Form 4: HealthStream CTO Sells 2,100 Shares Under 10b5-1 Plan

HealthStream's Chief Technology Officer, Jeff Cunningham, reported the sale of 2,100 shares of common stock for approximately $50,589 under a pre-arranged trading plan.

Summary

• Jeff Cunningham, Chief Technology Officer of HealthStream Inc. (HSTM), sold 2,100 shares of the company's common stock.
• The transaction occurred on December 10, 2025.
• The shares were sold at a weighted average price of $24.09 per share, resulting in a total transaction value of approximately $50,589.
• Following this sale, Mr. Cunningham beneficially owns 31,489 shares of HealthStream common stock.
• The transaction was executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-scheduled sale.

Sentiment

Score: 4

Explanation: An insider sale, even under a 10b5-1 plan, is generally viewed with slight negative sentiment as it reduces management's direct stake. The pre-planned nature mitigates a stronger negative score, but it is still a sale.

Positives

• The transaction was executed under a Rule 10b5-1(c) plan, which suggests the sale was pre-scheduled and not based on immediate, discretionary decisions or non-public information.

Negatives

• An officer selling shares, even under a pre-arranged plan, can be perceived negatively by some investors as it reduces management's direct ownership stake in the company.
• The sale reduces the Chief Technology Officer's direct financial alignment with the company's future stock performance.

Future Outlook

NA

Management Comments

• The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

Industry Context

This is an individual insider transaction and does not directly reflect broader industry trends. However, investor sentiment in the healthcare technology sector can be influenced by insider activity, particularly from key executives.

Stakeholder Impact

• Shareholders: May interpret the sale as a slight negative signal, potentially impacting investor confidence, although the 10b5-1 plan lessens this impact.

Next Steps

• The reporting person has undertaken to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder.

Key Dates

Recommendation

While an insider sale by a Chief Technology Officer can be a minor negative signal, the transaction was executed under a Rule 10b5-1 plan, suggesting it was pre-scheduled and not based on immediate, non-public information. This mitigates the negative impact. Investors should monitor future insider activity and company performance rather than making a strong buy/sell decision based solely on this single transaction.

Keywords

HealthStream, HSTM, Jeff Cunningham, Insider Sale, Form 4, CTO, Stock Transaction, Rule 10b5-1