HealthStream (HSTM) SVP logs RSU vesting and tax share surrender

Rhea-AI Filing Summary

HealthStream Inc. senior vice president Michael Scott McQuigg reported multiple equity transactions involving restricted share units (RSUs) and common stock. On February 27, 2026, he acquired 2,000 and 541 shares of common stock through the vesting and conversion of RSUs, reflecting previously granted performance-based awards.

He also acquired 2,541 shares of common stock in connection with these RSU conversions, bringing his direct common stock holdings to 31,708 shares before a tax-related share disposition. In a separate transaction coded "F", 754 shares were surrendered at $22.09 per share to cover tax liabilities, reducing his direct holdings to 30,954 shares.

The footnotes explain that each RSU represents a right to receive one share of common stock upon vesting, and that vesting is contingent on continued service and achievement of annual performance criteria. The criteria for performance periods ending December 31, 2025 were achieved, triggering partial vesting of these RSU awards on February 23, 2026 and February 27, 2026.

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).

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^*

McQuigg Michael Scott

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M		2,541(1)	A	$0	31,708	D
Common Stock Holding	02/27/2026		F		754(2)	D	$22.09	30,954	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)	02/27/2026		M			2,000	(4)	(5)	Common Stock	2,000	$0	4,500	D
Restricted Share Units	$0(3)	02/27/2026		M			541	(6)	(5)	Common Stock	541	$0	3,065	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. Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria. The performance criteria will be established on an annual basis by the Compensation Committee of the Board of Directors. 15% vest on February 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on February 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on February 23, 2026 for the period January 1, 2025 through December 31, 2025; 20% vest on February 23, 2027 for the period January 1, 2026 through December 31, 2026; and 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027. Vesting is determined based on actual performance. The performance criteria for the period January 1, 2025 through December 31, 2025 was achieved; therefore 20% of the awards vested on February 23, 2026.

5. Not applicable.

6. Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria. The performance criteria will be established on an annual basis by the Compensation Committee of the Board of Directors. 15% vest on February 27, 2026 for the period January 1, 2025 through December 31, 2025; 20% vest on February 27, 2027 for the period January 1, 2026 through December 31, 2026; 20% vest on February 27, 2028 for the period January 1, 2027 through December 31, 2027; 20% vest on February 27, 2029 for the period January 1, 2028 through December 31, 2028; and 25% vest on February 27, 2030 for the period January 1, 2029 through December 31, 2029. Vesting will be determined based on actual performance. The performance criteria for the period January 1, 2025 through December 31, 2025 was achieved; therefore 15% of the awards vested on February 27, 2026.

	/s/ Michael Scott McQuigg	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did HealthStream (HSTM) report for Michael Scott McQuigg?

HealthStream reported that senior vice president Michael Scott McQuigg acquired common shares through vesting of restricted share units and surrendered some shares for taxes. RSU conversions increased his holdings, while a tax-withholding disposition modestly reduced his final directly owned share count.

How many HealthStream (HSTM) shares did McQuigg acquire through RSU vesting?

McQuigg acquired 2,000 and 541 shares of HealthStream common stock through vesting and conversion of restricted share units. These transactions reflect performance-based equity awards that converted into common shares upon meeting service and performance conditions set by the board’s Compensation Committee.

How many HealthStream (HSTM) shares were surrendered for tax withholding?

McQuigg surrendered 754 shares of HealthStream common stock in a transaction coded “F” at $22.09 per share. This disposition was specifically to cover tax liabilities arising from the equity vesting, rather than an open-market sale aimed at changing his investment position.

What are the vesting conditions for McQuigg’s HealthStream (HSTM) RSUs?

The RSUs vest only if McQuigg remains in service and specified performance criteria are achieved. The Compensation Committee sets annual performance goals, and portions of the awards vest on scheduled February dates when targets for the corresponding calendar-year performance periods are met.

What did the Form 4 disclose about McQuigg’s HealthStream (HSTM) share ownership after these transactions?

After RSU conversions and the tax-withholding share surrender, McQuigg directly owned 30,954 shares of HealthStream common stock. This figure reflects the net result of shares gained from vesting and those delivered back to satisfy tax obligations tied to the equity awards.

How do HealthStream (HSTM) performance-based RSUs work according to this filing?

Each RSU represents a contingent right to receive one HealthStream common share upon vesting. Vesting percentages are allocated across several years, with amounts such as 15% or 20% tied to specific calendar-year performance periods, and vesting occurs only when defined performance criteria are achieved.