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RSU vesting boosts HealthStream (NASDAQ: HSTM) EVP share holdings

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

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider Collier Michael Manning
Role Executive Vice President
Type Security Shares Price Value
Exercise Restricted Share Units 3,600 $0.00 --
Exercise Restricted Share Units 1,803 $0.00 --
Exercise Common Stock Holding 5,403 $0.00 --
Tax Withholding Common Stock Holding 1,602 $22.09 $35K
Holdings After Transaction: Restricted Share Units — 8,100 shares (Direct); Common Stock Holding — 56,384 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. 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. Not applicable. 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.
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*
Collier Michael Manning
(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 5,403(1) A $0 56,384 D
Common Stock Holding 02/27/2026 F 1,602(2) D $22.09 54,782 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 3,600 (4) (5) Common Stock 3,600 $0 8,100 D
Restricted Share Units $0(3) 02/27/2026 M 1,803 (6) (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. 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/ Michael M. Collier 02/27/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did HealthStream (HSTM) report for Michael Manning Collier?

HealthStream’s Executive Vice President Michael Manning Collier reported RSU-based transactions. He acquired shares through restricted share unit vesting and related conversions, and had a portion of shares withheld to satisfy tax obligations tied to those equity awards.

How many HealthStream shares did Michael Manning Collier acquire or convert?

Collier acquired shares through RSU activity, including 3,600 and 1,803 restricted share units and 5,403 shares of common stock from derivative conversion. These moves reflect equity compensation vesting rather than open-market buying of HealthStream stock.

Were any HealthStream (HSTM) shares disposed of in this Form 4 filing?

Yes. The filing shows 1,602 shares of HealthStream common stock were disposed of. According to the disclosure, these shares were withheld to pay tax liabilities arising from the vesting and exercise of restricted share units awarded to the executive.

What price was used for the tax-withholding disposition of HealthStream shares?

The tax-withholding disposition used a per-share value of $22.09. This price applied to 1,602 shares withheld to satisfy Collier’s tax obligations from his restricted share unit vesting and associated equity award activity at HealthStream.

How many HealthStream shares does Michael Manning Collier own after these transactions?

After the reported transactions, Collier directly owns 54,782 shares of HealthStream common stock. This balance reflects the net effect of RSU conversions that increased his holdings and shares withheld to cover taxes related to those vesting equity awards.

How do Collier’s HealthStream restricted share units vest over time?

The filing explains that his RSUs vest over several years, contingent on continued service and meeting performance criteria. Specific percentages vest on scheduled February dates, with performance goals set annually by HealthStream’s Compensation Committee and vesting determined by actual results.