HealthStream CFO reports RSU vesting and tax shares

HEALTHSTREAM INC CFO and SVP Scott Alexander Roberts reported routine equity compensation activity involving restricted share units (RSUs).

Rhea-AI Filing Summary

HEALTHSTREAM INC CFO and SVP Scott Alexander Roberts reported routine equity compensation activity involving restricted share units (RSUs). On March 30, 2026, multiple RSU awards were exercised into a total of 5,601 shares of common stock at a conversion price of $0.00 per share, reflecting vesting of prior grants.

The filing shows 1,364 common shares were disposed of at $21.25 per share to cover tax liabilities tied to these vestings, with no open‑market sales. After these transactions, Roberts directly owned 36,800 shares of common stock. Footnotes explain that each RSU converts into one share and that the awards vest over multi‑year schedules, some contingent on performance criteria.

Insider Trade Summary

5,601 shares exercised/converted

Exercise 7 txns

Insider Roberts Scott Alexander

Role CFO and SVP

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 — 36,800 shares (Direct)

Footnotes (9)

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 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. F5. Not applicable.
6. 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.
7. 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.
8. 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.
9. 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

RSU shares converted: 5,601 shares Tax-withholding shares: 1,364 shares Tax-withholding price: $21.25 per share +3 more

6 metrics

RSU shares converted 5,601 shares Shares acquired on vesting of restricted share units on March 30, 2026

Tax-withholding shares 1,364 shares Shares withheld for tax liability at $21.25 per share

Tax-withholding price $21.25 per share Price used for shares delivered to satisfy tax obligations

Shares owned after 36,800 shares Direct common stock ownership after March 30, 2026 transactions

Exercise transactions 5 transactions Derivative exercises/conversions of RSUs reported in the summary

Exercised RSU total 5,601 shares ExerciseShares figure in transaction summary for RSUs

Key Terms

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

5 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.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

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.

FAQ

What did HEALTHSTREAM (HSTM) CFO Scott Alexander Roberts report in this Form 4?

He reported routine equity compensation activity. Several restricted share unit (RSU) awards vested and converted into 5,601 shares of common stock, and a portion of those shares was withheld to satisfy tax obligations, with no open‑market buying or selling disclosed.

How many HEALTHSTREAM (HSTM) shares did the CFO receive from RSU vesting?

He received 5,601 shares of common stock upon the exercise and conversion of restricted share units. Each RSU represents the right to receive one common share upon vesting, as described in the footnotes detailing the structure of these equity awards.

How many HEALTHSTREAM (HSTM) shares were withheld for taxes in this filing?

A total of 1,364 common shares were withheld at a price of $21.25 per share to cover tax liabilities. The disposition is coded as a tax‑withholding transaction, not an open‑market sale, and relates directly to the RSU vesting event.

What is the CFO’s HEALTHSTREAM (HSTM) share ownership after these transactions?

Following the RSU vesting and related tax‑withholding disposition, Scott Alexander Roberts directly owned 36,800 shares of HEALTHSTREAM common stock. This post‑transaction balance reflects his updated equity stake as reported in the Form 4’s ownership fields.

How do the HEALTHSTREAM (HSTM) RSUs for the CFO vest over time?

The RSUs follow multi‑year vesting schedules, typically over four years with portions such as 15%, 20%, 30%, and 35% vesting on specific March dates. Some awards also depend on performance criteria set annually by the Compensation Committee and vest only if those targets are achieved.

Were any performance-based RSUs involved in this HEALTHSTREAM (HSTM) Form 4?

Yes. One footnote explains a performance‑based RSU grant that vests in tranches linked to performance periods through December 31, 2026. It notes that performance criteria for the January 1, 2025 to December 31, 2025 period were achieved, triggering a 20% vest on March 23, 2026.

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Accepted by SEC EDGAR 03/30/2026 - 09:27 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
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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^*

Roberts Scott Alexander

(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)
	CFO and SVP

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		5,601(1)	A	$0	38,164	D
Common Stock Holding	03/30/2026		F		1,364(2)	D	$21.25	36,800	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			285	(4)	(5)	Common Stock	285	$0	1,616	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			2,460	(8)	(5)	Common Stock	2,460	$0	3,076	D
Restricted Share Units	$0(3)	03/30/2026		M			1,722	(9)	(5)	Common Stock	1,722	$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 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. 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.

9. 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.

	/s/ Scott Alexander Roberts	03/30/2026
	** 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)