HealthStream CEO exercises RSUs, updates holdings
HealthStream CEO and Chairman Robert A. Frist Jr. reported routine equity compensation activity involving restricted share units (RSUs).
Rhea-AI Filing Summary
HealthStream CEO and Chairman Robert A. Frist Jr. reported routine equity compensation activity involving restricted share units (RSUs). He exercised RSUs to acquire 4,038 shares of common stock at a conversion price of $0.00 per share, reflecting vesting of previously granted awards. To cover tax obligations, 984 shares were withheld at $21.25 per share, a non-market, tax-withholding disposition. After these transactions, his directly held common stock position is 4,051,106 shares. The filing also lists multiple indirect common stock holdings through various family and children’s trusts, which are shown as holdings rather than new open-market trades. Several RSU grants remain subject to multi-year vesting schedules contingent on continued service through dates in 2026–2029.
Positive
- None.
Negative
- None.
Insider Trade Summary
4,038 shares exercised/converted
Exercise
13 txns
Insider
FRIST ROBERT A JR
Role
CEO and Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Share Units | 356 | $0.00 | $0.00 |
| Exercise | Restricted Share Units | 560 | $0.00 | $0.00 |
| Exercise | Restricted Share Units | 857 | $0.00 | $0.00 |
| Exercise | Restricted Share Units | 2,265 | $0.00 | $0.00 |
| Exercise | Common Stock Holding | 4,038 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock Holding | 984 | $21.25 | $21K |
| 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:
Restricted Share Units — 4,840 contracts (Direct);
Common Stock Holding — 4,051,106 shares (Direct);
Common Stock Holding — 10,000 shares (Indirect, The Carolyn Marie Frist 2005 Vested Trust);
Common Stock Holding — 10,000 shares (Indirect, The Eleanor Knox Frist 2005 Vested Trust);
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);
Common Stock Holding — 995,000 shares (Indirect, Bobby and Melissa Frist Children's 2012 GST-Exempt Trust)
Footnotes (8)
- F1. Shares acquired on vesting of restricted share units.
- F2. Shares withheld for payment of tax liability.
- F3. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
- F4. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 19, 2026, 20% vest on March 19, 2027, 30% vest on March 19, 2028, and the remaining 35% vest on March 19, 2029.
- F5. Not applicable.
- F6. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 20, 2025, 20% vest on March 20, 2026, 30% vest on March 20, 2027, and the remaining 35% vest on March 20, 2028.
- F7. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 22, 2024, 20% vest on March 22, 2025, 30% vest on March 22, 2026, and the remaining 35% vest on March 22, 2027.
- F8. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 23, 2023, 20% vest on March 23, 2024, 30% vest on March 23, 2025, and the remaining 35% vest on March 23, 2026.
Key Figures
RSU shares exercised: 4,038 shares
Shares withheld for taxes: 984 shares
Tax withholding price: $21.25 per share
+4 more
7 metrics
RSU shares exercised
4,038 shares
Common stock received from RSU vesting on March 30, 2026
Shares withheld for taxes
984 shares
Tax-withholding disposition at $21.25 per share
Tax withholding price
$21.25 per share
Value used for payment of tax liability via shares
Net shares added
3,054 shares
RSU shares received minus tax-withholding shares
Direct common stock holdings
4,051,106 shares
Total direct shares following transactions
Children’s GST-Exempt Trust holdings
995,000 shares
Indirect common stock holding via 2012 GST-Exempt Trust
Typical RSU vesting tranche
15%, 20%, 30%, 35%
Four-year vesting schedule percentages for RSU grants
Key Terms
Restricted Share Units, tax-withholding disposition, Exercise or conversion of derivative security, four year vesting schedule, +1 more
5 terms
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for 984 shares at $21.2500"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security" for RSU entries"
four year vesting schedule financial
"The RSUs are subject to a four year vesting schedule, contingent upon continued service"
FAQ
What insider activity did HEALTHSTREAM INC (HSTM) report for Robert A. Frist Jr.?
HEALTHSTREAM INC reported that CEO and Chairman Robert A. Frist Jr. exercised restricted share units, receiving 4,038 common shares. These shares came from vesting of existing RSU awards, not open-market purchases, and represent routine equity compensation activity disclosed in a Form 4 filing.
What vesting schedules apply to Robert A. Frist Jr.’s HealthStream RSUs?
The footnotes state that certain RSU grants vest over four years, contingent on continued service. Typical schedules include 15% vesting in the first year, 20% in the second, 30% in the third, and the remaining 35% in the fourth year on specified March dates.
Does this HealthStream (HSTM) Form 4 include indirect holdings through family trusts?
Yes. The Form 4 lists indirect common stock holdings through multiple trusts, such as the Bobby and Melissa Frist Children’s 2012 GST-Exempt Trust and several 2005 and 2007 family trusts. These entries show existing trust holdings rather than new market transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
