10q10k10q10k.net

What changed in CHEMED CORP's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of CHEMED CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+134 added−114 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in CHEMED CORP's 2025 10-K

134 paragraphs added · 114 removed · 106 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

35 edited+6 added−3 removed172 unchanged
Biggest changeCalifornia has enacted and subsequently amended the Climate Corporate Data Accountability Act (SB 253) and Greenhouse Gases Climate-Related Financial Risk (SB 261).
Biggest changeCalifornia has enacted and subsequently amended the Climate Corporate Data Accountability Act (SB 253) and Greenhouse Gases Climate-Related Financial Risk (SB 261). An injunction has been granted that prohibits The California Air Resources Board (“CARB”) from enforcing the requirement to submit SB 261’s Climate-Related Financial Risk reports, and SB 253 has been challenged on multiple grounds.
The Civil Monetary Penalties Statute provides that civil penalties ranging between $20,000 and $100,000 per claim or act (each adjusted for inflation) may be imposed on any person or entity that knowingly submits improperly filed claims for federal health benefits or that offers or makes payment to induce a beneficiary or provider to reduce or limit the use of health care services or to use a particular provider or supplier.
The Civil Monetary Penalties Statute provides that civil penalties ranging between $20,000 and $100,000 per claim or act (each adjusted for inflation) may be imposed on any person or entity that knowingly submits improperly filed claims for federal health benefits or that offers or makes payment to induce a beneficiary or provider to reduce or limit the use of health 9 care services or to use a particular provider or supplier.
The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of 12 the Exchange Act are electronically available through the SEC (http://www.sec.gov) or the Company’s website as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC.
The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are electronically available through the SEC (http://www.sec.gov) or the Company’s website as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC.
Roto-Rooter employs regional safety managers, who are all OSHA authorized trainers, as well as other employees across its geographies who are authorized to provide OSHA training. Specialized roles, such as excavation and water restoration, receive specialized training. Roto-Rooter’s training also extends beyond safety and into human resources and other topics, depending on the role of the employee.
Roto-Rooter employs regional safety managers, who are all OSHA authorized trainers, as well as other employees across its geographies who are authorized to provide OSHA training. Specialized roles, such as excavation and water restoration, receive specialized training. 11 Roto-Rooter’s training also extends beyond safety and into human resources and other topics, depending on the role of the employee.
Medicare pays for hospice services on a prospective payment system basis under which VITAS receives an established payment rate for each day that it provides hospice services to a Medicare beneficiary. These rates are subject to annual 5 adjustments for inflation and vary based upon the geographic location where the services are provided.
Medicare pays for hospice services on a prospective payment system basis under which VITAS receives an established payment rate for each day that it provides hospice services to a Medicare beneficiary. These rates are subject to annual adjustments for inflation and vary based upon the geographic location where the services are provided.
The Medicare program, however, has reaffirmed that Medicare hospice beneficiaries are not limited to six months of coverage and that there is no limit on how long a Medicare beneficiary can continue to receive hospice benefits and services, provided that the beneficiary continues to meet the eligibility criteria under the Medicare hospice program. Levels of Care .
The Medicare program, however, has reaffirmed that Medicare hospice beneficiaries are not limited to six months of coverage and that there is no limit on how long a Medicare beneficiary can continue to receive hospice benefits and services, provided that the beneficiary continues to meet the eligibility criteria under the Medicare hospice program. 5 Levels of Care .
The Anti-Kickback Law applies regardless of whether the remuneration is provided directly or indirectly, in cash or in kind. Although the Anti-Kickback statute does not prohibit all financial transactions or relationships that providers of healthcare items or services may have with each other, interpretations of the law have been very broad.
The Anti-Kickback Law applies regardless of whether the remuneration is provided directly or indirectly, in cash or in kind. Although the Anti-Kickback statute does not prohibit all financial transactions or relationships that providers of healthcare items or services may have with 7 each other, interpretations of the law have been very broad.
For example, in New York, a hospice generally cannot be owned by a corporation that has another corporation as a 4 stockholder. These types of restrictions could affect VITAS’ ability to expand into New York, or in other jurisdictions with similar restrictions. Limits on Acquisitions or Conversions.
For example, in New York, a hospice generally cannot be owned by a corporation that has another corporation as a stockholder. These types of restrictions could affect VITAS’ ability to expand into New York, or in other jurisdictions with similar restrictions. Limits on Acquisitions or Conversions.
The rules and regulations of the FTC require that Roto-Rooter provide all the prospective franchises with specific information regarding the franchise program and Roto-Rooter in the form of a detailed franchise offering circular. In addition, a number of states require Roto-Rooter to register its franchise offering prior to offering or selling franchises in the state.
The rules and regulations of the FTC require that Roto-Rooter provide all the prospective franchisees with specific information regarding the franchise program and Roto-Rooter in the form of a detailed franchise offering circular. In addition, a number of states require Roto-Rooter to register its franchise offering prior to offering or selling franchises in the state.
Violations of the Anti-Kickback Law carry potentially severe penalties including imprisonment of up to ten years, criminal fines of up to $100,000 per act, civil money penalties of up to $100,000 per act, and additional damages of up to three times the amounts 7 claimed or remuneration offered or paid.
Violations of the Anti-Kickback Law carry potentially severe penalties including imprisonment of up to ten years, criminal fines of up to $100,000 per act, civil money penalties of up to $100,000 per act, and additional damages of up to three times the amounts claimed or remuneration offered or paid.
The Medicare program has entered into contracts with managed care companies to provide managed care benefits to Medicare beneficiaries who elect to participate in managed care programs. These managed care programs are 6 commonly referred to as Medicare HMOs, Medicare Advantage or Medicare risk products.
The Medicare program has entered into contracts with managed care companies to provide managed care benefits to Medicare beneficiaries who elect to participate in managed care programs. These managed care programs are commonly referred to as Medicare HMOs, Medicare Advantage or Medicare risk products.
Civil monetary penalties may be imposed for violations of the anti-kickback statute and for the failure to return known overpayments, among other things. 9 Prohibition on Employing or Contracting with Excluded Providers.
Civil monetary penalties may be imposed for violations of the anti-kickback statute and for the failure to return known overpayments, among other things. Prohibition on Employing or Contracting with Excluded Providers.
For certain other activities, such as septic tank and grease trap pumping, Roto-Rooter is subject to state and local environmental health and sanitation regulations. At December 31, 2024, the Company’s accrual for its estimated liability for potential environmental cleanup and related costs arising from the 1991 sale of DuBois Chemicals Inc. (“DuBois”) amounted to $1.7 million.
For certain other activities, such as septic tank and grease trap pumping, Roto-Rooter is subject to state and local environmental health and sanitation regulations. At December 31, 2025, the Company’s accrual for its estimated liability for potential environmental cleanup and related costs arising from the 1991 sale of DuBois Chemicals Inc. (“DuBois”) amounted to $1.7 million.
As a result, VITAS competes and differentiates itself primarily on the basis of its ability to deliver quality, responsive services within the requirements of Medicare’s hospice conditions of participation. VITAS is one of the nation’s largest providers of hospice services in an industry dominated primarily by small, community-based hospices. Approximately one quarter of all hospice providers are not-for-profit.
As a result, VITAS competes and differentiates itself primarily on the basis of its ability to deliver quality, responsive services within the requirements of Medicare’s hospice conditions of participation. VITAS is one of the nation’s largest providers of hospice services in an industry dominated primarily by small, community-based hospices. Approximately 20% of all hospice providers are not-for-profit.
During 2024, Chemed conducted its business operations in two segments: the VITAS segment (“VITAS”) and the Roto-Rooter segment (“Roto-Rooter”). VITAS provides hospice and palliative care services to its patients through a network of physicians, registered nurses, home health aides, social workers, clergy and volunteers.
During 2025, Chemed conducted its business operations in two segments: the VITAS segment (“VITAS”) and the Roto-Rooter segment (“Roto-Rooter”). VITAS provides hospice and palliative care services to its patients through a network of physicians, registered nurses, home health aides, social workers, clergy and volunteers.
Capital expenditures for the purpose of complying with environmental laws and regulations during 2023 and 2024 with respect to continuing operations are not material in amount; there can be no assurance, however, that presently unforeseen legislative enforcement actions will not require additional expenditures.
Capital expenditures for the purpose of complying with environmental laws and regulations during 2024 and 2025 with respect to continuing operations are not material in amount; there can be no assurance, however, that presently unforeseen legislative enforcement actions will not require additional expenditures.
For fiscal 2024, less than 2% of VITAS’ net revenue was attributable to physician services. Medicare Limits on Hospice Care Payments . Medicare payments for hospice services are subject to two additional limits or “caps”. Each of VITAS’ hospice programs is separately subject to both of these “caps”.
For fiscal 2025, less than 2% of VITAS’ net revenue was attributable to physician services. Medicare Limits on Hospice Care Payments . Medicare payments for hospice services are subject to two additional limits or “caps”. Each of VITAS’ hospice programs is separately subject to both of these “caps”.
After initial implementation of the SFP, a lawsuit was filed seeking to enjoin the program, and on February 14, 2025, CMS announced that it had ceased implementation of the SFP to further evaluate the program. Additional Federal and State Regulation. Federal and state governments also regulate various aspects of the hospice industry.
After initial implementation of the SFP, a lawsuit was filed seeking to enjoin the program, and on February 14, 2025, CMS announced that it had ceased implementation of the SFP to further evaluate the program. The program is still under further evaluation. Additional Federal and State Regulation. Federal and state governments also regulate various aspects of the hospice industry.
States maintain flexibility to establish their own hospice election procedures and to limit the number and duration of benefit periods for which they will pay for hospice services. Reimbursement from state Medicaid programs in 2024 accounted for approximately 4% of VITAS’ revenues. Nursing Home Residents.
States maintain flexibility to establish their own hospice election procedures and to limit the number and duration of benefit periods for which they will pay for hospice services. Reimbursement from state Medicaid programs in 2025 accounted for approximately 3% of VITAS’ revenues. Nursing Home Residents.
Of this balance, $895,000 is included in other liabilities and $826,000 is included in other current liabilities. The Company is contingently liable for additional DuBois-related environmental cleanup and related costs up to a maximum of $14.9 million.
Of this balance, $826,000 is included in other current liabilities and $882,000 is included in other liabilities (long-term). The Company is contingently liable for additional DuBois-related environmental cleanup and related costs up to a maximum of $14.9 million.
Roto-Rooter’s ability to engage in the plumbing repair business is also subject to certain limitations and restrictions imposed by state and local licensing laws and regulations. 2 VITAS General. The health care industry and VITAS’ hospice and palliative care programs are subject to extensive federal and state regulation.
Roto-Rooter’s ability to engage in the plumbing repair, excavation and water restoration businesses is also subject to certain limitations and restrictions imposed by state and local licensing laws and regulations. 2 VITAS General. The health care industry and VITAS’ hospice and palliative care programs are subject to extensive federal and state regulation.
Financial Information about Industry Segments The required segment and geographic data for the Company’s continuing operations (as described below) for three years ended December 31, 2022, 2023 and 2024 are shown in Note 5 of the Notes to Consolidated Financial Statements on pages 57-60 of the 2024 Annual Report to Stockholders and are incorporated herein by reference.
Financial Information about Industry Segments The required segment and geographic data for the Company’s continuing operations (as described below) for three years ended December 31, 2023, 2024 and 2025 are shown in Note 5 of the Notes to Consolidated Financial Statements on pages 59-62 of the 2025 Annual Report to Stockholders and are incorporated herein by reference.
Description of Business by Segment The information called for by this item is included within Note 5 of the Notes to Consolidated Financial Statements appearing on pages 57-60 of the 2024 Annual Report to Stockholders is incorporated herein by reference.
Description of Business by Segment The information called for by this item is included within Note 5 of the Notes to Consolidated Financial Statements appearing on pages 59-62 of the 2025 Annual Report to Stockholders is incorporated herein by reference.
On September 11, 2024, the Centers for Medicare and Medicaid Services released the 2025 inflationary increase effective October 1, 2024, which was 2.9%. Other Healthcare Regulations Federal and State Anti-Kickback Laws and Safe Harbor Provisions .
On July 31, 2025, the Centers for Medicare and Medicaid Services released the 2026 inflationary increase effective October 1, 2025, which was 2.6%. Other Healthcare Regulations Federal and State Anti-Kickback Laws and Safe Harbor Provisions .
This cap was set at $33,494.01 per admission for the twelve month period ended on September 30, 2024, increased to $34,465.34 for the twelve month period ending on September 30, 2025, and is adjusted annually to account for inflation.
This cap was set at $34,465.34 per admission for the twelve month period ended on September 30, 2025, increased to $35,361.44 for the twelve month period ending on September 30, 2026, and is adjusted annually to account for inflation.
On April 17, 2024, VITAS completed the purchase of all hospice operations and an assisted living facility from Covenant Health and Community Services, Inc d/b/a/ Covenant Care (“Covenant”) for an aggregated purchase price of $85.0 million in cash.
VITAS completed the purchase of all hospice operations and an assisted living facility from Covenant Health and Community Services, Inc d/b/a/ Covenant Care (“Covenant”) for an aggregated purchase price of $85.0 million in cash. In 2023, Roto-Rooter completed the acquisition of one franchise in South Carolina for $305,000 in cash and one franchise in Georgia for $3.689 million in cash.
In the event that these restrictions are removed or their impact is lessened in any geography in which VITAS already operates, additional competitors may more easily be able to enter those markets, and potentially adversely affect VITAS. Limitations on For-Profit Ownership. A few states have laws that restrict the development and expansion of for-profit hospice programs.
In the event that these Certificate of Need laws and similar restrictions are removed or their impact is weakened in any geography in which VITAS already operates, additional competitors may be able to enter those markets more easily, and potentially adversely affect VITAS.
Profitability is therefore largely dependent upon VITAS’ ability to manage the costs of providing hospice services to patients. Increases in operating costs, such as labor and supply costs that are subject to inflation and other increases, without a compensating increase in Medicare and Medicaid rates, could have a material adverse effect on VITAS’ business in the future.
Increases in operating costs, such as labor, pharmaceutical and supply costs that are subject to inflation and other increases related to tariffs or other tax increases, without a compensating increase in Medicare and Medicaid rates, could have a material adverse effect on VITAS’ business in the future.
Both Roto-Rooter and VITAS highly value diversity in their workplaces and have established and maintained diverse workforces that are constantly evolving to better resemble the communities and populations that we serve. Acquisitions On March 11, 2024, Roto-Rooter completed the acquisition of one franchise in New Jersey for $5.8 million in cash.
Both Roto-Rooter and VITAS highly value diversity in their workplaces and have established and maintained diverse workforces that are constantly evolving to better resemble the communities and populations that we serve.
All managers receive training in human resources topics, ranging from discrimination, to harassment, to workplace violence, leaves of absence, and other relevant matters.
All managers receive training in human resources topics, ranging from discrimination, to harassment, to workplace violence, leaves of absence, and other relevant matters. Additional training is given in other topics throughout employees’ careers, both on the job and in the classroom, specific to the roles of the employees.
As discussed on page 14, Medicare payment rates increase differently on a county-by-county basis, and may increase significantly more than the Medicare cap amount in any year. VITAS’ hospices may be subject to future payment reductions or recoupments as the result of this cap. Medicare Managed Care Programs .
As discussed on page 15, Medicare payment rates increase differently on a county-by-county basis, and may increase significantly more than the Medicare cap amount in any year.
On March 27, 2024, Roto-Rooter completed the acquisition of one franchise in Texas for $1.5 million in cash. On August 20, 2024, Roto-Rooter completed the acquisition of one franchise in Kentucky for $5.1 million in cash.
Acquisitions In 2025, Roto-Rooter completed the acquisition of one franchise in Michigan for $225,000 in cash In 2024, Roto-Rooter completed the acquisition of one franchise in New Jersey for $5.8 million in cash, one franchise in Texas for $1.5 million in cash, and one franchise in Kentucky for $5.1 million in cash.
Available Information The Company’s Internet address is www.chemed.com.
Further discussion of Company acquisitions are in Note 7. 12 Available Information The Company’s Internet address is www.chemed.com.
The Company’s environmental policy and sustainability accounting standards board index disclosures are available on its website at chemed.com/company/documents-charters . Human Capital Resources As of December 31, 2024, the Company, including its subsidiaries Roto-Rooter and VITAS, had a total of 15,695 employees.
Human Capital Resources As of December 31, 2025, the Company, including its subsidiaries Roto-Rooter and VITAS, had a total of 15,811 employees.
Additional training is given in other topics throughout employees’ careers, both on the job and in the classroom, specific to the roles of the employees. 11 Similarly, VITAS has developed a safety program designed to help keep its employees and patients healthy and safe.
Similarly, VITAS has developed a safety program designed to help keep its employees and patients healthy and safe.
Removed
Currently, VITAS is one of a group of hospice providers selected by the OIG’s Office of Audit Services (“OAS”) for inclusion in an audit of the provision of elevated level-of-care hospice services to a sample of patients. Please see Note 18 “Legal and Regulatory Matters” for a further description of the audit and claims that have risen from the audit.
Added
Additionally, if any state or federal agency places a moratorium on new hospices or hospice expansion in any geography, it could adversely affect VITAS growth potential. 4 Limitations on For-Profit Ownership. A few states have laws that restrict the development and expansion of for-profit hospice programs.
Removed
Although regulations for these laws have not yet been finalized, these statutes will require the Company to report on its greenhouse gas emissions and report its climate-related financial risk, as well as efforts taken to mitigate that risk, beginning as early as 2026.
Added
Profitability is therefore largely dependent upon VITAS’ ability to manage the costs of providing hospice services to patients.
Removed
In 2023, Roto-Rooter completed the acquisition of one franchise in South Carolina for $305,000 in cash and one franchise in Georgia for $3.689 million in cash. In 2022, Roto-Rooter acquired three franchises in New Jersey for a total of $2.29 million in cash. VITAS purchased the hospice assets of one Florida provider for $1.24 million in cash.
Added
VITAS’ hospices may be subject to future payment reductions or recoupments as the result of this cap. 6 These caps apply to hospices programs by billing number; Accordingly, for larger programs, the effect of a cap limitation can be sizable and adversely affect revenue. Medicare Managed Care Programs .
Added
CARB has acknowledged the injunction and stated that it will not enforce SB 261.
Added
CARB is expected to release draft regulations on the laws in the first quarter of 2026 that will cover initial SB 253 deadlines for Scope 1 and 2 emissions and the fee program for both laws; subsequent rulemaking will establish other requirements (e.g., on data assurance, enforcement, deadlines beyond 2026, reporting templates).
Added
The Company is monitoring the adoption and implementation of these laws and regulations, and has readied itself to be able to ensure compliance when applicable. The Company’s environmental policy and sustainability accounting standards board index disclosures are available on its website at chemed.com/company/documents-charters .

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

46 edited+15 added−3 removed80 unchanged
Biggest changeAdverse publicity, litigation or on-line negative reviews focused on the Roto-Rooter brand could negatively impact Roto-Rooter’s national reputation resulting in decreased future demand for Roto-Rooter branded services. Roto-Rooter maintains a reputation management risk program, however, a loss of brand reputation at Roto-Rooter could adversely affect consumer willingness to use our service and thus, adversely affect our future operating performance.
Biggest changeRoto-Rooter’s national reputation and brand image for performing necessary, high quality services in a timely manner is critical to Roto-Rooter’s continued success. Adverse publicity, litigation or on-line negative reviews focused on the Roto-Rooter brand could negatively impact Roto-Rooter’s national reputation resulting in decreased future demand for Roto-Rooter branded services.
The healthcare industry is subject to extensive federal, state and local laws, rules and regulations relating to, among others: Payment for services; Conduct of operations, including quality assurance and compliance with conditions of participation, fraud and abuse, anti-kickback prohibitions, self-referral prohibitions and false claims; Privacy and security of medical records; Employment practices; and 15 Various state approval requirements, such as facility and professional licensure, Certificate of Need, compliance surveys and other certification or recertification requirements.
The healthcare industry is subject to extensive federal, state and local laws, rules and regulations relating to, among others: Payment for services; Conduct of operations, including quality assurance and compliance with conditions of participation, fraud and abuse, anti-kickback prohibitions, self-referral prohibitions and false claims; Privacy and security of medical records; Employment practices; and Various state approval requirements, such as facility and professional licensure, Certificate of Need, compliance surveys and other certification or recertification requirements.
The application of Section 203 could have the effect of delaying or preventing a change of control that could be advantageous to stockholders. 19 Additionally, the FTC and other antitrust regulators have recently heightened their scrutiny of both horizontal and vertical merges in healthcare which could delay or prevent potential acquisitions, divestitures or a change in control.
The application of Section 203 could have the effect of delaying or preventing a change of control that could be advantageous to stockholders. Additionally, the FTC and other antitrust regulators have recently heightened their scrutiny of both horizontal and vertical merges in healthcare which could delay or prevent potential acquisitions, divestitures or a change in control.
Roto- 13 Rooter’s business could be disrupted and its growth and profitability negatively impacted if it is unable to attract and retain skilled employees. Cybersecurity Our information technology systems hold sensitive customer information in the ordinary course of business, including names, addresses, and partial credit card information.
Roto-Rooter’s business could be disrupted and its growth and profitability negatively impacted if it is unable to attract and retain skilled employees. Cybersecurity Our information technology systems hold sensitive customer information in the ordinary course of business, including names, addresses, and partial credit card information.
The loss of one or more of Roto-Rooter’s key senior management personnel or its inability to hire and retain new skilled employees could negatively impact its ability to maintain or increase customer calls and jobs, a key aspect of its growth strategy, and could adversely affect its future operating results.
The loss of one or more of Roto-Rooter’s key senior management personnel or its inability to hire and retain new skilled employees could 13 negatively impact its ability to maintain or increase customer calls and jobs, a key aspect of its growth strategy, and could adversely affect its future operating results.
In the event that CMS re-institutes the SFP and any VITAS program is identified as a “poor performer”, we do not know the extent to which such identification will affect industry referrals or referral patterns.
In the event that CMS re-institutes the SFP or a similar type of program and any VITAS program is identified as a “poor performer”, we do not know the extent to which such identification will affect industry referrals or referral patterns.
We cannot assure, however, that payment for hospice services will continue to be excluded from HMO payment under Medicare risk contracts and similar Medicare managed care plans or that if not excluded, managed care organizations or other large third-party payors would not use their power to influence and exert pressure on health care providers to reduce costs in a manner that could have a material adverse effect on VITAS’ business, financial condition and results of operations. 17 Liability claims may have an adverse effect on VITAS, and its insurance coverage may be inadequate.
We cannot assure, however, that payment for hospice services will continue to be excluded from HMO payment under Medicare risk contracts and similar Medicare managed care plans or that if not excluded, managed care organizations or other large third-party payors would not use their power to influence and exert pressure on health care providers to reduce costs in a manner that could have a material adverse effect on VITAS’ business, financial condition and results of operations.
In addition, new competitors may emerge. We cannot make any assurances that we will continue to be able to compete successfully with any of these companies. Our operations are subject to numerous laws and regulations, exposing us to potential claims and compliance costs that could adversely affect our business.
We cannot make any assurances that we will continue to be able to compete successfully with any of these companies. Our operations are subject to numerous laws and regulations, exposing us to potential claims and compliance costs that could adversely affect our business.
In response to this shortage, VITAS has adjusted its wages and benefits to recruit and retain nurses and to engage contract nurses. Similarly, there recently has been a shortage of home health aides, who provide many of the hospice services provided by VITAS. VITAS has also adjusted its wages and benefits to recruit and retain home health and other aides.
Similarly, there recently has been a shortage of home health aides, who provide many of the hospice services provided by VITAS. VITAS has also adjusted its wages and benefits to recruit and retain home health and other aides.
Such payments are made primarily on a “per diem” basis. Because VITAS receives a per diem fee to provide eligible services to all patients, VITAS’ profitability is largely dependent upon its ability to manage the costs of providing hospice services to patients.
Because VITAS receives a per diem fee to provide eligible services to all patients, VITAS’ profitability is largely dependent upon its ability to manage the costs of providing hospice services to patients.
VITAS VITAS is highly dependent on payments from Medicare and Medicaid. If there are changes in the rate or methods governing these payments, VITAS’ net patient service revenue and profits could be materially affected. In excess of 95% of VITAS’ net patient service revenue consists of payments from the Medicare and Medicaid programs.
If there are changes in the rate or methods governing these payments, VITAS’ net patient service revenue and profits could be materially affected. In excess of 95% of VITAS’ net patient service revenue consists of payments from the Medicare and Medicaid programs. Such payments are made primarily on a “per diem” basis.
Our operations are subject to numerous environmental, health and safety laws and regulations that prohibit or restrict the discharge of pollutants into the environment and regulate employee exposure to hazardous substance in the workplace.
Environmental and safety compliance costs and liabilities could increase our expenses and adversely affect our financial condition. Our operations are subject to numerous environmental, health and safety laws and regulations that prohibit or restrict the discharge of pollutants into the environment and regulate employee exposure to hazardous substance in the workplace.
We utilize those same systems to perform our day-to-day activities, such as receiving referrals, assigning medical teams to patients, documenting medical information and maintaining an accurate record of all transactions. Recently healthcare organizations have been the focus of increased cybersecurity attacks.
We utilize those same systems to perform our day-to-day activities, such as receiving referrals, assigning medical teams to patients, documenting medical information and maintaining an accurate record of all transactions.
Claims, regardless of their merit or eventual outcome, also may have a material adverse effect on VITAS’ business and reputation due to the costs of litigation, diversion of management’s time and related publicity. VITAS procures professional liability coverage on a claims-made basis. The insurance contracts specify that coverage is available only during the term of each insurance contract.
A successful claim in excess of the insurance coverage could have a material adverse effect on VITAS. Claims, regardless of their merit or eventual outcome, also may have a material adverse effect on VITAS’ business and reputation due to the costs of litigation, diversion of management’s time and related publicity. VITAS procures professional liability coverage on a claims-made basis.
Participants in the hospice industry are subject to lawsuits alleging negligence, professional liability, wage and hour or other similar legal theories, many of which involve large claims and significant defense costs.
Liability claims may have an adverse effect on VITAS, and its insurance coverage may be inadequate. Participants in the hospice industry are subject to lawsuits alleging negligence, professional liability, wage and hour or other similar legal theories, many of which involve large claims and significant defense costs.
We cannot assure you that VITAS will be able to: Identify markets that meet its selection criteria for new hospice locations; Hire and retain qualified management teams to operate each of its new hospice locations; Manage a large and geographically diverse group of hospice locations; Become Medicare and Medicaid certified in new markets; Generate sufficient hospice admissions to operate profitably in these new markets; Compete effectively with existing hospices in new markets; or Obtain state licensure and/or a Certificate of Need from appropriate state agencies in new markets.
We cannot assure you that VITAS will be able to: Identify markets that meet its selection criteria for new hospice locations; Hire and retain qualified management teams to operate each of its new hospice locations; Manage a large and geographically diverse group of hospice locations; Become Medicare and Medicaid certified in new markets, particularly if a moratorium prohibits the granting of new licenses in certain markets; Generate sufficient hospice admissions to operate profitably in these new markets; Compete effectively with existing hospices in new markets; or Obtain state licensure and/or a Certificate of Need from appropriate state agencies in new markets. 16 VITAS’ loss of key management personnel or its inability to hire and retain skilled employees could adversely affect its business, financial condition and results of operations.
Despite our efforts to manage and remedy these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects. Item 1B. Unresolved Staff Comments None.
Despite our efforts to manage and remedy these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects. Significant Tariffs Could Increase Costs, Decrease Margin, and Materially Adversely Affect the Business.
However, if CMS revises the program and its reimplementation identifies any VITAS programs as “poor performers”, such designation could negatively affect VITAS’ brand reputation, and any additional governmental oversight could materially adversely affect the operations profitability of any affected programs. 18 VITAS’ headquarters and a significant portion of its operations are in Florida The occurrence of a natural disaster in any region that VITAS has significant operations could have a negative impact on the business.
However, if CMS revises the program or implements a similar program and its implementation identifies any VITAS programs as “poor performers”, such designation could negatively affect VITAS’ brand reputation, and any additional governmental oversight could materially adversely affect the operations profitability of any affected programs. VITAS’ headquarters and a significant portion of its operations are in Florida.
Major hurricanes in Florida could impede our ability to bill for our services, operate our businesses and serve our patients in the affected area. VITAS maintains a disaster recovery program to mitigate this risk and has successfully weathered many hurricanes through the years; however, natural disasters could have an adverse effect on our future operating performance.
VITAS maintains a disaster recovery program to mitigate this risk and has successfully weathered many hurricanes through the years; however, natural disasters could have an adverse effect on our future operating performance.
Cybersecurity In the normal course of business, our information technology systems hold sensitive patient information including patient demographic data, eligibility for various medical plans including Medicare and Medicaid and protected health information.
Additionally, some risks and liabilities, including claims for punitive damages, are not covered by insurance. Cybersecurity In the normal course of business, our information technology systems hold sensitive patient information including patient demographic data, eligibility for various medical plans including Medicare and Medicaid and protected health information.
Although VITAS currently maintains liability insurance intended to cover certain claims, we cannot assure you that the coverage limits of such insurance policies will be adequate or that all such claims will be covered by the insurance. In addition, VITAS’ insurance policies must be renewed annually and may be subject to cancellation during the policy period.
Although VITAS currently maintains liability insurance intended to cover certain claims, we cannot assure you that the coverage limits of such insurance policies will be adequate or that all such claims will be covered by the insurance.
We cannot assure you that VITAS will not encounter increased competition in the future that could limit its ability to maintain or increase its market position, including competition from parties in a position to impact referrals to VITAS. Such increased competition could have a material adverse effect on VITAS’ business, financial condition and results of operations.
We cannot assure you that VITAS will not encounter increased competition in the future that could limit its ability to maintain or increase its market position, including competition from parties in a position to impact referrals to VITAS.
However, the actual reimbursement increase is calculated on a county-by-county basis and may vary significantly from the national average.
The cap per admission is increased yearly based on the national average Medicare reimbursement increase for hospice. However, the actual reimbursement increase is calculated on a county-by-county basis and may vary significantly from the national average.
In the event of any default under our credit facilities, the lenders thereunder could elect to declare all outstanding borrowings, together with accrued and unpaid interest and other fees, to be due and payable, and to require us to apply all of our available cash to repay these borrowings, any of which would be an event of default.
In the event of any default under our credit facilities, the lenders thereunder could elect to declare all outstanding borrowings, together with accrued and unpaid interest and other fees, to be due and payable, and to require us to apply all of our available cash to repay these borrowings, any of which would be an event of default. 19 We depend on our management team and the loss of their service could have a material adverse effect on our business, financial condition and results of operations.
VITAS operates in an industry that is subject to extensive government regulation and claims reviews, and changes in law and regulatory interpretations could reduce its net patient service revenue and profitability and adversely affect its financial condition and results of operations.
Moreover, we cannot assure you that awareness or acceptance of hospice care will increase or remain at current levels. 15 VITAS operates in an industry that is subject to extensive government regulation and claims reviews, and changes in law and regulatory interpretations could reduce its net patient service revenue and profitability and adversely affect its financial condition and results of operations.
Chemed’s Chief Legal Officer and Chief Financial Officer are alerted to any potential issues and evaluate those issues for cybersecurity materiality A successful attack on our information technology systems could have significant consequences to the business including liability for compromised patient information and business interruption.
Chemed’s Chief Legal Officer and Chief Financial Officer are alerted to any potential issues and evaluate those issues for cybersecurity materiality. A successful attack on our information technology systems could significantly affect the business, including liability for compromised customer information and business interruption. Roto-Rooter’s success is highly dependent on its brand reputation.
The loss of key personnel could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, we cannot assure you that we will be able to attract or retain other skilled personnel in the future. Environmental and safety compliance costs and liabilities could increase our expenses and adversely affect our financial condition.
Our success depends to a large extent upon the continued services of our executive management team. The loss of key personnel could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, we cannot assure you that we will be able to attract or retain other skilled personnel in the future.
Because of the potentially significant difference between these two calculations, there is a risk that VITAS could incur a significant cap limitation in one or more of its programs, if the actual reimbursement increase for one of it's programs significantly outpaces the associated increase in the per admission cap. 14 Each state that maintains a Medicaid program has the option to provide reimbursement for hospice services at reimbursement rates generally required to be at least as much as Medicare rates.
Because of the potentially significant difference between these two calculations, there is a risk that VITAS could incur a significant cap limitation in one or more of its programs, if the actual reimbursement increase for one of it's programs significantly outpaces the associated increase in the per admission cap.
VITAS’ management intends to renew or replace the existing claims-made policy annually but such coverage is difficult to obtain, may be subject to cancellation and may be written by carriers that are unable, or unwilling to pay claims. Additionally, some risks and liabilities, including claims for punitive damages, are not covered by insurance.
The insurance contracts specify that coverage is available only during the term of each insurance contract. VITAS’ management intends to renew or replace the existing claims-made policy annually but such coverage is difficult to obtain, may be subject to cancellation and may be written by carriers that are unable, or unwilling to pay claims.
Managed care organizations have continued to consolidate to enhance their ability to influence the delivery of health care services and to exert pressure to control health care costs. VITAS has a number of contractual arrangements with managed care organizations and other similar parties. VITAS provides hospice care to many Medicare beneficiaries who have elected Medicare managed care.
VITAS has a number of contractual arrangements with managed care organizations and other similar parties. VITAS provides hospice care to many Medicare beneficiaries who have elected Medicare managed care.
If our cash flows and capital resources are insufficient to fund our potential debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional equity capital or restructure our debt.
Credit market conditions may make it difficult for us to obtain new financing or refinance our current debt on terms and conditions acceptable to us. 20 If our cash flows and capital resources are insufficient to fund our potential debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional equity capital or restructure our debt.
VITAS’ business could be disrupted and its growth and profitability negatively impacted if it is unable to attract and retain skilled employees. 16 A nationwide shortage of qualified nurses and aides could adversely affect VITAS’ profitability, growth and ability to continue to provide quality, responsive hospice services to its patients as nursing and health aides’ wages and benefits increase.
A nationwide shortage of qualified nurses and aides could adversely affect VITAS’ profitability, growth and ability to continue to provide quality, responsive hospice services to its patients as nursing and health aides’ wages and benefits increase. A significant portion of VITAS’ workforce is licensed nurses. VITAS depends on qualified nurses to provide quality, responsive hospice services to its patients.
We have developed and tested a response plan in the event of a successful attack and we maintain commercial insurance related to a cyber-attack. We obtain internal control reports from key vendors that maintain company data or process company transactions on a yearly basis. We review these reports to detect any potential cybersecurity issues.
As a result of the cyberattack, we have reviewed our system and strengthened it further to better prevent future successful attacks. We maintain commercial insurance related to cyberattacks. We obtain internal control reports from key vendors that maintain company data or process company transactions on a yearly basis. We review these reports to detect any potential cybersecurity issues.
We cannot assure you that VITAS will be successful in attracting, retaining or training highly skilled nursing, management, community education, operations, admissions and other personnel.
We cannot assure you that VITAS will be successful in attracting, retaining or training highly skilled nursing, management, community education, operations, admissions and other personnel. VITAS’ business could be disrupted and its growth and profitability negatively impacted if it is unable to attract and retain skilled employees.
VITAS’ loss of existing relationships or its failure to develop new relationships could adversely affect its ability to expand or maintain its operations and operate profitably. Moreover, we cannot assure you that awareness or acceptance of hospice care will increase or remain at current levels.
VITAS’ loss of existing relationships or its failure to develop new relationships could adversely affect its ability to expand or maintain its operations and operate profitably.
VITAS’ headquarters are located in south Florida. In addition, two of our largest programs and an office complex are in south Florida and a substantial percentage of our revenue is derived from our operations across Florida. The location of our headquarters and the size of our operations across Florida increases our exposure to hurricanes.
The occurrence of a natural disaster in any region that VITAS has significant operations could have a negative impact on the business. VITAS’ headquarters are located in south Florida. In addition, two of our largest programs and an office complex are in south Florida and a substantial percentage of our revenue is derived from our operations across Florida.
Insider or employee cyber and security threats are increasingly a concern for all large companies, including ours.
Insider or employee cyber and security threats are increasingly a concern for all large companies, including ours. Chemed’s Chief Legal Officer and Chief Financial Officer are alerted to any potential issues and evaluate those issues for cybersecurity materiality.
Changes in rates or methods of payment for VITAS’ services could adversely affect its revenues and profits. Managed care organizations have grown substantially in terms of the percentage of the population they cover and their control over an increasing portion of the health care economy.
Managed care organizations have grown substantially in terms of the percentage of the population they cover and their control over an increasing portion of the health care economy. Managed care organizations have continued to consolidate to enhance their ability to influence the delivery of health care services and to exert pressure to control health care costs.
While VITAS has been able to obtain liability insurance in the past, such insurance varies in cost, and may not be available in the future on terms acceptable to VITAS, if at all. A successful claim in excess of the insurance coverage could have a material adverse effect on VITAS.
In addition, VITAS’ insurance policies must be renewed annually and may be subject to increasing premiums, high deductibles, and cancellation during the policy period. While VITAS has been able to obtain liability insurance in the past, such insurance varies in cost, and may not be available in the future on terms acceptable to VITAS, if at all.
In addition, both public and private payors are increasing pressure to decrease, or limit increases in, reimbursement rates for health care services. VITAS’ levels of revenue and profitability will be subject to the effect of possible reductions in coverage or payment rates by third-party payors, including payment rates from Medicare and Medicaid.
In addition, both public and private payors are increasing pressure to decrease, or limit increases in, reimbursement rates for health care services.
We cannot assure you that we will be able to implement our strategy fully or that the anticipated results of our strategy will be realized. Credit market conditions may make it difficult for us to obtain new financing or refinance our current debt on terms and conditions acceptable to us.
We cannot assure you that we will be able to implement our strategy fully or that the anticipated results of our strategy will be realized.
However, these safeguards do not ensure that a significant cyber-attack could not occur. Increases in working from home and the provision of telehealth services due to the pandemic have significantly increased our usage of information technology systems and heightened the need for security of those systems.
However, these safeguards do not ensure that another significant cyberattack could not occur. The current environment, particularly in 18 healthcare and with the increase in use of AI and other new technologies, has significantly increased our usage of information technology systems and heightened the need for security of those systems with the increase in telehealth.
Hospice Medicare reimbursement is subject to certain limitations or “caps” based on the number of inpatient days of care and overall average capitation per admission. The cap per admission is increased yearly based on the national average Medicare reimbursement increase for hospice.
VITAS’ levels of revenue and profitability will be subject to the effect of possible reductions in coverage or payment rates by third-party payors, including payment rates from Medicare and Medicaid. 14 Hospice Medicare reimbursement is subject to certain limitations or “caps” based on the number of inpatient days of care and overall average capitation per admission.
VITAS’ loss of key management personnel or its inability to hire and retain skilled employees could adversely affect its business, financial condition and results of operations. VITAS’ future success significantly depends upon the continued service of its senior management personnel.
VITAS’ future success significantly depends upon the continued service of its senior management personnel.
Since the pandemic, certain roles have been conducted remotely, increasing the role and importance of our information technology and security systems. Chemed’s Chief Legal Officer and Chief Financial Officer are alerted to any potential issues and evaluate those issues for cybersecurity materiality.
Since the pandemic, certain roles have been conducted remotely, increasing the role and importance of our information technology and security systems. Additionally, the increasing development and use of AI and other new and evolving technologies create additional system and other risks.
A significant portion of VITAS’ workforce is licensed nurses. VITAS depends on qualified nurses to provide quality, responsive hospice services to its patients. The current nationwide shortage of qualified nurses impacts some of the markets in which VITAS provides hospice services.
The recent nationwide shortage of qualified nurses impacts some of the markets in which VITAS provides hospice services. In response to this shortage, VITAS has adjusted its wages and benefits to recruit and retain nurses and to engage contract nurses.
Removed
A successful attack on our information technology systems could significantly affect the business, including liability for compromised customer information and business interruption. Roto-Rooter’s success is highly dependent on its brand reputation Roto-Rooter’s national reputation and brand image for performing necessary, high quality services in a timely manner is critical to Roto-Rooter’s continued success.
Added
Also, effective marketing and advertising may become more expensive and more difficult as search engines revise algorithms, customers use of artificial intelligence (“AI”) platforms become more prevalent and business models and customers change how they find our services. In addition, new competitors may emerge.
Removed
We have not experienced any known material system/data breaches on our information technology systems that compromised customer data or the company’s proprietary data. We maintain our information technology systems with safeguard protection against cyber-attacks including active intrusion protection, firewalls and virus detection software. As discussed previously, we are subject to and comply with HIPAA and HITECH regulations.
Added
Roto-Rooter maintains a reputation management risk program, however, a loss of brand reputation at Roto-Rooter could adversely affect consumer willingness to use our service and thus, adversely affect our future operating performance. VITAS VITAS is highly dependent on payments from Medicare and Medicaid.
Removed
We depend on our management team and the loss of their service could have a material adverse effect on our business, financial condition and results of operations. Our success depends to a large extent upon the continued services of our executive management team.
Added
Each state that maintains a Medicaid program has the option to provide reimbursement for hospice services at reimbursement rates generally required to be at least as much as Medicare rates.
Added
Such increased competition could have a material adverse effect on VITAS’ business, financial condition and results of operations. 17 Changes in rates or methods of payment for VITAS’ services could adversely affect its revenues and profits.
Added
Despite significant safeguards, including active intrusion protection, firewalls and virus detection software, as discussed in greater detail on Item 1C below, in October of 2025, access to our systems was gained by a threat actor in a cybersecurity attack.
Added
The threat actor was able to access a significant amount of Protected Health Information (“PHI”); however, despite repeated attempts, was not able to insert a tool often used by threat actors into our system. Our response plan was effective in identifying, quarantining, and eliminating the third-party intrusion, but not before access to PHI was gained.
Added
Although the cyberattack that led to the breach of PHI was the first to successfully gain access to our systems, it was not an isolated incident.
Added
While we have been able to mitigate the damages from the prior successful attack, and did not experience any material operational or financial issues as a result of the attack, a subsequent successful attack on our information technology systems could have even greater consequences to the business including liability for compromised patient information and business interruption.
Added
The location of our headquarters and the size of our operations across Florida increases our exposure to hurricanes. Major hurricanes in Florida could impede our ability to bill for our services, operate our businesses and serve our patients in the affected area.
Added
Both Roto-Rooter’s and VITAS’s primary businesses are the provision of services within the United States. Accordingly, they are likely to be less affected by the impact of specific or wide-ranging tariffs than many other entities in the United States and Global economies.
Added
However, significant tariffs on certain products, such as steel for Roto-Rooter’s cabling machines and pharmaceuticals utilized by VITAS, could materially increase the costs of Roto-Rooter and VITAS.
Added
Additionally, because our service businesses heavily rely on delivering service to customers or patients in their residences, increases in the costs of vehicle acquisition, maintenance, repair, and reimbursement for employees’ use of personal vehicles, could have a significant increase on our expenses.
Added
These additional costs, in the case of VITAS, cannot be passed along to our patients because of the structure of hospice reimbursement, and in the case of Roto-Rooter, may not be able to be fully passed along to our customers. These additional costs could materially adversely affect our margins.
Added
To the extent that tariffs cause any adverse impacts on global supply chains, it could further materially affect the ability of both businesses to timely source critical supplies, which may affect our delivery of services.
Added
If, as a result of tariffs, the United States’ economy experiences a recession or other economic slowdown, the demand for Roto-Rooter’s non-emergency services may decline materially. Item 1B. Unresolved Staff Comments None.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+7 added−1 removed4 unchanged
Biggest changeThe Chief Technology Officer of Roto-Rooter and the Chief Technology Officer and Chief Information Officer of VITAS are senior executives, with decades of experience in preventing, assessing and managing cybersecurity threats in the private sector as well as government.
Biggest changeThe Company has integrated our cybersecurity prevention and mitigation processes into our overall risk management system and processes. The Chief Technology Officer of Roto-Rooter and the Chief Technology Officer and Chief Information Officer of VITAS are senior executives, with decades of experience in preventing, assessing and managing cybersecurity threats in the private sector as well as government.
Item 1C. Cybersecurity The Company treats cybersecurity risk seriously and is focused on maintaining and regularly updating the security of our systems, networks, technologies and data. 20 The number and sophistication of attempts to disrupt or penetrate our systems continues to grow, specifically including the rapid increase of attempts against healthcare companies that has been observed since early 2022.
Item 1C. Cybersecurity The Company treats cybersecurity risk seriously and is focused on maintaining and regularly updating the security of our systems, networks, technologies and data. The number and sophistication of attempts to disrupt or penetrate our systems continues to grow, specifically including the rapid increase of attempts against healthcare companies that has been observed since early 2022.
High-profile cyberattacks have occurred at healthcare companies, credit bureaus, financial institutions, and other businesses for the purpose of acquiring the confidential information of individuals, including potential customers and patients.
Additionally, high-profile cyberattacks have occurred at healthcare companies, credit bureaus, financial institutions, and other businesses for the purpose of acquiring the confidential information of individuals, including potential customers and patients.
However, while we have significant internal resources, policies and procedures designed to prevent or limit the effect of the possible failure, interruption or security breach of our information systems, there can be no assurance that any such failure, interruption or security breach will not occur in the future, or if they do occur, that they will be adequately addressed.
While we have significant internal resources, policies and procedures designed to prevent or limit the effect of another failure, interruption or security breach of our information systems, there can be no assurance that any such failure, interruption or security breach will not occur in the future, or if they do occur, that they will be adequately addressed.
Both businesses have security incident response plans, pursuant to which they report on the cybersecurity status of the businesses to the Company’s Chief Financial Officer and Controller and Chief Legal Officer both regularly as a matter of course, as well as in the event of any potentially material incident.
Both businesses have security incident response plans, pursuant to which they report on the cybersecurity status of the businesses to the Company’s Chief Financial Officer and Controller and Chief Legal Officer both regularly as a matter of course, as well as in the event of any potentially material incident including the incident described above.
To combat the ever-increasing sophistication of cyberattacks, we continuously work to improve methods for detecting and preventing attacks. We have implemented policies and procedures and developed specific training for our employees, including regular updates and reminders, to help prevent and mitigate any issues that may be caused by any attacks.
To combat the ever-increasing sophistication of cyberattacks including the potential use of AI by threat actors, we continuously work to improve methods for detecting and preventing attacks. We have implemented policies and procedures and developed specific training for our employees, including regular updates and reminders, to help prevent and mitigate any issues that may be caused by any attacks.
Additionally, Company senior management reports to the Audit Committee on cybersecurity issues on a regular basis, multiple times a year. The Audit Committee ’s reports to the board after these sessions, include the discussions of the cybersecurity risk management process.
Additionally, Company senior management reports to the Audit Committee on cybersecurity issues on a regular basis, multiple times a year as part of the committee’s role in enterprise risk management. The Audit Committee ’s reports to the board after these sessions include the discussions of the cybersecurity risk management process.
Further, we regularly engage independent third-party cyber experts to test for vulnerabilities in our environment. We also conduct our own internal simulations to help assess and strengthen our defenses. We acknowledge that cyberattack risk may occur with our third-party technology service providers.
Further, we regularly engage independent third-party cyber experts to test for vulnerabilities in our environment. We also conduct our own internal simulations to help assess and strengthen our defenses.
We take significant measures to prevent and mitigate issues caused by any such attacks, including outreach to our providers and other third-parties that we engage with, in order to ascertain any potential downstream implications of known breaches. The Company has integrated our cybersecurity prevention and mitigation processes into our overall risk management system and processes.
We take significant measures to prevent and mitigate issues caused by any such attacks, including outreach to our providers and other third-parties that we engage with, in order to ascertain any potential downstream implications of known breaches. Following the incident we have further strengthened our security permissions on these vendors and their access to our system.
Removed
To date, the increase in cyberattacks has not resulted in any material disruption of our operations or material harm to our customers or patients.
Added
Despite these safeguard measures, on October 24, 2025, VITAS learned that an account belonging to a third-party vendor attempted to deploy a tool often used by threat actors in VITAS’ information technology environment (the “Environment”).
Added
VITAS’ security team took immediate actions to contain and remove the intrusion, implemented remedial measures, and notified the third-party 21 vendor in accordance with its cyber incident response process. VITAS and external cybersecurity experts began an investigation into the incident.
Added
Through continued investigation, including through multiple outside vendors, VITAS ascertained certain information, including protected health information (“PHI”) of VITAS’ current and former patients, was viewed. Additionally, on October 29, VITAS received a notice from a threat actor claiming to have unlawfully accessed the Environment and taken significant amounts of data.
Added
The notice threatened the release of the data unless it received a monetary payment. VITAS successfully negotiated with the threat actor, made a payment, and obtained assurances from the threat actor that the PHI was not provided to any other third parties and has since been destroyed. The threat actor provided VITAS with evidence of the deletion of the files.
Added
VITAS has complied with the regulatory and legal notifications which are required as a result of this incident.
Added
VITAS and third-party forensic analysts believe that the incident was contained, the threat actor was removed, and that the intrusion was limited to data theft and did not, and is not expected to, materially affect the operation of the Environment or its financial or operational systems. Cyber insurance has covered all costs incurred by VITAS above its $500,000 deductible.
Added
Management currently believes the cyber insurance limits are sufficient to cover all remaining costs from this incident. We acknowledge and have experienced that cyberattack risk may occur with our third-party technology service providers. As described above, the incident arose from a compromised third-party vendor’s account.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed0 unchanged
Biggest changeVITAS, headquartered in south Florida, operates 34 Medicare provider numbers across 56 programs from 180 leased and owned facilities and 29 inpatient units in 17 states and the District of Columbia. All “owned” property is held in fee and is subject to the security interests of the holders of our debt instruments.
Biggest changeVITAS, headquartered in south Florida, operates 33 Medicare provider numbers across 59 programs from 182 leased and owned facilities and 28 inpatient units in 17 states and the District of Columbia. All “owned” property is held in fee and is subject to the security interests of the holders of our debt instruments.
The leased properties have lease terms ranging from monthly to ten years. Management does not foresee any difficulty in renewing or replacing the remainder of its current leases. The Company considers all of its major operating properties to be maintained in good operating condition and to be generally adequate for present and anticipated needs.
The leased properties have lease terms ranging from monthly to ten years. Management does not foresee any difficulty in renewing or replacing the remainder of its current leases. The Company considers all of its major operating properties to be maintained in good operating condition and to be generally adequate for present and anticipated needs. 22
Item 2. Properties The Company’s corporate offices and the headquarters for Roto-Rooter are located in Cincinnati, Ohio. Roto-Rooter has manufacturing and distribution center facilities in West Des Moines, Iowa and has 402 leased and owned office and service facilities in 34 states.
Item 2. Properties The Company’s corporate offices and the headquarters for Roto-Rooter are located in Cincinnati, Ohio. Roto-Rooter has manufacturing and distribution center facilities in West Des Moines, Iowa and has 356 leased and owned office and service facilities in 34 states.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

9 edited+0 added−0 removed0 unchanged
Biggest changeWitzeman 54 Vice President, Chief Financial Officer, and Controller May 21, 2012 (4) Brian C. Judkins 44 Vice President and Chief Legal Officer August 31, 2020 (5) (1) Mr. K.J. McNamara is President and Chief Executive Officer of the Company and has held these positions since August 1994 and May 2001, respectively.
Biggest changeLee 70 Executive Vice President and Chief Executive Officer of Roto-Rooter May 15, 2000 (3) Joel L. Wherley 61 President and Chief Executive Officer of VITAS July 29, 2025 (4) Brian C. Judkins 45 Vice President and Chief Legal Officer August 31, 2020 (5) (1) Mr. K.J.
Lee is an Executive Vice President of the Company and has held this position since May 2000. Mr. Lee is also Chairman and Chief Executive Officer of Roto-Rooter Services Company, a wholly owned subsidiary of the Company, and has held this position since January 1999.
Lee is also Chairman and Chief Executive Officer of Roto-Rooter Services Company, a wholly owned subsidiary of the Company, and has held this position since January 1999. Previously, he served as a Senior Vice President of Roto-Rooter Services Company from May 1997 to January 1999. (4) Mr. J.L.
He has held these positions since May 2012, January 2024, and May 2017 respectively. Prior to that he served as Assistant Vice President and Assistant Controller from July 2005. (5) Mr. B.C. Judkins is a Vice President and the Secretary and Chief Legal Officer of the Company. He has held these positions since August 2020.
Prior to that, he served as Senior Vice President of Hospice Operations for VITAS from 2016 to 2017. (5) Mr. B.C. Judkins is a Vice President and the Secretary and Chief Legal Officer of the Company. He has held these positions since August 2020. Prior to that he served as Vice President and Counsel from January 2019.
Item 4. Mine Safety Disclosures None ‎ 21 Executive Officers of the Company Name Age Office First Elected Kevin J. McNamara 71 President and Chief Executive Officer August 2, 1994 (1) Spencer S. Lee 69 Executive Vice President May 15, 2000 (2) Nicholas M. Westfall 46 Executive Vice President June 16, 2016 (3) Michael D.
Item 4. Mine Safety Disclosures None ‎ 23 Executive Officers of the Company Name Age Office First Elected Kevin J. McNamara 72 President and Chief Executive Officer August 2, 1994 (1) Michael D. Witzeman 55 Executive Vice President, Chief Financial Officer, and Controller May 21, 2012 (2) Spencer S.
Prior to that he served as Vice President and Counsel from January 2019. Each executive officer holds office until the annual election at the next annual organizational meeting of the Board of Directors of the Company which is scheduled to be held on May 19, 2025. PART II
Each executive officer holds office until the annual election at the next annual organizational meeting of the Board of Directors of the Company which is scheduled to be held on May 18, 2026. PART II
He is also Chief Executive Officer of VITAS, a wholly owned subsidiary of the Company, and has held this position since June 2016. Previously, from May 2015 to June 2016, he also served as Chief Operating Officer of VITAS. Previously, he served as Senior Vice President of VITAS from April 2012 to April of 2015.
Wherley is President and Chief Executive Officer of VITAS, a wholly owned subsidiary of the Company, and has held these positions since 2024 and 2025, respectively. Previously, from 2017 to 2024, he served as Executive Vice President and Chief Operating Officer of VITAS.
Previously, he served as an Executive Vice President, Secretary and General Counsel of the Company, since November 1993, August 1986 and August 1986, respectively. He previously held the position of Vice President of the Company, from August 1986 to May 1992. (2) Mr. S.S.
McNamara is President and Chief Executive Officer of the Company and has held these positions since August 1994 and May 2001, respectively. Previously, he served as an Executive Vice President, Secretary and General Counsel of the Company, since November 1993, August 1986 and August 1986, respectively.
Prior to that he served as Director of Information Technology and Operations for Chemed from May 2009 to April 2012. (4) Mr. M.D. Witzeman is a Vice President, Chief Financial Officer, and Controller of the Company. Mr. Witzeman was promoted to Chief Financial Officer in January of 2024.
He previously held the position of Vice President of the Company, from August 1986 to May 1992. (2) Mr. M.D. Witzeman is an Executive Vice President, Chief Financial Officer, and Controller of the Company. Mr. Witzeman was promoted to Chief Financial Officer in January of 2024 and Executive Vice President in May 2025.
Previously, he served as a Senior Vice President of Roto-Rooter Services Company from May 1997 to January 1999. (3) Mr. N.M. Westfall is an Executive Vice President of the Company and has held this position since June 2016.
He has held these positions since May 2025, January 2024, and May 2017, respectively. Prior to that he served as Assistant Vice President and Assistant Controller from July 2005. (3) Mr. S.S. Lee is an Executive Vice President of the Company and has held this position since May 2000. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−1 removed1 unchanged
Biggest changeThis number only includes stockholders of record and does not include stockholders with shares beneficially held in nominee name or within clearinghouse positions of brokers, banks or other institutions. 22 During 2024, the number of shares of Capital Stock repurchased by the Company, the weighted average price paid for each share, the cumulative shares repurchased under each program and the dollar amounts remaining under each program were as follows: Company Purchase of Shares of Capital Stock 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, 2024 - $ - 10,591,123 $ 314,054,431 February 1 through February 29, 2024 - - 10,591,123 314,054,431 March 1 through March 31, 2024 50,000 646.87 10,641,123 $ 281,710,685 First Quarter Total 50,000 $ 646.87 April 1 through April 30, 2024 11,500 $ 566.75 10,652,623 $ 275,193,028 May 1 through May 31, 2024 54,231 562.69 10,706,854 244,677,666 June 1 through June 30, 2024 34,269 546.69 10,741,123 $ 225,943,169 Second Quarter Total 100,000 $ 557.68 July 1 through July 31, 2024 6,417 $ 554.49 10,747,540 $ 222,385,017 August 1 through August 31, 2024 43,583 577.04 10,791,123 197,235,685 September 1 through September 30, 2024 50,000 582.27 10,841,123 $ 168,122,188 Third Quarter Total 100,000 $ 578.21 October 1 through October 31, 2024 - $ - 10,841,123 $ 168,122,188 November 1 through November 30, 2024 (1) 208,515 557.24 11,049,638 351,929,650 December 1 through December 31, 2024 179,720 537.57 11,229,358 $ 255,317,749 Fourth Quarter Total 388,235 $ 548.13 (1) In November 2024, our Board of Directors authorized an additional $300 million under the February 2011 Repurchase Program. 23 As of December 31, 2024, the number of stock options and performance share units outstanding under the Company’s equity compensation plans, the weighted average exercise price of outstanding options, and the number of securities remaining available for issuance were as follows: EQUITY COMPENSATION PLAN INFORMATION Number of securities to be issued upon exercise of outstanding warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans [excluding securities reflected in column (a)] ( a ) ( b ) ( c ) Plan Category Equity compensation plans approved by stockholders (1) 1,235,051 $ 487.07 1,182,181 (1) Amount includes 52,870 shares allocated to certain employees which vest upon attainment of specified earnings per share targets and specified total shareholder return targets. ‎ 24 Comparative Stock Performance The graph below compares the yearly percentage change in the Company’s cumulative total stockholder return on Capital Stock (as measured by dividing (i) the sum of (A) the cumulative amount of dividends for the period December 31, 2019, to December 31, 2024, assuming dividend reinvestment, and (B) the difference between the Company’s share price at December 31, 2019 and December 31, 2024; by (ii) the share price at December 31, 2019) with the cumulative total return, assuming reinvestment of dividends, of the (1) S&P 500 Stock Index and (2) Dow Jones Industrial Diversified Index.
Biggest changeThis number only includes stockholders of record and does not include stockholders with shares beneficially held in nominee name or within clearinghouse positions of brokers, banks or other institutions. 24 During 2025, the number of shares of Capital Stock repurchased by the Company, the weighted average price paid for each share, the cumulative shares repurchased under each program and the dollar amounts remaining under each program were as follows: Company Purchase of Shares of Capital Stock 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, 2025 - $ - 11,229,358 $ 255,317,749 February 1 through February 28, 2025 - - 11,229,358 255,317,749 March 1 through March 31, 2025 50,000 595.15 11,279,358 $ 225,560,486 First Quarter Total 50,000 $ 595.15 April 1 through April 30, 2025 17,952 $ 568.94 11,297,310 $ 215,346,869 May 1 through May 31, 2025 57,048 573.76 11,354,358 182,614,724 June 1 through June 30, 2025 - - 11,354,358 $ 182,614,724 Second Quarter Total 75,000 $ 572.61 July 1 through July 31, 2025 - $ - 11,354,358 $ 182,614,724 August 1 through August 31, 2025 (1) 278,772 437.67 11,633,130 360,605,245 September 1 through September 30, 2025 128,728 456.52 11,761,858 $ 301,838,766 Third Quarter Total 407,500 $ 443.62 October 1 through October 31, 2025 15,000 $ 437.21 11,776,858 $ 295,280,666 November 1 through November 30, 2025 270,000 438.93 12,046,858 176,768,446 December 1 through December 31, 2025 115,000 430.31 12,161,858 $ 127,282,674 Fourth Quarter Total 400,000 $ 436.39 (1) In August 2025, our Board of Directors authorized an additional $300 million under the February 2011 Repurchase Program. 25 As of December 31, 2025, the number of stock options and performance share units outstanding under the Company’s equity compensation plans, the weighted average exercise price of outstanding options, and the number of securities remaining available for issuance were as follows: EQUITY COMPENSATION PLAN INFORMATION Number of securities to be issued upon exercise of outstanding warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans [excluding securities reflected in column (a)] ( a ) ( b ) ( c ) Plan Category Equity compensation plans approved by stockholders (1) 1,409,255 $ 475.47 1,190,275 (1) Amount includes 52,744 shares allocated to certain employees which vest upon attainment of specified earnings per share targets and specified total shareholder return targets. ‎ 26 Comparative Stock Performance The graph below compares the yearly percentage change in the Company’s cumulative total stockholder return on Capital Stock (as measured by dividing (i) the sum of (A) the cumulative amount of dividends for the period December 31, 2020, to December 31, 2025, assuming dividend reinvestment, and (B) the difference between the Company’s share price at December 31, 2020 and December 31, 2025; by (ii) the share price at December 31, 2020) with the cumulative total return, assuming reinvestment of dividends, of the (1) S&P 500 Stock Index and (2) Dow Jones Industrial Diversified Index. ‎ 27 Item 6.
As of February 10, 2025, there were approximately 1,156 stockholders of record of the Company’s Capital Stock.
As of February 10, 2026, there were approximately 1,097 stockholders of record of the Company’s Capital Stock.
M anagement’s Discussion and Analysis of Financial Conditions and Results of Operations The information called for by this Item is set forth on pages 73 through 91 of the 2024 Annual Report to Stockholders and is incorporated herein by reference.
Res erved Item 7. M anagement’s Discussion and Analysis of Financial Conditions and Results of Operations The information called for by this Item is set forth on pages 75 through 93 of the 2025 Annual Report to Stockholders and is incorporated herein by reference.
Removed
December 31 2019 2020 2021 2022 2023 2024 Chemed Corporation 100.00 121.59 121.14 117.21 134.65 122.37 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 Dow Jones Diversified Industrials 100.00 112.44 123.67 113.61 147.49 203.37 ‎ 25 Item 6. Res erved Item 7.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed1 unchanged
Biggest changeThe 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. The Company did not have long-term debt at December 31, 2024.
Biggest changeThe 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. The Company did not have long-term debt at December 31, 2025.

Other CHE 10-K year-over-year comparisons