HEALTHSTREAM INC
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities
As discussed above, on September 14, 2026, the Company issued 1,355,932 shares of its common stock to WJRJJ in a private placement for an aggregate cash purchase price of approximately $40.0 million, reflecting a price of $29.50 per share, pursuant to a securities purchase agreement dated as of September 11, 2026 (the “Securities Purchase Agreement”). The issuance of the shares by the Company pursuant to the Securities Purchase Agreement was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and the issuance of these shares was exempt 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 WJRJJ.
(c) Issuer Purchases of Equity Securities
On March 13, 2026, the Company announced the adoption of a share repurchase program approved by the Board under which the Company was authorized to repurchase up to $10.0 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 Rule 10b5-1 plans, through privately negotiated transactions, or otherwise. The terms of this program provided that it would terminate on the earlier of September 12, 2026 or when the maximum dollar amount had been expended. The Company did not repurchase any shares during the three months ended September 30, 2026. During the nine months ended September 30, 2026, the Company repurchased 209,498 shares of common stock at an aggregate fair value of $4.3 million under this authorization, reflecting an average price per share of $20.51 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022). This share repurchase program terminated on September 12, 2026 upon expiration of its term.
The following table presents information with respect to HealthStream's repurchases of common stock during the three months ended September 30, 2026.
| Period | (a) Total number of shares (or units) purchased | (b) Average price paid per share (or unit) | (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(1) |
|---|---|---|---|---|
| Month #1 (July 1 - July 31) | — | $— | — | $5,702,314 |
| Month #2 (August 1 - August 31) | — | — | — | 5,702,314 |
| Month #3 (September 1 - September 30) | — | — | — | — |
| Total | — | $— | — | — |
(1)On March 13, 2026, the Company announced the adoption of a share repurchase program approved by the Board under which the Company was authorized to repurchase up to $10.0 million of its outstanding shares of common stock. This share repurchase program terminated on September 12, 2026, as disclosed above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.