HealthStream awards three RSU grants to EVP O'Hara

HealthStream EVP Kevin P. O'Hara received multiple time- and performance-based RSU grants and now directly holds 20,982 common shares.

Rhea-AI Filing Summary

HEALTHSTREAM INC (symbol: HSTM) is the issuer of record for a Form 4 filing submitted to the SEC. O'Hara Kevin P reported acquisition or exercise transactions in this Form 4 filing.

HEALTHSTREAM INC (HSTM) reported that Executive Vice President Kevin P. O'Hara received three awards of restricted share units on September 18, 2026: 2,566 RSUs with a four-year 15%/20%/30%/35% vesting schedule, 15,395 RSUs vesting in four equal annual installments starting September 18, 2027, and 5,132 performance-based RSUs eligible to vest in up to 25% tranches tied to annual performance periods from 2027 through 2030. Each RSU represents the contingent right to receive one share of common stock upon vesting, and O'Hara holds 20,982 shares of common stock directly after these grants. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 23,093 shares

Grant/Award 4 txns

Insider O'Hara Kevin P

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units F1, F2, F3	2,566	$0.00	$0.00
Grant/Award	Restricted Share Units F1, F4, F3	15,395	$0.00	$0.00
Grant/Award	Restricted Share Units F1, F5, F3	5,132	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Share Units — 23,093 contracts (Direct); Common Stock — 20,982 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

Time-based RSUs grant 1: 2,566 RSUs Time-based RSUs grant 2: 15,395 RSUs Performance-based RSUs: 5,132 RSUs +3 more

6 metrics

Time-based RSUs grant 1 2,566 RSUs Granted September 18, 2026; 15%/20%/30%/35% vesting from 2027–2030

Time-based RSUs grant 2 15,395 RSUs Granted September 18, 2026; vest annually in four equal installments from September 18, 2027

Performance-based RSUs 5,132 RSUs Granted September 18, 2026; up to 25% may vest on each of February 23, 2028–2031

Common stock holdings 20,982 shares Direct common stock held by Kevin P. O'Hara after transactions on September 18, 2026

First vesting date for grant 1 September 18, 2027 15% of the 2,566 RSUs scheduled to vest, subject to continued service

First performance vesting date February 23, 2028 Up to 25% of the 5,132 performance RSUs may vest for 2027 performance period

Key Terms

Restricted Share Units, vesting schedule, performance criteria, Compensation Committee

4 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 at the time of vesting and the achievement of certain performance criteria."

Compensation Committee regulatory

"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

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

What equity awards did HealthStream (HSTM) grant to EVP Kevin P. O'Hara?

Kevin P. O'Hara received 2,566 time-based RSUs, 15,395 time-based RSUs, and 5,132 performance-based RSUs on September 18, 2026. Each RSU represents the contingent right to receive one share of HealthStream common stock upon vesting.

How do the 2,566 RSUs granted by HSTM to Kevin P. O'Hara vest?

The 2,566 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 15,395 RSUs granted by HSTM?

The 15,395 RSUs vest over four years in four equal annual installments, beginning on September 18, 2027. Vesting is contingent upon Kevin P. O'Hara’s continued service at each vesting date.

How do the 5,132 performance-based RSUs at HealthStream (HSTM) vest?

The 5,132 performance-based RSUs may vest in up to 25% tranches on February 23, 2028, 2029, 2030, and 2031, based on performance periods from 2027 through 2030. Vesting depends on both continued service and performance criteria set annually.

How many HealthStream (HSTM) common shares does Kevin P. O'Hara hold after these grants?

After these RSU grants, Kevin P. O'Hara directly holds 20,982 shares of HealthStream common stock. This share figure reflects his direct common stock ownership position reported as of September 18, 2026.

Were Kevin P. O'Hara’s HSTM RSU grants made under a Rule 10b5-1 plan?

No. The filing indicates the Rule 10b5-1 checkbox is not marked as affirming a plan, and no Rule 10b5-1 trading plan is reported for these RSU grants.

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

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Available on EDGAR 09/22/2026 - 04:18 PM Accepted by SEC EDGAR 09/22/2026 - 04:16 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^*

O'Hara Kevin P

(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)
	Executive 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								20,982	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		2,566		(2)	(3)	Common Stock	2,566	$0	2,566	D
Restricted Share Units	(1)	09/18/2026		A		15,395		(4)	(3)	Common Stock	15,395	$0	15,395	D
Restricted Share Units	(1)	09/18/2026		A		5,132		(5)	(3)	Common Stock	5,132	$0	5,132	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/ Kevin P. O'Hara	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)