HealthStream (HSTM) director receives stock and RSU compensation awards

Rhea-AI Filing Summary

GORDON FRANK reported acquisition or exercise transactions in this Form 4 filing.

HealthStream director Frank Gordon reported new equity compensation awards rather than open-market trades. On May 28, 2026, he received 1,482 shares of common stock at $24.63 per share, which he elected to take in stock instead of cash for his Board service. Following this award, his direct common stock holdings total 212,404 shares.

He was also granted 3,654 restricted share units (RSUs), each representing the right to receive one share of common stock upon vesting. These RSUs vest over a three-year schedule, in three equal annual installments beginning on May 28, 2027, contingent on continued service. The filing also lists several indirect ownership accounts, including family trusts, custodial accounts for minor children, and entities such as The Joel Company and Crofton Capital.

Insights

Equity compensation analyst

Routine director equity grants, largely compensation in stock and RSUs.

This Form 4 shows Frank Gordon, a director of HealthStream, receiving equity as part of his Board compensation. He took 1,482 common shares at $24.63 instead of cash fees, and was granted 3,654 RSUs tied to future service.

The RSUs vest over three years in equal installments starting on May 28, 2027, which aligns his compensation with longer-term service and share performance. No open-market buying or selling is reported; the other entries document indirect holdings through family and related entities.

Because these are standard compensation awards with no net share sales, the informational signal for shareholders is limited. Future proxy materials or filings may further detail overall director compensation levels and any changes in grant practices.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider GORDON FRANK

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	3,654	$0.00	--
Grant/Award	Common Stock Holding	1,482	$24.63	$37K
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--

Holdings After Transaction: Restricted Share Units — 3,654 shares (Direct, null); Common Stock Holding — 212,404 shares (Direct, null); Common Stock Holding — 100,418 shares (Indirect, Held by Crofton Capital)

Footnotes (1)

1. Shares represent stock the reporting person elected to receive in lieu of cash payable for service on the Company's Board of Directors. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit. The RSU's are subject to a three year vesting schedule, contingent upon continued service at the time of vesting. The RSU's vest annually beginning May 28, 2027 in three equal installments. Not applicable.

Key Figures

Common stock award: 1,482 shares at $24.63 Direct holdings after award: 212,404 shares RSU grant size: 3,654 RSUs +4 more

7 metrics

Common stock award 1,482 shares at $24.63 Stock taken in lieu of cash fees on May 28, 2026

Direct holdings after award 212,404 shares Common stock directly held following the grant

RSU grant size 3,654 RSUs Each RSU equals one share of common stock upon vesting

RSU vesting schedule 3 equal installments Annually beginning May 28, 2027, over three years

Family trust holding 2,000 shares Frank E. Gordon 2003 Family Trust indirect common stock

Crofton Capital holding 100,418 shares Indirect common stock held by Crofton Capital

The Joel Company holding 11,386 shares Indirect common stock held by The Joel Company

Key Terms

Restricted Share Units, vesting schedule, contingent right, indirect ownership, +1 more

5 terms

Restricted Share Units financial

"security_title: "Restricted Share Units" with 3,654.0000 units granted"

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 RSU's are subject to a three 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.

contingent right financial

"Each restricted share unit (RSU) represents the contingent right to receive one share of common stock"

indirect ownership financial

"direct_or_indirect: "I" and nature_of_ownership for trusts and custodial accounts"

grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition" for code A"

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Form 4 Insider Transactions: What Each Field Means →

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^*

GORDON FRANK

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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	05/28/2026		A		1,482(1)	A	$24.63	212,404	D
Common Stock Holding								100,418	I	Held by Crofton Capital
Common Stock Holding								11,386	I	Held by The Joel Company
Common Stock Holding								2,500	I	Custodial account for minor child - Gavin B. Gordon
Common Stock Holding								2,500	I	Custodial account for minor child - Cameron L. Gordon
Common Stock Holding								2,000	I	Custodial account for minor child - Taylor K. Gordon
Common Stock Holding								2,000	I	Frank E. Gordon 2003 Family 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(2)	05/28/2026		A		3,654		(3)	(4)	Common Stock	3,654	$0	3,654	D

Explanation of Responses:

1. Shares represent stock the reporting person elected to receive in lieu of cash payable for service on the Company's Board of Directors.

2. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.

3. The RSU's are subject to a three year vesting schedule, contingent upon continued service at the time of vesting. The RSU's vest annually beginning May 28, 2027 in three equal installments.

4. Not applicable.

	/s/ Frank E. Gordon	06/01/2026
	** 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)

FAQ

What insider transactions did HealthStream (HSTM) director Frank Gordon report on May 28, 2026?

Frank Gordon reported receiving 1,482 shares of HealthStream common stock at $24.63 per share and 3,654 restricted share units as compensation for Board service, with no open-market purchases or sales disclosed in this Form 4.

How many HealthStream (HSTM) shares does Frank Gordon hold directly after this Form 4?

After the reported grant, Frank Gordon directly holds 212,404 shares of HealthStream common stock. This total reflects his position following the award of 1,482 shares received in lieu of cash fees for his service on the company’s Board of Directors.

What are the terms of Frank Gordon’s restricted share units in HealthStream (HSTM)?

Frank Gordon received 3,654 restricted share units, each representing the right to one share of HealthStream common stock. These RSUs vest over three years in three equal annual installments starting May 28, 2027, contingent upon his continued service at each vesting date.

Were Frank Gordon’s HealthStream (HSTM) awards open-market purchases?

The awards were not open-market purchases. The 1,482 shares of common stock were taken instead of cash fees for Board service, and the 3,654 RSUs are equity grants with a three-year vesting schedule, rather than trades executed in the public market.

Does the HealthStream (HSTM) Form 4 show any indirect holdings for Frank Gordon?

Yes. The filing lists indirect holdings through several accounts, including the Frank E. Gordon 2003 Family Trust, custodial accounts for three minor children, and entities such as The Joel Company and Crofton Capital, each holding specified amounts of HealthStream common stock.

How do Frank Gordon’s restricted share units convert into HealthStream (HSTM) stock?

Each restricted share unit represents a contingent right to receive one share of HealthStream common stock. Upon vesting on the scheduled dates, vested RSUs convert to common shares, expanding Gordon’s direct share ownership if he continues service through each vesting date.