[Form 4] HEALTHSTREAM INC Insider Trading Activity

Rhea-AI Filing Summary

Trisha L. Coady, Executive Vice President of HealthStream, reported transactions on 09/29/2025 related to the vesting and tax withholding of restricted share units (RSUs). On vesting she was credited with 869 shares (reported as acquisition at $0), increasing her total common stock holdings to 30,801 shares before withholding. To satisfy tax obligations, 212 shares were withheld at an implied price of $29.08, leaving 30,589 shares beneficially owned after the transactions. The filing also lists two outstanding RSU awards (562 and 307 RSUs) that convert to common stock upon vesting and are subject to multi-year service-based vesting schedules.

Positive

• 869 shares were acquired on RSU vesting, reflecting compensation retention mechanisms
• Form discloses clear vesting schedules for outstanding RSU grants, aligning executive incentives with continued service
• Full reporting of pre- and post-transaction beneficial ownership (30,801 before withholding; 30,589 after)

Negative

• 212 shares were withheld to satisfy tax obligations, reducing the reported number of shares received from vesting

Insights

Compensation Analyst

TL;DR: Executive received vested RSUs with shares withheld for taxes; routine executive compensation event with limited market impact.

The transaction reflects standard equity compensation mechanics: RSUs vested and converted into common stock, and a portion of shares (212) were withheld to cover tax liabilities at $29.08 per share. The filing shows both vested shares delivered and remaining outstanding RSU awards subject to multi-year service vesting schedules, which align executive incentives with continued service rather than being immediately dilutive. The net change in direct beneficial ownership is modest relative to the company’s total shares outstanding (not provided here), indicating this is a routine, non-material insider event.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported vesting and withholding; no governance concerns evident from this Form 4.

The Form 4 discloses the vesting of RSUs and corresponding tax withholding. It includes clear vesting schedules for the RSU grants and shows direct ownership levels before and after the transaction. There is no indication of unusual timing or related-party transactions in the filing text provided. This appears to be routine insider reporting consistent with standard equity award administration.

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

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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^*

Coady Trisha L

(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)
09/29/2025

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		869(1)	A	$0	30,801	D
Common Stock Holding	09/29/2025		F		212(2)	D	$29.08	30,589	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	$0(3)	09/29/2025		M			562	(4)	(5)	Common Stock	562	$0	1,828	D
Restricted Share Units	$0(3)	09/29/2025		M			307	(6)	(5)	Common Stock	307	$0	1,741	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/ Trisha L. Coady	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).
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FAQ

What insider activity did Trisha L. Coady report for HSTM on 09/29/2025?

The filing reports the vesting of RSUs that resulted in 869 shares acquired and 212 shares withheld for taxes, with beneficial ownership ending at 30,589 shares.

How many RSUs remain outstanding for Trisha L. Coady according to the Form 4?

The Form 4 lists two outstanding RSU awards: 562 RSUs and 307 RSUs, each converting to one share upon vesting and subject to service-based schedules.

At what price were the withheld shares reported on the Form 4 for HSTM?

The withheld shares are reported with a price of $29.08 per share in the disposition line.

What vesting schedules apply to the RSUs reported in the filing?

One RSU award vests over four years with tranches of 15%/20%/30%/35% on specified September dates between 2024 and 2027; the other follows a similar four-year 15%/20%/30%/35% schedule from 2025 to 2028.

Does this Form 4 indicate any sale of shares unrelated to tax withholding?

No. The only disposition shown is 212 shares withheld for tax liability; there is no separate sale transaction reported in the provided filing.