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HealthStream (NASDAQ: HSTM) SVP vests 803 RSUs, 274 shares withheld

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HealthStream Inc Senior Vice President Jennifer Hayes LoPresto exercised restricted share units into common stock and had shares withheld for taxes. On the RSU vesting date, she acquired 803 shares of common stock at a conversion price of $0.00 per share through RSU exercises. To cover tax liabilities, 274 common shares were withheld at $21.25 per share in a tax-withholding disposition, which is not an open-market sale. After these transactions, LoPresto directly holds 6,585 shares of HealthStream common stock. The RSUs vest under multi-year schedules that require continued service.

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Insider LoPresto Jennifer Hayes
Role Senior Vice President
Type Security Shares Price Value
Exercise Restricted Share Units 71 $0.00 --
Exercise Restricted Share Units 112 $0.00 --
Exercise Restricted Share Units 171 $0.00 --
Exercise Restricted Share Units 449 $0.00 --
Exercise Common Stock Holding 803 $0.00 --
Tax Withholding Common Stock Holding 274 $21.25 $6K
Holdings After Transaction: Restricted Share Units — 404 shares (Direct); Common Stock Holding — 6,859 shares (Direct)
Footnotes (1)
  1. Shares acquired on vesting of restricted share units. Shares withheld for payment of tax liability. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit. 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. Not applicable. 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. 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. 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.
RSU shares vested 803 shares Common stock acquired via RSU exercises on March 30, 2026
Tax-withholding shares 274 shares Shares withheld to cover tax liability at $21.25 per share
Post-transaction holdings 6,585 shares Common stock directly owned after March 30, 2026 transactions
Tax-withholding price $21.25 per share Price applied to 274 shares withheld for taxes
RSU conversion price $0.00 per share Exercise or conversion price for RSUs into common stock
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
"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.
contingent right financial
"Each restricted share unit (RSU) represents the contingent right to receive one share of common stock"
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.
continued service financial
"contingent upon continued service at the time of vesting"
SEC Form 4
FORM 4UNITED 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*
LoPresto Jennifer Hayes

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock Holding03/30/2026M803(1)A$06,859D
Common Stock Holding03/30/2026F274(2)D$21.256,585D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units$0(3)03/30/2026M71 (4) (5)Common Stock71$0404D
Restricted Share Units$0(3)03/30/2026M112 (6) (5)Common Stock112$0364D
Restricted Share Units$0(3)03/30/2026M171 (7) (5)Common Stock171$0200D
Restricted Share Units$0(3)03/30/2026M449 (8) (5)Common Stock449$00D
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. 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/ Jennifer H. LoPresto03/30/2026
** Signature of Reporting PersonDate
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)

FAQ

What did HealthStream (HSTM) executive Jennifer Hayes LoPresto report in this Form 4?

Jennifer Hayes LoPresto reported RSU vesting that converted into 803 common shares, plus a related tax-withholding share disposition. These transactions reflect routine equity compensation events rather than open-market buying or selling of HealthStream stock.

How many HealthStream (HSTM) shares does Jennifer Hayes LoPresto hold after the transactions?

After the RSU vesting and tax withholding, Jennifer Hayes LoPresto directly holds 6,585 shares of HealthStream common stock. This figure reflects her post-transaction ownership as reported in the Form 4’s non-derivative holdings table.

How many HealthStream (HSTM) shares vested from restricted share units in this filing?

Restricted share unit vesting resulted in 803 shares of HealthStream common stock being acquired. Each RSU represents the contingent right to receive one share upon vesting, so 803 RSUs effectively converted into 803 common shares on the vesting date.

Why were 274 HealthStream (HSTM) shares disposed of in this Form 4?

The Form 4 shows 274 shares were disposed of at $21.25 per share as a tax-withholding transaction. These shares were withheld to satisfy tax liabilities triggered by the RSU vesting, not sold in an open-market trade.

How do the HealthStream (HSTM) restricted share units vest for Jennifer Hayes LoPresto?

The RSUs follow four-year vesting schedules that require continued service at vesting. The footnotes describe tranches vesting at 15%, 20%, 30%, and 35% on specific March dates in successive years, leading to gradual share delivery.
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