Healthcare Services Group (NASDAQ: HCSG) CEO gets new RSU award

Rhea-AI Filing Summary

Healthcare Services Group, Inc. (HCSG) President & CEO Theodore Wahl reported multiple equity transactions in common stock, restricted stock units (RSUs) and phantom stock. On December 31, 2025, he acquired 2,145 shares of common stock at $9.88 through the company’s Employee Stock Purchase Plan and 2,788 shares of phantom stock at $19.12 under a deferred compensation plan, with phantom stock payable in kind after his employment ends.

On January 3 and 4, 2026, several RSU awards were converted into common stock at a 1-for-1 rate, increasing his directly held common shares and reducing the related RSU balances, followed by a disposition of 35,450 common shares coded “F.” On January 5, 2026, he received a new grant of 93,693 RSUs at $0, which will vest 20% annually beginning on the first anniversary of the grant date. After these transactions, total direct and indirect beneficial ownership is reported as 604,211 shares.

SEC Form 4

FORM 4

UNITED 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

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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^*

WAHL Theodore

(Last) (First) (Middle)

3220 TILLMAN DRIVE

SUITE 300

(Street)

BENSALEM PA 19020

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTHCARE SERVICES GROUP INC [ HCSG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025		A		2,145(1)	A	$9.88	437,512	D
Common Stock	01/04/2026		M		10,024	A	$0	447,536	D
Common Stock	01/04/2026		M		16,292	A	$0	463,828	D
Common Stock	01/03/2026		M		30,643	A	$0	494,471	D
Common Stock	01/03/2026		M		27,842	A	$0	522,313	D
Common Stock	01/04/2026		F		35,450	D	$0	486,863(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(3)	12/31/2025		A		2,788		(4)	(4)	Common Stock	2,788(4)	$19.12(4)	41,171(5)	D
Restricted Stock Units	(3)	01/04/2026		M			10,024	(6)	(6)	Common Stock	10,024	$0	0	D
Restricted Stock Units	(3)	01/04/2026		M			16,292	(7)	(7)	Common Stock	16,292	$0	16,291	D
Restricted Stock Units	(3)	01/03/2026		M			30,643	(8)	(8)	Common Stock	30,643	$0	91,927	D
Restricted Stock Units	(3)	01/03/2026		M			27,842	(9)	(9)	Common Stock	27,842	$0	111,366	D
Restricted Stock Units	(3)	01/05/2026		A		93,693		(10)	(10)	Common Stock	93,693	$0	93,693	D

Explanation of Responses:

1. Acquired by the Reporting Person through participation in the Healthcare Services Group, Inc. Employee Stock Purchase Plan.

2. Total direct and indirect beneficial ownership by reporting person is 604,211.

3. Shares issued at the conversion rate of 1-for-1.

4. Shares of Phantom Stock are payable in-kind following termination of the Reporting Person's employment with Issuer.

5. Acquired pursuant to an Issuer contribution under the Healthcare Services Group, Inc. Deferred Compensation Plan.

6. These Restricted Stock Units shall vest at the rate of 20% annually, commencing on the first anniversary of the January 4, 2021 grant date.

7. These Restricted Stock Units shall vest at the rate of 20% annually, commencing on the first anniversary of the January 4, 2022 grant date.

8. These Restricted Stock Units shall vest at the rate of 20% annually, commencing on the first anniversary of the January 3, 2024 grant date.

9. These Restricted Stock Units shall vest at the rate of 20% annually, commencing on the first anniversary of the January 3, 2025 grant date.

10. These Restricted Stock Units shall vest at the rate of 20% annually, commencing on the first anniversary of the January 5, 2026 grant date.

Remarks:

	Michael Harrity, by Power of Attorney	01/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did HCSG CEO Theodore Wahl report on this Form 4?

The filing shows acquisitions of common stock, phantom stock, and restricted stock units (RSUs), as well as RSU conversions into common stock and a disposition of 35,450 common shares coded “F.”

How many HCSG common shares did the CEO acquire through the employee stock purchase plan?

He acquired 2,145 shares of Healthcare Services Group common stock at $9.88 through participation in the company’s Employee Stock Purchase Plan.

What new restricted stock unit grant did the HCSG CEO receive?

On January 5, 2026, he received a new grant of 93,693 restricted stock units at $0, which the filing states will vest at 20% annually starting on the first anniversary of the January 5, 2026 grant date.

How do the RSUs in this HCSG Form 4 convert into common stock?

The filing states that shares are issued at a conversion rate of 1-for-1, meaning each vested restricted stock unit converts into one share of Healthcare Services Group common stock.

What is the CEO’s total reported beneficial ownership in HCSG after these transactions?

A footnote reports that total direct and indirect beneficial ownership is 604,211 shares following the reported transactions.

What does the phantom stock position represent for the HCSG CEO?

The filing notes that shares of phantom stock are payable in kind following termination of the CEO’s employment with Healthcare Services Group and were acquired under a deferred compensation plan.