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HCSG Form 4: Director Whalen receives DSUs (214 vested, 2,806 unvested)

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

Rhea-AI Filing Summary

Thomas Gerard Whalen, a director of Healthcare Services Group, Inc. (HCSG), reported an acquisition on 09/30/2025 of 149 shares of common stock at an effective price of $16.83 per share. The shares reflect the election to receive fully vested Deferred Stock Units (DSUs) instead of cash director fees for 2025; the filing states the election was made in May 2025. The report breaks the total into 2,806 unvested DSUs and 214 vested DSUs, and notes DSUs will be settled in shares 90 days after separation from board service, with an option for further deferral under Code Section 409A.

Positive

  • Acquired 149 shares via DSU election on 09/30/2025 at $16.83 per share
  • Election to receive DSUs aligns director compensation with company equity (election made May 2025)

Negative

  • None.
Insider WHALEN THOMAS GERARD
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 149 $16.83 $3K
Holdings After Transaction: Common Stock — 3,020 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 May 2025 which applies to director's fees earned in 2025 in compliance with the Issuer's black-out 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 214 vested DSUs.
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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).
1. Name and Address of Reporting Person*
WHALEN THOMAS GERARD
(Last) (First) (Middle)
3220 TILLMAN DR
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
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 09/30/2025 A 149 A $16.83(1) 3,020(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 May 2025 which applies to director's fees earned in 2025 in compliance with the Issuer's black-out 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 214 vested DSUs.
Remarks:
Michael Harrity, by Power of Attorney 10/02/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did HCSG director Thomas Whalen report on Form 4?

The filing reports an acquisition of 149 common shares on 09/30/2025, recorded at $16.83 per share through a DSU election.

Why were shares issued instead of cash for director fees at HCSG?

The reporting person elected in May 2025 to receive fully vested Deferred Stock Units (DSUs) in lieu of cash fees for 2025, in line with the issuer's blackout guidelines.

How many vested and unvested DSUs does the Form 4 disclose?

The filing states 214 vested DSUs and 2,806 unvested DSUs attributable to the reporting person.

When will the DSUs be settled into shares for HCSG directors?

DSUs will be settled into common stock 90 days after the director's separation from board service, with possible further deferral under Code Section 409A.