Kush Andrew 4

What Happened

• Kush Andrew, Chief Operating Officer of Healthcare Services Group, had performance/derivative awards convert into 21,450 shares on Feb 24, 2026. To satisfy tax withholding, 7,227 of those shares were withheld (disposed) at $21.40 per share, generating approximately $154,658 in withholding. The conversions were reported as exercise/conversion of derivatives (code M) and the withholdings were reported under tax withholding (code F).

Key Details

• Transaction date: February 24, 2026; Form 4 filed February 26, 2026 (timely).
• Exercise/conversion entries: 4,416 + 12,618 + 4,416 = 21,450 shares issued at $0.00 (conversion/exercise).
• Tax withholding (F): 1,874 shares withheld ($40,104) and 5,353 shares withheld ($114,554); total withheld = 7,227 shares (~$154,658) at $21.40/share.
• Net shares added to insider’s position: 21,450 issued − 7,227 withheld = 14,223 net shares received.
• Shares owned after the transaction: not disclosed in the provided filing summary.
• Footnotes: F1 = shares withheld to pay taxes; F2 = common stock earned and delivered on a Feb 2023 performance stock unit award after committee certification of performance for year ended 2025; F3 = shares issued at 1-for-1 conversion rate; F4 = related RSUs vest 20% annually starting Feb 24, 2023.

Context

• This was primarily a receipt of vested/performance awards (not an open-market purchase). The withholding of shares to cover taxes is a routine administrative step (similar to a cashless withholding) and not necessarily a sell signal.
• The underlying delivery was due to performance-vesting (committee certified attainment for the period ending Dec 31, 2025), per footnote. No 10b5-1 plan or gifting was indicated.