[Form 4] HEALTHSTREAM INC Insider Trading Activity

Rhea-AI Filing Summary

Kevin P. O'Hara, Executive Vice President of HealthStream, Inc. (HSTM), reported insider transactions on 09/29/2025. He had 869 shares of common stock issued to him on vesting of restricted share units (RSUs) and 212 shares were withheld to satisfy tax withholding at a price of $29.08 per share. After these transactions he beneficially owned 17,794 shares of common stock. The filing also shows two RSU awards: 562 RSUs that vest on a schedule (earliest vesting dates beginning 09/20/2024 through 09/20/2027) and 307 RSUs with vesting dates from 09/18/2025 through 09/18/2028. Each RSU represents the contingent right to receive one share upon vesting under the stated service-based schedules.

Positive

• RSUs vested, reflecting compensation delivery tied to service
• Clear vesting schedules disclosed (service-based percentages and dates for each RSU grant)

Negative

• Shares withheld for taxes (212 shares) resulted in a net reduction of beneficially owned shares
• Issuance of shares from RSU vesting implies future potential dilution when remaining RSUs vest

Insights

Securities Analyst

TL;DR: Routine executive vesting and tax-withholding; small net decrease in beneficially owned shares after RSU vesting and withholding.

The Form 4 documents a typical compensation event: RSU vesting produced 869 shares, of which 212 were withheld for taxes at $29.08, reducing the reporting person\'s net holdings to 17,794 shares. The presence of additional outstanding RSUs (562 and 307) indicates future equity dilution tied to continued service rather than performance triggers. This is a standard, non-transactional insider disclosure with no indication of open-market selling or acquisition beyond tax withholding.

Corporate Governance Specialist

TL;DR: Compensation-related issuance consistent with standard vesting schedules; no governance red flags.

The filing confirms RSUs subject to multi-year service vesting schedules (15%/20%/30%/35% patterns across specified dates). The transactions reported are administrative—vesting and tax withholding—rather than discretionary sales. The signature and formatting comply with Form 4 requirements, and the disclosure names the reporting person\'s role as Executive Vice President, aligning compensatory equity grants with executive remuneration practices.

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).

1. Name and Address of Reporting Person^*

O'Hara Kevin P

(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)
	Executive Vice President

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	18,006	D
Common Stock Holding	09/29/2025		F		212(2)	D	$29.08	17,794	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/ Kevin P. O'Hara	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).
** 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.

FAQ

What transactions did HSTM Executive Vice President Kevin P. O'Hara report on Form 4?

He reported 869 shares issued on RSU vesting and 212 shares withheld for tax payment at $29.08 on 09/29/2025.

How many HSTM shares does Kevin P. O'Hara beneficially own after the reported transactions?

Following the transactions reported on the Form 4, he beneficially owned 17,794 shares of common stock.

What RSU awards are disclosed for Kevin P. O'Hara in the filing?

The filing shows two RSU awards: 562 RSUs (with vesting dates spanning 09/20/2024–09/20/2027) and 307 RSUs (with vesting dates spanning 09/18/2025–09/18/2028); each RSU converts to one share upon vesting.

Were any open-market sales or purchases reported on this Form 4 for HSTM?

No open-market sales or purchases were reported; the only transactions were RSU vesting (issuance) and shares withheld to cover taxes.

What was the price used for the tax withholding on withheld HSTM shares?

The withheld shares were accounted for at a price of $29.08 per share.