HCSG (HCSG) CEO boosts direct stake to 536,259 shares after equity awards

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HEALTHCARE SERVICES GROUP INC President & CEO Theodore Wahl reported equity award activity on common stock and restricted stock units. On February 24, 2026, he acquired shares through exercises and conversions of derivative awards, with certain shares withheld to cover tax obligations.

Following these transactions, he directly owned 536,259 shares of common stock and 44,476 restricted stock units. The activity reflects vesting and settlement of previously granted performance and restricted stock unit awards rather than open-market purchases or sales.

Insider Trade Summary

22,238 shares exercised/converted

Mixed 5 txns

Insider WAHL Theodore

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	22,238	$0.00	--
Exercise	Common Stock	22,238	$0.00	--
Tax Withholding	Common Stock	9,434	$21.40	$202K
Exercise	Common Stock	63,551	$0.00	--
Tax Withholding	Common Stock	26,959	$21.40	$577K

Holdings After Transaction: Restricted Stock Units — 44,476 shares (Direct); Common Stock — 509,101 shares (Direct)

Footnotes (1)

Represents shares withheld to pay taxes. 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. Shares issued at the conversion rate of 1-for-1. These Restricted Stock Units shall vest at the rate of 20% annually, commencing on the first anniversary of the February 24, 2023 grant date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/26/2026 - 04:07 PM

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).

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

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2026		M		22,238	A	$0	509,101	D
Common Stock	02/24/2026		F		9,434⁽¹⁾	D	$21.4	499,667	D
Common Stock	02/24/2026		M		63,551⁽²⁾	A	$0	563,218	D
Common Stock	02/24/2026		F		26,959⁽¹⁾	D	$21.4	536,259	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/24/2026		M			22,238	⁽⁴⁾	⁽⁴⁾	Common Stock	22,238	$0	44,476	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
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 insider transactions did HCSG CEO Theodore Wahl report?

Theodore Wahl reported equity award activity involving exercises and conversions of derivative awards into common stock, plus tax-related share withholdings. These transactions arose from previously granted performance and restricted stock unit awards that vested based on certified financial performance criteria.

How many HCSG common shares does the CEO hold after these transactions?

After the reported transactions, President and CEO Theodore Wahl directly held 536,259 shares of Healthcare Services Group common stock. This figure reflects equity award exercises and tax-withholding dispositions completed on February 24, 2026, as part of settling prior stock-based compensation grants.

What happened to HCSG restricted stock units in this Form 4 filing?

The filing shows 22,238 restricted stock units converted into common stock and 44,476 restricted stock units remaining directly owned. Certain restricted stock units vest 20% annually beginning on the first anniversary of the February 24, 2023 grant date, subject to the described vesting schedule.

Were any HCSG shares sold on the open market by the CEO?

The disposition transactions in this Form 4 are coded “F,” indicating shares were withheld to pay taxes or exercise costs, not open-market sales. The filing describes these as payments of tax liabilities by delivering securities associated with equity award vesting and settlement.

What performance criteria affected the HCSG CEO’s stock awards?

The Form 4 notes common stock earned from a performance stock unit award granted in February 2023, based on financial performance criteria for the period ending December 31, 2025. The compensation committee certified goal attainment on February 24, 2026, triggering vesting and share delivery.