SEC Form 4 · accession 0001437749-26-030919
HEALTHSTREAM INC · HSTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert A Frist Jr.
Officer — CEO and Chairman · Director · 10% Owner
Period of report
Sep 18, 2026
Accepted (ET)
Sep 22, 2026 · 4:19 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001095565
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 3,907,038 | D | ||
| Common Stock | holding | — | — | — | 10,000 | I | The Carolyn Marie Frist 2005 Vested Trust | |
| Common Stock | holding | — | — | — | 10,000 | I | The Cate Merriman Frist 2005 Vested Trust | |
| Common Stock | holding | — | — | — | 10,000 | I | The Eleanor Knox Frist 2005 Vested Trust | |
| Common Stock | holding | — | — | — | 18,335 | I | Louise Trust u/a/d 08-16-2007 | |
| Common Stock | holding | — | — | — | 18,334 | I | Merriman Trust u/a/d 08-16-2007 | |
| Common Stock | holding | — | — | — | 18,334 | I | Marie Trust u/a/d 08-16-2007 | |
| Common Stock | holding | — | — | — | 18,334 | I | Knox Trust u/a/d 08-16-2007 | |
| Common Stock | holding | — | — | — | 995,000 | I | Bobby and Melissa Frist Children's 2012 GST-Exempt Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF1,F2,F3 | — | Sep 18, 2026 | A | 2,566 | A | — | — | Common Stock | 2,566 | 2,566 | D |
| Restricted Share UnitsF1,F4,F3 | — | Sep 18, 2026 | A | 15,395 | A | — | — | Common Stock | 15,395 | 15,395 | D |
| Restricted Share UnitsF1,F5,F3 | — | Sep 18, 2026 | A | 5,132 | A | — | — | Common Stock | 5,132 | 5,132 | D |
Explanation of responses
- F1Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
- F2The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on September 18, 2027, 20% vest on September 18, 2028, 30% vest on September 18, 2029, and the remaining 35% vest on September 18, 2030.
- F3Not applicable.
- F4The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. The RSUs vest annually beginning September 18, 2027 in four equal installments.
- F5Vesting 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. Up to 25% vest on February 23, 2028 for the period January 1, 2027 through December 31, 2027; up to 25% vest on February 23, 2029 for the period January 1, 2028 through December 31, 2028; up to 25% vest on February 23, 2030 for the period January 1, 2029 through December 31, 2029; and up to 25% vest on February 23, 2031 for the period January 1, 2030 through December 31, 2030. Vesting will be determined based on actual performance. RSUs that do not vest during a performance period may become eligible for vesting during the next performance period.