Transaction Details

Footnotes

On December 9, 2025, Robert A. Frist, Jr., the chief executive officer of HealthStream, Inc. (the "Company"), contributed 146,286 of his shares of Company common stock to the Company without any consideration paid to Mr. Frist. This contribution is for the benefit of over 700 employees, excluding executives, vice presidents, and associate vice presidents. The Company has approved the grant of that same number of shares contributed by Mr. Frist under its 2022 Omnibus Incentive Plan to eligible employees, which shares will be issued effective immediately and will not be subject to any vesting condition. In addition, on December 9, 2025, Mr. Frist contributed an additional 11,492 shares to the Company, without consideration paid to Mr. Frist, which amount is equivalent to the estimated Company costs associated with the equity grants, such as administrative expenses and employer payroll taxes, which will be associated with the grants.