O'Hara Kevin P 4

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.