HealthStream (HSTM) EVP gains shares as 1,382 withheld for taxes

Rhea-AI Filing Summary

HealthStream Executive Vice President Trisha L. Coady exercised restricted share units that vested into 5,672 shares of common stock on March 30, 2026. These awards vested at no exercise price as part of multi-year RSU compensation grants.

To cover tax obligations on the vesting, 1,382 shares of common stock were withheld at $21.25 per share. After these routine compensation and tax-withholding transactions, Coady directly holds 39,495 shares of HealthStream common stock. The underlying RSUs follow four-year vesting schedules tied to continued service and, for some awards, achievement of performance criteria set by the Compensation Committee.

Insider Trade Summary

5,672 shares exercised/converted

Mixed 7 txns

Insider Coady Trisha L

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	356	$0.00	--
Exercise	Restricted Share Units	448	$0.00	--
Exercise	Restricted Share Units	686	$0.00	--
Exercise	Restricted Share Units	1,722	$0.00	--
Exercise	Restricted Share Units	2,460	$0.00	--
Exercise	Common Stock Holding	5,672	$0.00	--
Tax Withholding	Common Stock Holding	1,382	$21.25	$29K

Holdings After Transaction: Restricted Share Units — 2,020 shares (Direct); Common Stock Holding — 40,877 shares (Direct)

Footnotes (1)

1. Shares acquired on vesting of restricted share units. Shares withheld for payment of tax liability. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit. 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. Not applicable. 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. 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. 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. 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.

Key Figures

RSU shares vested: 5,672 shares Shares withheld for taxes: 1,382 shares Tax-withholding price: $21.25 per share +2 more

5 metrics

RSU shares vested 5,672 shares Common stock received from RSU vesting on March 30, 2026

Shares withheld for taxes 1,382 shares Tax-withholding disposition at vesting

Tax-withholding price $21.25 per share Value used for 1,382 withheld shares

Shares owned after transactions 39,495 shares Direct common stock holdings after March 30, 2026

Four-year vesting split 15% / 20% / 30% / 35% Typical RSU annual vesting percentages

Key Terms

Restricted Share Units, tax-withholding disposition, vesting schedule, performance criteria, +1 more

5 terms

Restricted Share Units financial

"security_title": "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

"transaction_action": "tax-withholding disposition""

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 ... and the achievement of certain performance criteria."

Compensation Committee financial

"The performance criteria will be established on an annual basis by the Compensation Committee of the Board of Directors."

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Form 4 Insider Transactions: What Each Field Means →

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^*

Coady Trisha L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive 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)

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 Holding	03/30/2026		M		5,672(1)	A	$0	40,877	D
Common Stock Holding	03/30/2026		F		1,382(2)	D	$21.25	39,495	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)	03/30/2026		M			356	(4)	(5)	Common Stock	356	$0	2,020	D
Restricted Share Units	$0(3)	03/30/2026		M			448	(6)	(5)	Common Stock	448	$0	1,456	D
Restricted Share Units	$0(3)	03/30/2026		M			686	(7)	(5)	Common Stock	686	$0	800	D
Restricted Share Units	$0(3)	03/30/2026		M			1,722	(8)	(5)	Common Stock	1,722	$0	0	D
Restricted Share Units	$0(3)	03/30/2026		M			2,460	(9)	(5)	Common Stock	2,460	$0	3,076	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 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/ Trisha L. Coady	03/31/2026
	** 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)

FAQ

What did HealthStream (HSTM) EVP Trisha Coady report in this Form 4?

Trisha L. Coady reported vesting and exercise of restricted share units into 5,672 shares of HealthStream common stock. The filing also shows a related tax-withholding share disposition and her updated direct ownership position after these routine compensation transactions.

How many HealthStream shares did Trisha Coady receive from RSU vesting?

Coady received 5,672 shares of HealthStream common stock upon vesting and exercise of restricted share units at a zero exercise price. Each RSU represented the contingent right to receive one share of common stock upon vesting under the company’s equity incentive arrangements.

How many HealthStream shares were withheld for Trisha Coady’s taxes and at what price?

To satisfy tax liabilities related to RSU vesting, 1,382 shares of HealthStream common stock were withheld. These shares were valued at $21.25 per share for the tax-withholding transaction, as reflected by the F‑code entry in the non-derivative section of the Form 4.

What is Trisha Coady’s HealthStream share ownership after these transactions?

Following the RSU vesting and tax-withholding disposition, Coady directly owns 39,495 shares of HealthStream common stock. This total reflects the net result of the 5,672 shares acquired from RSUs and the 1,382 shares withheld to cover associated tax obligations.

How do HealthStream’s RSU vesting schedules work for Trisha Coady?

Coady’s restricted share units generally vest over four years, contingent on continued service. Typical schedules vest 15% in year one, 20% in year two, 30% in year three, and 35% in year four. Certain RSUs also depend on annual performance criteria determined by the Compensation Committee.

Were performance goals involved in any of Trisha Coady’s HealthStream RSUs?

Yes. One RSU award vests based on both continued service and specific annual performance criteria set by the Compensation Committee. The filing notes that performance criteria for the January 1, 2025 through December 31, 2025 period were achieved, enabling a 20% tranche to vest on March 23, 2026.