HealthStream (HSTM) CEO gifts 527,918 shares to trust and others on Dec. 15, 2025

Rhea-AI Filing Summary

HealthStream CEO Robert A. Frist, Jr. reported gifting 527,918 shares of the company’s common stock on December 15, 2025.

He transferred 400,000 shares for no consideration to the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust, where his spouse serves as trustee, and gifted 127,918 shares to various non-family member persons for no consideration. Following these transactions, he directly beneficially owned 4,058,552 shares and indirectly owned 995,000 shares through the children's trust, along with additional indirect holdings in several family trusts.

Insider Trade Summary

Net Seller: 927,918 shares

Net Sell 10 txns

Insider FRIST ROBERT A JR

Role CEO and Chairman

Type	Security	Shares	Price	Value
Gift	Common Stock Holding	527,918	$0.00	$0.00
Gift	Common Stock Holding	400,000	$0.00	$0.00
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--
holding	Common Stock Holding	--	--	--

Holdings After Transaction: Common Stock Holding — 4,058,552 shares (Direct); Common Stock Holding — 995,000 shares (Indirect, Bobby and Melissa Frist Children's 2012 GST-Exempt Trust); Common Stock Holding — 10,000 shares (Indirect, The Carolyn Marie Frist 2005 Vested Trust); Common Stock Holding — 10,000 shares (Indirect, The Cate Merriman Frist 2005 Vested Trust); Common Stock Holding — 10,000 shares (Indirect, The Eleanor Knox Frist 2005 Vested Trust); Common Stock Holding — 0 shares (Indirect, By grantor retained annuity trust (1)); Common Stock Holding — 18,335 shares (Indirect, Louise Trust u/a/d 08-16-2007); Common Stock Holding — 18,334 shares (Indirect, Merriman Trust u/a/d 08-16-2007); Common Stock Holding — 18,334 shares (Indirect, Marie Trust u/a/d 08-16-2007); Common Stock Holding — 18,334 shares (Indirect, Knox Trust u/a/d 08-16-2007)

Footnotes (1)

1. F1. On December 15, 2025, the reporting person (i) transferred 400,000 shares of HSTM common stock to the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust for no consideration, and (ii) transferred 127,918 shares of HSTM common stock via gifts to various non-family member persons for no consideration. The reporting person's spouse is the trustee of the noted trust.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 12/16/2025 - 04:34 PM Learn about SEC filing dates

FAQ

What insider stock transaction did HealthStream (HSTM) disclose in this Form 4?

The filing reports that Robert A. Frist, Jr., HealthStream’s CEO, Chairman, director and 10% owner, gifted 527,918 shares of HealthStream common stock on December 15, 2025.

How many HealthStream (HSTM) shares were transferred to the 2012 GST-exempt trust?

The filing states that 400,000 shares of HSTM common stock were transferred for no consideration to the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust.

How many HealthStream shares were gifted to other recipients and on what terms?

In addition to the trust transfer, 127,918 shares of HSTM common stock were transferred via gifts to various non-family member persons for no consideration.

How many HealthStream shares does Robert A. Frist, Jr. own directly after these gifts?

Following the reported transactions, Robert A. Frist, Jr. beneficially owned 4,058,552 shares directly of HealthStream common stock.

What is the CEO’s indirect ownership through the 2012 GST-exempt trust?

After the transfer, the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust held 995,000 shares of HealthStream common stock, reported as indirectly owned by Robert A. Frist, Jr.

What roles does Robert A. Frist, Jr. hold at HealthStream (HSTM)?

The filing identifies Robert A. Frist, Jr. as a Director, 10% Owner, and Officer of HealthStream, serving as CEO and Chairman.

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 1000

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		G		527,918(1)	D	$0	4,058,552	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	12/15/2025		G		400,000	A	$0	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

Explanation of Responses:

1. On December 15, 2025, the reporting person (i) transferred 400,000 shares of HSTM common stock to the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust for no consideration, and (ii) transferred 127,918 shares of HSTM common stock via gifts to various non-family member persons for no consideration. The reporting person's spouse is the trustee of the noted trust.

	/s/ Robert A. Frist, Jr.	12/16/2025
	** 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.