[8-K] HEALTHSTREAM INC Reports Material Event

Rhea-AI Filing Summary

HealthStream, Inc. announced a new share repurchase program authorizing the buyback of up to $10,000,000 of its outstanding common stock. The program will terminate on the earlier of February 26, 2026 or when the authorized amount has been fully used.

The authorization gives the company flexibility to return capital by repurchasing shares within the stated limit and timeframe.

Insights

Equity capital markets analyst

Board authorizes up to $10,000,000 in buybacks through February 26, 2026.

The company’s board approved a share repurchase program permitting buybacks of up to $10,000,000 of common stock. Such programs provide discretion to acquire shares in the open market or other permitted methods, subject to the cap.

Actual impact depends on execution within the window ending on February 26, 2026. The authorization sets an upper limit; realized repurchases could be lower based on market conditions and corporate priorities.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2025

HealthStream, Inc.

(Exact name of Registrant as Specified in Its Charter)

Tennessee		000-27701		62-1443555
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
500 11th Avenue North, Suite 850, Nashville, Tennessee				37203
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 615-301-3100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.00)		HSTM		Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 8.01 Other Events.

On November 11, 2025, HealthStream, Inc. (the “Company”) issued a press release announcing that the Board of Directors approved a new share repurchase program for the Company authorizing the repurchase of up to $10,000,000 of the Company’s outstanding common stock, no par value. The share repurchase program will terminate on the earlier of February 26, 2026 or when the maximum dollar amount has been expended.

A copy of the press release announcing the share repurchase program is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1*		Press release dated November 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*         Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HealthStream, Inc.
Date: November 11, 2025	By:	/s/ Scott A. Roberts
		Scott A. Roberts
		Chief Financial Officer

FAQ

What did HealthStream (HSTM) announce in its 8-K?

The board approved a share repurchase program authorizing the buyback of up to $10,000,000 of outstanding common stock.

How large is HealthStream’s new share repurchase authorization?

The authorization permits repurchases of up to $10,000,000 of common stock.

When does HealthStream’s repurchase program end?

The program terminates on the earlier of February 26, 2026 or when the $10,000,000 limit is fully used.

Which shares are covered by HealthStream’s authorization?

The program covers repurchases of the company’s outstanding common stock.

Where can I find the official announcement?

A press release dated November 11, 2025 was furnished as Exhibit 99.1.