How many restricted share units vested for HealthStream CTO Jeff Cunningham?

Jeff Cunningham reported vesting of 2,000 and 541 restricted share units. According to the filing, each RSU represents the right to receive one common share upon vesting, so these RSUs converted into 2,541 shares of HealthStream common stock on the reported vesting date.

HealthStream (HSTM) CTO reports RSU vesting and tax share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HealthStream Inc.'s Chief Technology Officer Jeff Cunningham reported equity-related transactions tied to restricted share unit (RSU) vesting. He acquired 2,000 and 541 RSUs that converted into 2,541 shares of common stock, then 754 shares were withheld at $22.09 per share to cover tax liabilities, leaving 33,276 shares held directly.

Insider Trade Summary

2,541 shares exercised/converted

Mixed 4 txns

Insider Cunningham Jeff

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	2,000	$0.00	--
Exercise	Restricted Share Units	541	$0.00	--
Exercise	Common Stock Holding	2,541	$0.00	--
Tax Withholding	Common Stock Holding	754	$22.09	$17K

Holdings After Transaction: Restricted Share Units — 4,500 shares (Direct); Common Stock Holding — 34,030 shares (Direct)

Footnotes (1)

Shares acquired on vesting of restricted share units. Shares withheld for payment of tax liability. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit. 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. 15% vest on February 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on February 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on February 23, 2026 for the period January 1, 2025 through December 31, 2025; 20% vest on February 23, 2027 for the period January 1, 2026 through December 31, 2026; and 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027. Vesting is determined based on actual performance. The performance criteria for the period January 1, 2025 through December 31, 2025 was achieved; therefore 20% of the awards vested on February 23, 2026. Not applicable. 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. 15% vest on February 27, 2026 for the period January 1, 2025 through December 31, 2025; 20% vest on February 27, 2027 for the period January 1, 2026 through December 31, 2026; 20% vest on February 27, 2028 for the period January 1, 2027 through December 31, 2027; 20% vest on February 27, 2029 for the period January 1, 2028 through December 31, 2028; and 25% vest on February 27, 2030 for the period January 1, 2029 through December 31, 2029. Vesting will be determined based on actual performance. The performance criteria for the period January 1, 2025 through December 31, 2025 was achieved; therefore 15% of the awards vested on February 27, 2026.

Form 4 Insider Transactions: What Each Field Means →

02/27/2026 - 04:37 PM

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^*

Cunningham Jeff

(Last)

(First)

(Middle)

500 11TH AVENUE NORTH

SUITE 850

(Street)

NASHVILLE

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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Holding	02/27/2026		M		2,541⁽¹⁾	A	$0	34,030	D
Common Stock Holding	02/27/2026		F		754⁽²⁾	D	$22.09	33,276	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	$0⁽³⁾	02/27/2026		M			2,000	⁽⁴⁾	⁽⁵⁾	Common Stock	2,000	$0	4,500	D
Restricted Share Units	$0⁽³⁾	02/27/2026		M			541	⁽⁶⁾	⁽⁵⁾	Common Stock	541	$0	3,065	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. 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. 15% vest on February 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on February 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on February 23, 2026 for the period January 1, 2025 through December 31, 2025; 20% vest on February 23, 2027 for the period January 1, 2026 through December 31, 2026; and 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027. Vesting is determined based on actual performance. The performance criteria for the period January 1, 2025 through December 31, 2025 was achieved; therefore 20% of the awards vested on February 23, 2026.

5. Not applicable.

6. 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. 15% vest on February 27, 2026 for the period January 1, 2025 through December 31, 2025; 20% vest on February 27, 2027 for the period January 1, 2026 through December 31, 2026; 20% vest on February 27, 2028 for the period January 1, 2027 through December 31, 2027; 20% vest on February 27, 2029 for the period January 1, 2028 through December 31, 2028; and 25% vest on February 27, 2030 for the period January 1, 2029 through December 31, 2029. Vesting will be determined based on actual performance. The performance criteria for the period January 1, 2025 through December 31, 2025 was achieved; therefore 15% of the awards vested on February 27, 2026.

	/s/ Jeff Cunningham	02/27/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did HealthStream (HSTM) CTO Jeff Cunningham report on this Form 4?

Jeff Cunningham reported RSU vesting and related share movements. He acquired RSUs that converted into 2,541 common shares, and 754 shares were withheld to cover taxes, resulting in 33,276 common shares held directly after the transactions.

Why were 754 HealthStream (HSTM) shares disposed of in Jeff Cunningham’s Form 4?

The 754 shares shown as a disposition were withheld to pay tax liabilities. The filing labels this as a tax-withholding disposition at a price of $22.09 per share, indicating no open-market sale but rather shares retained by the company to satisfy taxes.

How many HealthStream shares does Jeff Cunningham hold after these transactions?

After the reported activity, Jeff Cunningham holds 33,276 shares of HealthStream common stock directly. This figure reflects RSU conversions into common shares and the withholding of 754 shares for tax payments, as disclosed in the non-derivative transaction entries.

What are the key terms of Jeff Cunningham’s HealthStream RSU awards?

Each RSU converts into one share of common stock upon vesting. Vesting requires continued service and meeting annual performance criteria set by the Compensation Committee, with specified percentage tranches vesting over several years based on performance for defined calendar-year measurement periods.

How is performance linked to Jeff Cunningham’s HealthStream RSU vesting schedule?

The RSUs vest only if performance criteria for each calendar-year period are achieved. Footnotes state that performance for the January 1, 2025 through December 31, 2025 period was achieved, triggering a scheduled tranche of performance-based RSUs to vest on February 23 and February 27, 2026.