HealthStream grants three RSU awards to SVP

HealthStream’s Senior Vice President received multi-year RSU awards with both service-based and performance-based vesting conditions.

Rhea-AI Filing Summary

HEALTHSTREAM INC (symbol: HSTM) is the issuer of record for a Form 4 filing submitted to the SEC. McQuigg Michael Scott reported acquisition or exercise transactions in this Form 4 filing.

HEALTHSTREAM INC (HSTM) reported that Senior Vice President Michael Scott McQuigg received three grants of restricted share units on September 18, 2026: 2,053 RSUs, 12,316 RSUs, and 4,105 performance-based RSUs, each RSU representing one share of common stock upon vesting.

The awards vest over multiple years based on continued service and, for one grant, the achievement of annual performance criteria. Following these grants, he directly holds 35,191 shares of common stock.

Insider Trade Summary

Grant/Award: 18,474 shares

Grant/Award 4 txns

Insider McQuigg Michael Scott

Role Senior Vice President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units F1, F2, F3	2,053	$0.00	$0.00
Grant/Award	Restricted Share Units F1, F4, F3	12,316	$0.00	$0.00
Grant/Award	Restricted Share Units F1, F5, F3	4,105	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Share Units — 18,474 contracts (Direct); Common Stock — 35,191 shares (Direct)

Footnotes (5)

1. F1. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
2. F2. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on September 18, 2027, 20% vest on September 18, 2028, 30% vest on September 18, 2029, and the remaining 35% vest on September 18, 2030.
3. F3. Not applicable.
4. F4. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. The RSUs vest annually beginning September 18, 2027 in four equal installments.
5. F5. 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. Up to 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027; up to 25% vest on February 23, 2029 for the period January 1, 2028 through December 31, 2028; up to 25% vest on February 23, 2030 for the period January 1, 2029 through December 31, 2029; and up to 25% vest on February 23, 2031 for the period January 1, 2030 through December 31, 2030. Vesting will be determined based on actual performance. RSUs that do not vest during a performance period may become eligible for vesting during the next performance period.

Key Figures

Service-based RSUs grant 1: 2,053 RSUs Service-based RSUs grant 2: 12,316 RSUs Performance-based RSUs: 4,105 RSUs +3 more

6 metrics

Service-based RSUs grant 1 2,053 RSUs Granted September 18, 2026; vests 15% on 9/18/2027, 20% on 9/18/2028, 30% on 9/18/2029, 35% on 9/18/2030

Service-based RSUs grant 2 12,316 RSUs Granted September 18, 2026; vests in four equal annual installments beginning 9/18/2027

Performance-based RSUs 4,105 RSUs Granted September 18, 2026; up to 25% may vest in each of 2028, 2029, 2030, 2031 based on performance

Common stock holdings 35,191 shares Directly held by Michael Scott McQuigg after the reported transactions as of September 18, 2026

Performance period 1 January 1, 2027 – December 31, 2027 Up to 25% of performance-based RSUs may vest on February 23, 2028 for this period

Performance period 4 January 1, 2030 – December 31, 2030 Up to 25% of performance-based RSUs may vest on February 23, 2031 for this period

Key Terms

Restricted Share Units, vesting schedule, performance criteria, contingent right, +1 more

5 terms

Restricted Share Units financial

"Each restricted share unit (RSU) represents the contingent right to receive"

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.

vesting schedule financial

"The RSUs are subject to a four year vesting schedule, contingent upon"

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"

contingent right financial

"Each restricted share unit (RSU) represents the contingent right to receive one share"

continued service financial

"contingent upon continued service at the time of vesting"

FAQ

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

What equity awards did HSTM grant to Senior Vice President Michael Scott McQuigg?

He received three RSU grants on September 18, 2026: 2,053 RSUs, 12,316 RSUs, and 4,105 performance-based RSUs. Each restricted share unit represents the contingent right to receive one share of HealthStream common stock upon vesting.

How do the 2,053 HSTM RSUs granted to the Senior Vice President vest?

The 2,053 RSUs vest over four years, contingent on continued service: 15% on September 18, 2027, 20% on September 18, 2028, 30% on September 18, 2029, and the remaining 35% on September 18, 2030.

What is the vesting schedule for the 12,316 HSTM RSUs?

The 12,316 RSUs vest over four years, contingent on continued service, with vesting occurring in four equal annual installments beginning on September 18, 2027.

How do the 4,105 performance-based HSTM RSUs vest?

The 4,105 performance-based RSUs may vest in up to 25% increments on February 23, 2028, 2029, 2030, and 2031, tied to performance during calendar years 2027–2030. RSUs that do not vest for one period may become eligible in a later period.

How many HSTM common shares does the Senior Vice President hold after these grants?

After the reported transactions, Michael Scott McQuigg directly holds 35,191 shares of HealthStream common stock, as of September 18, 2026.

Were the HSTM RSU grants made under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not marked for these RSU awards, so no Rule 10b5-1 trading plan is reported in connection with these grants.

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

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Available on EDGAR 09/22/2026 - 04:14 PM Accepted by SEC EDGAR 09/22/2026 - 04:13 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^*

McQuigg Michael Scott

(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)
	Senior Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026

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								35,191	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)	09/18/2026		A		2,053		(2)	(3)	Common Stock	2,053	$0	2,053	D
Restricted Share Units	(1)	09/18/2026		A		12,316		(4)	(3)	Common Stock	12,316	$0	12,316	D
Restricted Share Units	(1)	09/18/2026		A		4,105		(5)	(3)	Common Stock	4,105	$0	4,105	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 18, 2027, 20% vest on September 18, 2028, 30% vest on September 18, 2029, and the remaining 35% vest on September 18, 2030.

3. Not applicable.

4. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. The RSUs vest annually beginning September 18, 2027 in four equal installments.

5. 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. Up to 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027; up to 25% vest on February 23, 2029 for the period January 1, 2028 through December 31, 2028; up to 25% vest on February 23, 2030 for the period January 1, 2029 through December 31, 2029; and up to 25% vest on February 23, 2031 for the period January 1, 2030 through December 31, 2030. Vesting will be determined based on actual performance. RSUs that do not vest during a performance period may become eligible for vesting during the next performance period.

	/s/ M. Scott McQuigg	09/22/2026
	** 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)