O'Hara Kevin P 4

4 · HEALTHSTREAM INC · Filed Mar 30, 2026

Research Summary

AI-generated summary of this filing

Updated Mar 31, 2026

HealthStream (HSTM) EVP Kevin O'Hara Receives RSU Shares

What Happened
Kevin P. O'Hara, Executive Vice President of HealthStream (HSTM), had restricted stock units (RSUs) convert into 5,672 shares on March 30, 2026. Of those vested shares, 1,382 were withheld to cover tax liabilities (withholding price reported at $21.25, proceeds ~$29,368), leaving a net delivery of 4,290 shares to O'Hara. The filing records the conversion of RSUs (derivative code M) and the tax-withholding disposition (code F).

Key Details

Transaction date: March 30, 2026. Withholding price shown: $21.25 per share. Withheld shares value: $29,368.
Gross shares vested/converted: 5,672; shares withheld for taxes: 1,382; net shares delivered: 4,290. Implied value of net shares at $21.25 ≈ $91,163.
Relevant footnotes: F1 = shares acquired on vesting of RSUs; F2 = shares withheld to pay tax liability; F3 = each RSU equals one share upon vesting. The filing includes multi-year vesting schedules in its footnotes.
Filing timing: Reported with the same transaction date (3/30/2026), so appears to be timely based on the provided data.
Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld for tax payment.

Context

This was not an open-market sale or purchase — it was the vesting/conversion of RSUs and a routine tax withholding (common practice known as net settlement). Such transactions typically reflect compensation vesting rather than a trading decision.
No 10% owner or trading-plan flags are indicated in the provided excerpt.
Shares owned after the transaction were not specified in the provided data.

Insider Transaction Report

Form 4

Period: 2026-03-30

HEALTHSTREAM INCHSTM

O'Hara Kevin P

Executive Vice President

Transactions

Exercise/Conversion
Common Stock Holding
[F1]
2026-03-30+5,672→ 25,364 total
Tax Payment
Common Stock Holding
[F2]
2026-03-30$21.25/sh−1,382$29,368→ 23,982 total
Exercise/Conversion
Restricted Share Units
[F3][F4][F5]
2026-03-30−356→ 2,020 total
Exercise: $0.00→ Common Stock (356 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]
2026-03-30−1,722→ 0 total
Exercise: $0.00→ Common Stock (1,722 underlying)
Exercise/Conversion
Restricted Share Units
[F3][F9][F5]
2026-03-30−2,460→ 3,076 total
Exercise: $0.00→ Common Stock (2,460 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]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.
[F9]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.

Signature

/s/ Kevin P. O'Hara|2026-03-30

Documents

1 file

4
rdgdoc.xmlPrimary
FORM 4