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HealthStream (Nasdaq: HSTM) elevates Collier to COO and issues option grants

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HealthStream, Inc. has promoted Michael M. Collier to Chief Operating Officer and Executive Vice President from his prior corporate strategy and operations role. He will oversee enterprise operations, including customer experience, corporate development, M&A, implementations, legal, HR, partnerships, business enablement, and other key functions.

Collier will also act as executive sponsor for the company’s AI transformation. In connection with his promotion, he received stock options for 18,781 shares at an exercise price of $23.96 per share under the 2022 Omnibus Incentive Plan, vesting over five years, and an increased base salary with eligibility for executive-level bonuses and time-based RSU awards.

The Compensation Committee also granted the CEO, Robert A. Frist, Jr., stock options for 18,781 shares at the same $23.96 exercise price, with identical five-year time-based vesting tied to continued service.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Collier option grant 18,781 shares Stock options under 2022 Omnibus Incentive Plan
Frist option grant 18,781 shares Stock options under 2022 Omnibus Incentive Plan
Exercise price $23.96 per share Closing market price on grant date May 8, 2026
First-year vesting tranche 15% of options Vests on first anniversary of grant date, time-based
Middle-year vesting tranches 20% years 2-4 Each of second, third, and fourth anniversaries of grant date
Final vesting tranche 25% of options Vests on fifth anniversary of grant date
2022 Omnibus Incentive Plan financial
"pursuant to the Company’s shareholder-approved 2022 Omnibus Incentive Plan (the “2022 Plan”)"
restricted stock units (RSUs) financial
"eligibility to receive an annual award of time-based vesting RSUs"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
time-based vesting financial
"these options will vest on a time-based basis in the following increments"
Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.
Item 5.02 regulatory
"Item 5.02 Departure of Directors or Certain Officers; Election of Directors"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false 0001095565 0001095565 2026-05-04 2026-05-04
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 8, 2026 (May 4, 2026)
 
 
HealthStream, Inc.
(Exact name of Registrant as Specified in Its Charter)
 
 
 
Tennessee
000-27701
62-1443555
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
500 11th Avenue North, Suite 850,
Nashville, Tennessee
  
37203
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: 615-301-3100
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (Par Value $0.00)
HSTM
Nasdaq Global Select Market
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Promotion of Michael M. Collier 
 
As disclosed by HealthStream, Inc. (the “Company”) in a press release issued on May 4, 2026, announcing the Company’s results of operations for the three months ended March 31, 2026, Michael M. Collier has been promoted to the Company’s Chief Operating Officer and Executive Vice President from his prior role as the Company’s EVP, Corporate Strategy, Development & Operations. In this role, Mr. Collier will lead enterprise operations across HealthStream, including customer experience functions, corporate development and mergers and acquisitions, implementations, legal, human resources, partnerships, business enablement, and other critical areas. In addition, Mr. Collier will serve as the executive sponsor for the Company’s AI transformation, driving AI readiness across operational teams and advancing the use of AI to support the workforce and internal business processes.  
  
Pursuant to the terms of a letter agreement entered into between the Company and Mr. Collier in connection with such promotion (the “Collier Letter Agreement”), the Company’s Compensation Committee (the “Committee”) approved the grant to Mr. Collier of stock options to acquire 18,781 shares of the Company’s common stock pursuant to the Company’s shareholder-approved 2022 Omnibus Incentive Plan (the “2022 Plan”) at an exercise price of $23.96 per share, which equals the closing market price on the grant date of May 8, 2026. In addition, these options will vest on a time-based basis in the following increments: 15% on the first anniversary of the grant date; 20% on the second anniversary of the grant date; 20% on the third anniversary of the grant date; 20% on the fourth anniversary of the grant date; and 25% on the fifth anniversary of the grant date, subject to Mr. Collier’s continued service with the Company. In connection with such promotion, the Collier Letter Agreement also provides, among other things, for an increase in the annual base salary of Mr. Collier, Mr. Collier’s eligibility to participate in the Company’s annual cash bonus plan at the executive vice president level, and Mr. Collier’s eligibility to receive an annual award of time-based vesting RSUs. 
  
There is no arrangement or understanding between Mr. Collier and any other person pursuant to which Mr. Collier was selected for such role. Mr. Collier has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Collier is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. A description of Mr. Collier’s business background and experience is incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026. 
 
Equity Grant to Robert A. Frist, Jr. 
 
The Committee also approved a grant to the Company’s Chief Executive Officer, Robert A. Frist, Jr., of stock options to acquire 18,781 shares of the Company’s common stock pursuant to the 2022 Plan at an exercise price of $23.96 per share, which equals the closing market price of the Company’s common stock on the grant date of May 8, 2026. In addition, these options will vest on a time-based basis in the following increments: 15% on the first anniversary of the grant date; 20% on the second anniversary of the grant date; 20% on the third anniversary of the grant date; 20% on the fourth anniversary of the grant date; and 25% on the fifth anniversary of the grant date, subject to Mr. Frist’s continued service with the Company. 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
HealthStream, Inc.
       
Date: May 8, 2026
  
By:
/s/ Scott A. Roberts
     
Scott A. Roberts
     
Chief Financial Officer
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What executive change did HealthStream (HSTM) disclose in this 8-K?

HealthStream promoted Michael M. Collier to Chief Operating Officer and Executive Vice President. He moves from a corporate strategy and operations role to leading enterprise operations, including customer experience, M&A, implementations, legal, HR, partnerships, and other critical functions across the company.

What equity award did Michael Collier receive from HealthStream (HSTM)?

Michael Collier received stock options for 18,781 shares of HealthStream common stock. The options were granted under the 2022 Omnibus Incentive Plan at a $23.96 exercise price, vesting over five years based on continued service in his new Chief Operating Officer and Executive Vice President role.

How do Michael Collier’s stock options at HealthStream (HSTM) vest?

Michael Collier’s options vest on a time-based schedule over five years. Vesting occurs 15% on the first anniversary, 20% on each of the second, third, and fourth anniversaries, and 25% on the fifth anniversary, all conditioned on his continued service with HealthStream.

Did HealthStream (HSTM) grant new equity awards to CEO Robert A. Frist, Jr.?

Yes. CEO Robert A. Frist, Jr. received stock options to acquire 18,781 shares of HealthStream common stock. The exercise price is $23.96 per share, and the options vest over five years on the same 15%, 20%, 20%, 20%, and 25% time-based anniversary schedule as Michael Collier’s grant.

What additional compensation changes were made for Michael Collier at HealthStream (HSTM)?

In addition to stock options, Michael Collier’s annual base salary was increased. He also became eligible to participate in HealthStream’s annual cash bonus plan at the executive vice president level and to receive annual time-based vesting restricted stock unit (RSU) awards under the company’s compensation programs.

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