Director at Healthcare Services Group (HCSG) takes 2026 fees in stock units

Rhea-AI Filing Summary

Healthcare Services Group Inc. director Thomas Gerard Whalen acquired 135 shares of common stock as fully vested Deferred Stock Units (DSUs) on an award basis. These DSUs were received in lieu of cash fees for service on the Board and its committees at a reference price of $18.55 per share. Whalen had previously elected in 2025 to take 2026 director fees in DSUs under the company’s 2020 Omnibus Incentive Plan. Following this grant, he holds 3,286 DSUs in total, consisting of 2,806 unvested DSUs and 480 vested DSUs. The DSUs will be settled in shares of common stock 90 days after he separates from the Board, with an option to further defer settlement under Code Section 409A.

Insider Trade Summary 10b5-1

1 transaction reported

Mixed 1 txn

Insider WHALEN THOMAS GERARD

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	135	$18.55	$3K

Holdings After Transaction: Common Stock — 3,286 shares (Direct)

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 2,806 unvested DSUs and 480 vested DSUs.

Key Figures

DSUs granted: 135 shares Reference price per share: $18.55/share Total DSUs after transaction: 3,286 units +2 more

5 metrics

DSUs granted 135 shares Award of fully vested DSUs as director fees

Reference price per share $18.55/share Value used to calculate DSUs from cash fees

Total DSUs after transaction 3,286 units Holdings following the March 31, 2026 grant

Unvested DSUs 2,806 units Portion of Whalen’s DSUs not yet vested

Vested DSUs 480 units Portion of Whalen’s DSUs already vested

Key Terms

Deferred Stock Units ("DSUs"), 2020 Omnibus Incentive Plan, blackout period guidelines, Code Section 409A

4 terms

Deferred Stock Units ("DSUs") financial

"The reporting person has elected to receive fully vested shares of Deferred Stock Units ("DSUs") under the Issuer's 2020 Omnibus Incentive Plan"

2020 Omnibus Incentive Plan financial

"Deferred Stock Units ("DSUs") under the Issuer's 2020 Omnibus Incentive Plan in lieu of cash fees"

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 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

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2026		A		135	A	$18.55(1)	3,286(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

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 2,806 unvested DSUs and 480 vested DSUs.

Remarks:

	Michael Harrity, by Power of Attorney	04/02/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did HCSG director Thomas Gerard Whalen report in this Form 4?

Thomas Gerard Whalen reported receiving 135 shares of Healthcare Services Group common stock as fully vested Deferred Stock Units. These units were granted as compensation for Board and committee service, taken instead of cash fees, under the company’s 2020 Omnibus Incentive Plan.

How many Healthcare Services Group (HCSG) units does Whalen hold after this transaction?

After this transaction, Whalen holds 3,286 Deferred Stock Units tied to Healthcare Services Group common stock. Footnotes state this amount includes 2,806 unvested DSUs and 480 vested DSUs, reflecting his accumulated equity-based compensation for serving on the company’s Board.

What are Deferred Stock Units (DSUs) in the HCSG Form 4 filing?

In this filing, Deferred Stock Units represent a right to receive Healthcare Services Group common shares at a later date instead of current cash fees. They track the stock’s value and, for Whalen, will be settled in shares ninety days after he separates from the Board.

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

Whalen’s Deferred Stock Units will be settled in Healthcare Services Group common stock ninety days after he separates from the Board. According to the footnote, he may also elect an additional deferral beyond that settlement date under the rules of U.S. tax Code Section 409A.

Did HCSG director Whalen buy shares on the open market in this Form 4?

No, the Form 4 shows a grant or award acquisition, not an open-market purchase. Whalen received 135 Deferred Stock Units as compensation, in lieu of cash director fees, at a reference price of $18.55 per share under the company’s 2020 Omnibus Incentive Plan.

Why did HCSG director Thomas Whalen receive stock units instead of cash fees?

The footnotes explain that Whalen elected to receive fully vested Deferred Stock Units instead of cash fees for Board and committee service. He made this election in 2025 for 2026 fees, consistent with Healthcare Services Group’s blackout period guidelines for such compensation choices.