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|4Feb 27, 4:37 PM ET

Cunningham Jeff 4

4 · HEALTHSTREAM INC · Filed Feb 27, 2026

Research Summary

AI-generated summary of this filing

Updated

HealthStream (HSTM) CTO Jeff Cunningham Receives 2,541 RSUs

What Happened

  • Jeff Cunningham, Chief Technology Officer of HealthStream (HSTM), had restricted stock units (RSUs) vest on February 27, 2026, resulting in 2,541 shares being issued. Of those, 754 shares were withheld to cover tax withholding at $22.09 per share, generating $16,656.
  • The filing shows the conversion/exercise of two RSU awards (2,000 and 541 shares) totaling 2,541 shares (transaction code M for exercise/conversion) and a tax-withholding disposition (transaction code F).

Key Details

  • Transaction date: 2026-02-27.
  • Vesting/issuance: 2,541 shares (RSUs converted to common stock).
  • Tax withholding: 754 shares withheld at $22.09 = $16,656 (reported as a disposition).
  • Relevant footnotes: RSUs represent the right to one share upon vesting (F3); vesting is performance- and service-contingent and the 2025 performance period was achieved, triggering the applicable partial vesting (F6/F4); withheld shares used to pay tax liability (F2).
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Filing timeliness: Reported on 2026-02-27 (no late filing indicated).

Context

  • This was a routine, compensation-related vesting of performance-based RSUs rather than an open-market purchase or voluntary sale. The withholding of shares to satisfy tax obligations is a common administrative step and does not necessarily indicate a change in insider conviction. Transaction codes: M = exercise/conversion of derivative (RSU conversion here); F = shares withheld/used to pay tax liability.

Insider Transaction Report

Form 4
Period: 2026-02-27
HEALTHSTREAM INCHSTM
Cunningham Jeff
Chief Technology Officer
Transactions
  • Exercise/Conversion

    Common Stock Holding

    [F1]
    2026-02-27+2,541→ 34,030 total
  • Tax Payment

    Common Stock Holding

    [F2]
    2026-02-27$22.09/sh−754$16,656→ 33,276 total
  • Exercise/Conversion

    Restricted Share Units

    [F3][F4][F5]
    2026-02-27−2,000→ 4,500 total
    Exercise: $0.00→ Common Stock (2,000 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F3][F6][F5]
    2026-02-27−541→ 3,065 total
    Exercise: $0.00→ Common Stock (541 underlying)
Footnotes (6)
  • [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. 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/ Jeff Cunningham|2026-02-27

Documents

1 file
  • 4
    rdgdoc.xmlPrimary

    FORM 4