Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Promotion of Michael M. Collier

As disclosed by HealthStream, Inc. (the "Company") in a press release issued on May 4, 2026, announcing the Company's results of operations for the three months ended March 31, 2026, Michael M. Collier has been promoted to the Company's Chief Operating Officer and Executive Vice President from his prior role as the Company's EVP, Corporate Strategy, Development & Operations. In this role, Mr. Collier will lead enterprise operations across HealthStream, including customer experience functions, corporate development and mergers and acquisitions, implementations, legal, human resources, partnerships, business enablement, and other critical areas. In addition, Mr. Collier will serve as the executive sponsor for the Company's AI transformation, driving AI readiness across operational teams and advancing the use of AI to support the workforce and internal business processes.

Pursuant to the terms of a letter agreement entered into between the Company and Mr. Collier in connection with such promotion (the "Collier Letter Agreement"), the Company's Compensation Committee (the "Committee") approved the grant to Mr. Collier of stock options to acquire 18,781 shares of the Company's common stock pursuant to the Company's shareholder-approved 2022 Omnibus Incentive Plan (the "2022 Plan") at an exercise price of $23.96 per share, which equals the closing market price on the grant date of May 8, 2026. In addition, these options will vest on a time-based basis in the following increments: 15% on the first anniversary of the grant date; 20% on the second anniversary of the grant date; 20% on the third anniversary of the grant date; 20% on the fourth anniversary of the grant date; and 25% on the fifth anniversary of the grant date, subject to Mr. Collier's continued service with the Company. In connection with such promotion, the Collier Letter Agreement also provides, among other things, for an increase in the annual base salary of Mr. Collier, Mr. Collier's eligibility to participate in the Company's annual cash bonus plan at the executive vice president level, and Mr. Collier's eligibility to receive an annual award of time-based vesting RSUs.

There is no arrangement or understanding between Mr. Collier and any other person pursuant to which Mr. Collier was selected for such role. Mr. Collier has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Collier is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. A description of Mr. Collier's business background and experience is incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026.

Equity Grant to Robert A. Frist, Jr.

The Committee also approved a grant to the Company's Chief Executive Officer, Robert A. Frist, Jr., of stock options to acquire 18,781 shares of the Company's common stock pursuant to the 2022 Plan at an exercise price of $23.96 per share, which equals the closing market price of the Company's common stock on the grant date of May 8, 2026. In addition, these options will vest on a time-based basis in the following increments: 15% on the first anniversary of the grant date; 20% on the second anniversary of the grant date; 20% on the third anniversary of the grant date; 20% on the fourth anniversary of the grant date; and 25% on the fifth anniversary of the grant date, subject to Mr. Frist's continued service with the Company.