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HealthStream Insider Report: RSU Vesting and Tax Withholding Recorded

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HealthStream (HSTM) Form 4: Senior Vice President Scott Fenstermacher reported routine equity activity tied to vesting restricted share units and customary tax withholding. On 09/29/2025 he had 652 shares issued upon RSU vesting, increasing his nominal holdings to 16,678 shares, and 221 shares were withheld/disposed at $29.08, leaving 16,457 shares beneficially owned. The filing also records conversion of RSUs into common stock: 422 RSUs and 230 RSUs were recorded as vested-derived share amounts with post-transaction direct ownership tallies of 1,371 and 1,306 respectively. The RSUs each represent one share and vest on multi-year schedules contingent on continued service per the explained vesting timelines.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine, non-material insider vesting and tax-withheld disposition; no clear signal of change in company outlook.

The Form 4 documents standard compensation-related equity events: RSU vesting produced 652 shares and simultaneous withholding/disposition of 221 shares at $29.08 to cover taxes. The net change leaves the reporting person with 16,457 shares beneficially owned. These transactions arise from compensation mechanics rather than open-market trading for diversification or signaling; therefore they are typically neutral for valuation models. The recorded RSU schedules clarify multi-year vesting contingencies tied to continued service.

TL;DR: Compensation-driven equity vesting and withholding; standard governance disclosure consistent with Section 16 filing requirements.

The filing meets disclosure expectations: it specifies the source of shares (RSU vesting), tax withholding via share disposition, exact counts, and the applicable vesting schedules. No unusual acceleration, derivative restructuring, or related-party transactions are reported. From a governance perspective, these are routine actions arising from executive compensation plans and do not indicate a governance concern or material change in insider alignment with shareholders.

Insider Fenstermacher Scott
Role Senior Vice President
Type Security Shares Price Value
Exercise Restricted Share Units 422 $0.00 $0.00
Exercise Restricted Share Units 230 $0.00 $0.00
Exercise Common Stock Holding 652 $0.00 $0.00
Exercise Price or Tax Liability Common Stock Holding 221 $29.08 $6K
Holdings After Transaction: Restricted Share Units — 2,677 shares (Direct); Common Stock Holding — 16,457 shares (Direct)
Footnotes (6)
  1. F1. Shares acquired on vesting of restricted share units.
  2. F2. Shares withheld for payment of tax liability.
  3. F3. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
  4. F4. 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. F5. Not applicable.
  6. F6. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transactions did Scott Fenstermacher report on Form 4 for HSTM?
He reported 652 shares issued upon RSU vesting and 221 shares disposed/withheld at $29.08 on 09/29/2025.

How many HSTM shares does the reporting person beneficially own after these transactions?
The Form 4 shows 16,457 shares beneficially owned following the reported transactions.

What do the reported RSUs represent and how do they vest?
Each RSU represents the contingent right to one share. The filing details multi-year vesting schedules with percentages vesting in specified years contingent on continued service.

Were any derivative securities exercised or disposed of?
The Form 4 reflects conversion of RSUs into common stock (422 and 230 RSUs recorded) rather than option exercises; prices are shown as $0 because RSUs convert upon vesting.

Why were shares withheld or disposed in this filing?
The filing states shares were withheld for payment of tax liability, a common practice when RSUs vest.
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*
Fenstermacher Scott
(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)
Senior 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 652(1) A $0 16,678 D
Common Stock Holding 09/29/2025 F 221(2) D $29.08 16,457 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 422 (4) (5) Common Stock 422 $0 1,371 D
Restricted Share Units $0(3) 09/29/2025 M 230 (6) (5) Common Stock 230 $0 1,306 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/ Scott Fenstermacher 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.

Source: View Original Filing on SEC EDGAR