[Form 4] HEALTHSTREAM INC Insider Trading Activity

Rhea-AI Filing Summary

Scott Alexander Roberts, CFO and SVP of HealthStream, reported changes in his beneficial ownership on Form 4. The filing shows a disposition of 29,540 shares of common stock and the grant of 2,069 restricted share units (RSUs) on 09/24/2025. Each RSU converts to one share upon vesting under a four‑year schedule: 15% vest 09/24/2026, 20% vest 09/24/2027, 30% vest 09/24/2028 and 35% vest 09/24/2029. The RSUs have a $0 exercise price and are held directly.

Positive

• RSU grant disclosed with clear vesting schedule, providing transparency on executive compensation
• Filing identifies reporting person and role (CFO and SVP), satisfying Section 16 disclosure requirements

Negative

• Large disposition of 29,540 shares reported without disclosed reason or proceeds
• No context provided for the sale or whether it was part of a prearranged plan

Insights

Securities Analyst

TL;DR: Insider reported a large share disposition and a standard executive RSU grant with multi‑year vesting—routine compensation disclosure.

The Form 4 documents a reported disposition of 29,540 common shares and a contemporaneous grant of 2,069 RSUs to the company CFO/SVP. The RSUs are structured as time‑based compensation with a four‑year graded vesting schedule and a $0 settlement price, indicating restricted equity rather than an option. No exercise or conversion price risk is present for these RSUs. The filing does not disclose cash proceeds from the disposition, purchasers, or reasons for the sale.

Corporate Governance Expert

TL;DR: Disclosure aligns with typical executive compensation and Section 16 reporting; materiality appears limited based on disclosed items.

The report provides required Section 16 details: reporting person, relationship to issuer (CFO and SVP), transaction dates, and RSU vesting terms. The RSU vesting cadence (15%/20%/30%/35%) and direct ownership are clearly stated. The filing does not include qualitative rationale for the disposition or any related party transactions. From a governance perspective, documentation is complete for compliance purposes but lacks explanatory context.

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
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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^*

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)
09/24/2025

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								29,540	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	(1)	09/24/2025		A		2,069		(2)	(3)	Common Stock	2,069	$0	2,069	D

Explanation of Responses:

1. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.

2. 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.

3. Not applicable.

	/s/ Scott Alexander Roberts	09/26/2025
	** 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.
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.

FAQ

What did HealthStream (HSTM) insider Scott Alexander Roberts report on the Form 4?

The filing reports a disposition of 29,540 common shares and a grant of 2,069 restricted share units (RSUs) on 09/24/2025.

How do the 2,069 RSUs reported by the HSTM insider vest?

The RSUs vest over four years: 15% on 09/24/2026, 20% on 09/24/2027, 30% on 09/24/2028, and 35% on 09/24/2029.

What is the economic cost of the RSUs granted to the HSTM reporting person?

The RSUs have a reported $0 price, representing restricted equity that converts to one share per RSU upon vesting.

Does the Form 4 explain why 29,540 shares were sold?

No. The filing lists the disposition of 29,540 shares but does not provide a reason, proceeds, or indicate if it was part of a planned sale.

Who filed the Form 4 for HSTM and when was it signed?

The Form 4 was signed by Scott Alexander Roberts and dated 09/26/2025.