[Form 4] HEALTHSTREAM INC Insider Trading Activity

Rhea-AI Filing Summary

Michael Scott McQuigg, Senior Vice President at HealthStream, acquired shares on vesting of restricted share units and had shares withheld to cover taxes. On 09/29/2025 he took receipt of 869 common shares upon RSU vesting (transaction code M), increasing his direct holdings to 28,800 shares before tax withholding. He concurrently had 212 shares withheld for tax payment (transaction code F) at $29.08, leaving 28,588 shares beneficially owned. Two RSU award pools were reported: 562 RSUs (post-transaction beneficial ownership 1,828) and 307 RSUs (post-transaction beneficial ownership 1,741). The filing shows applicable vesting schedules and that each RSU converts to one common share upon vesting.

Positive

• Vesting of RSUs demonstrates continued executive alignment with shareholder interests through equity compensation
• Detailed vesting schedules disclosed, showing multi-year retention structure for awarded RSUs

Negative

• Shares withheld for taxes (212 shares) reduced the reporting person's net share count
• No indication of significant open-market purchases that would materially increase insider ownership

Insights

Executive Compensation Analyst

TL;DR: Routine executive compensation vesting with tax withholding; aligns management incentives with shareholders but is non-material by itself.

The Form 4 documents standard vesting of RSUs to a named officer and small-scale share withholding for taxes. The vesting increases the reporting person's direct common stock holdings modestly while the withheld 212 shares represent tax settlement, not an open-market disposition. The disclosed multi-year vesting schedules indicate ongoing retention incentives rather than immediate large-scale liquidity events.

Securities Compliance Analyst

TL;DR: Compliance disclosure appears complete; transactions are routine and properly coded (M for vesting, F for tax withholding).

The filing identifies transaction codes consistent with RSU vesting and tax withholding, shows dates and prices where applicable, and includes signature. No derivative exercises for cash proceeds are shown. From a compliance standpoint, the report provides the necessary details to inform investors about an insider's holdings and recent changes.

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^*

McQuigg Michael Scott

(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)
	Senior Vice President

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	28,800	D
Common Stock Holding	09/29/2025		F		212(2)	D	$29.08	28,588	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/ Michael Scott McQuigg	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider activity did HealthStream (HSTM) report for Michael Scott McQuigg on 09/29/2025?

The filing shows 869 shares issued on RSU vesting and 212 shares withheld to satisfy tax obligations on 09/29/2025.

How many HealthStream shares does McQuigg beneficially own after the reported transactions?

After the transactions and tax withholding, McQuigg beneficially owns 28,588 common shares (direct).

What were the prices or values reported in the Form 4?

The tax-withheld shares were reported disposed at a price of $29.08; vested RSUs were reported with a $0 exercise/issue price because they represent compensation.

What RSU balances and vesting terms are disclosed in the filing?

The filing shows two RSU pools: 562 RSUs (post-transaction beneficial ownership 1,828) and 307 RSUs (post-transaction beneficial ownership 1,741), each converting one-for-one to shares with multi-year vesting schedules described in the explanations.

Was this Form 4 filed individually or jointly?

The form was filed by one reporting person (individual filing).