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Healthcare Services Group (HCSG) director takes 1,969 DSUs in lieu of 2026 cash fees

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HEALTHCARE SERVICES GROUP INC director Thomas Gerard Whalen reported a stock-based compensation grant rather than an open‑market trade. On May 26, 2026, he acquired 1,969 shares of Common Stock as fully vested Deferred Stock Units in lieu of cash board fees at a reference price of $20.32 per share.

After this grant, Whalen directly holds 5,255 shares, consisting of 4,775 unvested DSUs and 480 vested DSUs

Positive

  • None.

Negative

  • None.
Insider WHALEN THOMAS GERARD
Role null
Type Security Shares Price Value
Grant/Award Common Stock 1,969 $20.32 $40K
Holdings After Transaction: Common Stock — 5,255 shares (Direct, null)
Footnotes (1)
  1. The reporting person has elected to receive fully vested shares of Deferred Stock Units ("DSUs") under the Issuer's 2020 Omnibus Incentive Plan in lieu of cash fees payable for service on the Issuer's Board of Directors and any committees thereof. The reporting person made this election in 2025 which applies to Director's fees earned in 2026 in compliance with the Issuer's blackout period guidelines. The number of shares represents the quotient of the amount of such fees divided by the Issuer's closing stock price on the date such fees would otherwise be paid, rounded up to the nearest whole share. Such DSUs will be settled in shares of common stock ninety days following separation of service from the Board. The reporting person may elect a further deferral beyond the Settlement Date pursuant to the rules of Code Section 409A. Amount represents 4,775 unvested DSUs and 480 vested DSUs.
DSU shares granted 1,969 shares Deferred Stock Units in lieu of 2026 board fees
Reference price $20.32 per share Closing stock price used to calculate DSUs
Total shares after grant 5,255 shares Director’s direct holdings after DSU grant
Unvested DSUs 4,775 units Unvested portion of director’s DSU holdings
Vested DSUs 480 units Vested portion of director’s DSU holdings
Settlement timing 90 days After separation from Board before DSUs settle in stock
Deferred Stock Units financial
"The reporting person has elected to receive fully vested shares of Deferred Stock Units ("DSUs") under the Issuer's 2020 Omnibus Incentive Plan"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
2020 Omnibus Incentive Plan financial
"Deferred Stock Units ("DSUs") under the Issuer's 2020 Omnibus Incentive Plan in lieu of cash fees payable"
blackout period guidelines regulatory
"The reporting person made this election in 2025 which applies to Director's fees earned in 2026 in compliance with the Issuer's blackout period guidelines."
Code Section 409A regulatory
"The reporting person may elect a further deferral beyond the Settlement Date pursuant to the rules of Code Section 409A."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
WHALEN THOMAS GERARD
(Last)(First)(Middle)
3220 TILLMAN DR
SUITE 300
(Street)
BENSALEM PENNSYLVANIA 19020
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HEALTHCARE SERVICES GROUP INC [ HCSG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/26/2026A1,969A$20.32(1)5,255(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reporting person has elected to receive fully vested shares of Deferred Stock Units ("DSUs") under the Issuer's 2020 Omnibus Incentive Plan in lieu of cash fees payable for service on the Issuer's Board of Directors and any committees thereof. The reporting person made this election in 2025 which applies to Director's fees earned in 2026 in compliance with the Issuer's blackout period guidelines. The number of shares represents the quotient of the amount of such fees divided by the Issuer's closing stock price on the date such fees would otherwise be paid, rounded up to the nearest whole share. Such DSUs will be settled in shares of common stock ninety days following separation of service from the Board. The reporting person may elect a further deferral beyond the Settlement Date pursuant to the rules of Code Section 409A.
2. Amount represents 4,775 unvested DSUs and 480 vested DSUs.
Remarks:
Michael Harrity, by Power of Attorney05/28/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did HCSG director Thomas Gerard Whalen report?

HCSG director Thomas Gerard Whalen reported acquiring 1,969 shares of Common Stock as Deferred Stock Units. These shares were received as a stock-based fee for board service, not bought in the open market, and are tied to the company’s 2020 Omnibus Incentive Plan.

At what price were Thomas Whalen’s HCSG Deferred Stock Units calculated?

The 1,969 Deferred Stock Unit shares for Thomas Whalen were calculated using a reference price of $20.32 per share. This price reflects Healthcare Services Group’s closing stock price on the date the director fees would otherwise have been paid in cash.

How many HCSG shares does Thomas Whalen hold after this Form 4 transaction?

After this transaction, Thomas Whalen holds 5,255 Healthcare Services Group shares in total. This position includes 4,775 unvested Deferred Stock Units and 480 vested Deferred Stock Units, all reported as directly owned under the company’s equity compensation framework.

Why did HCSG director Thomas Whalen receive Deferred Stock Units instead of cash?

Thomas Whalen elected in 2025 to receive fully vested Deferred Stock Units instead of cash fees for board service in 2026. This election complies with Healthcare Services Group’s blackout period guidelines and converts his cash compensation into stock-based awards tied to the company’s share price.

When will Thomas Whalen’s HCSG Deferred Stock Units be settled into common stock?

Thomas Whalen’s Deferred Stock Units will be settled into Healthcare Services Group common stock ninety days after he separates from the Board. Under Code Section 409A rules, he may elect to further defer this settlement date according to the company’s plan provisions.

What portion of Thomas Whalen’s HCSG DSUs are vested versus unvested?

Following the reported grant, Thomas Whalen’s holdings include 4,775 unvested Deferred Stock Units and 480 vested Deferred Stock Units. Together, these positions total 5,255 shares of Healthcare Services Group common stock that will ultimately be delivered upon settlement from the deferred awards.