HealthStream Insider: 869 RSUs Vested; Tax Withholding of 212 Shares

Rhea-AI Filing Summary

HealthStream Inc. (HSTM) Form 4: Scott Alexander Roberts, CFO and SVP, reported transactions on 09/29/2025 tied to vesting of restricted share units (RSUs). A total of 869 shares were acquired on vesting at no cash price and 212 shares were disposed to satisfy tax withholding at a reported price of $29.08 per share. After these transactions, Mr. Roberts directly holds 30,409 shares of common stock and separately holds derivative-linked common shares from RSUs totaling 1,828 and 1,741 in two award tranches. The RSUs follow multi-year vesting schedules described in the filing.

Positive

• 869 RSU shares vested, reflecting standard executive compensation delivery
• Detailed RSU vesting schedules disclosed, improving transparency on future share issuance

Negative

• 212 shares disposed to satisfy tax withholding at $29.08 per share

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting with tax-withholding disposition; not a material corporate event.

The Form 4 discloses customary compensation vesting for the CFO, with 869 shares vesting and 212 shares withheld to cover taxes at $29.08 per share. The filing details standard multi-year RSU schedules and results in a direct holding of 30,409 shares. This is a disclosure of personal transactions rather than company-level operational change.

Securities Analyst

TL;DR: Insider vested compensation and tax withholding; limited investor impact given size relative to company.

The transaction types coded (M for vesting, F for withholding) indicate compensation settlement mechanics. The filing lists two RSU award groups with vesting timelines and shows incremental changes in beneficial ownership. No sale to the market beyond tax-related withholding is reported. The numeric details—869 shares vested, 212 shares disposed, resulting 30,409 shares owned—are relevant for transparency but unlikely to be material to valuation on their own.

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^*

Roberts Scott Alexander

(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)
	CFO and SVP

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	30,409	D
Common Stock Holding	09/29/2025		F		212(2)	D	$29.08	30,197	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/ Scott Alexander Roberts	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).
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FAQ

What transactions did HSTM insider Scott Roberts report on Form 4?

The filing shows 869 shares vested from RSUs and 212 shares were disposed for tax withholding at $29.08 per share on 09/29/2025.

How many HSTM shares does Scott Roberts beneficially own after the reported transactions?

After the reported transactions Mr. Roberts directly beneficially owns 30,409 shares of common stock.

What were the RSU vesting schedules disclosed in the Form 4?

One RSU tranche vests 15% on 9/20/2024, 20% on 9/20/2025, 30% on 9/20/2026, 35% on 9/20/2027; another vests 15% on 9/18/2025, 20% on 9/18/2026, 30% on 9/18/2027, 35% on 9/18/2028.

Were any cash sales to the market reported for HSTM shares by the insider?

No open-market cash sales are reported; the only disposition noted is tax withholding of 212 shares.

What do the transaction codes M and F mean in this Form 4?

Code M denotes shares acquired on vesting of RSUs and code F denotes shares disposed to satisfy tax withholding, as shown in the filing.