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Close of Nov 06, 2026 · end-of-day data
HSTM 8-K filings, explained
Every material Form 8-K HealthStream has filed with the SEC since February 24, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
HealthStream reported third quarter 2026 revenue of $83.3 million, up 8.9%, while net income fell 11.7% to $5.4 million and diluted EPS fell to $0.18 from $0.20. The company raised its full-year 2026 revenue, net income and adjusted EBITDA guidance, and declared a $0.035 quarterly dividend.
Q3 2026 revenue $83.3 million, up 8.9% from $76.5 million; operating income $6.6 million, down 13.0%
Q3 net income $5.4 million, down 11.7%; diluted EPS $0.18 versus $0.20; adjusted EBITDA $19.3 million, up 1.0%
2026 guidance raised: revenue $331.0 million to $333.0 million; net income $21.8 million to $22.4 million; adjusted EBITDA $77.0 million to $78.0 million
Quarterly dividend of $0.035 per share payable November 27, 2026 to holders of record on November 16, 2026
HealthStream's Compensation Committee approved special grants of time-based and performance-based restricted share units to its named executive officers on September 18, 2026, under its shareholder-approved 2022 Omnibus Incentive Plan. The grants are meant to encourage future performance and retention, and they add to the equity compensation of these officers.
Four named executive officers (Robert A. Frist, Jr., Michael M. Collier, Trisha L. Coady, Kevin P. O'Hara) each received 15,395 time-based RSUs with a grant date fair value of $450,000, plus 5,132 performance-based RSUs valued at $150,000 e
Scott A. Roberts received 12,316 time-based RSUs valued at $360,000 and 4,105 performance-based RSUs valued at $120,000.
Time-based RSUs vest in equal annual 25% installments over four years from the grant date.
Performance-based RSUs vest in 25% increments tied to annual targets for 2027 through 2030, to be set by the Committee.
HealthStream issued 1,355,932 new shares to WJRJJ Ventures, LLC for about $40 million, and CEO Robert A. Frist, Jr. sold the investor 144,068 existing shares for about $4.25 million, both at $29.50 per share; the transaction closed September 14, 2026. The issuance increases the number of shares outstanding, and the company intends to use the net proceeds for general corporate purposes, including investment in its solutions, working capital and potential acquisitions. Because WJRJJ's owner has ties to Empath Nursing, a company in which HealthStream holds about 5%, the deal was approved by the audit committee and disinterested directors.
Company issued 1,355,932 new common shares at $29.50 each for about $40 million in cash, closing September 14, 2026.
CEO Robert A. Frist, Jr. sold 144,068 existing shares to WJRJJ Ventures for about $4.25 million at $29.50 per share.
Related-party link: WJRJJ owns about 42% of Empath Nursing, and HealthStream holds about 5% of Empath; the audit committee approved the deal and Mr. Frist abstained.
The investor is subject to standstill obligations for 12 months, and a registration rights agreement covers resale of the shares, with filing due within 45 days of an investor request.
HealthStream entered into a Second Amendment to its revolving credit agreement with Truist Bank as administrative agent, keeping the $50 million facility on terms consistent with the prior agreement. The amendment extends the facility's maturity to September 10, 2031 and sets initial interest margins and a commitment fee, giving the company continued access to revolving credit under unsecured terms.
Revolving loans up to $50 million, with $5 million sublimits for swingline loans and standby letters of credit
Credit facility matures September 10, 2031; the company can seek to increase availability by up to $25 million, subject to lender commitments
Initial applicable margins of 0.50% for base rate loans and 1.50% for SOFR loans; initial commitment fee of 20 basis points per annum
Financial covenants require a net funded debt leverage ratio of not more than 3.00 to 1.00 and an interest coverage ratio of not less than 3.00 to 1.00
HealthStream reported second-quarter 2026 revenue of $83.7 million, up 12.5% and a company record, with net income of $6.7 million and diluted EPS of $0.23, both up from the second quarter of 2025. The company raised its full-year 2026 revenue and adjusted EBITDA guidance but lowered its net income guidance, and declared a quarterly dividend of $0.035 per share.
Q2 2026 revenue $83.7 million, up 12.5% from $74.4 million; operating income $8.3 million, up 41.4%
Diluted EPS $0.23 versus $0.18 a year earlier; net income $6.7 million, up 23.8%
2026 revenue guidance raised to $327.0 million to $332.0 million from $323.0 million to $330.0 million
2026 net income guidance lowered to $19.5 million to $22.2 million from $20.4 million to $22.8 million; adjusted EBITDA guidance raised to $74.0 million to $78.0 million
HealthStream named Michael M. Collier its Chief Operating Officer and Executive Vice President, up from EVP of Corporate Strategy, Development & Operations, and he will lead enterprise operations including M&A and AI transformation. The filing also discloses option grants to Collier and CEO Robert A. Frist, Jr. of 18,781 shares each at $23.96, which equals the May 8, 2026 closing price. The promotion is a management change, and the option grants add to executive equity compensation.
Michael M. Collier promoted from EVP, Corporate Strategy, Development & Operations to Chief Operating Officer and EVP, announced alongside May 4, 2026 Q1 results release
Collier receives stock options for 18,781 shares at $23.96 per share, vesting 15%, 20%, 20%, 20% and 25% over five years
CEO Robert A. Frist, Jr. receives options for 18,781 shares at $23.96 per share on the same May 8, 2026 grant date and vesting schedule
HealthStream reported first quarter 2026 revenue of $81.2 million, up 10.5% from a year earlier, with net income of $5.9 million and diluted EPS of $0.20, up from $0.14. The company reaffirmed its full-year 2026 guidance, including revenue of $323.0 million to $330.0 million, and declared a $0.035 quarterly dividend.
Revenue of $81.2 million, up 10.5% from $73.5 million in Q1 2025; acquisitions contributed $3.4 million of the increase.
Net income of $5.9 million, up 36.4%; diluted EPS of $0.20 versus $0.14 a year earlier.
2026 guidance reaffirmed: revenue $323.0 million to $330.0 million; net income $20.4 million to $22.8 million.
Michael M. Collier promoted to Chief Operating Officer & Executive Vice President; quarterly dividend of $0.035 payable May 29, 2026.
HealthStream's board approved a new share repurchase program of up to $10 million of common stock, running until September 12, 2026 or until the limit is used. The company also amended its revolving credit agreement with Truist Bank to loosen limits on dividends and share repurchases, which matters to shareholders because it gives the company more room to return cash to them.
Share repurchase program authorizes up to $10 million of common stock, ending on the earlier of September 12, 2026 or full use of the amount
Amendment permits restricted payments that keep pro forma leverage at or below 1.50:1.00, with no default in effect
Amendment adds up to $50 million of additional restricted payments, provided no default or event of default exists
The filing does not state repurchase timing; the program may be suspended, modified, or discontinued at any time
HealthStream reported record fourth-quarter 2025 revenue of $79.7 million, up 7.4%, but GAAP net income fell 48.1% to $2.5 million, mainly due to a $3.8 million charge tied to its CEO's stock contribution. The company also gave 2026 guidance of $323.0 million to $330.0 million in revenue and declared a quarterly dividend of $0.035 per share, up 12.9%.
Q4 2025 revenue $79.7 million, up 7.4% from $74.2 million; GAAP operating income $2.4 million, down 48.8%
$3.8 million charge from the CEO Stock Gift; GAAP diluted EPS $0.09 vs. $0.16 a year earlier, and non-GAAP diluted EPS $0.18
2026 guidance: revenue $323.0 million to $330.0 million; net income $20.4 million to $22.8 million
Quarterly dividend of $0.035 per share, up from $0.031, payable March 20, 2026 to holders of record on March 9, 2026
HealthStream reported third-quarter 2025 revenue of $76.5 million, up 4.6%, and net income of $6.1 million, up 6.3%, with diluted EPS of $0.20 versus $0.19 a year earlier. The company narrowed its full-year 2025 guidance ranges, with revenue now expected at $299.5 million to $301.5 million, versus the prior $297.5 million to $303.5 million, while the midpoints of the revenue, net income and adjusted EBITDA ranges are unchanged.
Q3 2025 revenue was $76.5 million, up from $73.1 million; operating income rose 16.5% to $7.6 million.
Full-year 2025 revenue guidance is $299.5 million to $301.5 million; adjusted EBITDA guidance is $69.5 million to $71.5 million.
The Board declared a quarterly dividend of $0.031 per share, payable November 28, 2025 to holders of record on November 17, 2025.
The Virsys12 acquisition closed October 8, 2025, for $13.0 million in cash plus up to $4.0 million contingent on performance.
HealthStream reported second-quarter 2025 revenue of $74.4 million, up 4.0% and a company record, with net income of $5.4 million, up 29.3%, and diluted EPS of $0.18 versus $0.14 a year earlier. The company raised its 2025 net income guidance to $19.5 million-$22.4 million from $18.6 million-$21.0 million, and the board declared a $0.031 quarterly dividend.
Q2 2025 revenue was $74.4 million, up from $71.6 million in Q2 2024, a company record for quarterly revenue.
Q2 2025 net income was $5.4 million and diluted EPS was $0.18, compared with $4.2 million and $0.14 in Q2 2024.
Full-year 2025 net income guidance was raised to $19.5 million-$22.4 million from $18.6 million-$21.0 million; revenue guidance is $297.5 million-$303.5 million.
The board declared a $0.031 per share dividend payable August 29, 2025, to holders of record on August 18, 2025; the $25.0 million buyback program was completed in July.
HealthStream reported first-quarter 2025 revenue of $73.5 million, up 1.0%, but net income fell 17.1% to $4.3 million and diluted EPS fell to $0.14 from $0.17. The company lowered its 2025 revenue, net income and adjusted EBITDA guidance, citing technology scaling issues with CredentialStream and macroeconomic conditions affecting renewals and purchasing, so shareholders face higher revenue alongside lower profit and a reduced outlook.
Q1 2025 revenue of $73.5 million, up 1.0% from $72.8 million; net income of $4.3 million, down 17.1% from $5.2 million
Diluted EPS of $0.14 versus $0.17 a year earlier; operating income of $4.4 million, down 23.1%
2025 revenue guidance cut to $297.5 million to $303.5 million from $302.0 million to $307.0 million
2025 adjusted EBITDA guidance lowered to $68.5 million to $72.5 million from $70.0 million to $74.0 million; quarterly dividend of $0.031 per share payable May 30, 2025
HealthStream director William W. Stead, M.D. told the company on March 24, 2025 that he will not stand for re-election as a Class I director and will retire from the Board at the upcoming annual stockholder meeting. The filing states the decision is not the result of any disagreement with the company. The change is a routine board transition that does not alter company financial results or guidance.
Dr. William W. Stead, M.D. notified the company on March 24, 2025 of his decision
He will not stand for re-election as a Class I director at the annual stockholders meeting
His retirement from the Board takes effect concurrently with that annual meeting
The filing states the departure is not the result of any disagreement with the company
HealthStream appointed Charles E. Beard, Jr. to its Board of Directors effective March 7, 2025, with a Class I term expiring at the 2028 annual meeting. He is also expected to serve on the Board's Audit Committee. The filing describes a board addition and does not report any change in financial results or guidance.
Board appointment effective March 7, 2025; Class I director with term expiring at the 2028 annual meeting
Expected to serve on the Audit Committee
Beard retired in December 2024 as Chief Operating Officer at Guidehouse
Filing states no related-party transactions requiring disclosure under Item 404(a)
HealthStream disclosed that Executive Vice President Michael Sousa will resign effective March 31, 2025, and that three executives were promoted to EVP roles, including Michael Collier, Trisha Coady and Kevin O'Hara. Each promoted executive received performance-based RSUs with a grant date fair value of approximately $400,000, approved by the Compensation Committee on February 27, 2025. The changes were previously announced in the February 24, 2025 earnings release.
Michael Sousa, EVP Enterprise Applications, intends to resign effective March 31, 2025
Michael Collier promoted to EVP, Corporate Strategy, Development & Operations; Trisha Coady to EVP, Workforce Development Solutions; Kevin O'Hara to EVP, Enterprise Workforce Platform
Each promotion includes performance-based RSUs with grant date fair value of approximately $400,000, vesting in increments over 2026 to 2030, plus base salary increases
HealthStream reported fourth-quarter and full-year 2024 results with higher revenue, net income and EPS compared with 2023, and gave 2025 guidance calling for revenue of $302.0 million to $307.0 million and adjusted EBITDA of $70.0 million to $74.0 million. The company also declared a quarterly dividend of $0.031 per share, up 10.7% from $0.028, and announced executive promotions and the planned departure of EVP Michael Sousa at the end of the first quarter of 2025.
Q4 2024 revenue was $74.2 million, up 5.2%; diluted EPS was $0.16 versus $0.15 a year earlier.
Full-year 2024 revenue was $291.6 million, up 4.5%; net income was $20.0 million, up 31.5%, and diluted EPS was $0.66 versus $0.50.
2025 guidance: revenue $302.0 million to $307.0 million; net income $19.2 million to $21.4 million; adjusted EBITDA $70.0 million to $74.0 million.
Quarterly dividend of $0.031 per share is payable March 21, 2025 to holders of record on March 10, 2025.
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