Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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).
−Removed: The share repurchase program terminated in July when the maximum dollar amount was expended.
−Removed: The following table presents information with respect to HealthStream's repurchases of common stock during the quarter ended June 30, 2025.
+Added: On May 8, 2025, the Company’s Board of Directors approved a share repurchase program for the Company’s common stock, under which the Company was authorized to repurchase up to $25.0 million of outstanding shares of common stock.
+Added: Pursuant to the authorization, the Company was authorized to make repurchases in the open market, including under a Rule 10b5-1 plan, through privately negotiated transactions, or otherwise.
+Added: Under this program, during the three and nine months ended September 30, 2025, the Company repurchased 255,833 shares and 905,786 shares of common stock at an aggregate fair value of $6.9 million and $25.0 million, respectively, reflecting an average price per share of $26.94 and $27.60 (excluding the cost of broker commissions), respectively.
+Added: This share repurchase program is no longer in effect as the maximum dollar amount under this program was expended during the three months ended September 30, 2025 as referenced above.
+Added: The following table presents information with respect to HealthStream's repurchases of common stock during the three months ended September 30, 2025.
(a) Total number of shares (or units) purchased
2 unchanged sentences
(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
−Removed: Month #1 (April 1 - April 30)
−Removed: Month #2 (May 1 - May 31)
−Removed: Month #3 (June 1 - June 30)
+Added: Month #1 (July 1 - July 31)
+Added: Month #2 (August 1 - August 31)
+Added: Month #3 (September 1 - September 30)
(1) The weighted average price paid per share of common stock does not include the cost of broker commissions.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.