HealthStream CEO Frist granted three RSU awards

HealthStream’s CEO received multiple RSU awards with multi-year time- and performance-based vesting, increasing already substantial direct and trust holdings.

Rhea-AI Filing Summary

HEALTHSTREAM INC (symbol: HSTM) is the issuer of record for a Form 4 filing submitted to the SEC. FRIST ROBERT A JR reported acquisition or exercise transactions in this Form 4 filing.

HEALTHSTREAM INC (HSTM) reported that CEO and Chairman Robert A. Frist, Jr. received three grants of Restricted Share Units (RSUs) on September 18, 2026, each RSU representing the contingent right to receive one share of common stock upon vesting.

The awards cover 2,566 RSUs with a four-year vesting schedule of 15%/20%/30%/35% from September 18, 2027 through September 18, 2030; 15,395 RSUs vesting in four equal annual installments beginning September 18, 2027; and 5,132 RSUs subject to continued service and annual performance criteria for periods 2027–2030 with potential vesting of up to 25% after each year’s performance period.

Following these awards, Frist is reported to hold 3,907,038 shares of HealthStream common stock directly and additional indirect holdings through various family and children’s trusts, including positions such as 995,000 shares in the Bobby and Melissa Frist Children’s 2012 GST-Exempt Trust and several smaller vested trusts. No Rule 10b5-1 trading plan is reported in connection with these grants.

Insider Trade Summary

Grant/Award: 23,093 shares

Grant/Award 12 txns

Insider FRIST ROBERT A JR

Role CEO and Chairman

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units F1, F2, F3	2,566	$0.00	$0.00
Grant/Award	Restricted Share Units F1, F4, F3	15,395	$0.00	$0.00
Grant/Award	Restricted Share Units F1, F5, F3	5,132	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Share Units — 23,093 contracts (Direct); Common Stock — 3,907,038 shares (Direct); Common Stock — 10,000 shares (Indirect, The Carolyn Marie Frist 2005 Vested Trust); Common Stock — 10,000 shares (Indirect, The Cate Merriman Frist 2005 Vested Trust); Common Stock — 10,000 shares (Indirect, The Eleanor Knox Frist 2005 Vested Trust); Common Stock — 18,335 shares (Indirect, Louise Trust u/a/d 08-16-2007); Common Stock — 18,334 shares (Indirect, Merriman Trust u/a/d 08-16-2007); Common Stock — 18,334 shares (Indirect, Marie Trust u/a/d 08-16-2007); Common Stock — 18,334 shares (Indirect, Knox Trust u/a/d 08-16-2007); Common Stock — 995,000 shares (Indirect, Bobby and Melissa Frist Children's 2012 GST-Exempt Trust)

Footnotes (5)

1. F1. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
2. F2. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on September 18, 2027, 20% vest on September 18, 2028, 30% vest on September 18, 2029, and the remaining 35% vest on September 18, 2030.
3. F3. Not applicable.
4. F4. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. The RSUs vest annually beginning September 18, 2027 in four equal installments.
5. F5. 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. Up to 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027; up to 25% vest on February 23, 2029 for the period January 1, 2028 through December 31, 2028; up to 25% vest on February 23, 2030 for the period January 1, 2029 through December 31, 2029; and up to 25% vest on February 23, 2031 for the period January 1, 2030 through December 31, 2030. Vesting will be determined based on actual performance. RSUs that do not vest during a performance period may become eligible for vesting during the next performance period.

Key Figures

RSU grant 1: 2,566 Restricted Share Units RSU grant 2: 15,395 Restricted Share Units Performance-based RSUs: 5,132 Restricted Share Units +4 more

7 metrics

RSU grant 1 2,566 Restricted Share Units Grant on September 18, 2026 with 15%/20%/30%/35% vesting from 2027–2030

RSU grant 2 15,395 Restricted Share Units Grant on September 18, 2026 vesting in four equal annual installments starting September 18, 2027

Performance-based RSUs 5,132 Restricted Share Units Grant on September 18, 2026 with up to 25% vesting after each 2027–2030 performance period

Direct common stock holdings 3,907,038 shares Direct ownership of HealthStream common stock reported as of September 18, 2026

Children’s 2012 GST-Exempt Trust 995,000 shares Indirect ownership in Bobby and Melissa Frist Children’s 2012 GST-Exempt Trust

Carolyn Marie Frist 2005 Vested Trust 10,000 shares Indirect ownership via vested trust reported as of September 18, 2026

Louise Trust u/a/d 08-16-2007 18,335 shares Indirect ownership via Louise Trust reported as of September 18, 2026

Key Terms

Restricted Share Units, contingent right, vesting schedule, performance criteria, +1 more

5 terms

Restricted Share Units financial

"Each restricted share unit (RSU) represents the contingent right"

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.

contingent right financial

"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"

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.

performance criteria financial

"Vesting of these RSUs is contingent upon continued service and the achievement of certain performance criteria"

indirect ownership financial

"Indirect ownership via various trusts including the 2012 GST-Exempt Trust"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did HealthStream (HSTM) report for CEO Robert A. Frist Jr. in this Form 4?

The filing reports that CEO and Chairman Robert A. Frist, Jr. received three RSU grants on September 18, 2026, covering 2,566, 15,395, and 5,132 Restricted Share Units, each representing the contingent right to receive one share of HealthStream common stock upon vesting.

How do the new RSU awards for HSTM’s CEO vest?

One 2,566 RSU grant vests 15%/20%/30%/35% annually from September 18, 2027–2030, another 15,395 RSU grant vests in four equal annual installments starting September 18, 2027, and the 5,132 RSUs vest based on continued service and annual performance criteria from 2027–2030.

How many HSTM shares does Robert A. Frist Jr. hold directly after these RSU grants?

After the reported transactions, Robert A. Frist, Jr. is shown holding 3,907,038 shares of HealthStream common stock directly. This figure reflects his direct ownership position as of September 18, 2026, separate from shares held through various trusts.

What indirect HealthStream (HSTM) shareholdings are reported for trusts associated with the CEO?

Indirect holdings include 10,000 shares in each of three 2005 vested trusts, between 18,334 and 18,335 shares in several 2007 trusts, and 995,000 shares in the Bobby and Melissa Frist Children’s 2012 GST-Exempt Trust, all reported as indirect ownership.

Were any HealthStream (HSTM) shares sold or purchased in the market in this Form 4?

No market purchases or sales are reported. The only transactions are RSU grants (coded as awards) with a reported price of $0.00 per unit, plus updates to direct and indirect common stock holdings.

Were the HSTM CEO’s RSU grants made under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not marked, so no Rule 10b5-1 trading plan is reported in connection with these RSU grants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/22/2026 - 04:20 PM Accepted by SEC EDGAR 09/22/2026 - 04:19 PM Learn about SEC filing dates

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^*

FRIST ROBERT A JR

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026

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								3,907,038	D
Common Stock								10,000	I	The Carolyn Marie Frist 2005 Vested Trust
Common Stock								10,000	I	The Cate Merriman Frist 2005 Vested Trust
Common Stock								10,000	I	The Eleanor Knox Frist 2005 Vested Trust
Common Stock								18,335	I	Louise Trust u/a/d 08-16-2007
Common Stock								18,334	I	Merriman Trust u/a/d 08-16-2007
Common Stock								18,334	I	Marie Trust u/a/d 08-16-2007
Common Stock								18,334	I	Knox Trust u/a/d 08-16-2007
Common Stock								995,000	I	Bobby and Melissa Frist Children's 2012 GST-Exempt 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	(1)	09/18/2026		A		2,566		(2)	(3)	Common Stock	2,566	$0	2,566	D
Restricted Share Units	(1)	09/18/2026		A		15,395		(4)	(3)	Common Stock	15,395	$0	15,395	D
Restricted Share Units	(1)	09/18/2026		A		5,132		(5)	(3)	Common Stock	5,132	$0	5,132	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 18, 2027, 20% vest on September 18, 2028, 30% vest on September 18, 2029, and the remaining 35% vest on September 18, 2030.

3. Not applicable.

4. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. The RSUs vest annually beginning September 18, 2027 in four equal installments.

5. 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. Up to 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027; up to 25% vest on February 23, 2029 for the period January 1, 2028 through December 31, 2028; up to 25% vest on February 23, 2030 for the period January 1, 2029 through December 31, 2029; and up to 25% vest on February 23, 2031 for the period January 1, 2030 through December 31, 2030. Vesting will be determined based on actual performance. RSUs that do not vest during a performance period may become eligible for vesting during the next performance period.

	/s/ Robert A. Frist, Jr.	09/22/2026
	** 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)