HealthStream CEO acquires 1,119 shares on vesting

Indirect common-stock holdings through named trusts are listed separately from the direct vesting and tax-withholding transactions.

Available on EDGAR 10/29/2026 - 08:06 PM EDT Accepted by SEC EDGAR 10/29/2026 - 08:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

HealthStream, Inc. (HSTM) CEO and Chairman Robert A. Frist Jr., also a director and 10% owner, acquired 1,119 common shares as 1,119 restricted share units vested on October 29, 2026. On that date, 273 common shares were withheld for payment of tax liability, reported at $34.18 per share; the restricted share unit position was 0 shares following the transaction.

His listed indirect common-stock holdings include 10,000 shares each in the Carolyn Marie Frist 2005 Vested Trust, the Cate Merriman Frist 2005 Vested Trust and the Eleanor Knox Frist 2005 Vested Trust; 18,335 in the Louise Trust u/a/d 08-16-2007; 18,334 each in the Merriman Trust, Marie Trust and Knox Trust u/a/d 08-16-2007; and 995,000 in the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust.

Insider Trade Summary

1,119 shares exercised/converted

Exercise 3 txns

Insider FRIST ROBERT A JR

Role CEO and Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units F3, F4, F5	1,119	$0.00	$0.00
Exercise	Common Stock F1	1,119	$0.00	$0.00
Tax Withholding	Common Stock F2	273	$34.18	$9K
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Common Stock — 3,909,362 shares (Direct); Common Stock — 10,000 shares (Indirect, The Carolyn Marie Frist 2005 Vested Trust); Common Stock — 10,000 shares (Indirect, The Cate Merriman Frist 2005 Vested Trust); Common Stock — 10,000 shares (Indirect, The Eleanor Knox Frist 2005 Vested Trust); Common Stock — 18,335 shares (Indirect, Louise Trust u/a/d 08-16-2007); Common Stock — 18,334 shares (Indirect, Merriman Trust u/a/d 08-16-2007); Common Stock — 18,334 shares (Indirect, Marie Trust u/a/d 08-16-2007); Common Stock — 18,334 shares (Indirect, Knox Trust u/a/d 08-16-2007); Common Stock — 995,000 shares (Indirect, Bobby and Melissa Frist Children's 2012 GST-Exempt Trust)

Footnotes (5)

1. F1. Shares acquired on vesting of restricted share units.
2. F2. Shares withheld for payment of tax liability.
3. F3. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
4. F4. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on October 27, 2023, 20% vest on October 27, 2024, 30% vest on October 27, 2025, and the remaining 35% vest on October 27, 2026.
5. F5. Not applicable.

Key Figures

Restricted share units vested: 1,119 units Common shares acquired: 1,119 shares Shares withheld for tax liability: 273 shares +5 more

8 metrics

Restricted share units vested 1,119 units October 29, 2026

Common shares acquired 1,119 shares Upon vesting on October 29, 2026

Shares withheld for tax liability 273 shares October 29, 2026

Tax-withholding price $34.18 per share 273 shares withheld on October 29, 2026

Restricted share units following transaction 0 shares October 29, 2026

Bobby and Melissa Frist Children's 2012 GST-Exempt Trust indirect holding 995,000 shares Reported holding on October 29, 2026

Louise Trust u/a/d 08-16-2007 indirect holding 18,335 shares Reported holding on October 29, 2026

Carolyn Marie Frist 2005 Vested Trust indirect holding 10,000 shares Reported holding on October 29, 2026

Key Terms

restricted share units, vesting schedule, contingent right, tax liability

4 terms

restricted share units financial

"Shares acquired on vesting of 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.

vesting schedule financial

"The RSUs are subject to a four year vesting schedule"

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.

contingent right financial

"represents the contingent right to receive one share"

tax liability financial

"Shares withheld for payment of tax liability."

FAQ

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

How many HSTM shares did Robert A. Frist Jr. receive, and how many were withheld?

On October 29, 2026, 1,119 restricted share units vested, with 1,119 common shares acquired. Also that day, 273 common shares were withheld for payment of tax liability at $34.18 per share.

What was Robert A. Frist Jr.'s HSTM restricted share unit vesting schedule?

The restricted share units followed a four-year vesting schedule contingent upon continued service at vesting: 15% on October 27, 2023, 20% on October 27, 2024, 30% on October 27, 2025, and the remaining 35% on October 27, 2026.

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

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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^*

FRIST ROBERT A JR

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2026

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	10/29/2026		M		1,119(1)	A	$0	3,909,635	D
Common Stock	10/29/2026		F		273(2)	D	$34.18	3,909,362	D
Common Stock								10,000	I	The Carolyn Marie Frist 2005 Vested Trust
Common Stock								10,000	I	The Cate Merriman Frist 2005 Vested Trust
Common Stock								10,000	I	The Eleanor Knox Frist 2005 Vested Trust
Common Stock								18,335	I	Louise Trust u/a/d 08-16-2007
Common Stock								18,334	I	Merriman Trust u/a/d 08-16-2007
Common Stock								18,334	I	Marie Trust u/a/d 08-16-2007
Common Stock								18,334	I	Knox Trust u/a/d 08-16-2007
Common Stock								995,000	I	Bobby and Melissa Frist Children's 2012 GST-Exempt Trust

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)	10/29/2026		M			1,119	(4)	(5)	Common Stock	1,119	$0	0	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 October 27, 2023, 20% vest on October 27, 2024, 30% vest on October 27, 2025, and the remaining 35% vest on October 27, 2026.

5. Not applicable.

	/s/ Robert A. Frist Jr.	10/29/2026
	** 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)