HealthStream (NASDAQ: HSTM) CEO awarded 3,639 RSUs and updates major share holdings

Rhea-AI Filing Summary

FRIST ROBERT A JR reported acquisition or exercise transactions in this Form 4 filing.

HealthStream Inc. CEO and Chairman Robert A. Frist Jr. reported receiving a grant of 3,639 restricted share units (RSUs) on common stock. These RSUs vest over four years, with 15% on March 18, 2027, 20% on March 18, 2028, 30% on March 18, 2029, and 35% on March 18, 2030, contingent on continued service. After this grant, he holds 3,639 RSUs and 4,048,052 shares of common stock directly, along with additional indirect holdings through several family trusts, including 995,000 shares in the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust.

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^*

FRIST ROBERT A JR

(Last) (First) (Middle)

500 11TH AVENUE NORTH

SUITE 1000

(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)
03/18/2026

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 Holding								4,048,052	D
Common Stock Holding								10,000	I	The Carolyn Marie Frist 2005 Vested Trust
Common Stock Holding								10,000	I	The Cate Merriman Frist 2005 Vested Trust
Common Stock Holding								10,000	I	The Eleanor Knox Frist 2005 Vested Trust
Common Stock Holding								0	I	By grantor retained annuity trust (1)
Common Stock Holding								18,335	I	Louise Trust u/a/d 08-16-2007
Common Stock Holding								18,334	I	Merriman Trust u/a/d 08-16-2007
Common Stock Holding								18,334	I	Marie Trust u/a/d 08-16-2007
Common Stock Holding								18,334	I	Knox Trust u/a/d 08-16-2007
Common Stock Holding								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)	03/18/2026		A		3,639		(2)	(3)	Common Stock	3,639	$0	3,639	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 March 18, 2027, 20% vest on March 18, 2028, 30% vest on March 18, 2029, and the remaining 35% vest on March 18, 2030.

3. Not applicable.

	/s/ Robert A. Frist, Jr.	03/24/2026
	** 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 did HealthStream (HSTM) CEO Robert A. Frist Jr. report on this Form 4?

Robert A. Frist Jr. reported receiving 3,639 restricted share units in HealthStream stock. These RSUs are a compensation award, not an open-market purchase, and will convert into common shares only as they vest over the next four years, assuming continued service.

How do the new RSUs for HSTM’s CEO vest over time?

The 3,639 HealthStream RSUs vest gradually from 2027 through 2030. Specifically, 15% vest on March 18, 2027, 20% on March 18, 2028, 30% on March 18, 2029, and the remaining 35% on March 18, 2030, contingent on continued service.

Is the HealthStream Form 4 a stock buy or a compensation grant?

This HealthStream Form 4 reflects a compensation grant, not a stock purchase. The CEO received 3,639 restricted share units at no cash price, representing equity-based pay that converts into common stock only as vesting conditions tied to future service are met.

How many HealthStream shares does Robert A. Frist Jr. hold directly after this filing?

After the reported grant, Robert A. Frist Jr. holds 4,048,052 HealthStream common shares directly. In addition, he holds 3,639 restricted share units plus further indirect interests through multiple family-related trusts, including a large position in the Bobby and Melissa Frist Children’s 2012 GST-Exempt Trust.

What indirect HealthStream (HSTM) holdings are shown for the CEO on this Form 4?

The Form 4 lists several indirect HealthStream holdings for the CEO through family trusts. These include 10,000-share vested trusts for Carolyn, Cate Merriman, and Eleanor Knox Frist, multiple Louise, Merriman, Marie, and Knox trusts, and 995,000 shares in the Bobby and Melissa Frist Children’s 2012 GST-Exempt Trust.

Does this HealthStream Form 4 show any insider stock sales or purchases?

The Form 4 does not report any open-market stock sales or purchases by the CEO. It mainly records the grant of 3,639 restricted share units and updates existing direct and indirect common stock holdings, which are shown as position entries rather than new buy or sell transactions.