O'Hara Kevin P 4
4 · HEALTHSTREAM INC · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
HealthStream (HSTM) EVP Kevin O'Hara Receives Vested RSUs; Shares Withheld
What Happened
- Kevin P. O'Hara, Executive Vice President of HealthStream (HSTM), had restricted stock units (RSUs) convert into 4,718 shares on Feb 27, 2026 (reported as derivative conversions). Of those, 1,399 shares were withheld to cover tax liabilities, resulting in proceeds of $30,904. The net shares issued to O'Hara after withholding were approximately 3,319 shares.
- Transaction types: M = conversion/exercise of RSU derivatives; F = shares withheld to pay tax liability. This was not an open-market purchase or sale — it was the vesting/conversion of performance-based RSUs.
Key Details
- Transaction date: February 27, 2026.
- Shares converted (gross): 4,718 RSUs → 4,718 shares.
- Shares withheld for taxes: 1,399 shares at $22.09 → $30,904 (reported as disposed to cover tax liability).
- Net shares delivered to insider: ~3,319 shares (4,718 − 1,399).
- Notable footnotes: These RSUs are performance- and service-conditioned. The applicable performance criteria for the 2025 period were met, triggering vesting for the applicable tranches on/around Feb 2026.
- Filing timeliness: Report filed the same day (Feb 27, 2026); no late filing indicated in the provided excerpt.
- Shares owned after transaction: Not reported in the provided excerpt.
Context
- This filing reflects vested RSUs converting into common stock, not an open-market buy or sale for investment purposes. The withholding of shares to satisfy tax obligations is routine when awards vest and does not necessarily indicate an insider view on the stock.
- For retail investors, purchases are generally more informative than routine vesting events; this transaction primarily reflects compensation vesting due to achieved performance goals.
Insider Transaction Report
Form 4
HEALTHSTREAM INCHSTM
O'Hara Kevin P
Executive Vice President
Transactions
- Exercise/Conversion
Common Stock Holding
[F1]2026-02-27+4,718→ 21,091 total - Tax Payment
Common Stock Holding
[F2]2026-02-27$22.09/sh−1,399$30,904→ 19,692 total - Exercise/Conversion
Restricted Share Units
[F3][F4][F5]2026-02-27−2,000→ 4,500 totalExercise: $0.00→ Common Stock (2,000 underlying) - Exercise/Conversion
Restricted Share Units
[F3][F6][F5]2026-02-27−915→ 4,575 totalExercise: $0.00→ Common Stock (915 underlying) - Exercise/Conversion
Restricted Share Units
[F3][F7][F5]2026-02-27−1,803→ 10,220 totalExercise: $0.00→ Common Stock (1,803 underlying)
Footnotes (7)
- [F1]Shares acquired on vesting of restricted share units.
- [F2]Shares withheld for payment of tax liability.
- [F3]Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
- [F4]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.
- [F5]Not applicable.
- [F6]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.
- [F7]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.
Signature
/s/ Kevin P. O'Hara|2026-02-27