HealthStream (Nasdaq: HSTM) unveils $10M buyback and revises loan covenants

Rhea-AI Filing Summary

HealthStream, Inc. entered into a First Amendment to its Amended and Restated Revolving Credit Agreement with Truist Bank. The amendment revises the restricted payments covenant to allow dividends and share repurchases that do not increase the Company’s pro forma leverage ratio above 1.50:1.00, and to permit additional restricted payments in an aggregate amount up to $50,000,000, in each case so long as no default or event of default exists.

The Board of Directors also approved a new share repurchase program authorizing the Company to buy back up to $10,000,000 of its outstanding common stock. Repurchases may be made in the open market, under Rule 10b5-1 plans, through privately negotiated transactions, or otherwise, and the program will terminate on the earlier of September 12, 2026 or when the authorized amount has been fully used.

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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): March 13, 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)

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 1.01 Entry into a Material Definitive Agreement.

On March 13, 2026, HealthStream, Inc., a Tennessee corporation (the “Company”), and Truist Bank, a North Carolina banking corporation (“Truist”), entered into that certain First Amendment to Amended and Restated Revolving Credit Agreement (the “Amendment”), amending the Amended and Restated Revolving Credit Agreement, dated as of October 6, 2023, by and among the Company, the lenders from time to time party thereto, and Truist, as administrative agent, issuing bank and swingline lender (the “Revolving Credit Agreement”).  The Amendment makes certain revisions to the restricted payments provision in Section 7.5 of the Revolving Credit Agreement, including to (i) permit restricted payments by the Company (including dividends and share repurchases), which, after giving effect thereto, do not increase the Company’s pro forma leverage ratio (as provided in the Revolving Credit Agreement) above 1.50:1.00, provided that no default or event of default under the Revolving Credit Agreement shall have occurred or be continuing at such time, and (ii) permit additional restricted payments by the Company (including dividends and share repurchases) in an aggregate amount not exceeding $50,000,000, provided that no default or event of default under the Revolving Credit Agreement shall have occurred or be continuing at such time.  Prior to giving effect to the Amendment, restricted payments by the Company were permitted under Section 7.5(c) of the Revolving Credit Agreement if the Company’s pro forma leverage ratio was 1.50:1.00 or less and certain other conditions were met, provided that the aggregate amount of such restricted payments under this provision was previously limited to $50,000,000.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit10.1 and incorporated herein by reference.

Item 8.01 Other Events.

On March 13, 2026, 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 September 12, 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
10.1*		First Amendment to Amended and Restated Revolving Credit Agreement, dated March 13, 2026 by and between HealthStream, Inc. and Truist Bank
99.1*		Press release dated March 13, 2026
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: March 13, 2026		By:	/s/ Scott A. Roberts
			Scott A. Roberts
			Chief Financial Officer and Senior Vice President

Exhibit 99.1

P R E S S R E L E A S E

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

HealthStream Announces Share Repurchase Program

NASHVILLE, Tennessee (March 13, 2026) – HealthStream (Nasdaq: HSTM), a leading healthcare technology platform company for clinical workforce solutions, today announced that its Board of Directors has approved a new share repurchase program for the Company’s common stock, under which the Company may repurchase up to $10 million of outstanding shares of common stock.

Pursuant to the authorization, repurchases may be made from time to time in the open market, including under Rule 10b5-1 plans, through privately negotiated transactions, or otherwise. In addition, any repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors. The share repurchase program will terminate on the earlier of September 12, 2026 or when the maximum dollar amount has been expended. The share repurchase program does not require the Company to acquire any amount of shares and may be suspended, modified, or discontinued at any time.

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 or call 615-301-3100.  

This press release contains forward-looking statements that involve risks and uncertainties regarding HealthStream. This information has been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to be materially different from results or events implied by forward-looking statements, including as a result of the risks disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 27, 2026, and in the Company’s other filings with the Securities and Exchange Commission from time to time. Many of the factors that will impact future results or events are beyond the ability of the Company to control or predict. 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. 

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FAQ

What credit agreement change did HealthStream (HSTM) disclose on March 13, 2026?

HealthStream amended its revolving credit agreement with Truist Bank to ease restrictions on dividends and share repurchases. It now allows such payments while pro forma leverage stays at or below 1.50:1.00 and permits additional restricted payments up to $50,000,000 if no default exists.

How does the revised leverage test affect HealthStream’s ability to return capital?

The revised covenant lets HealthStream make restricted payments, including dividends and buybacks, so long as its pro forma leverage ratio does not exceed 1.50:1.00. It also allows additional restricted payments up to $50,000,000, provided there is no default or event of default under the credit agreement.

What is the size of HealthStream’s new share repurchase authorization?

HealthStream’s Board approved a new share repurchase program authorizing buybacks of up to $10,000,000 of outstanding common stock. The company may execute repurchases in the open market, through Rule 10b5-1 plans, via privately negotiated transactions, or by other permitted methods, subject to market and liquidity conditions.

When does HealthStream’s $10 million share repurchase program expire?

The share repurchase program will end on the earlier of September 12, 2026 or when the full $10,000,000 authorization has been used. The company can suspend, modify, or discontinue the program at any time, providing flexibility to adjust activity as conditions change.

What conditions govern HealthStream’s future share repurchases under this program?

Repurchases may occur over time in the open market or other transactions, including under Rule 10b5-1 plans. Activity will depend on prevailing market prices, liquidity, cash flow, and compliance with securities laws such as Rule 10b-18, along with other factors considered by management.

Are HealthStream’s share repurchases mandatory under the new authorization?

No. The share repurchase authorization does not require HealthStream to buy any specific number of shares. The program may be suspended, modified, or discontinued at any time, meaning actual repurchase levels will depend on future decisions by the company’s management and Board.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 7.4 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 55.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB