HealthStream (HSTM) 10% Owner Robert A. Frist Receives RSU Award

What Happened
Robert A. Frist, a reported 10% owner of HealthStream, was granted three awards of restricted stock units (RSUs) on September 18, 2026: 2,566 RSUs, 15,395 RSUs, and 5,132 RSUs (total 23,093 RSUs). Each award was recorded as a derivative grant at $0.00 per unit (typical for RSU grants); no cash purchase or sale occurred. These RSUs represent contingent rights to receive common shares if and when they vest.

Key Details

• Transaction date: 2026-09-18; Form 4 filed 2026-09-22 (timely filing).
• Transaction code: A = Award/Grant (derivative grant of RSUs).
• Grant amounts: 2,566 RSUs; 15,395 RSUs; 5,132 RSUs — total 23,093 RSUs. Reported price per unit: $0.00 (grant).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Vesting / conditions (from footnotes):
  • RSUs convert to one share upon vesting (F1).
  • Some RSUs vest over four years with scheduled percentages of 15% (9/18/2027), 20% (9/18/2028), 30% (9/18/2029), and 35% (9/18/2030) (F2).
  • Some RSUs vest annually in four equal installments beginning 9/18/2027 (F4).
  • Some RSUs are performance‑based: up to 25% may vest for each annual performance period (Feb 23 of 2028, 2029, 2030, 2031) subject to achievement of goals; unvested amounts may roll into the next period (F5).
  • F3: Not applicable.
• No tax‑withholding sale or immediate cashless exercise reported.

Context
These grants are awards of RSUs (not open‑market purchases or sales), so they do not immediately change the insider’s share count until vesting occurs. Because Frist is a 10% owner, this filing reports a material holder’s award rather than an ordinary employee open‑market trade; such grants are common compensation or retention tools and are subject to time and/or performance conditions.