Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 8, 2025, the Company’s Board of Directors approved a new share repurchase program for the Company’s common stock, under which the Company may repurchase up to $25.0 million of outstanding shares of common stock. Pursuant to the authorization, repurchases may be made from time to time in the open market, including under a Rule 10b5-1 plan, through privately negotiated transactions, or otherwise. In addition, any repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors. Under this program, during the three months ended June 30, 2025, the Company repurchased and subsequently retired 649,953 shares of common stock at an aggregate fair value of $18.1 million, reflecting an average price per share of $27.86 (excluding the cost of broker commissions), and the Company continued to repurchase shares pursuant to this authorization during the third quarter, completing the program in July by repurchasing and retiring 255,833 shares valued at $6.9 million, reflecting an average price per share of $26.94 (excluding the cost of broker commissions). The share repurchase program terminated in July when the maximum dollar amount was expended.
The following table presents information with respect to HealthStream's repurchases of common stock during the quarter ended June 30, 2025.
Period
(a) Total number of shares (or units) purchased
(b) Average price paid per share (or unit)(1)
(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
Month #1 (April 1 - April 30)
—
$
—
—
$
—
Month #2 (May 1 - May 31)
393,959
28.16
11,094,372
13,905,628
Month #3 (June 1 - June 30)
255,994
27.40
7,013,708
6,891,920
Total
649,953
$
27.86
18,108,080
$
6,891,920
(1) The weighted average price paid per share of common stock does not include the cost of broker commissions.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.