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HealthStream (HSTM) SVP adds 5,601 shares as RSUs vest, 1,364 withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HealthStream Senior Vice President Michael Scott McQuigg reported routine equity compensation activity involving restricted share units (RSUs) that vested into common stock. On March 30, 2026, he exercised RSUs that delivered 5,601 shares of HealthStream common stock at a conversion price of $0.00 per share.

As part of the same event, 1,364 shares of common stock were withheld at $21.25 per share to cover tax obligations, a non‑market disposition. Following these transactions, he directly owned 35,191 shares of HealthStream common stock. Footnotes explain that each RSU converts into one share upon vesting and that awards follow multi‑year vesting schedules tied to continued service and, for certain grants, performance criteria.

Positive

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Insider McQuigg Michael Scott
Role Senior Vice President
Type Security Shares Price Value
Exercise Restricted Share Units 285 $0.00 $0.00
Exercise Restricted Share Units 448 $0.00 $0.00
Exercise Restricted Share Units 686 $0.00 $0.00
Exercise Restricted Share Units 1,722 $0.00 $0.00
Exercise Restricted Share Units 2,460 $0.00 $0.00
Exercise Common Stock Holding 5,601 $0.00 $0.00
Exercise Price or Tax Liability Common Stock Holding 1,364 $21.25 $29K
Holdings After Transaction: Restricted Share Units — 6,948 shares (Direct); Common Stock Holding — 35,191 shares (Direct)
Footnotes (9)
  1. F1. Shares acquired on vesting of restricted share units.
  2. F2. Shares withheld for payment of tax liability.
  3. F3. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
  4. F4. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 19, 2026, 20% vest on March 19, 2027, 30% vest on March 19, 2028, and the remaining 35% vest on March 19, 2029.
  5. F5. Not applicable.
  6. F6. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 20, 2025, 20% vest on March 20, 2026, 30% vest on March 20, 2027, and the remaining 35% vest on March 20, 2028.
  7. F7. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 22, 2024, 20% vest on March 22, 2025, 30% vest on March 22, 2026, and the remaining 35% vest on March 22, 2027.
  8. F8. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 23, 2023, 20% vest on March 23, 2024, 30% vest on March 23, 2025, and the remaining 35% vest on March 23, 2026.
  9. F9. Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria. The performance criteria will be established on an annual basis by the Compensation Committee of the Board of Directors. 15% vest on March 23, 2023 for the period January 1, 2022 through December 31, 2022; 20% vest on March 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on March 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on March 23, 2026 for the period January 1, 2025 through December 31, 2025; and 25% vest on March 23, 2027 for the period January 1, 2026 through December 31, 2026. Vesting is determined based on actual performance. The performance criteria for the period January 1, 2025 through December 31, 2025 was achieved; therefore 20% of the awards vested on March 23, 2026.
RSU shares acquired 5,601 shares Common stock from RSU exercises on March 30, 2026
Shares withheld for taxes 1,364 shares Tax-withholding disposition at $21.25 per share
Share price for withholding $21.25 per share Value applied to 1,364 withheld shares
Post-transaction holdings 35,191 shares Common stock directly owned after transactions
Derivative exercises 5 transactions, 5,601 shares Exercise or conversion of RSUs reported in Form 4
Restricted Share Units financial
"Shares acquired on vesting of restricted share units."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
vesting schedule financial
"The RSUs are subject to a four year vesting schedule, contingent upon continued service"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
performance criteria financial
"Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria."
contingent right financial
"Each restricted share unit (RSU) represents the contingent right to receive one share of common stock"

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FAQ

What did HealthStream (HSTM) executive Michael Scott McQuigg report in this Form 4?
Michael Scott McQuigg reported RSU vesting and related share activity. He acquired 5,601 HealthStream common shares from restricted share units and had 1,364 shares withheld to cover tax liabilities, ending with 35,191 shares owned directly.

How many HealthStream (HSTM) shares did the SVP receive from RSU vesting?
He received 5,601 shares of HealthStream common stock through the exercise or conversion of restricted share units. Each RSU converts into one share upon vesting, according to the filing’s footnotes describing the structure of these awards.

How many HealthStream (HSTM) shares were withheld for taxes in this Form 4?
The filing shows 1,364 HealthStream common shares were withheld at $21.25 per share to satisfy tax liabilities. This tax-withholding disposition is not an open-market sale but a mechanism to pay taxes on vested equity.

What is Michael Scott McQuigg’s HealthStream (HSTM) share ownership after these transactions?
After the reported transactions, Michael Scott McQuigg directly owned 35,191 shares of HealthStream common stock. This figure reflects shares acquired from RSU vesting, net of those withheld to satisfy associated tax obligations on the equity awards.

How do the HealthStream (HSTM) RSUs described in the Form 4 vest over time?
The RSUs vest over four years, contingent on continued service, with typical tranches of 15%, 20%, 30%, and 35% on specified March dates. One grant also depends on annual performance criteria set by the Compensation Committee, with vesting tied to multi-year performance periods.

What does each restricted share unit (RSU) represent for HealthStream (HSTM)?
Each restricted share unit represents a contingent right to receive one share of HealthStream common stock upon vesting. The awards only convert into shares when vesting conditions, such as continued service and, for some grants, defined performance targets, have been satisfied.
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
McQuigg Michael Scott
(Last)(First)(Middle)
500 11TH AVENUE NORTH
SUITE 850
(Street)
NASHVILLE TENNESSEE 37203
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HEALTHSTREAM INC [ HSTM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock Holding03/30/2026M5,601(1)A$036,555D
Common Stock Holding03/30/2026F1,364(2)D$21.2535,191D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units$0(3)03/30/2026M285 (4) (5)Common Stock285$01,616D
Restricted Share Units$0(3)03/30/2026M448 (6) (5)Common Stock448$01,456D
Restricted Share Units$0(3)03/30/2026M686 (7) (5)Common Stock686$0800D
Restricted Share Units$0(3)03/30/2026M1,722 (8) (5)Common Stock1,722$00D
Restricted Share Units$0(3)03/30/2026M2,460 (9) (5)Common Stock2,460$03,076D
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 March 19, 2026, 20% vest on March 19, 2027, 30% vest on March 19, 2028, and the remaining 35% vest on March 19, 2029.
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 March 20, 2025, 20% vest on March 20, 2026, 30% vest on March 20, 2027, and the remaining 35% vest on March 20, 2028.
7. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 22, 2024, 20% vest on March 22, 2025, 30% vest on March 22, 2026, and the remaining 35% vest on March 22, 2027.
8. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 23, 2023, 20% vest on March 23, 2024, 30% vest on March 23, 2025, and the remaining 35% vest on March 23, 2026.
9. Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria. The performance criteria will be established on an annual basis by the Compensation Committee of the Board of Directors. 15% vest on March 23, 2023 for the period January 1, 2022 through December 31, 2022; 20% vest on March 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on March 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on March 23, 2026 for the period January 1, 2025 through December 31, 2025; and 25% vest on March 23, 2027 for the period January 1, 2026 through December 31, 2026. Vesting is determined based on actual performance. The performance criteria for the period January 1, 2025 through December 31, 2025 was achieved; therefore 20% of the awards vested on March 23, 2026.
/s/ Michael Scott McQuigg03/30/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR