HealthStream CEO Frist receives 1,955 vested shares

The three RSU tranches followed separate four-year schedules, each contingent on continued service at vesting.

Rhea-AI Filing Summary

HealthStream Inc. (HSTM) CEO and Chairman Robert A. Frist Jr. reported vesting of 1,955 restricted share units into 1,955 common shares on September 29, 2026. On that date, 477 common shares were withheld for payment of tax liability at $29.10 per share. Each restricted share unit represents the contingent right to receive one common share upon vesting.

Insider Trade Summary

1,955 shares exercised/converted

Exercise 13 txns

Insider FRIST ROBERT A JR

Role CEO and Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units F3, F4, F5	1,055	$0.00	$0.00
Exercise	Restricted Share Units F3, F6, F5	512	$0.00	$0.00
Exercise	Restricted Share Units F3, F7, F5	388	$0.00	$0.00
Exercise	Common Stock F1	1,955	$0.00	$0.00
Tax Withholding	Common Stock F2	477	$29.10	$14K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Share Units — 5,092 contracts (Direct); Common Stock — 3,908,516 shares (Direct); Common Stock — 10,000 shares (Indirect, The Carolyn Marie Frist 2005 Vested Trust); Common Stock — 10,000 shares (Indirect, The Cate Merriman Frist 2005 Vested Trust); Common Stock — 10,000 shares (Indirect, The Eleanor Knox Frist 2005 Vested Trust); Common Stock — 18,335 shares (Indirect, Louise Trust u/a/d 08-16-2007); Common Stock — 18,334 shares (Indirect, Merriman Trust u/a/d 08-16-2007); Common Stock — 18,334 shares (Indirect, Marie Trust u/a/d 08-16-2007); Common Stock — 18,334 shares (Indirect, Knox Trust u/a/d 08-16-2007); Common Stock — 995,000 shares (Indirect, Bobby and Melissa Frist Children's 2012 GST-Exempt Trust)

Footnotes (7)

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 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. 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 September 18, 2025, 20% vest on September 18, 2026, 30% vest on September 18, 2027, and the remaining 35% vest on September 18, 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 September 24, 2026, 20% vest on September 24, 2027, 30% vest on September 24, 2028, and the remaining 35% vest on September 24, 2029.

Key Figures

Common shares acquired upon vesting: 1,955 shares Shares withheld for tax liability: 477 shares Price per share for tax withholding: $29.10 per share +3 more

6 metrics

Common shares acquired upon vesting 1,955 shares September 29, 2026

Shares withheld for tax liability 477 shares September 29, 2026

Price per share for tax withholding $29.10 per share September 29, 2026

Restricted share units 1,055 units September 29, 2026 transaction

Restricted share units 512 units September 29, 2026 transaction

Restricted share units 388 units September 29, 2026 transaction

Key Terms

restricted share units, contingent right, four year vesting schedule, tax liability

4 terms

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.

contingent right financial

"contingent right to receive one share of common stock upon vesting"

four year vesting schedule financial

"subject to a four year vesting schedule"

tax liability financial

"Shares withheld for payment of tax liability."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many HSTM shares did Robert A. Frist Jr. acquire and how many were withheld for taxes?

Robert A. Frist Jr. acquired 1,955 common shares upon vesting of restricted share units on September 29, 2026, and 477 common shares were withheld for payment of tax liability at $29.10 per share.

What were the vesting schedules for Robert A. Frist Jr.'s HSTM restricted share units?

The 1,055 RSUs were scheduled to vest 15% on September 20, 2024, 20% on September 20, 2025, 30% on September 20, 2026, and the remaining 35% on September 20, 2027. The 512 RSUs were scheduled to vest 15% on September 18, 2025, 20% on September 18, 2026, 30% on September 18, 2027, and the remaining 35% on September 18, 2028. The 388 RSUs were scheduled to vest 15% on September 24, 2026, 20% on September 24, 2027, 30% on September 24, 2028, and the remaining 35% on September 24, 2029. Each schedule was contingent on continued service at the time of vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 05:33 PM Accepted by SEC EDGAR 09/29/2026 - 05:33 PM Learn about SEC filing dates

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

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^*

FRIST ROBERT A JR

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/29/2026		M		1,955(1)	A	$0	3,908,993	D
Common Stock	09/29/2026		F		477(2)	D	$29.1	3,908,516	D
Common Stock								10,000	I	The Carolyn Marie Frist 2005 Vested Trust
Common Stock								10,000	I	The Cate Merriman Frist 2005 Vested Trust
Common Stock								10,000	I	The Eleanor Knox Frist 2005 Vested Trust
Common Stock								18,335	I	Louise Trust u/a/d 08-16-2007
Common Stock								18,334	I	Merriman Trust u/a/d 08-16-2007
Common Stock								18,334	I	Marie Trust u/a/d 08-16-2007
Common Stock								18,334	I	Knox Trust u/a/d 08-16-2007
Common Stock								995,000	I	Bobby and Melissa Frist Children's 2012 GST-Exempt Trust

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)	09/29/2026		M			1,055	(4)	(5)	Common Stock	1,055	$0	1,230	D
Restricted Share Units	$0(3)	09/29/2026		M			512	(6)	(5)	Common Stock	512	$0	1,664	D
Restricted Share Units	$0(3)	09/29/2026		M			388	(7)	(5)	Common Stock	388	$0	2,198	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.

7. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on September 24, 2026, 20% vest on September 24, 2027, 30% vest on September 24, 2028, and the remaining 35% vest on September 24, 2029.

	/s/ Robert A. Frist Jr.	09/29/2026
	** 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).
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)