HealthStream filings document the regulatory record for a Tennessee healthcare technology company listed on Nasdaq under HSTM. Its 8-K filings report quarterly and annual operating results, Regulation FD disclosures, dividend declarations, share repurchase programs, acquisitions and amendments to its revolving credit agreement.
The company’s proxy materials cover board matters, executive compensation, equity awards and shareholder voting items under its governance framework and incentive plans. Material-event filings also document executive appointments and related compensatory arrangements, while exhibits to current reports provide formal press releases and agreement summaries tied to HealthStream’s capital allocation, financing and workforce-technology operations.
HEALTHSTREAM INC (HSTM) reported that CEO, Chairman and ten percent owner Robert A. Frist Jr. sold 144,068 shares of Common Stock on September 14, 2026 at $29.50 per share in a privately negotiated sale to WJRJJ Ventures, LLC under a Securities Purchase Agreement, leaving him with 3,907,038 shares held directly plus additional indirect holdings through several family trusts.
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.
HealthStream, Inc. (HSTM) amended its revolving credit facility with Truist Bank, entering into a Second Amendment to its Amended and Restated Revolving Credit Agreement on September 10, 2026. The amended facility provides revolving borrowing capacity of $50 million, including a $5 million sublimit for swingline loans and a $5 million sublimit for standby letters of credit, and includes an option to increase total availability by up to $25 million subject to additional lender commitments.
The unsecured credit facility now matures on September 10, 2031. Borrowings bear interest at either a base rate or SOFR, at the company’s option, with initial margins of 0.50% for base rate loans and 1.50% for SOFR loans, subject to quarterly adjustment. HealthStream will also pay a commitment fee on unused commitments initially set at 0.20% per year, plus a letter of credit fee tied to the SOFR margin, and remains subject to customary financial covenants and events of default.
HealthStream reported record second-quarter 2026 revenue of $83.7 million, up 12.5% from the second quarter of 2025, with net income of $6.7 million and diluted EPS of $0.23. Adjusted EBITDA rose to $20.6 million, up 16.9%, as operating income increased 41.4% to $8.3 million.
For the first six months of 2026, revenue grew to $164.9 million and net income to $12.6 million, with adjusted EBITDA of $40.7 million. At June 30, 2026, cash, cash equivalents, and marketable securities totaled $66.7 million, and the company had no outstanding indebtedness from borrowed money.
The board declared a quarterly dividend of $0.035 per share, payable August 28, 2026, and the company repurchased 432,476 shares in the first half of 2026 for $9.3 million. Full-year 2026 guidance was updated to revenue of $327.0–$332.0 million, net income of $19.5–$22.2 million, adjusted EBITDA of $74.0–$78.0 million, and capital expenditures of $31.0–$34.0 million.
HealthStream, Inc. reported a cybersecurity incident in which an unauthorized third party accessed a limited portion of files on its corporate file servers. Based on the company’s investigation so far, customer-facing systems were not accessed or compromised, no protected health information under HIPAA has been identified as accessed or exfiltrated, and no files were encrypted. Product and service delivery and other business operations have continued without interruption.
The company believes certain employee information, billing-related information for some customers and vendors, and corporate and legal information were accessed and/or exfiltrated. Data for approximately 75 credentialing customers had been copied to the corporate file servers for conversion, analytics, and troubleshooting, and those customers have been notified. HealthStream has engaged cybersecurity and forensics specialists, informed law enforcement, and expects to incur expenses for response, remediation, and investigation. Based on information currently known, it does not expect a material adverse impact on its business, operations, or financial results.
Dimensional Fund Advisors LP, a Delaware limited partnership and registered investment adviser, reports beneficial ownership of 1,557,981 shares of HealthStream Inc common stock, representing 5.3% of the class. Dimensional has sole voting power over 1,522,834 shares and sole dispositive power over 1,557,981 shares, with no shared voting or dispositive power. All shares are owned by underlying investment funds and accounts for which Dimensional or its subsidiaries provide advisory or management services, and Dimensional states that it disclaims beneficial ownership of these securities other than for purposes of Section 13(d) of the Securities Exchange Act of 1934. The funds, rather than Dimensional, are entitled to dividends and sale proceeds, and Dimensional indicates that no single fund holds more than 5% of the class.
HEALTHSTREAM INC director Linda Rebrovick reported an open-market sale of 6,000 shares of common stock on July 6, 2026 at a price of $29.00 per share. After this transaction, she directly holds 51,329 shares of HealthStream stock. The sale was carried out under a pre-arranged Rule 10b5-1 sales plan adopted on November 21, 2025, indicating the trade was scheduled in advance rather than timed discretionarily.
HSTM submitted a Form 144 notifying the proposed sale of 6,000 shares of Common Stock. The filing lists the securities as issued under a Stock Award dated 04/26/2016. The filing also reports completed dispositions of 2,000 shares on 05/28/2026 and 2,000 shares on 06/01/2026, each showing proceeds of $50,000.00.
HealthStream Inc. director Charles Jr. Beard reported acquiring 1,249 shares of common stock through the vesting and conversion of restricted share units (RSUs). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs follow a three-year vesting schedule, contingent on continued service, and will vest annually in three equal installments beginning on May 29, 2026. After this transaction, Beard directly holds 1,249 shares of common stock and 2,500 RSUs.