Bildirim maddeleri
Madde 1.01
Önemli Sözleşme İmzalandı
ÖnemliMadde 7.01
Yatırımcı Sunumu ve Bilgilendirme
Madde 9.01
Finansal Tablolar ve Ekler
Bildirim metni
Item 1.01 Entry into a Material Definitive Agreement
On October 6, 2026, Healthcare Services Group, Inc. (the "Company") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Real Artisan Brands, LLC and certain other parties thereto (collectively, the "Seller Parties"), pursuant to which the Company agreed to acquire all of the outstanding equity interests of NexDine, LLC and Xendella, LLC (collectively, "NEXDINE Hospitality") (the "Acquisition").
Pursuant to the Purchase Agreement, the aggregate purchase price for the Acquisition is approximately $93.5 million, subject to customary adjustments, plus contingent consideration payable upon the achievement of certain performance conditions following the closing. The Company funded the cash consideration payable at closing using cash on hand.
The Purchase Agreement contains customary representations, warranties, covenants and termination provisions.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On October 7, 2026, the Company issued a press release announcing the Acquisition. A copy of the Company's press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information set forth herein and in Exhibit 99.1 is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section nor shall the information be deemed incorporated by reference in any filing of the Company.
Item 9.01 Financial Statements and Exhibits.
( d ) Exhibits. The following exhibits are being furnished herewith:
Exhibit Number Description 2.1* Membership Interest Purchase Agreement, dated as of October 6, 2026, by and among Healthcare Services Group, Inc., Real Artisan Brands, LLC and the other parties thereto. 99.1 Press Release dated October 7, 2026, issued by Healthcare Services Group, Inc. (furnished). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Resmi belge
Healthcare Services Group Inc, 8-KSEC EDGAR dosya no 000073101226000052
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