Equity awards vest for HCSG (NASDAQ: HCSG) EVP Patrick Orr with tax withholding

Rhea-AI Filing Summary

HEALTHCARE SERVICES GROUP INC executive Patrick J. Orr reported equity award activity. On February 24, 2026, he acquired 3,340 Restricted Stock Units and 12,883 shares of common stock through exercises or conversions of derivative awards at a price of $0 per share.

Footnotes state 9,543 common shares were earned from a performance stock unit award granted in February 2023, based on financial results through December 31, 2025, and vested when the compensation committee certified performance on February 24, 2026. A total of 1,417 and 4,049 common shares were withheld at $21.40 per share to cover tax obligations, rather than sold in open-market transactions.

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

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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^*

Orr Patrick J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		M		3,340	A	$0	3,340	D
Common Stock	02/24/2026		F		1,417(1)	D	$21.4	1,923	D
Common Stock	02/24/2026		M		9,543(2)	A	$0	11,466	D
Common Stock	02/24/2026		F		4,049(1)	D	$21.4	7,417	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
Restricted Stock Units	(3)	02/24/2026		M			3,340	(4)	(4)	Common Stock	3,340	$0	6,678	D

Explanation of Responses:

1. Represents shares withheld to pay taxes.

2. Represents common stock earned and delivered on a performance stock unit award previously granted in February 2023, based on the satisfaction of certain financial performance criteria for the period ended December 31, 2025. The Company's Nominating, Compensation and Stock Option Committee certified the level of performance-goal attainment on February 24, 2026 and the shares vested upon certification.

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

4. These Restricted Stock Units shall vest at the rate of 20% annually, commencing on the first anniversary of the February 24, 2023 grant date.

Remarks:

	Michael Harrity, by Power of Attorney	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What did HCSG executive Patrick J. Orr report in this Form 4?

Patrick J. Orr reported equity award activity, not open-market trading. He acquired common shares and Restricted Stock Units through derivative exercises and conversions, with a portion of the stock withheld to satisfy tax liabilities associated with these vesting and performance-based awards.

How many HCSG shares did Patrick J. Orr acquire on February 24, 2026?

On February 24, 2026, Patrick J. Orr acquired 3,340 Restricted Stock Units and 12,883 shares of HCSG common stock through exercises or conversions of derivative awards, according to the Form 4 transaction details and related footnotes describing vesting and performance-based share delivery.

Were any of Patrick J. Orr’s HCSG transactions open-market sales or purchases?

The Form 4 shows no open-market purchases or sales. Transactions coded “M” are exercises or conversions of derivative awards, while transactions coded “F” reflect shares withheld to pay taxes, rather than discretionary selling into the market by Patrick J. Orr.

What is the significance of the performance stock unit award for HCSG?

A performance stock unit award granted in February 2023 converted into common shares after meeting financial performance criteria through December 31, 2025. The compensation committee certified goal attainment on February 24, 2026, triggering vesting and delivery of these earned HCSG shares.

Why were some HCSG shares withheld from Patrick J. Orr in this filing?

Some shares were withheld to cover tax obligations. Transactions coded “F” show 1,417 and 4,049 common shares withheld at $21.40 per share, with a footnote clarifying these represent shares used to pay taxes due on the vesting and exercises.

How do the Restricted Stock Units for HCSG vest for Patrick J. Orr?

The Restricted Stock Units vest in 20% annual installments. A footnote explains these RSUs, granted on February 24, 2023, vest at a rate of 20% each year, starting on the first anniversary of the grant date, subject to continued service and plan terms.