HealthStream CEO sells $4.25M in stock
Rhea-AI Filing Summary
HEALTHSTREAM INC (HSTM) reported that CEO, Chairman and ten percent owner Robert A. Frist Jr. sold 144,068 shares of Common Stock on September 14, 2026 at $29.50 per share in a privately negotiated sale to WJRJJ Ventures, LLC under a Securities Purchase Agreement, leaving him with 3,907,038 shares held directly plus additional indirect holdings through several family trusts.
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Insights
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Insider Trade Summary
Net Seller: 144,068 shares
Net Sell
9 txns
Insider
FRIST ROBERT A JR
Role
CEO and Chairman
Sold
144,068 shs ($4.25M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F1 | 144,068 | $29.50 | $4.25M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 3,907,038 shares (Direct);
Common Stock — 10,000 shares (Indirect, The Carolyn Marie Frist 2005 Vested Trust);
Common Stock — 10,000 shares (Indirect, The Cate Merriman Frist 2005 Vested Trust);
Common Stock — 10,000 shares (Indirect, The Eleanor Knox Frist 2005 Vested Trust);
Common Stock — 18,335 shares (Indirect, Louise Trust u/a/d 08-16-2007);
Common Stock — 18,334 shares (Indirect, Merriman Trust u/a/d 08-16-2007);
Common Stock — 18,334 shares (Indirect, Marie Trust u/a/d 08-16-2007);
Common Stock — 18,334 shares (Indirect, Knox Trust u/a/d 08-16-2007);
Common Stock — 995,000 shares (Indirect, Bobby and Melissa Frist Children's 2012 GST-Exempt Trust)
Footnotes (1)
- F1. Pursuant to the terms of that certain Securities Purchase Agreement, dated September 11, 2026, by and among the Reporting Person, HealthStream, Inc. (the "Company"), and WJRJJ Ventures, LLC (the "Investor"), the Reporting Person sold 144,068 shares of Common Stock to the Investor at $29.50 per share, for an aggregate purchase price of $4.25 million in cash, in a privately negotiated sale.
Key Figures
Shares sold: 144,068 shares
Sale price per share: $29.50 per share
Aggregate purchase price: $4.25 million
+4 more
7 metrics
Shares sold
144,068 shares
Common Stock sold on September 14, 2026 by Robert A. Frist Jr.
Sale price per share
$29.50 per share
Price under the Securities Purchase Agreement with WJRJJ Ventures, LLC
Aggregate purchase price
$4.25 million
Cash received for 144,068 shares sold in the privately negotiated sale
Direct holdings after transaction
3,907,038 shares
Common Stock held directly by Robert A. Frist Jr. following the sale
Children's 2012 GST-Exempt Trust holdings
995,000 shares
Indirect Common Stock holdings in the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust
Individual 2005 vested trust holdings
10,000 shares each
Indirect holdings in three 2005 vested trusts for Carolyn, Cate Merriman, and Eleanor Knox Frist
2007 family trust holdings
18,334–18,335 shares each
Indirect holdings in four family trusts dated August 16, 2007
Key Terms
Securities Purchase Agreement, privately negotiated sale, aggregate purchase price, Common Stock, +1 more
5 terms
Securities Purchase Agreement financial
"Pursuant to the terms of that certain Securities Purchase Agreement, dated September 11, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
privately negotiated sale financial
"for an aggregate purchase price of $4.25 million in cash, in a privately negotiated sale"
A privately negotiated sale is a transaction where a buyer and a seller agree directly on the sale of securities or assets without using a public exchange or auction. Think of it like two neighbors agreeing on a price for a car rather than selling it at a public auction: the terms, timing and price are set privately. For investors it matters because these deals can change who controls shares, affect how many shares are available to trade, and provide limited public price information compared with market trades.
aggregate purchase price financial
"at $29.50 per share, for an aggregate purchase price of $4.25 million in cash"
The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.
Common Stock financial
"the Reporting Person sold 144,068 shares of Common Stock to the Investor"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
ten percent owner regulatory
"reporting person is marked as a ten percent owner of the issuer"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did HSTM report for CEO Robert A. Frist Jr.?
HSTM reported that Robert A. Frist Jr. sold 144,068 shares of Common Stock on September 14, 2026 at $29.50 per share in a privately negotiated transaction with WJRJJ Ventures, LLC, pursuant to a Securities Purchase Agreement dated September 11, 2026.
How much stock does the HSTM CEO hold after this Form 4 transaction?
After the sale, Robert A. Frist Jr. holds 3,907,038 shares of HSTM Common Stock directly. He also has indirect holdings through several trusts, including 995,000 shares in the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust and smaller amounts in multiple 2005 and 2007 family trusts.
Was the HSTM CEO’s September 2026 sale under a Rule 10b5-1 trading plan?
No. The filing indicates that no Rule 10b5-1 trading plan is reported for this transaction. The sale was described instead as a privately negotiated transaction under a Securities Purchase Agreement with WJRJJ Ventures, LLC.
AI-generated analysis. How Rhea-AI works. Not financial advice.
