HealthStream grants 13,856 RSUs to SVP

HealthStream’s Senior Vice President received time-based and performance-based RSU awards, increasing her equity-linked compensation.

Rhea-AI Filing Summary

HEALTHSTREAM INC (symbol: HSTM) is the issuer of record for a Form 4 filing submitted to the SEC. LoPresto Jennifer Hayes reported acquisition or exercise transactions in this Form 4 filing.

HEALTHSTREAM INC (HSTM) reported that Senior Vice President Jennifer Hayes LoPresto received three grants of restricted share units (RSUs) on September 18, 2026, covering an aggregate 13,856 RSUs, each representing the contingent right to receive one share of common stock upon vesting.

The 1,540 RSUs vest over four years with tranches of 15%, 20%, 30%, and 35% from September 18, 2027 through September 18, 2030, subject to continued service. The 9,237 RSUs vest in four equal annual installments beginning September 18, 2027. The 3,079 RSUs vest in up to four annual tranches from February 23, 2028 through February 23, 2031 based on performance criteria set annually by the Compensation Committee. After the reported transactions, she directly holds 6,585 shares of common stock. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 13,856 shares

Grant/Award 4 txns

Insider LoPresto Jennifer Hayes

Role Senior Vice President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units F1, F2, F3	1,540	$0.00	$0.00
Grant/Award	Restricted Share Units F1, F4, F3	9,237	$0.00	$0.00
Grant/Award	Restricted Share Units F1, F5, F3	3,079	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Share Units — 13,856 contracts (Direct); Common Stock — 6,585 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.

Key Figures

Time-based RSUs (tiered vesting): 1,540 RSUs Time-based RSUs (equal installments): 9,237 RSUs Performance-based RSUs: 3,079 RSUs +4 more

7 metrics

Time-based RSUs (tiered vesting) 1,540 RSUs Grant to Senior Vice President on September 18, 2026 with 15%/20%/30%/35% vesting

Time-based RSUs (equal installments) 9,237 RSUs Grant vesting annually in four equal installments beginning September 18, 2027

Performance-based RSUs 3,079 RSUs Grant vesting in up to four tranches from February 23, 2028 to February 23, 2031 based on performance

Aggregate RSUs granted 13,856 RSUs Total of three RSU grants on September 18, 2026

Direct common stock holdings 6,585 shares Common shares held directly after the reported transactions

First time-based vesting date September 18, 2027 Initial vesting date for both time-based RSU awards

Final performance-based vesting date February 23, 2031 Latest potential vesting date for the performance-based RSU award

Key Terms

Restricted Share Units, vesting schedule, performance criteria, Compensation Committee

4 terms

Restricted Share Units financial

"Each restricted share unit (RSU) represents the contingent right to receive one"

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."

Compensation Committee financial

"The performance criteria will be established on an annual basis by the Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

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

What equity awards did HSTM grant to Senior Vice President Jennifer Hayes LoPresto?

She received three RSU grants totaling 13,856 units on September 18, 2026: 1,540 RSUs with tiered vesting, 9,237 RSUs vesting in four equal annual installments, and 3,079 performance-based RSUs vesting over four performance periods.

How do the new RSUs for HSTM’s Senior Vice President vest over time?

The 1,540 RSUs vest 15%, 20%, 30%, and 35% from September 18, 2027–2030; the 9,237 RSUs vest in four equal annual installments starting September 18, 2027; the 3,079 RSUs may vest in up to four tranches from February 23, 2028–2031 based on performance.

Are the new HSTM RSU awards time-based or performance-based?

Two awards, 1,540 RSUs and 9,237 RSUs, are time-based with multi-year vesting contingent on continued service. The 3,079 RSUs are performance-based, with vesting tied to annual performance criteria set by the Compensation Committee and assessed over four performance periods.

What are Jennifer Hayes LoPresto’s direct common stock holdings in HSTM after these grants?

Following the reported transactions, Jennifer Hayes LoPresto directly holds 6,585 shares of HealthStream common stock, in addition to the newly granted restricted share units that will convert into shares only upon vesting.

Were the HSTM insider RSU grants made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported in connection with these RSU awards to Senior Vice President Jennifer Hayes LoPresto.

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

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Available on EDGAR 09/22/2026 - 04:11 PM Accepted by SEC EDGAR 09/22/2026 - 04:11 PM Learn about SEC filing dates

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^*

LoPresto Jennifer Hayes

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								6,585	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	(1)	09/18/2026		A		1,540		(2)	(3)	Common Stock	1,540	$0	1,540	D
Restricted Share Units	(1)	09/18/2026		A		9,237		(4)	(3)	Common Stock	9,237	$0	9,237	D
Restricted Share Units	(1)	09/18/2026		A		3,079		(5)	(3)	Common Stock	3,079	$0	3,079	D

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/ Jennifer H. LoPresto	09/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)