[Form 4] HEALTHSTREAM INC Insider Trading Activity

Rhea-AI Filing Summary

Jeff Cunningham, Chief Technology Officer of HealthStream, reported transactions on 09/29/2025. Restricted share units vested and converted to common stock, resulting in the acquisition of 869 shares at $0 and bringing total reported beneficial ownership to 33,222 shares immediately after vesting. Separately, 212 shares were withheld to satisfy tax withholding at a price of $29.08, leaving 33,010 shares reported as beneficially owned after the withholding. The filing also reports additional restricted share unit awards (562 and 307 units) that are described with multi-year vesting schedules.

Positive

• Vesting increased insider ownership: 869 shares acquired upon RSU vesting, raising reported beneficial ownership to 33,222 shares.
• Transparent vesting schedule disclosed: The filing states the multi-year vesting schedules for outstanding RSUs, giving clarity on future potential share issuances.

Negative

• Tax withholding reduced net shares: 212 shares were withheld at a price of $29.08, reducing reported beneficial ownership to 33,010 shares.

Insights

Financial Analyst

TL;DR: Insider received vested RSUs increasing direct holdings; tax withholding reduced net shares reported.

Vesting of restricted share units converted to 869 shares that the reporting person acquired at no cash purchase price, a routine compensation event that increases insider alignment with shareholders. The filing also shows 212 shares withheld to satisfy tax obligations at $29.08, a common administrative step that reduced net shares reported. The disclosure of remaining outstanding RSUs with multi-year vesting provides transparency on future potential dilution but contains no exercise or cash purchase transactions.

Corporate Governance Expert

TL;DR: Compensation-related vesting disclosed clearly; vesting schedules and withholding are appropriately reported.

The Form 4 documents conversion of RSUs to common stock and the tax withholding associated with that conversion, which demonstrates compliance with Section 16 reporting requirements. The filing lists the vesting schedules for two grant series (dates and percentages), enabling stakeholders to understand the timeline for further insider ownership changes. No departures, sales other than withholding, or unusual transactions are reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cunningham Jeff

(Last) (First) (Middle)

500 11TH AVENUE NORTH

SUITE 850

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTHSTREAM INC [ HSTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock Holding	09/29/2025		M		869(1)	A	$0	33,222	D
Common Stock Holding	09/29/2025		F		212(2)	D	$29.08	33,010	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	$0(3)	09/29/2025		M			562	(4)	(5)	Common Stock	562	$0	1,828	D
Restricted Share Units	$0(3)	09/29/2025		M			307	(6)	(5)	Common Stock	307	$0	1,741	D

Explanation of Responses:

1. Shares acquired on vesting of restricted share units.

2. Shares withheld for payment of tax liability.

3. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.

4. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on September 20, 2024, 20% vest on September 20, 2025, 30% vest on September 20, 2026, and the remaining 35% vest on September 20, 2027.

5. Not applicable.

6. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on September 18, 2025, 20% vest on September 18, 2026, 30% vest on September 18, 2027, and the remaining 35% vest on September 18, 2028.

	/s/ Jeff Cunningham	09/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Jeff Cunningham (HSTM) report on 09/29/2025?

He reported RSU vesting that resulted in acquisition of 869 shares and withholding of 212 shares for taxes at $29.08, with reported beneficial ownership figures included.

How many shares did the reporting person own after the transactions?

33,222 shares immediately after RSU vesting and 33,010 shares after 212 shares were withheld for taxes.

Were any shares sold in the filing?

No sales were reported. The only disposition noted was withholding of shares to satisfy tax liabilities.

What are the vesting terms for the outstanding RSUs disclosed?

Two RSU series are disclosed with multi-year vesting schedules: one series vests 15% on 9/20/2024, 20% on 9/20/2025, 30% on 9/20/2026 and 35% on 9/20/2027; the other vests 15% on 9/18/2025, 20% on 9/18/2026, 30% on 9/18/2027 and 35% on 9/18/2028.

What price was used for the tax withholding?

$29.08 per share is reported as the price related to the 212 shares withheld for tax withholding.