HealthStream (HSTM) EVP vests 5,672 RSU shares; 1,382 withheld

Rhea-AI Filing Summary

HealthStream Executive Vice President Kevin P. O'Hara reported routine equity compensation activity. On March 30, 2026, multiple batches of restricted share units vested and were converted into a total of 5,672 shares of common stock at a stated exercise price of $0.00 per share.

To cover related tax obligations, 1,382 common shares were disposed of through a tax-withholding transaction at $21.25 per share, rather than through an open-market sale. After these transactions, O'Hara directly holds 23,982 shares of HealthStream common stock. The filing shows no remaining derivative positions tied to these restricted share units.

Insider Trade Summary

5,672 shares exercised/converted

Mixed 7 txns

Insider O'Hara Kevin P

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	356	$0.00	--
Exercise	Restricted Share Units	448	$0.00	--
Exercise	Restricted Share Units	686	$0.00	--
Exercise	Restricted Share Units	1,722	$0.00	--
Exercise	Restricted Share Units	2,460	$0.00	--
Exercise	Common Stock Holding	5,672	$0.00	--
Tax Withholding	Common Stock Holding	1,382	$21.25	$29K

Holdings After Transaction: Restricted Share Units — 2,020 shares (Direct); Common Stock Holding — 25,364 shares (Direct)

Footnotes (1)

1. Shares acquired on vesting of restricted share units. Shares withheld for payment of tax liability. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 19, 2026, 20% vest on March 19, 2027, 30% vest on March 19, 2028, and the remaining 35% vest on March 19, 2029. Not applicable. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 20, 2025, 20% vest on March 20, 2026, 30% vest on March 20, 2027, and the remaining 35% vest on March 20, 2028. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 22, 2024, 20% vest on March 22, 2025, 30% vest on March 22, 2026, and the remaining 35% vest on March 22, 2027. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 23, 2023, 20% vest on March 23, 2024, 30% vest on March 23, 2025, and the remaining 35% vest on March 23, 2026. 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 March 23, 2023 for the period January 1, 2022 through December 31, 2022; 20% vest on March 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on March 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on March 23, 2026 for the period January 1, 2025 through December 31, 2025; and 25% vest on March 23, 2027 for the period January 1, 2026 through December 31, 2026. 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 March 23, 2026.

Key Figures

RSU shares vested: 5,672 shares Tax-withheld shares: 1,382 shares Tax withholding price: $21.25 per share +3 more

6 metrics

RSU shares vested 5,672 shares Restricted share units converted to common stock on March 30, 2026

Tax-withheld shares 1,382 shares Shares withheld to pay tax liability at $21.25 per share

Tax withholding price $21.25 per share Price used for F-code tax-withholding disposition

Direct holdings after transactions 23,982 shares Common stock directly owned after March 30, 2026 activity

RSU-to-stock ratio 1:1 Each RSU represents the right to receive one share upon vesting

Derivative exercises 5,672 shares Exercise or conversion of RSUs classified as derivative exercises

Key Terms

Restricted share units, tax-withholding disposition, contingent right, vesting schedule, +1 more

5 terms

Restricted share units financial

"Shares acquired on vesting of restricted share units."

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.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

contingent right financial

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

vesting schedule financial

"The RSUs are subject to a four year vesting schedule, contingent upon continued service"

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 and the achievement of certain performance criteria."

Form 4 Insider Transactions: What Each Field Means →

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^*

O'Hara Kevin P

(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)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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 Holding	03/30/2026		M		5,672(1)	A	$0	25,364	D
Common Stock Holding	03/30/2026		F		1,382(2)	D	$21.25	23,982	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)	03/30/2026		M			356	(4)	(5)	Common Stock	356	$0	2,020	D
Restricted Share Units	$0(3)	03/30/2026		M			448	(6)	(5)	Common Stock	448	$0	1,456	D
Restricted Share Units	$0(3)	03/30/2026		M			686	(7)	(5)	Common Stock	686	$0	800	D
Restricted Share Units	$0(3)	03/30/2026		M			1,722	(8)	(5)	Common Stock	1,722	$0	0	D
Restricted Share Units	$0(3)	03/30/2026		M			2,460	(9)	(5)	Common Stock	2,460	$0	3,076	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 March 19, 2026, 20% vest on March 19, 2027, 30% vest on March 19, 2028, and the remaining 35% vest on March 19, 2029.

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 March 20, 2025, 20% vest on March 20, 2026, 30% vest on March 20, 2027, and the remaining 35% vest on March 20, 2028.

7. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 22, 2024, 20% vest on March 22, 2025, 30% vest on March 22, 2026, and the remaining 35% vest on March 22, 2027.

8. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 23, 2023, 20% vest on March 23, 2024, 30% vest on March 23, 2025, and the remaining 35% vest on March 23, 2026.

9. 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 March 23, 2023 for the period January 1, 2022 through December 31, 2022; 20% vest on March 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on March 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on March 23, 2026 for the period January 1, 2025 through December 31, 2025; and 25% vest on March 23, 2027 for the period January 1, 2026 through December 31, 2026. 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 March 23, 2026.

	/s/ Kevin P. O'Hara	03/30/2026
	** 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)

FAQ

What did HealthStream (HSTM) EVP Kevin O'Hara report in this Form 4?

Kevin O'Hara reported routine equity compensation activity. Several restricted share unit grants vested into 5,672 shares of common stock, with a portion of the shares automatically withheld to satisfy related tax obligations under the company’s compensation arrangements.

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

O'Hara acquired 5,672 shares of HealthStream common stock when his restricted share units vested at a stated exercise price of $0.00. Each vested RSU converted into one share of common stock, consistent with the plan’s terms described in the footnotes.

Why were 1,382 HealthStream (HSTM) shares disposed of in this filing?

The filing shows 1,382 shares were disposed of at $21.25 per share to pay tax liabilities. This is coded as an F transaction, meaning shares were withheld for taxes, not sold in the open market, and is typical for RSU vesting events.

What are the vesting terms for Kevin O'Hara’s HealthStream (HSTM) RSUs?

The RSU awards follow four-year vesting schedules, generally with 15% vesting in year one, 20% in year two, 30% in year three, and 35% in year four, contingent on continued service and, for some awards, achievement of specified performance criteria each year.

How many HealthStream (HSTM) shares does Kevin O'Hara hold after these transactions?

After the RSU vesting and tax-withholding disposition, O'Hara directly holds 23,982 shares of HealthStream common stock. This figure reflects his updated direct ownership position following the conversion of restricted share units and the related tax share withholdings.

Do the performance-based RSUs for HealthStream (HSTM) depend on specific targets?

Yes. One RSU grant vests based on performance criteria set annually by the Compensation Committee, tied to periods such as January 1 through December 31 of each year. Vesting amounts depend on actual performance against those established metrics over each performance period.