GORDON FRANK 4

What Happened

• Gordon Frank, a director of HealthStream, received equity awards on May 28, 2026 as compensation for board service. He was issued 1,482 shares at an attributed price of $24.63 (total value ~$36,502) and was granted 3,654 restricted stock units (RSUs) with a $0 acquisition price (derivative award).

Key Details

• Transaction date: 2026-05-28; Form 4 filed: 2026-06-01 (filed within the normal SEC window).
• Shares issued: 1,482 common shares at $24.63 each (total ~$36,502).
• RSUs granted: 3,654 units at $0.00 (each RSU represents the right to one share upon vesting).
• Vesting: RSUs vest over three years, annually in three equal installments beginning May 28, 2027 (contingent on continued service).
• Reason: 1,482 shares represent the election to receive stock instead of cash for board fees (routine director compensation).
• Shares owned after the transaction: not reported in the provided excerpt.

Context

• These transactions are compensation awards, not open-market purchases or sales; such grants are common for non-employee directors and reflect pay structure rather than a direct buy/sell signal.
• RSUs are derivative awards that convert into shares only upon vesting; they do not provide immediately tradable stock until vested and delivered.