

64,296 

$

49,397 

$

(4,648)

$

109,045 


‎

-39-


Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA

Chemed Corporation and Subsidiary Companies

(in thousands)

Chemed

For the nine months ended September 30, 2026

VITAS

Roto-Rooter

Corporate

Consolidated

                         

                         

                         

Net income/(loss)

$

178,827 

$

97,837 

$

(71,011)

$

205,653 

Add/(deduct):

Interest expense

158 

466 

3,774 

4,398 

Income taxes

56,088 

29,899 

(14,763)

71,224 

Depreciation

17,484 

25,477 

36 

42,997 

Amortization

78 

8,185 

-

8,263 

EBITDA

252,635 

161,864 

(81,964)

332,535 

Add/(deduct):

Intercompany interest expense/(income)

(19,484)

(13,661)

33,145 

-

Interest income

(274)

(31)

(1,094)

(1,399)

Stock option expense

-

-

24,285 

24,285 

Legal settlements

7,253 

-

308 

7,561 

Long-term incentive compensation

-

-

6,904 

6,904 

Acquisition expense

8 

1,953 

-

1,961 

Adjusted EBITDA

$

240,138 

$

150,125 

$

(18,416)

$

371,847 

Chemed

For the nine months ended September 30, 2025

VITAS

Roto-Rooter

Corporate

Consolidated

Net income/(loss)

$

135,021 

$

103,928 

$

(50,462)

$

188,487 

Add/(deduct):

Interest expense

150 

394 

685 

1,229 

Income taxes

45,353 

32,344 

(15,851)

61,846 

Depreciation

15,863 

24,899 

36 

40,798 

Amortization

78 

7,635 

-

7,713 

EBITDA

196,465 

169,200 

(65,592)

300,073 

Add/(deduct):

Intercompany interest expense/(income)

(16,436)

(11,930)

28,366 

-

Interest income

(176)

(58)

(6,952)

(7,186)

Stock option expense

-

-

24,374 

24,374 

Long-term incentive compensation

-

-

3,294 

3,294 

Legal settlements

2,850 

-

-

2,850 

Other

-

-

2,665 

2,665 

Adjusted EBITDA

$

182,703 

$

157,212 

$

(13,845)

$

326,070 


‎

-40-


RECONCILIATION OF ADJUSTED NET INCOME

(in thousands, except per share data)(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Net income as reported

$

71,648 

$

64,237 

$

205,653 

$

188,487 

Add/(deduct) pre-tax cost of:

Stock option expense

5,984 

6,067 

24,285 

24,374 

Legal settlements

7,013 

2,850 

7,561 

2,850 

Amortization of reacquired franchise agreements

2,352 

2,352 

7,056 

7,056 

Long-term incentive compensation

3,151 

(216)

6,904 

3,294 

Acquisition expense

1,726 

-

1,961 

-

Other

-

2,665 

-

2,665 

Add/(deduct) tax impacts:

Tax impact of the above pre-tax adjustments (1)

(3,670)

(2,049)

(8,296)

(6,512)

Excess tax expense/(benefit) on stock compensation

521 

-

1,022 

(513)

Adjusted net income

$

88,725 

$

75,906 

$

246,146 

$

221,701 

Diluted Earnings Per Share As Reported

Net income

$

5.45 

$

4.46 

$

15.43 

$

12.89 

Average number of shares outstanding

13,135 

14,409 

13,329 

14,620 

Adjusted Diluted Earnings Per Share

Adjusted net income

$

6.75 

$

5.27 

$

18.47 

$

15.16 

Adjusted average number of shares outstanding

13,135 

14,409 

13,329 

14,620 

(1) The tax impact of pre-tax adjustments was calculated using the effective tax rate of the operating unit for which each adjustment is associated.


‎

-41-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES

OPERATING STATISTICS FOR VITAS SEGMENT

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

OPERATING STATISTICS

2026

2025

2026

2025

Net revenue ($000)

Homecare

$

405,969

$

362,405

$

1,168,407

$

1,072,014

Inpatient

36,407

33,099

108,006

100,145

Continuous care

21,159

19,946

58,689

68,222

Other

6,421

5,807

18,204

16,898

Subtotal

$

469,956

$

421,257

$

1,353,306

$

1,257,279

Room and board, net

(3,982)

(3,859)

(11,178)

(11,277)

Contractual allowances

(7,743)

(3,571)

(17,663)

(9,875)

Medicare cap allowance

(828)

(6,086)

(3,703)

(24,786)

Total

$

457,403

$

407,741

$

1,320,762

$

1,211,341

Net revenue as a percent of total before Medicare cap allowances

Homecare

86.4

%

86.0

%

86.3

%

85.3

%

Inpatient

7.7

7.9

8.0

8.0

Continuous care

4.5

4.7

4.3

5.4

Other

1.4

1.4

1.4

1.3

Subtotal

100.0

100.0

100.0

100.0

Room and board, net

(0.8)

(0.8)

(0.8)

(0.9)

Contractual allowances

(1.7)

(0.8)

(1.3)

(0.8)

Medicare cap allowance

(0.2)

(1.4)

(0.3)

(2.0)

Total

97.3

%

97.0

%

97.6

%

96.3

%

Days of care

Homecare

1,872,071

1,685,859

5,356,050

4,980,883

Nursing home

312,663

309,192

910,534

923,458

Respite

12,502

12,184

35,684

33,619

Subtotal routine homecare and respite

2,197,236

2,007,235

6,302,268

5,937,960

Inpatient

30,494

28,530

90,671

86,447

Continuous care

19,683

18,309

55,065

62,576

Total

2,247,413

2,054,074

6,448,004

6,086,983

Number of days in relevant time period

92

92

273

273

Average daily census (days)

Homecare

20,348

18,325

19,619

18,245

Nursing home

3,399

3,361

3,335

3,383

Respite

136

132

131

123

Subtotal routine homecare and respite

23,883

21,818

23,085

21,751

Inpatient

331

310

332

317

Continuous care

214

199

202

229

Total

24,428

22,327

23,619

22,297

Total Admissions

18,995

17,714

57,514

53,398

Total Discharges

18,426

17,348

55,130

52,931

Average length of stay (days)

103.5

109.7

102.5

121.9

Median length of stay (days)

17.0

18.0

16.0

18.0

ADC by major diagnosis

Cerebro

44.1

%

44.1

%

44.4

%

44.6

%

Neurological

11.2

11.6

11.1

11.8

Cancer

9.2

10.1

9.4

9.8

Cardio

16.8

15.9

16.6

16.0

Respiratory

8.1

7.7

7.9

7.4

Other

10.6

10.6

10.6

10.4

Total

100.0

%

100.0

%

100.0

%

100.0

%

Admissions by major diagnosis

Cerebro

28.0

%

27.1

%

27.5

%

27.6

%

Neurological

6.7

6.9

6.9

6.8

Cancer

24.7

26.6

24.3

25.9

Cardio

14.9

14.3

15.3

14.7

Respiratory

12.3

10.5

12.2

10.9

Other

13.4

14.6

13.8

14.1

Total

100.0

%

100.0

%

100.0

%

100.0

%

Estimated uncollectible accounts as a percent of revenues

1.2

%

0.9

%

1.3

%

0.8

%

Accounts receivable --

Days of revenue outstanding- excluding unapplied Medicare payments

39.0

37.5

n.a.

n.a.

Days of revenue outstanding- including unapplied Medicare payments

37.4

34.0

n.a.

n.a.


‎

-42-


Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information

Certain statements contained in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe”, “expect”, “hope”, “anticipate”, “plan” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. These forward-looking statements are based on current expectations and assumptions and involve various known and unknown risks, uncertainties, contingencies and other factors, which could cause Chemed’s actual results to differ from those expressed in such forward-looking statements. Variances in any or all of the risks, uncertainties, contingencies, and other factors from our assumptions could cause actual results to differ materially from these forward-looking statements and trends. In addition, our ability to deal with the unknown outcomes of these events, many of which are beyond our control, may affect the reliability of projections and other financial matters. Investors are cautioned that such forward-looking statements are subject to inherent risk and there are no assurances that the matters contained in such statements will be achieved. Chemed does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary market risk exposure relates to interest rate risk exposure through its variable interest line of credit. At September 30, 2026, the Company has $236.0 million of variable rate debt outstanding. For each $10 million borrowed under the credit facility, an increase or decrease of 100 basis points (1%), increases or decreases the Company’s annual interest expense by $100,000.

The Company continually evaluates this interest rate exposure and periodically weighs the cost versus the benefit of fixing the variable interest rates through a variety of hedging techniques.

Item 4.    Controls and Procedures

We carried out an evaluation, under the supervision of the Company’s President and Chief Executive Officer and with the participation of the Executive Vice President, Chief Financial Officer and Controller, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Controller have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. There has been no change in our internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings

For information regarding the Company’s legal proceedings, see Note 11, Legal and Regulatory Matters, under Part I, Item I of this Quarterly Report on Form 10-Q.

Item 1A.    Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds


‎

-43-


Item 2(c).    Purchases of Equity Securities by Issuer and Affiliated Purchasers

The following table shows the activity related to our share repurchase program for the first nine months of 2026:

Total Number

Weighted Average

Cumulative Shares

Dollar Amount

of Shares

Price Paid Per

Repurchased Under

Remaining Under

Repurchased

Share

the Program

The Program

February 2011 Program 

January 1 through January 31, 2026

-

$

-

12,161,858 

$

127,282,674 

February 1 through February 28, 2026 (1)

-

-

12,161,858 

427,282,674 

March 1 through March 31, 2026

500,000 

395.36 

12,661,858 

$

229,601,903 

First Quarter Total

500,000 

$

395.36 

April 1 through April 30, 2026

40,300 

$

422.59 

12,702,158 

$

212,571,327 

May 1 through May 31, 2026

109,700 

424.12 

12,811,858 

166,045,452 

June 1 through June 30, 2026

60,000 

438.07 

12,871,858 

$

139,761,356 

Second Quarter Total

210,000 

$

427.81 

July 1 through July 31, 2026

-

$

-

12,871,858 

$

139,761,356 

August 1 through August 31, 2026

75,000 

543.40 

12,946,858 

99,006,380 

September 1 through September 30, 2026

50,000 

505.51 

12,996,858 

$

73,730,994 

Third Quarter Total

125,000 

$

528.24 

(1) In February 2026, our Board of Directors authorized an additional $300.0 million under the February 2011 Repurchase Program.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

None.

Item 5.    Other Information

None.
‎

-44-


Item 6.    Exhibits

Exhibit No.

Description

10.1

Sixth Amended and Restated Credit Agreement

31.1

Certification by Kevin J. McNamara pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act of 1934.

31.2

Certification by Michael D. Witzeman pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act of 1934.

32.1

Certification by Kevin J. McNamara pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification by Michael D. Witzeman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 

The following materials from Chemed Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) The Condensed Consolidated Balance Sheet, (ii) The Condensed Consolidated Statement of Income, (iii) The Condensed Consolidated Statement of Cash Flows, (iv) The Condensed Statement of Equity, and (v) Notes to the Condensed Consolidated Financial Statements.

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in iXBRL and contained in Exhibit 101.


‎

-45-


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Chemed Corporation

(Registrant)

Dated:

October 29, 2026

By:

/s/ Kevin J. McNamara

Kevin J. McNamara

(President and Chief Executive Officer)

Dated:

October 29, 2026

By:

/s/ Michael D. Witzeman

Michael D. Witzeman

(Executive Vice President, Chief Financial Officer and Controller)

-46-


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-31.1

EX-31.2

EX-32.1

EX-32.2

EX-101.SCH

EX-101.CAL

EX-101.DEF

EX-101.LAB

EX-101.PRE

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