Form 8-K

8-K — HEALTHSTREAM INC

Accession: 0001437749-26-014670

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001095565

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — hstm20260125_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_911742.htm)

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0001095565

2026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026 (May 4, 2026)

HealthStream, Inc.

(Exact name of Registrant as Specified in Its Charter)

Tennessee

000-27701

62-1443555

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

500 11th Avenue North, Suite 850,

Nashville, Tennessee

37203

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 615-301-3100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (Par Value $0.00)

HSTM

Nasdaq

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2026, HealthStream, Inc. (the “Company”) issued a press release announcing results of operations for the first quarter ended March 31, 2026 and reaffirming guidance for the full year 2026, the text of which is set forth in Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

On May 4, 2026 the Company issued a press release announcing results of operations for the first quarter ended March 31, 2026 and reaffirming guidance for the full year 2026, the text of which is set forth in Exhibit 99.1.

Item 8.01 Other Events.

On May 4, 2026, we announced that our Board of Directors declared a quarterly cash dividend under the Company's dividend policy in the amount of $0.035 per share of the Company’s outstanding common stock, which dividend will be payable on May 29, 2026 to holders of record on May 18, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1*

Press release dated May 4, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Furnished herewith.

Exhibit Index

Exhibit

Number

Description

99.1*

Press release dated May 4, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HealthStream, Inc.

Date: May 4, 2026

By:

/s/ Scott A. Roberts

Scott A. Roberts

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_911742.htm · Sequence: 2

ex_911742.htm

HealthStream Announces First Quarter 2026 Results

Page 1

May 4, 2026

Exhibit 99.1

Contact:

Scott A. Roberts

Chief Financial Officer

(615) 301-3182

ir@healthstream.com

Media:

Mollie Condra, Ph.D.

Head, Investor Relations & Communications

(615) 301-3237

mollie.condra@healthstream.com

HEALTHSTREAM ANNOUNCES FIRST QUARTER 2026 RESULTS

NASHVILLE, Tenn. (May 4, 2026)—HealthStream, Inc. (the "Company") (Nasdaq: HSTM), a leading healthcare technology platform company for clinical workforce solutions, today announced results for the first quarter ended March 31, 2026.

First Quarter 2026

•

Revenues of $81.2 million, up 10.5% from $73.5 million in the first quarter of 2025, setting a new Company record for quarterly revenue

•

Operating income of $7.5 million, up 71.6% from $4.4 million in the first quarter of 2025

•

Net income of $5.9 million, up 36.4% from $4.3 million in the first quarter of 2025

•

Earnings per share (EPS) of $0.20 per share (diluted), up from $0.14 per share (diluted) in the first quarter of 2025

•

Adjusted EBITDA1 of $20.1 million, up 24.1% from $16.2 million in the first quarter of 2025

•

Board of Directors declared a quarterly cash dividend of $0.035 per share, payable on May 29, 2026 to holders of record on May 18, 2026

•

Authorized a share repurchase program to repurchase up to $10.0 million of outstanding shares of common stock on March 13, 2026

•

Michael M. Collier named Chief Operating Officer & Executive Vice President

Financial Results:

First Quarter 2026 Compared to First Quarter 2025

Revenues for the first quarter of 2026 increased by $7.7 million, or 10.5%, to $81.2 million, compared to $73.5 million for the first quarter of 2025. Subscription revenues increased by $7.6 million, or 10.7%, and professional services revenues increased by $0.1 million compared to the first quarter of 2025. Compared to the first quarter of 2025, revenue growth for the first quarter of 2026 was positively impacted by $3.4 million from our acquisitions of Virsys12 and MissionCare Collective completed during the fourth quarter of 2025 and $4.3 million from growth across our existing portfolio of solutions.

Operating income was $7.5 million for the first quarter of 2026, up 71.6% from $4.4 million in the first quarter of 2025. The improvement in operating income was primarily attributable to increased revenues and sublease income associated with our sublease that commenced during the second quarter of 2025. These improvements were partially offset by higher expenses in the first quarter of 2026 to support investments in several areas of the business, primarily in our platform and enterprise applications, resulting in higher labor costs, increased royalties expense, and higher cloud hosting and third-party software expenses, along with increased amortization expense from our fourth quarter 2025 acquisitions.

Net income was $5.9 million in the first quarter of 2026, up 36.4% from $4.3 million in the first quarter of 2025, and EPS was $0.20 per share (diluted) in the first quarter of 2026, up from $0.14 per share (diluted) in the first quarter of 2025.

Adjusted EBITDA was $20.1 million for the first quarter of 2026, up 24.1% from $16.2 million in the first quarter of 2025.

1 Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of adjusted EBITDA to net income and disclosure regarding why we believe adjusted EBITDA provides useful information to investors is included later in this release.

HealthStream Announces First Quarter 2026 Results

Page 2

May 4, 2026

At March 31, 2026, the Company had cash, cash equivalents, and marketable securities of $66.5 million. The Company does not have any outstanding indebtedness from borrowed money. Capital expenditures incurred during the first quarter of 2026 were $7.3 million.

Other Business Updates

On March 13, 2026, the Company announced 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 will terminate 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, 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.

Additionally, during the three months ended March 31, 2026, the Company repurchased 222,978 shares of common stock at an aggregate fair value of $5.0 million under its previously announced share repurchase program that was authorized on November 11, 2025. This program authorized the Company to repurchase up to $10.0 million of its outstanding shares of common stock and terminated during the three months ended March 31, 2026 when the maximum dollar amount under the program was expended.

In total during the first quarter of 2026, the Company repurchased 342,345 shares of common stock under the share repurchase programs described above at an aggregate fair value of $7.5 million, reflecting an average purchase of $21.91 per share.

On May 4, 2026, the Board of Directors approved a quarterly cash dividend under the Company's dividend policy of $0.035 per share, payable on May 29, 2026 to holders of record on May 18, 2026.

Financial Outlook for 2026

The Company reaffirms its guidance for 2026 for the measures set forth below as previously announced on February 23, 2026.

Full Year 2026 Guidance

Low

High

Revenue

323.0

330.0

million

Net Income

20.4

22.8

million

Adjusted EBITDA1

73.0

77.0

million

Capital Expenditures

31.0

34.0

million

1 Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of projected adjusted EBITDA to projected net income (the most comparable GAAP measure) is included later in this release.

The Company’s guidance for 2026, as set forth above, reflects the Company’s assumptions regarding, among other things, expectations for new sales and renewals, and assumes that general economic conditions do not deteriorate. This guidance does not include the impact of any future acquisitions or dispositions that we may complete during 2026, gains or losses from changes in the fair value of non-marketable equity investments or contingent consideration, or impairment of long-lived assets.

HealthStream Announces First Quarter 2026 Results

Page 3

May 4, 2026

Executive Personnel Announcement

Today, HealthStream announced the promotion of Michael M. Collier from Executive Vice President to Chief Operating Officer (COO) & Executive Vice President. In this expanded role, Mr. Collier will lead enterprise operations across HealthStream, including customer experience functions, corporate development and mergers and acquisitions, implementations, legal, human resources, partnerships, business enablement, and other critical areas. He will also serve as executive sponsor for the Company’s AI transformation, driving AI readiness across operational teams and advancing the use of AI to support the workforce and internal business processes. Since joining HealthStream in 2011 as a corporate attorney, Mr. Collier has advanced through roles of increasing responsibility and has been instrumental in the Company’s growth, including leading more than two dozen successful acquisitions.

Robert A. Frist, Jr., Chief Executive Officer, HealthStream, said “HealthStream delivered strong first quarter results in 2026 with revenues up 10.5%, operating income up 71.6%, and adjusted EBITDA up 24.1%, compared to the first quarter of 2025. These results reflect disciplined execution and continued momentum across our business. Our results give us flexibility to invest in areas that we believe will drive ongoing growth and expansion—like our Career Networks and enterprise application suites—as well as our hStream platform and the AI elements that are increasingly at its core.”

A conference call with Robert A. Frist, Jr., Chief Executive Officer, Scott A. Roberts, Chief Financial Officer and Senior Vice President, and Mollie Condra, Head, Investor Relations and Communications, will be held on Tuesday, May 5, 2026, at 9:00 a.m. (ET). Participants may access the conference call live via webcast using this link: https://edge.media-server.com/mmc/p/5oqw9zvm. To participate via telephone, please register in advance using this link: https://register-conf.media-server.com/register/BI5e8b8a5e7bce472e817c80491726179a. A replay of the conference call and webcast will be archived on the Company’s website in the Investor Relations section under “Events & Presentations.”

Use of Non-GAAP Financial Measures

This press release presents adjusted EBITDA, a non-GAAP financial measure used by management in analyzing the Company’s financial results and ongoing operational performance. In order to better assess the Company’s financial results, management believes that net income before interest, income taxes, stock-based compensation, depreciation and amortization, impairments of long-lived assets, changes in fair value of contingent consideration, and changes in fair value of, including gains (losses) on the sale of, non-marketable equity investments (“adjusted EBITDA”) is a useful measure for evaluating the operating performance of the Company because adjusted EBITDA reflects net income adjusted for certain GAAP accounting, non-cash, and/or non-operating items which may not, in any such case, fully reflect the underlying operating performance of our business. Beginning with the presentation of adjusted EBITDA for the year ended December 31, 2025, the Company has included adjustments in the definition of adjusted EBITDA for impairment of long-lived assets and changes in fair value of contingent consideration because the Company believes that these amounts may not be reflective of the underlying operational performance of our business and that including these adjustments is consistent with the intended purpose of adjusted EBITDA with respect to reflecting the underlying operating performance of our business and comparing the Company’s operational performance between periods. We believe that adjusted EBITDA is useful to investors to assess the Company’s ongoing operating performance and to compare the Company’s operating performance between periods. In addition, certain short-term cash incentive bonuses and performance-based equity awards are based on the achievement of adjusted EBITDA (as defined in applicable bonus and equity grant documentation) targets.

Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a measure of financial performance under GAAP. Because adjusted EBITDA is not a measurement determined in accordance with GAAP, adjusted EBITDA is susceptible to varying calculations. Accordingly, adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies and has limitations as an analytical tool.

Adjusted EBITDA should not be considered a substitute for, or superior to, measures of financial performance, which are prepared in accordance with GAAP. Investors are encouraged to review the reconciliations of adjusted EBITDA to net income (the most comparable GAAP measure), which is set forth below in this release.

About HealthStream

HealthStream (Nasdaq: HSTM) is the healthcare industry’s largest ecosystem of platform-delivered clinical workforce solutions that empowers healthcare professionals to do what they do best: deliver excellence in patient care. For more information about HealthStream, visit www.healthstream.com or call 615-301-3100.

HealthStream Announces First Quarter 2026 Results

Page 4

May 4, 2026

HEALTHSTREAM, INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

Three Months Ended

March 31, 2026

March 31, 2025

Revenues, net

81,203

73,485

Operating costs and expenses:

Cost of revenues (excluding depreciation and amortization)

27,758

25,487

Product development

13,606

12,047

Sales and marketing

12,960

12,149

General and administrative

8,002

8,669

Depreciation and amortization

11,365

10,755

Total operating costs and expenses

73,691

69,107

Operating income

7,512

4,378

Interest income

414

931

Other expense, net

(106

)

(61

)

Income before income tax provision

7,820

5,248

Income tax provision

1,910

916

Net income

5,910

4,332

Net income per share:

Basic

0.20

0.14

Diluted

0.20

0.14

Weighted average shares of common stock outstanding:

Basic

29,376

30,444

Diluted

29,424

30,587

Dividends declared per share

0.035

0.031

HealthStream Announces First Quarter 2026 Results

Page 5

May 4, 2026

HEALTHSTREAM, INC.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

March 31,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

48,711

36,161

Marketable securities

17,787

20,843

Accounts and unbilled receivables, net

43,444

38,998

Prepaid and other current assets

23,081

23,654

Total current assets

133,023

119,656

Capitalized software development, net

45,621

45,581

Property and equipment, net

10,203

10,661

Operating lease right of use assets, net

14,445

15,272

Goodwill and intangible assets, net

276,358

282,448

Other assets

47,791

46,756

Total assets

527,441

520,374

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable, accrued, and other liabilities

30,112

35,729

Deferred revenue

106,402

88,417

Total current liabilities

136,514

124,146

Deferred tax liabilities

17,977

18,246

Deferred revenue, noncurrent

1,320

1,344

Operating lease liability, noncurrent

14,067

14,684

Other long-term liabilities

5,571

7,931

Total liabilities

175,449

166,351

Shareholders’ equity:

Common stock

225,089

231,797

Accumulated other comprehensive loss

(1,566

)

(1,361

)

Retained earnings

128,469

123,587

Total shareholders’ equity

351,992

354,023

Total liabilities and shareholders' equity

527,441

520,374

HealthStream Announces First Quarter 2026 Results

Page 6

May 4, 2026

HEALTHSTREAM, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Operating activities:

Net income

5,910

4,332

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

11,365

10,755

Stock-based compensation

1,309

1,104

Amortization of deferred commissions

3,286

3,150

Deferred income taxes

—

751

Provision for credit losses

237

Loss on equity method investments

Other

(160

)

(399

)

Changes in assets and liabilities:

Accounts and unbilled receivables

(4,550

)

(1,002

)

Prepaid and other assets

(2,006

)

(2,512

)

Accounts payable, accrued, and other liabilities

(6,050

)

(6,871

)

Deferred revenue

17,900

17,457

Net cash provided by operating activities

27,136

27,074

Investing activities:

Cash paid for acquisitions

(302

)

—

Proceeds from marketable securities, net of purchases

3,203

2,097

Purchase of other investments

(1,750

)

(500

)

Purchases of property and equipment

(740

)

(1,055

)

Payments associated with capitalized software development

(6,727

)

(7,790

)

Net cash used in investing activities

(6,316

)

(7,248

)

Financing activities:

Taxes paid related to net settlement of equity awards

(582

)

(1,070

)

Payment of cash dividends

(1,028

)

(943

)

Repurchases of common stock

(6,723

)

—

Net cash used in financing activities

(8,333

)

(2,013

)

Effect of exchange rate changes on cash and cash equivalents

Net increase in cash and cash equivalents

12,550

17,820

Cash and cash equivalents at beginning of period

36,161

59,469

Cash and cash equivalents at end of period

48,711

77,289

HealthStream Announces First Quarter 2026 Results

Page 7

May 4, 2026

Reconciliation of GAAP to Non-GAAP Financial Measures(1)

Operating Results Summary

(In thousands)

(Unaudited)

Three Months Ended March 31,

2026

2025

GAAP net income

5,910

4,332

Interest income

(414

)

(931

)

Interest expense

Income tax provision

1,910

916

Stock-based compensation expense

1,309

1,104

Depreciation and amortization

11,365

10,755

Adjusted EBITDA

20,105

16,201

(1) This press release presents adjusted EBITDA, which is a non-GAAP financial measure used by management in analyzing its financial results and ongoing operational performance.

HealthStream Announces First Quarter 2026 Results

Page 8

May 4, 2026

Reconciliation of GAAP to Non-GAAP Financial Measures

Financial Outlook for 2026

(In thousands)

(Unaudited)

Low

High

Net income

20,400

22,800

Interest income

(1,900

)

(2,100

)

Interest expense

100

Income tax provision

5,700

6,500

Stock-based compensation expense

3,900

4,500

Depreciation and amortization

44,800

45,200

Adjusted EBITDA

73,000

77,000

HealthStream Announces First Quarter 2026 Results

Page 9

May 4, 2026

This press release includes certain forward-looking statements (statements other than solely with respect to historical fact), including statements regarding expectations for financial performance for 2026 and our quarterly dividend that involve risks and uncertainties regarding HealthStream. These statements are based upon management’s beliefs, as well as assumptions made by and data currently available to management. This information has been, or in the future may be, included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the forward-looking statements, including as a result of negative economic conditions, changes in U.S. policy, adverse developments impacting the technology and healthcare industry, tariff and trade-related developments, inflationary pressures, geopolitical instability, and legal requirements and contractual restrictions which may affect continuation of our quarterly cash dividend policy and the declaration and/or payment of dividends thereunder, which may be modified, suspended, or canceled in any manner and at any time that our Board may deem necessary or appropriate, as well as risks referenced in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 27, 2026, and in the Company’s other filings with the Securities and Exchange Commission from time to time. Consequently, such forward-looking information should not be regarded as a representation or warranty or statement by the Company that such projections will be realized. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to update or revise any such forward-looking statements.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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