STOCK TITAN

HealthStream CTO receives three RSU grants

HealthStream’s CTO received multiple time- and performance-based RSU grants that vest over four years, increasing his equity stake.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HealthStream Inc. (HSTM) reported that Chief Technology Officer Jeff Cunningham received three equity awards on September 18, 2026, each in the form of restricted share units (RSUs) that convert into common stock upon vesting. The awards have time-based and performance-based four-year vesting schedules tied to continued service and, for one grant, future performance criteria. Following these grants, he holds 37,513 shares of common stock directly.

Positive

  • None.

Negative

  • None.
Insider Cunningham Jeff
Role Chief Technology Officer
Type Security Shares Price Value
Grant/Award Restricted Share Units F1, F2, F3 2,053 $0.00 $0.00
Grant/Award Restricted Share Units F1, F4, F3 12,316 $0.00 $0.00
Grant/Award Restricted Share Units F1, F5, F3 4,105 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Restricted Share Units — 18,474 contracts (Direct); Common Stock — 37,513 shares (Direct)
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.
Time-based RSUs (first grant) 2,053 RSUs Grant on September 18, 2026 with 15/20/30/35% vesting from 2027–2030
Time-based RSUs (annual vesting grant) 12,316 RSUs Grant on September 18, 2026 vesting in four equal annual installments starting September 18, 2027
Performance-based RSUs 4,105 RSUs Grant on September 18, 2026 with up to 25% vesting on each of February 23, 2028–2031 based on annual performance
Common stock held after transactions 37,513 shares Directly owned by Jeff Cunningham after the reported awards
First performance period January 1, 2027–December 31, 2027 Determines vesting of up to 25% of performance-based RSUs on February 23, 2028
Final performance vesting date February 23, 2031 Potential vesting of up to 25% of performance-based RSUs for 2030 performance period
Restricted Share Units financial
"Each restricted share unit (RSU) represents the contingent right to receive"
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.
vesting schedule financial
"The RSUs are subject to a four year vesting schedule, contingent upon"
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 at the time of vesting and the achievement of certain performance criteria."
contingent right financial
"Each restricted share unit (RSU) represents the contingent right to receive"

FAQ

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

What equity awards did HSTM grant to its CTO Jeff Cunningham on September 18, 2026?

On September 18, 2026, Jeff Cunningham received three grants of restricted share units (RSUs), each representing the contingent right to receive one share of HealthStream common stock upon vesting, with differing time-based and performance-based four-year vesting structures.

How do the 2,053 RSUs granted to the HSTM CTO vest?

The 2,053 RSUs vest over four years, contingent on continued service: 15% on September 18, 2027, 20% on September 18, 2028, 30% on September 18, 2029, and the remaining 35% on September 18, 2030.

What is the vesting schedule for the 12,316 RSUs reported by HSTM?

The 12,316 RSUs vest over four years, contingent on continued service, in four equal annual installments beginning on September 18, 2027.

How are the 4,105 performance-based RSUs for the HSTM CTO structured?

The 4,105 RSUs vest based on continued service and achievement of annual performance criteria. Up to 25% may vest on each of February 23, 2028, 2029, 2030, and 2031, tied to performance periods from 2027 through 2030, with potential re-eligibility for unvested units.

How many HSTM common shares does the CTO hold after these RSU grants?

After the reported awards, Jeff Cunningham holds 37,513 shares of HealthStream common stock directly, as of the reporting date associated with these transactions.

Do the HSTM RSUs immediately deliver common stock to the CTO?

No. Each restricted share unit represents a contingent right to receive one share of common stock upon vesting. Shares are delivered only if vesting conditions—continued service and, for one grant, performance criteria—are satisfied.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Cunningham Jeff

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock37,513D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(1)09/18/2026A2,053 (2) (3)Common Stock2,053$02,053D
Restricted Share Units(1)09/18/2026A12,316 (4) (3)Common Stock12,316$012,316D
Restricted Share Units(1)09/18/2026A4,105 (5) (3)Common Stock4,105$04,105D
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/ Jeff Cunningham09/22/2026
** Signature of Reporting PersonDate
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)

Keep reading