[Form 4] HEALTHSTREAM INC Insider Trading Activity

Rhea-AI Filing Summary

Robert A. Frist Jr., director, CEO and 10% owner of HealthStream, reported insider transactions on 09/29/2025. He had 1,087 shares of common stock issued on vesting of restricted share units (RSUs) at no cash cost and 265 shares were withheld to satisfy tax withholding at an effective price of $29.08 per share. After these transactions his reported beneficial ownership is shown as 4,750,589 shares (prior to the withholding reduction of 4,750,324 in one line). He also reports ownership of derivative RSUs totaling amounts that convert to 703 and 384 shares, and indirect holdings through multiple family trusts including a reported 595,000 shares held in a GST-exempt trust.

Positive

• 1,087 shares were issued on RSU vesting, increasing the reporting person's directly held common stock
• Reporting person retains substantial ownership (~4.75 million shares), including significant indirect trust holdings (595,000 in one trust)

Negative

• A portion of shares (265) were withheld to satisfy tax obligations, reducing the direct share count
• Transactions are routine compensation-related events and do not provide new liquidity or material change in ownership structure

Insights

Financial Analyst

TL;DR: Routine executive equity vesting with a small tax-related share withholding; no new cash purchases or disposals beyond withholding.

The filing documents standard vesting of restricted share units producing 1,087 shares and a contemporaneous withholding of 265 shares to cover tax obligations at $29.08 per share. Reported beneficial ownership remains substantial at roughly 4.75 million shares. These items are common compensation mechanics and do not indicate a change in corporate control or a market-moving disposition.

Corporate Governance Expert

TL;DR: Governance signals are neutral: executive is receiving compensation in company equity and retains material family trust holdings.

The report clarifies that RSUs follow multi-year vesting schedules and that the reporting person holds significant indirect positions through several trusts (including a 595,000-share trust). This underscores long-term alignment with shareholders but is procedural in nature and does not reflect an opportunistic sale or governance change.

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).

1. Name and Address of Reporting Person^*

FRIST ROBERT A JR

(Last) (First) (Middle)

500 11TH AVENUE NORTH

SUITE 1000

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/29/2025		M		1,087(1)	A	$0	4,750,589	D
Common Stock Holding	09/29/2025		F		265(2)	D	$29.08	4,750,324	D
Common Stock Holding								10,000	I	The Carolyn Marie Frist 2005 Vested Trust
Common Stock Holding								10,000	I	The Cate Merriman Frist 2005 Vested Trust
Common Stock Holding								10,000	I	The Eleanor Knox Frist 2005 Vested Trust
Common Stock Holding								0	I	By grantor retained annuity trust (1)
Common Stock Holding								18,335	I	Louise Trust u/a/d 08-16-2007
Common Stock Holding								18,334	I	Merriman Trust u/a/d 08-16-2007
Common Stock Holding								18,334	I	Marie Trust u/a/d 08-16-2007
Common Stock Holding								18,334	I	Knox Trust u/a/d 08-16-2007
Common Stock Holding								595,000	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)	09/29/2025		M			703	(4)	(5)	Common Stock	703	$0	2,285	D
Restricted Share Units	$0(3)	09/29/2025		M			384	(6)	(5)	Common Stock	384	$0	2,176	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 September 20, 2024, 20% vest on September 20, 2025, 30% vest on September 20, 2026, and the remaining 35% vest on September 20, 2027.

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 September 18, 2025, 20% vest on September 18, 2026, 30% vest on September 18, 2027, and the remaining 35% vest on September 18, 2028.

	/s/ Robert A. Frist Jr	09/29/2025
	** 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.

FAQ

What insider transactions did Robert A. Frist Jr. report for HSTM on 09/29/2025?

He reported 1,087 shares issued on RSU vesting and 265 shares withheld to cover taxes at $29.08 per share.

How many shares does Robert A. Frist Jr. beneficially own after the reported transactions?

The filing shows reported beneficial ownership of approximately 4,750,589 shares (with a related line showing 4,750,324 after withholding).

Were these transactions cash purchases or equity compensation vesting?

These were equity compensation vesting events: RSUs vested resulting in share issuance (1,087 shares) and tax-withholding disposal (265 shares).

Do the RSUs have continued vesting schedules disclosed in the filing?

Yes. The filing describes multi-year RSU vesting schedules (e.g., 15%/20%/30%/35% on specified anniversary dates).

Does the filing show indirect holdings through trusts?

Yes. Multiple indirect holdings are reported, including trusts named for family members and a 595,000-share GST-exempt trust.