HealthStream CTO gains shares via RSU vesting
HealthStream Inc. Chief Technology Officer Jeff Cunningham received common shares through the vesting and conversion of restricted share units (RSUs).
Rhea-AI Filing Summary
HealthStream Inc. Chief Technology Officer Jeff Cunningham received common shares through the vesting and conversion of restricted share units (RSUs). He acquired 5,601 shares of common stock at a conversion price of $0.00 per share, reflecting compensation rather than an open‑market purchase.
To cover tax obligations on the RSU vesting, 1,364 shares were withheld at $21.25 per share as a tax-withholding disposition, not a market sale. After these transactions, Cunningham directly holds 37,513 common shares. Footnotes explain that each RSU converts into one share and that the awards vest over multi‑year schedules, in some cases contingent on performance goals set by the Compensation Committee.
Positive
- None.
Negative
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Insider Trade Summary
5,601 shares exercised/converted
Exercise
7 txns
Insider
Cunningham Jeff
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Share Units | 285 | $0.00 | $0.00 |
| Exercise | Restricted Share Units | 448 | $0.00 | $0.00 |
| Exercise | Restricted Share Units | 686 | $0.00 | $0.00 |
| Exercise | Restricted Share Units | 2,460 | $0.00 | $0.00 |
| Exercise | Restricted Share Units | 1,722 | $0.00 | $0.00 |
| Exercise | Common Stock Holding | 5,601 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock Holding | 1,364 | $21.25 | $29K |
Holdings After Transaction:
Restricted Share Units — 6,948 contracts (Direct);
Common Stock Holding — 37,513 shares (Direct)
Footnotes (9)
- F1. Shares acquired on vesting of restricted share units.
- F2. Shares withheld for payment of tax liability.
- F3. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
- F4. 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.
- F5. Not applicable.
- F6. 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.
- F7. 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.
- F8. 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.
- F9. 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.
Key Figures
Shares acquired from RSU vesting: 5,601 shares
Shares withheld for taxes: 1,364 shares
Tax withholding price: $21.25 per share
+3 more
6 metrics
Shares acquired from RSU vesting
5,601 shares
Common stock received via RSU conversion
Shares withheld for taxes
1,364 shares
Tax-withholding disposition at $21.25 per share
Tax withholding price
$21.25 per share
Value used for 1,364 shares withheld
Post-transaction holdings
37,513 shares
Common stock directly held after Form 4 transactions
RSU vesting tranche 1
15%
Typical first-year vesting portion in four-year schedules
RSU vesting tranche 4
35%
Final-year vesting portion in four-year schedules
Key Terms
Restricted Share Units, RSUs, tax-withholding disposition, vesting schedule, +1 more
5 terms
RSUs financial
"Each restricted share unit (RSU) represents the contingent right to receive one share"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
tax-withholding disposition financial
"Shares withheld for payment of tax liability."
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."
FAQ
What did HealthStream (HSTM) CTO Jeff Cunningham report in this Form 4?
Jeff Cunningham reported RSU-based equity compensation. He acquired 5,601 HealthStream common shares through restricted share unit vesting and conversion, with no open‑market purchases, and had a portion of shares withheld to satisfy related tax obligations.
What is the relationship between HealthStream RSUs and common stock for the CTO awards?
Each restricted share unit reported for Jeff Cunningham represents a contingent right to receive one share of HealthStream common stock upon vesting. When vesting conditions are met, the RSUs convert into common shares according to the schedules described in the footnotes.
How do HealthStream (HSTM) RSU vesting schedules work for the CTO’s grants?
Several RSU grants vest over four years, typically at 15%, 20%, 30%, and 35% on specified March dates, contingent on continued service. One grant also requires annual performance criteria, with vesting tranches tied to specific calendar-year performance periods determined by the Compensation Committee.
Were any of the HealthStream (HSTM) CTO RSUs tied to performance goals?
Yes. One RSU award vests based on both continued service and achievement of annual performance criteria set by the Compensation Committee. Footnotes note that performance criteria for the January 1, 2025 to December 31, 2025 period were achieved, allowing a 20% tranche to vest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
