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HEALTHSTREAM INC·4

Mar 30, 9:22 PM ET

Cunningham Jeff 4

4 · HEALTHSTREAM INC · Filed Mar 30, 2026

Research Summary

AI-generated summary of this filing

Updated

HealthStream (HSTM) CTO Jeff Cunningham Vests RSUs, Withholds Shares

What Happened

  • Jeff Cunningham, Chief Technology Officer of HealthStream (HSTM), had restricted stock units (RSUs) convert into 5,601 shares on March 30, 2026. The RSUs converted at $0.00 (typical of RSU vesting rather than an option exercise).
  • Of the vested shares, 1,364 shares were withheld to satisfy tax withholding obligations at $21.25 per share, totaling $28,985. After withholding, Cunningham received a net 4,237 shares.

Key Details

  • Transaction date: March 30, 2026. Conversion price reported as $0.00 for the RSU-to-share conversion; tax-withheld shares priced at $21.25 each.
  • Shares vested/converted: 5,601. Shares withheld for taxes: 1,364 (value $28,985). Net shares delivered to insider: 4,237.
  • Transaction codes: M = exercise/conversion of derivative (here, RSU conversion); F = payment of tax liability via share withholding.
  • Footnotes: F1–F3 note these were shares acquired on vesting of RSUs and that each RSU equals one share; F4–F9 describe various four-year vesting schedules and that some awards have performance-based vesting (see filing for full details).
  • Filing timeliness: Reported and filed with a report period of 2026-03-30; no late filing indicated in the provided data.
  • Total beneficial ownership after this transaction is not stated in the excerpt of the filing provided here.

Context

  • This was an RSU vesting and tax-withholding transaction, a routine form of compensation settlement for executives. Withholding shares to cover taxes is common and does not necessarily indicate a voluntary sale or change in sentiment.
  • For retail investors: vesting/Award transactions show executive compensation being realized; purchases are generally more informative as bullish signals, while vesting-withholdings are typically administrative.

Insider Transaction Report

Form 4
Period: 2026-03-30
HEALTHSTREAM INCHSTM
Cunningham Jeff
Chief Technology Officer
Transactions
  • Exercise/Conversion

    Common Stock Holding

    [F1]
    2026-03-30+5,601→ 38,877 total
  • Tax Payment

    Common Stock Holding

    [F2]
    2026-03-30$21.25/sh−1,364$28,985→ 37,513 total
  • Exercise/Conversion

    Restricted Share Units

    [F3][F4][F5]
    2026-03-30−285→ 1,616 total
    Exercise: $0.00→ Common Stock (285 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F3][F6][F5]
    2026-03-30−448→ 1,456 total
    Exercise: $0.00→ Common Stock (448 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F3][F7][F5]
    2026-03-30−686→ 800 total
    Exercise: $0.00→ Common Stock (686 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F3][F8][F5]
    2026-03-30−2,460→ 3,076 total
    Exercise: $0.00→ Common Stock (2,460 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F3][F9][F5]
    2026-03-30−1,722→ 0 total
    Exercise: $0.00→ Common Stock (1,722 underlying)
Footnotes (9)
  • [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]The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 19, 2026, 20% vest on March 19, 2027, 30% vest on March 19, 2028, and the remaining 35% vest on March 19, 2029.
  • [F5]Not applicable.
  • [F6]The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 20, 2025, 20% vest on March 20, 2026, 30% vest on March 20, 2027, and the remaining 35% vest on March 20, 2028.
  • [F7]The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 22, 2024, 20% vest on March 22, 2025, 30% vest on March 22, 2026, and the remaining 35% vest on March 22, 2027.
  • [F8]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 March 23, 2023 for the period January 1, 2022 through December 31, 2022; 20% vest on March 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on March 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on March 23, 2026 for the period January 1, 2025 through December 31, 2025; and 25% vest on March 23, 2027 for the period January 1, 2026 through December 31, 2026. 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 March 23, 2026.
  • [F9]The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 23, 2023, 20% vest on March 23, 2024, 30% vest on March 23, 2025, and the remaining 35% vest on March 23, 2026.
Signature
/s/ Jeff Cunningham|2026-03-30

Documents

1 file
  • 4
    rdgdoc.xmlPrimary

    FORM 4