HealthStream (HSTM) CFO details RSU vesting and tax share withholding

Rhea-AI Filing Summary

HealthStream Inc. CFO and SVP Scott Alexander Roberts reported RSU vesting and related share movements. On February 27, 2026, he acquired 2,000 and 541 shares through the exercise or conversion of restricted share units, and 2,541 common shares were delivered from these awards.

To cover tax obligations, 754 common shares were withheld at a price of $22.09 per share in a tax-withholding disposition, rather than an open-market sale. After these transactions, he directly owned 32,563 shares of common stock.

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

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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).

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^*

Roberts Scott Alexander

(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)
	CFO and SVP

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M		2,541(1)	A	$0	33,317	D
Common Stock Holding	02/27/2026		F		754(2)	D	$22.09	32,563	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)	02/27/2026		M			2,000	(4)	(5)	Common Stock	2,000	$0	4,500	D
Restricted Share Units	$0(3)	02/27/2026		M			541	(6)	(5)	Common Stock	541	$0	3,065	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. 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 February 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on February 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on February 23, 2026 for the period January 1, 2025 through December 31, 2025; 20% vest on February 23, 2027 for the period January 1, 2026 through December 31, 2026; and 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027. 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 February 23, 2026.

5. Not applicable.

6. 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 February 27, 2026 for the period January 1, 2025 through December 31, 2025; 20% vest on February 27, 2027 for the period January 1, 2026 through December 31, 2026; 20% vest on February 27, 2028 for the period January 1, 2027 through December 31, 2027; 20% vest on February 27, 2029 for the period January 1, 2028 through December 31, 2028; and 25% vest on February 27, 2030 for the period January 1, 2029 through December 31, 2029. Vesting will be determined based on actual performance. The performance criteria for the period January 1, 2025 through December 31, 2025 was achieved; therefore 15% of the awards vested on February 27, 2026.

	/s/ Scott Alexander Roberts	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What did HealthStream (HSTM) CFO report in this Form 4 filing?

The CFO reported RSU vesting and related share movements. He acquired shares through the exercise or conversion of restricted share units and had a portion of common shares withheld to satisfy tax obligations linked to those equity awards.

How many HealthStream shares were acquired through RSU vesting?

The filing shows 2,000 and 541 shares acquired via the exercise or conversion of restricted share units. These transactions reflect RSUs vesting into common stock, consistent with the company’s equity compensation structure and the performance-based vesting terms described in the footnotes.

How many HealthStream shares were withheld for taxes and at what price?

A total of 754 common shares were disposed of as tax withholding at a price of $22.09 per share. This method settles tax liabilities by surrendering shares back, rather than selling them in the open market for cash proceeds.

What is the CFO’s HealthStream common stock holding after these transactions?

After the reported transactions, the CFO directly held 32,563 shares of HealthStream common stock. This figure reflects shares remaining after RSU conversions added stock and a portion of shares was withheld to cover tax liabilities associated with the vesting equity awards.

Are the reported HealthStream insider transactions open-market buys or sells?

The transactions are primarily RSU exercises and tax withholding, not open-market trades. RSU conversions delivered shares without a purchase price, while the F-coded transaction represents shares withheld to pay taxes, rather than discretionary selling into the market.

What performance conditions affect the CFO’s HealthStream RSU vesting?

The RSUs vest based on continued service and annual performance criteria set by the Compensation Committee. Footnotes describe multi-year vesting schedules, and note that performance goals for the January 1, 2025 through December 31, 2025 period were achieved, triggering partial vesting in February 2026.