Were Trisha Coady’s HealthStream (HSTM) share dispositions open-market sales?

The 1,128-share disposition was reported under code F, meaning shares were withheld to cover tax liabilities. This indicates a tax-withholding disposition of shares received from RSU vesting, not an open-market sale initiated for portfolio reasons.

HealthStream (NASDAQ: HSTM) EVP vests RSUs, withholds shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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.

Insider Trade Summary

3,803 shares exercised/converted

Mixed 4 txns

Insider Coady Trisha L

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	2,000	$0.00	--
Exercise	Restricted Share Units	1,803	$0.00	--
Exercise	Common Stock Holding	3,803	$0.00	--
Tax Withholding	Common Stock Holding	1,128	$22.09	$25K

Holdings After Transaction: Restricted Share Units — 4,500 shares (Direct); Common Stock Holding — 36,333 shares (Direct)

Footnotes (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 →

02/27/2026 - 04:38 PM

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^*

Coady Trisha L

(Last)

(First)

(Middle)

500 11TH AVENUE NORTH

SUITE 850

(Street)

NASHVILLE

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Holding	02/27/2026		M		3,803⁽¹⁾	A	$0	36,333	D
Common Stock Holding	02/27/2026		F		1,128⁽²⁾	D	$22.09	35,205	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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			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/ Trisha L. Coady	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) EVP Trisha Coady report?

Executive Vice President Trisha Coady reported RSU-related transactions, including exercises that delivered 3,803 common shares and a disposition of 1,128 shares for taxes. These changes reflect equity compensation vesting rather than open-market buying or selling activity.

How many HealthStream (HSTM) shares does Trisha Coady hold after this Form 4?

After the reported transactions, Trisha Coady directly holds 35,205 shares of HealthStream common stock. This figure reflects RSU vesting into common shares and shares withheld to satisfy tax obligations associated with those equity awards.

What triggers vesting of Trisha Coady’s HealthStream (HSTM) RSUs?

Her RSUs vest based on continued service and achievement of performance criteria set annually by the Compensation Committee. Footnotes state performance goals for the January 1, 2025 to December 31, 2025 period were achieved, causing specific vesting tranches to convert into shares.

How many RSUs did Trisha Coady exercise or convert at HealthStream (HSTM)?

She exercised or converted two RSU awards totaling 2,000 and 1,803 units. Each RSU represents the right to receive one common share upon vesting, so these transactions together delivered 3,803 shares of HealthStream common stock to her direct ownership.

Are Trisha Coady’s HealthStream (HSTM) RSUs time-based or performance-based?

The RSUs are performance-based and contingent on continued service. Vesting percentages are tied to specific calendar-year performance periods, with the Compensation Committee establishing annual performance criteria that must be met before scheduled tranches vest into common shares.