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HealthStream, Inc. entered into a First Amendment to its Amended and Restated Revolving Credit Agreement with Truist Bank. The amendment revises the restricted payments covenant to allow dividends and share repurchases that do not increase the Company’s pro forma leverage ratio above 1.50:1.00, and to permit additional restricted payments in an aggregate amount up to $50,000,000, in each case so long as no default or event of default exists.
The Board of Directors also approved a new share repurchase program authorizing the Company to buy back up to $10,000,000 of its outstanding common stock. Repurchases may be made in the open market, under Rule 10b5-1 plans, through privately negotiated transactions, or otherwise, and the program will terminate on the earlier of September 12, 2026 or when the authorized amount has been fully used.
HealthStream Inc. director, CEO and Chairman Robert A. Frist Jr. reported a bona fide gift of 8,500 shares of common stock on January 3, 2024. The gift was made at a reported price of $0.00 per share, reflecting a transfer rather than a sale.
After this gift, Frist directly beneficially owned 4,048,052 shares of HealthStream common stock. The filing also lists additional shares held indirectly through various family and estate planning trusts, including 10,000 shares in the Carolyn Marie Frist 2005 Vested Trust and 995,000 shares in the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust.
HEALTHSTREAM INC director and CEO Robert A. Frist Jr. filed an amended insider report to correct a previously disclosed stock gift. The amendment clarifies that 10,500 shares of common stock were transferred as a bona fide gift on the reported date, rather than 8,500 shares as initially reported. The transaction carried a stated price of $0.0000 per share, consistent with a non-cash charitable or personal gift. Following this correction, Frist is shown as directly beneficially owning 4,048,052 shares of HealthStream common stock.
HealthStream Inc director and CEO Robert A. Frist Jr. corrected a prior insider report to reflect the full number of shares previously given away as a gift. The amended filing now shows that 527,918 shares of common stock were transferred by bona fide gift on December 15, 2025.
After this gift transfer, Frist directly beneficially owns 4,048,052 shares of HealthStream common stock. The amendment fixes an administrative error in an earlier amended Form 4, which had temporarily reduced the reported gift amount by 208 shares.
HealthStream Inc Executive Vice President Trisha L. Coady reported multiple equity transactions tied to restricted share units (RSUs). On February 27, 2026, she acquired 2,000 and 1,803 RSUs through exercises/conversions, which resulted in 3,803 shares of common stock being added to her direct holdings.
As part of the same event, 1,128 common shares were disposed of at $22.09 per share to cover tax liabilities, leaving her with 35,205 directly held common shares. Footnotes explain that each RSU converts into one share upon vesting and that vesting depends on continued service and performance criteria that were achieved for the 2025 performance period, triggering the relevant vesting tranches.
HealthStream Executive Vice President Michael Manning Collier reported equity award activity tied to restricted share units that vested based on performance. On February 27, 2026, he acquired 3,600 and 1,803 shares through RSU exercises at $0.00 per share, and 5,403 shares of common stock reflecting these conversions. To cover tax obligations, 1,602 shares of common stock were withheld at $22.09 per share. After these transactions, Collier directly owned 54,782 shares of HealthStream common stock. Footnotes explain that the RSUs vest over multiple years, contingent on continued service and achievement of annually established performance criteria, with performance goals for the 2025 period having been met.
HealthStream Inc.'s Chief Technology Officer Jeff Cunningham reported equity-related transactions tied to restricted share unit (RSU) vesting. He acquired 2,000 and 541 RSUs that converted into 2,541 shares of common stock, then 754 shares were withheld at $22.09 per share to cover tax liabilities, leaving 33,276 shares held directly.
HealthStream Inc. senior vice president Michael Scott McQuigg reported multiple equity transactions involving restricted share units (RSUs) and common stock. On February 27, 2026, he acquired 2,000 and 541 shares of common stock through the vesting and conversion of RSUs, reflecting previously granted performance-based awards.
He also acquired 2,541 shares of common stock in connection with these RSU conversions, bringing his direct common stock holdings to 31,708 shares before a tax-related share disposition. In a separate transaction coded "F", 754 shares were surrendered at $22.09 per share to cover tax liabilities, reducing his direct holdings to 30,954 shares.
The footnotes explain that each RSU represents a right to receive one share of common stock upon vesting, and that vesting is contingent on continued service and achievement of annual performance criteria. The criteria for performance periods ending December 31, 2025 were achieved, triggering partial vesting of these RSU awards on February 23, 2026 and February 27, 2026.
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.
HealthStream Inc. CFO and SVP Scott Alexander Roberts reported RSU vesting and related share movements. On February 27, 2026, he acquired 2,000 and 541 shares through the exercise or conversion of restricted share units, and 2,541 common shares were delivered from these awards.
To cover tax obligations, 754 common shares were withheld at a price of $22.09 per share in a tax-withholding disposition, rather than an open-market sale. After these transactions, he directly owned 32,563 shares of common stock.