HEALTHSTREAM INC

1. OVERVIEW AND BASIS OF PRESENTATION

Company Overview

HealthStream provides primarily Software-as-a-Service ("SaaS") based applications for healthcare organizations—all designed to improve business and clinical outcomes by supporting the people who deliver patient care. The Company is focused on helping individuals and organizations in healthcare meet their ongoing learning, clinical development, credentialing, and scheduling needs. The Company also provides its solutions to nursing schools and nursing students.

The Company is organized and operated according to its One HealthStream approach, with its hStream technology platform at the center of that approach. Increasingly, SaaS-based applications in the Company's diverse ecosystem of solutions utilize the Company's proprietary hStream technology platform to enhance the value proposition for customers by creating interoperability with and among other applications. We believe that our single platform strategy, as represented by hStream, is the best way to realize our mission of improving the quality of care by developing the people who deliver care and the best way to create value for our shareholders in the process. As used in this Quarterly Report on Form10-Q (“Form10-Q”), “HealthStream,” “Company,” “we,” “us,” and “our” mean HealthStream, Inc. and its subsidiaries, unless the context indicates otherwise.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and with the instructions to Form10‑Q and Article10 of Regulation S‑X. Accordingly, condensed consolidated financial statements donot include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All intercompany transactions have been eliminated in consolidation and certain prior period amounts have been reclassified to conform to the current period presentation. Operating results for thethree andnine months ended* September 30, 2025* arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2025.*

The Condensed Consolidated Balance Sheet at* December31,* 2024 was derived from the audited Consolidated Financial Statements at that date but doesnot include all of the information and footnotes required by US GAAP for a complete set of financial statements. For further information, refer to the Consolidated Financial Statements and Notes thereto for the year ended* December31,* 2024 (included in the Company's Annual Report on Form10-K, filed with the Securities and Exchange Commission on* February 28, 2025).*

Business Segments

The Company’s chief operating decision maker ("CODM") is its Chief Executive Officer. Since* January 1, 2023,the Company’s business has been organized and managed around a consolidated, enterprise approach, including with regard to technology, operations, accounting, internal reporting (including the nature of information reviewed by the CODM), organization structure, compensation, performance assessment, and resource allocation. The Company’s CODM uses consolidated net income to make operating decisions, assess financial performance, and allocate resources. Further, the CODM reviews and utilizes functional expenses (cost of revenues, product development, sales and marketing, general and administrative, and depreciation and amortization) at the consolidated level to manage the Company's operations. Other segment items included in consolidated net income are interest income, other expense, net, and income tax provision, which are reflected in the Condensed Consolidated Statements of Income. Expenditures for additions to long-lived assets for the consolidated entity were $34.2 million and $29.8 million for thenine* months ended* September 30, 2025* and2024, respectively.

Non-Marketable Equity Investments

The aggregate carrying amount of non-marketable equity investments accounted for using the measurement alternative for equity investments that donot have readily determinable fair values was $1.5 million as of* September 30, 2025* and* December 31, 2024*, which the Company evaluates for impairment at each reporting period. Cumulatively, there have beenno adjustments recorded due to changes in the fair value of the non-marketable equity investments the Company held as of* September 30, 2025*. The fair value of non-marketable equity investments isnot estimated if there areno identified events or changes in circumstances that* may*have a significant adverse effect on the fair value of the investment.

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2. RECENT ACCOUNTING PRONOUNCEMENTS

In* November 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures*. The new guidance requires disclosures of significant reportable segment expenses that are regularly provided to the CODM and other segment items on an interim and annual basis. Entities with a single reportable segment will also be required to apply the disclosure requirements in ASU2023-07 on an interim and annual basis. ASU2023-07 was effective for the Company for annual periods beginning after* December 15, 2023and interim periods within fiscal years beginning after December 15, 2024.The Company adopted this standard effective January 1, 2024*using a retrospective method.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures*, which requires public entities to provide disclosure of disaggregated information in the entity’s tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU2023-09 is effective for fiscal years beginning after* December 15, 2024.The Company is currently evaluating the effect of this standard on its disclosures and will adopt the standard effective for the annual period ending December 31, 2025.*

In* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after* December 15, 2026,and interim reporting periods beginning after December 15, 2027.*Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard.

In* September 2025,the FASB issued ASU2025*-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic350*-40): Targeted Improvements to the Accounting for Internal-Use Software*, to modernize the accounting guidance for the costs to develop software for internal use. The standard applies to costs incurred to develop or obtain software for internal use. ASU2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile development. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The new standard also supersedes the guidance related to costs incurred to develop a website. ASU2025-06 is effective for annual periods beginning after* December 15, 2027.*The guidance can be applied on a prospective basis, a modified basis for in-process projects, or on a retrospective basis. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements.

3. REVENUE RECOGNITION

Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the followingfive step model:

The following table represents revenues disaggregated by revenue source (in thousands). Sales taxes are excluded from revenues.

For both thethree months ended* September 30, 2025and2024*, the Company recognized $0.2 million in impairment losses on receivables and contract assets arising from the Company's contracts with customers. For thenine months ended* September 30, 2025and2024*, the Company recognized $0.6 million and $2.0 million in impairment losses on receivables and contract assets arising from the Company's contracts with customers, respectively.

During thethree months ended* September 30, 2025* and2024, the Company recognized revenues of $45.9 million and $45.0 million, respectively, from amounts included in deferred revenue at the beginning of the respective periods. During thenine months ended* September 30, 2025and2024*, the Company recognized revenues of $81.9 million and $79.4 million, respectively, from the amounts included in deferred revenue at the beginning of the respective periods. As of* September 30, 2025*, approximately $621 million of revenue is expected to be recognized from remaining performance obligations under contracts with customers. The Company expects to recognize revenue related to approximately 39% of these remaining performance obligations over the next 12 months,67% over the next 24 months, and 85% over the next 36 months, with the remaining amounts recognized thereafter.

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4. INCOME TAXES

Income taxes are accounted for using the asset and liability method, whereby deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities measured at tax rates that will be in effect for the year in which the differences are expected to affect taxable income. The Company computes its interim period provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. The Company’s effective tax rate was 22% for both thenine months ended* September 30, 2025and2024*. The Company’s effective tax rate primarily reflects the statutory corporate income tax rate, the net effect of state taxes, foreign income taxes, the effect of various permanent tax differences, and recognition of discrete tax items.

On* July 4, 2025,the federal budget reconciliation legislation, commonly referred to as the One Big Beautiful Bill Act ("OBBB”), was signed into law. The OBBB includes significant changes to federal tax law and other regulatory provisions that mayimpact the Company, including modifications to capitalization of research and development expenses and accelerated fixed asset depreciation. The legislation didnot* have a material impact on the Company's income tax expense during thethree months ended* September 30, 2025,and it isnot* expected to materially impact the Company's effective income tax rate for2025.

5. SHAREHOLDERS' EQUITY

Dividends on Common Stock

During thenine months ended* September 30, 2025*, the Company's Board of Directors (“Board”) declared the following quarterly dividends under the Company's dividend policy (in thousands, except per share data):

Additionally, on* November 3, 2025,the Board declared a quarterly cash dividend of $0.031 per share, payable on November 28, 2025 to holders of record on November 17, 2025.*

Stock-Based Compensation

The Company has stock awards outstanding under its2016 Omnibus Incentive Plan and2022 Omnibus Incentive Plan.

Stock Option Activity

A summary of stock option activity for thethree months ended* September 30, 2025* is as follows (in thousands, except weighted-average exercise price).

The weighted average remaining contractual term of options outstanding at* September 30, 2025* was 5.2 years.

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Restricted Share Unit Activity

A summary of Restricted Share Unit ("RSU") activity for thethree months ended* September 30, 2025* is as follows (in thousands, except weighted-average grant date fair value):

As of* September 30, 2025*, total unrecognized compensation expense related to non-vested RSUs was $6.7 million, net of estimated forfeitures, with a weighted average expense recognition period remaining of 2.7 years.

Total stock-based compensation expense recognized in the Condensed Consolidated Statements of Income is as follows (in thousands):

Share Repurchase Plan

On* May 8, 2025,the Company announced a share repurchase program approved by the Company’s Board of Directors under which the Company was authorized to repurchase up to $25.0 million of its outstanding shares of common stock. Pursuant to this authorization, the Company was authorized to make repurchases in the open market, including under a Rule10b5*-1 plan, through privately negotiated transactions, or otherwise. During thethree andnine months ended* September 30, 2025,the Company repurchased and subsequently retired 255,833 shares and 905,786 shares valued at $6.9 million and $25.0 million, respectively, pursuant to this authorization. This share repurchase program isno* longer in effect as the maximum dollar amount under this program was expended during thethree months ended* September 30, 2025*as referenced above.

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6. EARNINGS PER SHARE

Basic earnings per share is computed by dividing the net income available to common shareholders for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income available to common shareholders for the period by the weighted average number of potentially dilutive common and common equivalent shares outstanding during the period. Common equivalent shares are composed of incremental common shares issuable upon the exercise of stock options and RSUs subject to vesting. The dilutive effect of common equivalent shares is included in diluted earnings per share by application of the treasury stock method. The total number of common equivalent shares excluded from the calculations of diluted earnings per share, due to their anti-dilutive effect or contingent performance conditions, was approximately 224,000 and 177,000 for thethree months ended* September 30, 2025* and2024, respectively, and 171,000 and 169,000 for thenine months ended* September 30, 2025and2024*.

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

7. MARKETABLE SECURITIES

The fair value of marketable securities, which were all classified as available for sale and which the Company doesnot intend to sell nor will the Company be required to sell prior to recovery of their amortized cost basis, included the following (in thousands):

The carrying amounts reported in the Condensed Consolidated Balance Sheets approximate fair value based on quoted market prices or alternative pricing sources and models utilizing market observable inputs. As of* September 30, 2025and December 31, 2024*, the Company didnot recognize any allowance for credit impairments on its available for sale securities. All investments in marketable securities are classified as current assets on the Condensed Consolidated Balance Sheets because the underlying securities mature withinone year from the balance sheet date.

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8. DEBT

Revolving Credit Facility

On* October 6, 2023,the Company entered into an Amended and Restated Revolving Credit Agreement (“Revolving Credit Facility”), amending the Revolving Credit Facility dated as of November 24, 2014,as amended, with certain lenders party thereto from time to time, and Truist, as Administrative Agent for the lenders. Under the Revolving Credit Facility, the Company mayborrow up to $50.0 million, which includes a $5.0 million swingline sub-facility and a $5.0 million letter of credit sub-facility, as well as an accordion feature that allows the Company to increase the Revolving Credit Facility by a total of up to $25.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The Revolving Credit Facility has a maturity date of October 6, 2026.*

The Company's obligations under the Revolving Credit Facility are unsecured. In addition, if the Company forms or acquires any domestic subsidiaries, the loans and other obligations under the Revolving Credit Facility will be guaranteed by such domestic subsidiaries.

At the Company’s election, the borrowings under the Revolving Credit Facility, other than the swingline loans, bear interest at either (1) a base rate defined as the highest of (a) the rate which the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, or (b) the Federal Funds Rate, as in effect from time to time, plusone-half ofone percent (0.50%) per annum (any changes in such rates to be effective as of the date of any change in such rate), plus in each case an applicable margin that varies with the company’s funded debt leverage ratio; or (2) a term secured overnight financing rate (“SOFR”) defined as the greater of (a)(i) the forward-looking term rate based on SOFR determined as of the reference time for such interest period with a term equivalent to such interest period plus (ii) a term SOFR adjustment equal to 0.10% per annum and (b) zero, plus, in each case, an applicable margin that varies with the Company’s consolidated total leverage ratio. The Company’s borrowings under the swingline loans bear interest at the base rate plus the applicable margin. The initial applicable margin for base rate loans is 0.50% and the initial applicable margin SOFR loans is 1.50%. The applicable margins will be adjusted quarterly, in each casetwo (2) business days after the Administrative Agent's receipt of the Company's quarterly financial statements. The Company is also required to pay a commitment fee accruing on the unused revolving commitment, which fee initially is 20 basis points per annum and a letter of credit fee, accruing at a rate per annum equal to the applicable margin for SOFR loans then in effect on the daily average amount of such lender’s letter of credit exposure.

Principal is payable in full at maturity on* October 6, 2026,and there areno* scheduled principal payments prior to maturity. Interest on base rate loans and swingline loans is payable quarterly in arrears, and interest on SOFR loans is payable at the end of each interest period, and in the case of interest periods longer thanthree months, on each day which occurs everythree months after the initial date of such interest period.

The purpose of the Revolving Credit Facility is for general working capital needs, permitted acquisitions (as defined in the Amended and Restated Revolving Credit Agreement), and for stock repurchase and/or redemption transactions that the Company* may*authorize.

In addition, the Revolving Credit Facility required the Company to meet certain financial tests, including, without limitation:

In addition, the Revolving Credit Facility contains certain customary affirmative and negative covenants that, among other things, restrict additional indebtedness, liens and encumbrances, changes to the character of the Company’s business, acquisitions, asset dispositions, mergers and consolidations, sale or discount of receivables, creation or acquisitions of additional subsidiaries, and other matters customarily restricted in such agreements.

As of* September 30, 2025*, the Company was in compliance with all covenants. There wereno balances outstanding on the Revolving Credit Facility as of or during thethree andnine months ended* September 30, 2025*.

9. SUBSEQUENT EVENT

On* October 8, 2025,the Company acquired all of the outstanding equity ofVirsys12,* LLC ("Virsys12"), a Brentwood, Tennessee-based healthcare technology company that offers payers and health plans an innovative provider data management suite used for onboarding, credentialing, and network management. The consideration paid at closing forVirsys12 consisted of approximately*$11.2* million in cash, giving effect to customary purchase price adjustments, and is subject to a post-closing working capital adjustment. In addition, up to an additional $4.0 million in cash* maybe paid over athree*-year period following closing, contingent upon the achievement of certain financial targets. This acquisition expands the Company's existing provider data management and credentialing solution for payers and health plan enterprises, called Network by HealthStream TM, launched14 months ago, which is a part of its broader, market-leading Credentialing application suite. The acquisition will be accounted for using the acquisition method of business combination under ASC805, Business Combinations. The Company will provide preliminary purchase price allocation information and other disclosures required by ASC805 in our Annual Report on Form10-K to be filed for the year ending* December 31, 2025.*

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