SCHEDULE: Executive Chairman Stachowiak Increases Stake in American Shared

Raymond C. Stachowiak, Executive Chairman, increased his beneficial ownership in American Shared Hospital Services to 23.7% through RSU vesting and option expiration.

Summary

• Raymond C. Stachowiak, Executive Chairman of American Shared Hospital Services, increased his beneficial ownership to 1,560,737 common shares, representing 23.7% of the company's outstanding stock.
• This increase reflects the vesting of 85,000 Restricted Stock Units (RSUs) granted on June 26, 2025, which vested on June 27, 2025 (30,000), July 2, 2025 (30,000), and October 1, 2025 (25,000).
• The beneficial ownership calculation also includes 72,678 shares from stock options and RSUs exercisable or vesting within 60 days of the December 9, 2025 filing date.
• 2,000 stock options previously held by Mr. Stachowiak expired unexercised on June 13, 2025.
• RCS Investments, Inc. and Stachowiak Equity Fund, LLC, entities managed by Mr. Stachowiak, reported beneficial ownership of 158,500 shares (2.4%) and 760,559 shares (11.7%) respectively.
• The percentage of beneficial ownership for RCS Investments and Stachowiak Equity Fund immaterially decreased due to an increase in the Issuer's total number of issued and outstanding common shares, which stood at 6,510,000 as of August 11, 2025.

Sentiment

Score: 7

Explanation: The increase in beneficial ownership by the Executive Chairman, primarily through compensation-related vesting, suggests continued alignment of management interests with shareholders and confidence in the company. The slight dilution for other entities is minor.

Positives

• Increased beneficial ownership by Executive Chairman Raymond C. Stachowiak, signaling continued confidence in the company.
• Vesting of 85,000 Restricted Stock Units (RSUs) for Mr. Stachowiak, aligning management incentives with shareholder interests.

Negatives

• 2,000 stock options held by Mr. Stachowiak expired unexercised, indicating a small reduction in potential ownership from that specific instrument.
• The percentage of beneficial ownership for RCS Investments and Stachowiak Equity Fund slightly decreased due to an increase in the total number of issued and outstanding common shares, indicating some dilution.

Future Outlook

The Reporting Persons hold shares for investment purposes and reserve the right to increase or decrease their position in the Issuer through market purchases, private transactions, or other means. They also reserve the right to change their intentions regarding these holdings.

Management Comments

• The Common Shares reported as beneficially owned by the Reporting Persons will be held for investment purposes.
• Mr. Stachowiak acquired Common Shares from the Issuer as partial compensation for his service as a director and officer.
• The Reporting Persons reserve the right to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable.
• The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4.

Industry Context

This filing primarily concerns insider ownership changes and does not provide broader industry context. It reflects an executive's personal investment strategy and compensation structure within the company.

Related Party Transactions

• Stachowiak Equity Fund, LLC is owned 60% by the Raymond C Stachowiak Revocable Trust (Mr. Stachowiak is sole trustee) and 20% by each of two trusts established for Mr. Stachowiak's children (Mr. Stachowiak's spouse is the sole trustee).

Stakeholder Impact

• Shareholders: Increased insider ownership by the Executive Chairman may be viewed positively, signaling confidence and aligning management interests with shareholders.
• Employees: The vesting of RSUs is part of executive compensation, which can impact employee morale and retention strategies.

Next Steps

• The remaining 25,000 RSUs granted to Mr. Stachowiak are scheduled to vest on January 1, 2026.
• Reporting Persons reserve the right to increase or decrease their position in the Issuer.

Key Dates

Recommendation

The filing primarily details an update to insider beneficial ownership, reflecting compensation and investment decisions by the Executive Chairman. While an increase in insider ownership can be a positive signal, this particular update is largely driven by RSU vesting as part of compensation, rather than significant open market purchases. There are no new strategic initiatives, financial performance updates, or material changes in company operations disclosed that would warrant a change in investment recommendation. The slight dilution from increased shares outstanding is minor. Therefore, a "hold" recommendation is appropriate as the filing does not present new information that fundamentally alters the investment thesis, but rather confirms ongoing executive involvement and compensation structure.

Keywords

American Shared Hospital Services, ASHS, Raymond C. Stachowiak, Schedule 13D/A, beneficial ownership, insider ownership, stock options, restricted stock units, corporate governance, executive compensation, investment