HEALTHSTREAM INC
For the period ended Jun 30, 2026. Filed Aug 6, 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.
Jun 30, 2026 · Filed Aug 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001437749-26-015213
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001437749-26-026301
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 8 previous paragraphs and 10 current paragraphs.
4 unchanged; 2 reworded; 3 added; 1 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the 2025 Form 10-K.
Added paragraphs (3)
Current report
(a) Unregistered Sales of Equity Securities
Current report
(c) Issuer Purchases of Equity Securities
Removed paragraphs (1)
Previous report
In addition, on* November 21, 2025,Linda Rebrovick, amember of the Company’s Board of Directors, adopted a trading arrangement that was intended to satisfy the affirmative defense conditions of Rule10b5‑1*(c) under the Securities Exchange Act of1934, as amended. The trading arrangement, which became effective on* March 4, 2026,and has an expiration date of December 31, 2026,provides for the sale of up to an aggregate of 22,000 shares of the Company’s common stock pursuant to pre‑established instructions regarding the timing and amount of shares to be sold.No sales to date have occurred under the plan. Disclosure of the adoption of this trading arrangement was inadvertently omitted from the Company’s Annual Report on Form10‑K* for the year ended* December 31, 2025,filed on February 26, 2026.*
Reworded paragraphs (2)
Previous wording
On March 13, 2026, the Company announced the adoption of a new share repurchase program approved by the Board of Directors under which the Company is authorized to repurchase up to $10.0 million of its outstanding shares of common stock. Pursuant to this authorization, the Company is authorized to make repurchases in the open market, including under Rule 10b5-1 plans, through privately negotiated transactions, or otherwise. This share repurchase program terminates on the earlier of September 12, 2026 or when the maximum dollar amount under the plan is expended. During the three months ended March 31, 2026, the Company repurchased 119,367 shares of common stock at an aggregate fair value of $2.5 million under this authorization, reflecting an average price per share of $20.94 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022), and the Company continued to repurchase shares pursuant to this authorization during the second quarter of 2026*,* repurchasing 90,131 additional shares valued at $1.8 million through April 30, 2026.
Current wording
On March 13, 2026, the Company announced the adoption of a share repurchase program approved by the Board under which the Company is authorized to repurchase up to $10.0 million of its outstanding shares of common stock. Pursuant to this authorization, the Company is authorized to make repurchases in the open market, including under Rule 10b5-1 plans, through privately negotiated transactions, or otherwise. This share repurchase program terminates on the earlier of September 12, 2026 or when the maximum dollar amount under the plan is expended. During the three months ended June 30, 2026, the Company repurchased 90,131 shares of common stock at an aggregate fair value of $1.8 million under this authorization, reflecting an average price per share of $19.95 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022).
Previous wording
None. Without limiting the generality of the foregoing, during thethree months ended* March 31, 2026*,no director or officer of the Company adopted or terminated any “Rule10b5-1 trading arrangement,” or any “non-Rule10b-5 trading arrangement,” as such terms are defined in Item408 of Regulation S-K.
Current wording
None. Without limiting the generality of the foregoing, during thesix months ended* June 30, 2026*,no director or officer of the Company adopted or terminated any “Rule10b5-1 trading arrangement,” or any “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item408 of Regulation S-K.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
(1) On March 13, 2026, the Company announced the adoption of a share repurchase program approved by the Board under which the Company is authorized to repurchase up to $10.0 million of its outstanding shares of common stock. This share repurchase program terminates on the earlier of September 12, 2026 or when the maximum dollar amount under the plan is expended. The shares of common stock repurchased during the three months ended June 30, 2026, as reflected in the table above, were repurchased under this share repurchase program.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On November 11, 2025, the Company's Board of Directors approved a share repurchase program 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 February 26, 2026 or when the maximum dollar amount had been expended. During the three months ended March 31, 2026, the Company repurchased and subsequently retired 222,978 shares of common stock at an aggregate fair value of $5.0 million, reflecting an average price per share of $22.42 (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 in January 2026 when the maximum dollar amount under this program was expended.