HealthStream raises $40M in private share deal

Rhea-AI Filing Summary

HealthStream, Inc. (HSTM) entered into a private securities purchase transaction with WJRJJ Ventures, LLC in which the company issued 1,355,932 new common shares for approximately $40.0 million in cash at $29.50 per share, and CEO Robert A. Frist, Jr. sold 144,068 existing shares for approximately $4.25 million at the same price, totaling 1.5 million shares. The transaction closed on September 14, 2026 and includes a 12‑month standstill on the investor and customary representations, warranties, and indemnities. HealthStream plans to use the primary proceeds for general corporate purposes, including investment in its solutions, working capital, potential acquisitions, and other strategic initiatives.

The deal is a related‑party transaction due to overlapping relationships with Empath Nursing, Inc., and it was reviewed and approved by the Audit Committee and disinterested board members, with Mr. Frist abstaining. A Registration Rights Agreement grants WJRJJ demand registration rights, requiring HealthStream to file a resale registration statement within 45 days of request and use commercially reasonable efforts to have it declared effective within specified SEC review timelines, and to keep it effective until the investor can freely resell under Rule 144 or has sold all covered shares.

Positive

• $40.0 million primary capital raise strengthens HealthStream’s resources for general corporate purposes, including investment in solutions, working capital, potential acquisitions, and strategic initiatives.
• Addition of WJRJJ Ventures, owned by entrepreneur Willis Johnson, as a significant shareholder brings a strategically engaged investor familiar with HealthStream through Empath Nursing.

Negative

• None.

Filing Explained

The completed September 14 transaction added 1,355,932 newly issued shares to HealthStream’s common-share count; under the dilution definition, that reduces existing holders’ percentage ownership absent offsetting changes, while the CEO’s 144,068 shares were transferred rather than newly issued.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Primary shares issued: 1,355,932 shares Primary proceeds: $40.0 million Secondary shares sold by CEO: 144,068 shares +5 more

8 metrics

Primary shares issued 1,355,932 shares New HealthStream common shares issued to WJRJJ Ventures at $29.50 per share

Primary proceeds $40.0 million Aggregate cash purchase price for 1,355,932 newly issued shares

Secondary shares sold by CEO 144,068 shares Existing HealthStream shares sold by Robert A. Frist, Jr. to WJRJJ Ventures

Secondary proceeds $4.25 million Aggregate cash purchase price for 144,068 existing shares at $29.50 per share

Per-share purchase price $29.50 per share Price paid by WJRJJ Ventures for both primary and secondary shares

CEO ownership post-transaction 16.4% Approximate beneficial ownership of HealthStream common stock by Robert A. Frist, Jr.

HealthStream ownership in Empath Nursing 5% Approximate common stock ownership interest in Empath Nursing, Inc.

Investor ownership in Empath Nursing 42% Approximate common stock ownership of Empath Nursing, Inc. by WJRJJ Ventures’ owner

Key Terms

Securities Purchase Agreement, Registration Rights Agreement, Section 4(a)(2) of the Securities Act, Rule 144, +2 more

6 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement with WJRJJ Ventures, LLC"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Registration Rights Agreement financial

"entered into a Registration Rights Agreement, dated September 14, 2026"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Section 4(a)(2) of the Securities Act regulatory

"issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 144 regulatory

"may be resold by the Investor without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

standstill obligations financial

"contains customary representations, warranties and agreements ... and certain standstill obligations restricting Investor"

Registrable Securities financial

"until the earliest to occur of the following events: (i) the date on which the Investor has resold all the Registrable Securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital did HealthStream (HSTM) raise in this private placement?

HealthStream issued 1,355,932 new common shares to WJRJJ Ventures for approximately $40.0 million in cash at $29.50 per share, providing primary proceeds for general corporate purposes and strategic initiatives.

How many HealthStream (HSTM) shares did the investor acquire in total and at what price?

WJRJJ Ventures acquired a total of 1.5 million shares of HealthStream common stock at $29.50 per share, including 1,355,932 newly issued shares from the company and 144,068 existing shares from CEO Robert A. Frist, Jr.

How does the transaction affect CEO Robert A. Frist, Jr.’s ownership in HSTM?

Robert A. Frist, Jr. sold 144,068 shares of existing HealthStream stock for approximately $4.25 million but remains the company’s largest shareholder, with a beneficial ownership of approximately 16.4% of issued and outstanding common stock.

What are the key terms of the registration rights granted in the HSTM deal?

Upon WJRJJ’s request, HealthStream must file a registration statement within 45 days, seek effectiveness no later than the earlier of 75 days after initial filing (if reviewed) or the fifth business day after notice of no review, and keep it effective until the investor can resell under Rule 144 or has sold all covered shares.

Why is the HealthStream (HSTM) transaction considered a related-party transaction?

HealthStream and WJRJJ both have relationships with Empath Nursing, Inc.; HealthStream holds about 5% of Empath and has a strategic partnership, while the investor owns about 42% and its owner, Willis Johnson, serves on Empath’s board. This related‑party nature led to review and approval by the Audit Committee and disinterested directors.

What standstill obligations does the investor have in the HealthStream (HSTM) agreement?

The Securities Purchase Agreement includes certain standstill obligations restricting WJRJJ Ventures for a period of 12 months following the September 14, 2026 closing date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001095565 0001095565 2026-09-11 2026-09-11

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): September 11, 2026

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)

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))

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

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 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 11, 2026, HealthStream, Inc., a Tennessee corporation (the “Company”), and Robert A. Frist, Jr., the Chief Executive Officer and Chairman of the Company (the “Selling Shareholder”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with WJRJJ Ventures, LLC, a Delaware limited liability company (the “Investor”), pursuant to which (i) the Company agreed to issue to the Investor 1,355,932 shares of the Company’s common stock, no par value (the “Common Stock”), for an aggregate cash purchase price of approximately $40.0 million, or a purchase price of $29.50 per share, and (ii) the Selling Shareholder agreed to sell to the Investor 144,068 shares of Common Stock for an aggregate cash purchase price of approximately $4.25 million, or a purchase price of $29.50 per share (the total of 1.5 million shares purchased by the Investor from the Company and the Selling Shareholder are collectively referred to herein as the “Shares,” and the transactions contemplated by the Securities Purchase Agreement are referred to herein as the “Transactions”). The Transactions were completed on September 14, 2026 (the “Closing Date”).

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, the Selling Shareholder and the Investor, certain standstill obligations restricting Investor for a period of 12 months following the Closing Date, and indemnification obligations of the Company and the Selling Shareholder.

The Company intends to use the net proceeds it received from the Transactions for general corporate purposes, including continued investment in its solutions, working capital, potential acquisitions, and other strategic initiatives.

As noted in the Press Release (as defined below), the Company and the Investor each have certain relationships with Empath Nursing, Inc. (“Empath Nursing”). The Company is a party to a strategic partnership agreement with Empath Nursing (under which Empath Nursing and the Company share in the economic benefits generated from the use by Empath Nursing of the Company’s hStream® technology platform and related solutions), and owns approximately 5% of the common stock of Empath Nursing. In addition, the Investor owns approximately 42% of the common stock of Empath Nursing, and Willis Johnson, the owner of the Investor, is a member of the board of directors of Empath Nursing.

Because of the related-party nature of the Transactions, the Transactions were reviewed and approved by the Audit Committee of the Company pursuant to the Related-Party Transactions Policy, as well as by the disinterested members of the Board of Directors, with Mr. Frist abstaining from voting.

The representations, warranties, and covenants contained in the Securities Purchase Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement, and may be subject to standards of materiality that differ from what an investor may view as material, and thus should not be relied upon as necessarily reflecting the actual state of facts or conditions. Investors in the Company are not third-party beneficiaries under the Securities Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the parties.

Registration Rights Agreement

In connection with the Securities Purchase Agreement, the Company and the Investor entered into a Registration Rights Agreement, dated September 14, 2026 (the “Registration Rights Agreement”), providing for certain registration rights with respect to resale of the Shares. Pursuant to the Registration Rights Agreement, if the Company receives a request from the Investor that the Company file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), the Company shall prepare and file the Registration Statement no later than 45 days after the date such request is given by the Investor. The Company has agreed to use commercially reasonable efforts to have the Registration Statement declared effective by the SEC at the earliest possible date but no later than the earlier of (i) the 75th calendar day following the initial filing date of the Registration Statement if the SEC notifies the Company that it will review the Registration Statement and (ii) the fifth business day after the date the Company is notified by the SEC that the Registration Statement will not be reviewed or will not be subject to further review. Under the Registration Rights Agreement, the Company has agreed to use commercially reasonable efforts to keep the Registration Statement (if filed) continuously effective at all times until the earliest to occur of the following events: (i) the date on which the Investor has resold all the Registrable Securities (as defined in the Registration Rights Agreement) covered thereby; and (ii) the date on which the Registrable Securities may be resold by the Investor without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. The Registration Rights Agreement contains other customary agreements by the Company and the Investor.

The foregoing descriptions of the Securities Purchase Agreement and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement and Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Shares issued by the Company pursuant to the Securities Purchase Agreement have not been registered under the Securities Act or any state securities laws and have been issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Investor. The Shares may not be offered or sold in the United States by the Investor absent registration or an applicable exemption from registration under the Securities Act.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

Item 7.01. Regulation FD Disclosure.

On September 14, 2026, the Company issued a press release announcing the Transactions (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing by the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws that may relate to, among other things, statements regarding our current beliefs, understanding and expectations regarding the use of proceeds received from the Transactions. Forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Forward-looking statements are not a guarantee of future events, results or performance and are subject to a variety of risks and uncertainties, many of which are beyond our control. Future events and actual results and performance could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Factors that could cause actual events, results or performance to differ from forward-looking statements include the risks set forth in Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC, and in the Company’s other filings with the SEC from time to time. These forward-looking statements speak only as of the date on which they are made. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to update or revise any such forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1* †		Securities Purchase Agreement, dated September 11, 2026, by and among HealthStream, Inc., Robert A. Frist, Jr. and WJRJJ Ventures, LLC
10.2* †		Registration Rights Agreement, dated September 14, 2026, by and between HealthStream, Inc. and WJRJJ Ventures, LLC
99.1**		Press Release, dated September 14, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*         Filed herewith.

**       Furnished herewith.

†         Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish, on a supplemental basis, a copy of such omitted exhibits to the Securities and Exchange Commission upon request.

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: September 15, 2026		By:	/s/ Scott A. Roberts
			Scott A. Roberts
			Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

For Immediate Release:         Contact: Mollie Condra, Ph.D. Head, Investor Relations & Corporate Communications HealthStream, Inc. (615) 301-3237 mollie.condra@healthstream.com

HealthStream Completes $40 Million Private Placement of 
Its Common Stock

NASHVILLE, Tenn., Sept. 15, 2026 – HealthStream, Inc. (Nasdaq: HSTM) (the “Company”), a leading healthcare technology platform company for clinical workforce solutions, today announced the completion of a private placement transaction through which WJRJJ Ventures, LLC (“WJRJJ”) acquired a total of 1.5 million shares of the Company’s common stock. In this transaction, the Company issued 1,355,932 shares of common stock to WJRJJ for approximately $40 million in cash at a purchase price of $29.50 per share.

Additionally, WJRJJ acquired 144,068 shares of existing HealthStream common stock in this transaction directly from Robert A. Frist, Jr., the Company’s Chief Executive Officer, for approximately $4.25 million in cash, also for a purchase price of $29.50 per share. Mr. Frist remains the Company’s largest shareholder and beneficially owns approximately 16.4% of the Company’s issued and outstanding common stock.

Use of proceeds. HealthStream intends to use the net proceeds it received from this transaction for general corporate purposes, including continued investment in its solutions, working capital, potential acquisitions, and other strategic initiatives.

Investor background. WJRJJ is owned by Willis Johnson, a Nashville-area entrepreneur who founded and serves as Chairman of Copart, Inc. (Nasdaq: CPRT), a multi-billion-dollar online vehicle salvage and auction company. In addition to his role at Copart, Mr. Johnson was the initial investor in Empath Nursing, Inc. (“Empath”), which was founded by its Chief Executive Officer, Dr. Peter Lindquist, DNP, in August 2025. Empath provides clinical workforce development and clinical operations solutions to healthcare provider organizations. Recognizing the complementary nature of Empath’s mission and its potential for growth, HealthStream made a minority investment in Empath in January 2026 and currently holds an approximately five percent ownership interest in Empath. HealthStream and Empath also have a business agreement under which they share in the economic benefits generated from Empath’s use of HealthStream’s hStream® technology platform and related solutions to help find, assess, develop, engage, and retain the nurses Empath offers in connection with its staffing and operational services. Through his work with Empath, Mr. Johnson became familiar with HealthStream and, recognizing the growth potential he sees in the Company, expressed a desire to acquire shares of HealthStream.

“We are pleased to welcome Mr. Johnson as a significant shareholder of HealthStream,” said Robert A. Frist, Jr., Chief Executive Officer, HealthStream. “This investment reflects confidence in our team, our strategy, and the opportunity ahead of us as a business, and it further strengthens our position to continue investing in our long-term priorities.”

“I am drawn to founder-led companies where the person who built the business remains deeply invested in where it is headed next,” said Mr. Johnson. “I came to know Bobby Frist and the HealthStream team through my work with Empath, and the more I learned about HealthStream’s technology and the role it plays in Empath’s growth, the more confident I became in the Company’s long-term potential. I am excited to invest in and support HealthStream’s work going forward.”

1

PRESS RELEASE

Transaction terms. The issuance of shares to WJRJJ was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and was offered and sold in reliance on exemptions from registration, including under Section 4(a)(2) of the Securities Act. In connection with the transaction, HealthStream has also entered into a registration rights agreement providing registration rights to WJRJJ covering the resale of the shares purchased from the Company and from Mr. Frist. The transaction closed on September 14, 2026.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful.

About HealthStream

HealthStream (Nasdaq: HSTM) is the healthcare industry’s largest ecosystem of platform-delivered clinical workforce solutions that empowers healthcare professionals to do what they do best: deliver excellence in patient care. For more information, visit http://www.healthstream.com.

This press release includes certain forward-looking statements (statements other than solely with respect to historical fact) that involve risks and uncertainties regarding HealthStream. These statements are based upon management’s beliefs, as well as assumptions made by and data currently available to management. This information has been provided in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. HealthStream cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements, including as the result of risks referenced in HealthStream’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 27, 2026, and in HealthStream’s other filings with the Securities and Exchange Commission from time to time. HealthStream undertakes no obligation to update or revise any such forward-looking statements.

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2

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.6 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 196.7 KB
• EX-10.2 EXHIBIT 10.2 107.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB