McQuigg Michael Scott 4

What Happened

• Michael Scott McQuigg, Senior Vice President of HealthStream (HSTM), had restricted stock units (RSUs) vest and convert into 2,541 shares on February 27, 2026 (reported on Form 4). No cash exercise price was required (conversion recorded at $0.00).
• To cover tax withholding, 754 of the vested shares were withheld/disposed at $22.09 per share, resulting in $16,656 paid for tax liabilities. The remaining 1,787 shares from the vesting were issued to McQuigg.

Key Details

• Transaction date: 2026-02-27. Report filed same day (period of report 2026-02-27).
• Reported entries: conversion/exercise of derivatives (code M) for 2,541 shares @ $0.00 (acquired); withholding/payment of tax liability (code F) for 754 shares @ $22.09 (disposed) = $16,656. Additional M-coded entries in the filing reflect conversion mechanics related to the awards.
• Shares owned after transaction: not specified in this filing.
• Footnotes: these shares were RSUs that vested contingent on continued service and performance metrics; the applicable performance criteria for the 2025 period were met, triggering vesting (see filing footnotes). Shares were withheld to satisfy tax withholding obligations (routine).
• Transaction codes explained: M = exercise/conversion of derivative (RSU conversion); F = disposition for tax withholding.

Context

• This was a vesting of performance-based RSUs, not an open-market purchase or active sale by the insider. The withholding of shares to pay taxes is a routine administrative step and does not necessarily indicate a change in insider sentiment.
• Because the conversion involved no cash exercise price, it is effectively the issuing of shares upon vesting rather than a market purchase.