[Form 4] HEALTHSTREAM INC Insider Trading Activity

Rhea-AI Filing Summary

Robert A. Frist Jr., CEO and Chairman and noted 10% owner of HealthStream, reported receipt of 2,586 restricted share units (RSUs) on 09/24/2025. Each RSU converts to one share of common stock upon vesting and the grant carries a four-year vesting schedule with 15% vesting on 09/24/2026, 20% on 09/24/2027, 30% on 09/24/2028 and 35% on 09/24/2029.

The filing lists beneficial holdings across direct and indirect vehicles, including 4,749,502 shares held directly and multiple trusts and family trusts holding additional shares (individual trust amounts shown in the filing). The Form 4 was signed 09/26/2025 and documents the nature and timing of the RSU grant and the reporting person’s substantial ownership positions.

Positive

• Grant of 2,586 RSUs reported, aligning executive compensation with shareholder value through equity incentives
• Detailed vesting schedule provided: 15% (09/24/2026), 20% (09/24/2027), 30% (09/24/2028), 35% (09/24/2029)
• Substantial reported beneficial ownership with 4,749,502 shares held directly and additional indirect holdings via trusts

Negative

• None.

Insights

Senior Financial Analyst

TL;DR: Routine insider equity grant to align executive incentives; not a material dilution event.

The 2,586 RSU award is a standard equity compensation grant for an executive and vests over four years, aligning long-term incentives with shareholder outcomes. The filing confirms substantial insider ownership, with 4,749,502 shares held directly and additional indirect holdings via trusts, which underscores concentrated insider ownership. There is no indication of stock sales or exercised options in this filing; the action is an acquisition of contingent equity rather than a disposition.

Corporate Governance Expert

TL;DR: Disclosure is standard and clear; vesting schedule and trust holdings are properly reported.

The Form 4 provides required disclosure of a director/CEO's RSU grant and lists indirect holdings through multiple trusts, including family and GST-exempt trusts. The vesting timetable is specified in detail, which supports transparency on future potential share issuance to the reporting person. The filing appears complete for the reported transactions.

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

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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^*

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)
09/24/2025

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								4,749,502	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								595,000	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)	09/24/2025		A		2,586		(2)	(3)	Common Stock	2,586	$0	2,586	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 24, 2026, 20% vest on September 24, 2027, 30% vest on September 24, 2028, and the remaining 35% vest on September 24, 2029.

3. Not applicable.

	/s/ Robert A. Frist, Jr.	09/26/2025
	** 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.
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FAQ

What did HealthStream insider Robert A. Frist Jr. report on Form 4 (HSTM)?

The filing reports a grant of 2,586 restricted share units (RSUs) on 09/24/2025 and lists his direct and indirect beneficial holdings, including 4,749,502 shares held directly.

What is the vesting schedule for the RSUs granted to Robert A. Frist Jr.?

The RSUs vest over four years: 15% on 09/24/2026, 20% on 09/24/2027, 30% on 09/24/2028, and 35% on 09/24/2029.

Does the Form 4 show any sales or dispositions by the reporting person?

No. The Form 4 reports an acquisition of RSUs and lists current beneficial holdings; it does not report any dispositions.

What is Robert A. Frist Jr.'s relationship to HealthStream as disclosed in the filing?

He is disclosed as CEO and Chairman and is marked as a 10% owner of the issuer.

Are the RSUs immediately vested and convertible to shares?

No. Each RSU represents the contingent right to receive one share upon vesting according to the four-year schedule; they are not immediately vested.