[Form 4] HEALTHSTREAM INC Insider Trading Activity

Rhea-AI Filing Summary

Michael M. Collier, Executive Vice President of HealthStream, reported insider transactions dated 09/29/2025. On that date 1,087 shares of common stock were acquired upon vesting of restricted share units (RSUs) and 265 shares were disposed (withheld) to satisfy tax withholding at a price of $29.08 per share. After these transactions the filing shows beneficial ownership of 50,569 shares (post-acquisition) and 50,304 shares (after withholding). The filing also reports RSU holdings that convert to common stock on scheduled vesting: 703 RSUs (subject to a four-year schedule with specified vesting dates) and 384 RSUs under a separate four-year schedule, with total reported post-transaction RSU-derived share counts of 2,285 and 2,176 respectively. The form is a routine Section 16 filing documenting executive compensation vesting and associated tax withholding.

Positive

• Vesting occurred as scheduled, converting RSUs to common stock and increasing the executive's ownership, which aligns management and shareholder interests.
• Transparent reporting of post-transaction beneficial ownership and tax-withheld shares provides clear disclosure of insider holdings.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive RSU vesting and tax-withholding disclosure; no unusual insider trading indicated.

The filing documents scheduled vesting events for an executive officer, converting RSUs into common stock and showing shares withheld to cover tax obligations. These transactions are typical for equity-based compensation and align the executive's interests with shareholders by increasing stock ownership. The reporting is complete with post-transaction beneficial ownership figures, supporting transparency in insider holdings.

Compensation Analyst

TL;DR: Standard compensation settlement: RSUs vested, shares issued, and taxes withheld per plan terms.

The detail that 1,087 shares vested and 265 shares were withheld at $29.08 clarifies net share delivery from RSU settlement. The filing cites two distinct four-year vesting schedules with specific vesting percentages and dates, indicating structured long-term retention incentives. No accelerated vesting, option exercises, or cash purchases are reported, which supports this being a routine compensation event.

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).

1. Name and Address of Reporting Person^*

Collier Michael Manning

(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)
	Executive 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		1,087(1)	A	$0	50,569	D
Common Stock Holding	09/29/2025		F		265(2)	D	$29.08	50,304	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			703	(4)	(5)	Common Stock	703	$0	2,285	D
Restricted Share Units	$0(3)	09/29/2025		M			384	(6)	(5)	Common Stock	384	$0	2,176	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 M. Collier	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 transactions did Michael M. Collier report on Form 4 for HSTM?

On 09/29/2025 Mr. Collier reported 1,087 shares acquired upon RSU vesting and 265 shares withheld for taxes at $29.08 per share.

How many shares does Michael M. Collier beneficially own after the reported transactions?

The filing shows beneficial ownership of 50,569 shares following the acquisition entry and 50,304 shares following the withholding entry.

What RSU vesting schedules are disclosed in the Form 4?

Two four-year RSU schedules are disclosed: one with 15% vesting in 2024, 20% in 2025, 30% in 2026, 35% in 2027; another with 15% vesting in 2025, 20% in 2026, 30% in 2027, 35% in 2028.

Were any option exercises or derivative transactions reported?

No option exercises were reported; the Form 4 records settlement of RSUs (derivative-like awards converting to common stock) and tax withholding only.

Does the Form 4 indicate any unusual or non-routine insider activity for HSTM?

No. The Form 4 reflects routine compensation vesting and tax withholding under the company’s equity plan.