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
What changed in Risk Factors?
Read the current filingPrevious 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 InformationCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001437749-26-035320
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 10 previous paragraphs and 9 current paragraphs.
5 unchanged; 3 reworded; 1 added; 1 removed; 1 previous and 0 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 (1)
Current report
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.
Removed paragraphs (1)
Reworded paragraphs (3)
Previous 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).
Current wording
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.
Previous wording
(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.
Current wording
(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.
Previous 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.
Current wording
None. Without limiting the generality of the foregoing, during thenine months ended* September 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 previous paragraphs (1)
Previous report — wording carried elsewhere
(2) The weighted average price paid per share of common stock does not include the cost of broker commissions or the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022.