Form 4: HCSG Officer Reports Stock Transactions Under 10b5-1 Plan
Insider Transaction Report
Healthcare Services Group SVP & Chief Accounting Officer Andrew M. Brophy reported multiple stock transactions, including acquisitions of common stock and restricted stock units, and a disposition for tax purposes, all under a Rule 10b5-1 plan.
Summary
- Andrew M. Brophy, SVP & Chief Accounting Officer of HEALTHCARE SERVICES GROUP INC (HCSG), reported changes in beneficial ownership of common stock and derivative securities.
- Transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
- On January 5, 2026, Brophy acquired 6,087 shares of Common Stock, which are restricted stock units vesting at 20% annually starting January 5, 2027.
- On January 4, 2026, Brophy acquired 141 shares and 554 shares of Common Stock through the exercise/conversion of derivative securities.
- On January 4, 2026, Brophy disposed of 936 shares of Common Stock for tax liability purposes.
- On December 31, 2025, Brophy acquired 657 shares of Phantom Stock, payable in-kind upon termination of employment, pursuant to an Issuer contribution under the Deferred Compensation Plan.
- Following these transactions, Brophy beneficially owns 18,270 shares of Common Stock (including 16,270 unvested restricted stock units) and 4,505 shares of Phantom Stock.
- Restricted Stock Units (141 shares) granted on January 4, 2021, vest at 20% annually starting January 4, 2022.
- Restricted Stock Units (554 shares) granted on January 4, 2022, vest at 20% annually starting January 4, 2023.
Sentiment
Score: 5
Explanation: The filing is a routine report of insider transactions, primarily related to executive compensation and tax withholding, under a pre-arranged plan. It does not contain information that would significantly alter the company's financial outlook or operational performance, thus indicating a neutral sentiment.
Positives
- Acquisition of 6,087 shares of Common Stock as restricted stock units, indicating ongoing equity compensation.
- Acquisition of 657 shares of Phantom Stock through an Issuer contribution to the Deferred Compensation Plan, enhancing long-term incentives.
- Conversion/exercise of derivative securities into 141 and 554 shares of Common Stock, increasing direct holdings.
Negatives
- Disposition of 936 shares of Common Stock for tax withholding purposes, reducing direct share ownership.
Future Outlook
Restricted stock units granted on January 5, 2026, will vest at a rate of 20% annually, commencing on the first anniversary of the grant date. Other restricted stock units granted on January 4, 2021, and January 4, 2022, also vest at 20% annually from their respective first anniversaries. Phantom stock is payable in-kind following termination of the Reporting Person's employment.
Industry Context
This filing details routine insider transactions related to executive compensation and deferred compensation plans, which are common practices across various industries to align management incentives with shareholder interests. The use of a Rule 10b5-1 plan is a standard mechanism for insiders to pre-arrange stock trades to avoid accusations of trading on material non-public information.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adherence | The transactions were made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), demonstrating adherence to insider trading compliance policies. | N/A | This indicates a proactive approach to managing insider trading risks and provides a legal defense against claims of trading on material non-public information, enhancing corporate governance transparency. |
Related Party Transactions
- Acquisition of 657 shares of phantom stock pursuant to an Issuer contribution under the Healthcare Services Group, Inc. Deferred Compensation Plan, representing a form of executive compensation.
Stakeholder Impact
- Shareholders: Routine insider transactions under a 10b5-1 plan typically have minimal direct impact on share price or company strategy. They reflect standard executive compensation practices.
- Employees: The deferred compensation plan and restricted stock units are part of the executive compensation structure, which can influence employee retention and motivation at the leadership level.
Next Steps
- Continued vesting of restricted stock units according to their respective schedules.
- Future payment of phantom stock upon termination of the reporting person's employment.
Key Dates
| Date | Description |
|---|---|
| 01/06/2025 | Signature date of the reporting person. |
| 12/31/2025 | Date of acquisition of 657 shares of Phantom Stock. |
| 01/04/2026 | Date of acquisition of 141 and 554 shares of Common Stock via derivative conversion, and disposition of 936 shares of Common Stock for tax. |
| 01/05/2026 | Date of acquisition of 6,087 shares of Common Stock (restricted stock units). |
Keywords
HCSG, Healthcare Services Group, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Phantom Stock, 10b5-1 Plan, Equity Compensation
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.