[Form 4] HEALTHSTREAM INC Insider Trading Activity

Rhea-AI Filing Summary

Kevin P. O'Hara, identified as an Executive Vice President and officer of HealthStream, filed a Form 4 reporting changes in his beneficial ownership of HSTM stock.

The filing shows a reported disposition of 17,137 shares of common stock (listed as "17,137 D" in the non-derivative section). It also reports the acquisition on 09/24/2025 of 2,586 restricted share units (RSUs) at $0 per unit. Each RSU converts to one share upon vesting and is held directly. The RSUs vest over four years contingent on continued service: 15% vests 09/24/2026, 20% vests 09/24/2027, 30% vests 09/24/2028, and 35% vests 09/24/2029.

Positive

• RSU grant of 2,586 units supports executive retention through a multi-year vesting schedule
• Clear vesting schedule defined: 15% (2026), 20% (2027), 30% (2028), 35% (2029)

Negative

• Reported disposal of 17,137 common shares is recorded without an accompanying price or explanation
• No price shown for the non-derivative disposal entry, limiting interpretability

Insights

Corporate Governance Expert

TL;DR: Routine officer compensation and a reported share disposal; appears non-material to corporate control.

The Form 4 documents a standard equity compensation grant in the form of 2,586 RSUs with a multi-year service-based vesting schedule, which is typical for executive retention. The reported disposal of 17,137 common shares is recorded but the filing does not disclose price or reason for the disposal. From a governance perspective, these entries are consistent with routine insider transactions and do not by themselves indicate a change in control or governance strategy.

Executive Compensation Analyst

TL;DR: The RSU award is a service-contingent retention grant; vesting percentages and timeline are clearly specified.

The grant of 2,586 RSUs at zero purchase price is a standard equity award that aligns the executive with shareholder interests over four years via staged vesting of 15%, 20%, 30%, and 35%. The filing specifies direct ownership of the RSUs and confirms conversion to one share per unit on vesting. There is no disclosure of exercise or purchase price complexity given these are restricted share units.

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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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^*

O'Hara Kevin P

(Last) (First) (Middle)

500 11TH AVENUE NORTH

SUITE 850

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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								17,137	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)	09/24/2025		A		2,586		(2)	(3)	Common Stock	2,586	$0	2,586	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 24, 2026, 20% vest on September 24, 2027, 30% vest on September 24, 2028, and the remaining 35% vest on September 24, 2029.

3. Not applicable.

	/s/ Kevin P. O'Hara	09/26/2025
	** 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 did HealthStream (HSTM) insider Kevin P. O'Hara report on Form 4?

The Form 4 reports a disposition of 17,137 common shares and the acquisition of 2,586 RSUs on 09/24/2025.

How do the 2,586 RSUs vest for HSTM executive Kevin P. O'Hara?

The RSUs vest contingent on continued service: 15% on 09/24/2026, 20% on 09/24/2027, 30% on 09/24/2028, and 35% on 09/24/2029.

Do the RSUs convert to common shares and at what price?

Each RSU represents the right to receive one share of common stock upon vesting and the grant is reported at $0 per unit.

Is the reported share disposal price disclosed in the Form 4?

No. The Form 4 entry shows a disposition of 17,137 shares but does not disclose a price for that transaction.

What role does Kevin P. O'Hara hold at HealthStream as shown on the filing?

He is identified as an Executive Vice President and is listed as an officer on the Form 4.