Cunningham Jeff 4

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.