HealthStream (HSTM) EVP gains RSU shares, withholds stock for taxes

Rhea-AI Filing Summary

HealthStream Inc. Executive Vice President Kevin P. O’Hara reported RSU vesting and related tax withholding transactions. On February 27, 2026, he acquired 4,718 shares of common stock at $0.00 per share through the exercise and conversion of restricted share units as they vested.

Footnotes state these shares were acquired upon vesting of RSUs, each representing one share of common stock. A separate transaction disposed of 1,399 shares of common stock at $22.09 per share to satisfy tax liabilities due on the vesting. Additional footnotes describe multi-year performance-based vesting schedules, with performance criteria for the January 1, 2025 through December 31, 2025 period achieved, triggering a portion of the RSU vesting on the February 2026 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

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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^*

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock Holding	02/27/2026		M		4,718(1)	A	$0	21,091	D
Common Stock Holding	02/27/2026		F		1,399(2)	D	$22.09	19,692	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)	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			915	(6)	(5)	Common Stock	915	$0	4,575	D
Restricted Share Units	$0(3)	02/27/2026		M			1,803	(7)	(5)	Common Stock	1,803	$0	10,220	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. 10% vest on February 23, 2025 for the period July 1, 2024 through December 31, 2024; 15% 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; 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027; and 30% vest on February 23, 2029 for the period January 1, 2028 through December 31, 2028. Vesting is 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 23, 2026.

7. 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/ Kevin P. O'Hara	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What did HealthStream (HSTM) Executive Vice President Kevin O’Hara report in this Form 4?

Kevin O’Hara reported vesting of restricted share units that converted into common stock and a related tax-withholding share disposition. He acquired 4,718 common shares at no cost and had 1,399 shares withheld at $22.09 per share to cover tax liabilities.

How many HealthStream (HSTM) shares did Kevin O’Hara acquire through RSU vesting?

He acquired 4,718 shares of HealthStream common stock upon vesting of restricted share units. The filing shows multiple RSU conversion transactions on February 27, 2026, each at $0.00 per share, reflecting the exercise or conversion of previously granted RSU awards into common stock.

Why were 1,399 HealthStream (HSTM) shares disposed of in Kevin O’Hara’s Form 4?

The 1,399 shares were withheld to pay tax liabilities arising from RSU vesting. A footnote explains this disposition was for tax withholding, with the shares valued at $22.09 each, rather than an open-market sale initiated for investment or trading purposes.

What are restricted share units (RSUs) in the context of HealthStream (HSTM)?

Restricted share units represent a contingent right to receive common stock upon vesting. A footnote states that each RSU equals one HealthStream common share, delivered when vesting conditions are met, such as continued service and achievement of performance criteria set by the Compensation Committee.

What performance-based vesting conditions apply to Kevin O’Hara’s HealthStream (HSTM) RSUs?

The RSUs vest based on continued service and performance criteria set annually by the Compensation Committee. Footnotes outline schedules through 2028 and 2030, and state that performance criteria for January 1, 2025 to December 31, 2025 were achieved, causing specified portions to vest in February 2026.

Does the Form 4 indicate that Kevin O’Hara made any open-market purchases or sales of HealthStream (HSTM) stock?

The transactions involve RSU conversions and tax-withholding dispositions rather than open-market trades. Code M entries reflect derivative exercises of RSUs into common stock, while the code F transaction reflects shares withheld to satisfy tax obligations tied to the vesting events.