HEALTHSTREAM INC
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
On May 8, 2025, the Company’s Board of Directors approved a share repurchase program for the Company’s common stock, under which the Company was authorized to repurchase up to $25.0 million of outstanding shares of common stock. Pursuant to the authorization, the Company was authorized to make repurchases in the open market, including under a Rule 10b5-1 plan, through privately negotiated transactions, or otherwise. Under this program, during the three and nine months ended September 30, 2025, the Company repurchased 255,833 shares and 905,786 shares of common stock at an aggregate fair value of $6.9 million and $25.0 million, respectively, reflecting an average price per share of $26.94 and $27.60 (excluding the cost of broker commissions), respectively. This share repurchase program is no longer in effect as the maximum dollar amount under this program was expended during the three months ended September 30, 2025 as referenced above.
The following table presents information with respect to HealthStream's repurchases of common stock during the three months ended September 30, 2025.
| Period | (a) Total number of shares (or units) purchased | (b) Average price paid per share (or unit)(1) | (c) Total number of shares (or units) purchased as part of publicly announced plans or programs | (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs |
|---|---|---|---|---|
| Month #1 (July 1 - July 31) | 255,833 | $26.94 | 6,891,813 | $— |
| Month #2 (August 1 - August 31) | — | — | — | — |
| Month #3 (September 1 - September 30) | — | — | — | — |
| Total | 255,833 | $26.94 | 6,891,813 | $— |
(1) The weighted average price paid per share of common stock does not include the cost of broker commissions.
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