What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-28 · 58 added, 67 removed, 292 unchanged (30% of the section changed)

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Today, we are characterized by our single platform strategy, which is designed to create interoperability among the various applications in our ecosystem through our proprietary hStream technology platform.

Increasingly, our hStream technology platform extends artificial intelligence (AI) capabilities to the applications it powers and serves as the system of record on which healthcare workforce AI relies.

We believe that our single platform strategy, as represented by hStream, is the best way to realize our mission of improving the quality of care by developing the people who deliver care, and the best way to create value for our shareholders in the process.

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For healthcare professionals and students—our primary end users—HealthStream’s solutions help them to professionally develop their knowledge and skills, manage and fulfill their required continuing education and certifications, manage their schedules, including swapping and filling shifts, engage with peers, provide personalized competency development, and optimize their career pathways.

For both healthcare organizations and healthcare professionals and students, HealthStream’s solutions are generally accessed through SaaS application suites that are increasingly enhanced through our hStream technology platform.

Additionally, our emerging Career Networks provide value directly to healthcare professionals and students, enabling them to evolve their professional identity, skills, portfolio, and career over time.

Our learning, credentialing, and scheduling application suites are designed to help solve the most critical problems facing the healthcare workforce today.

They accomplish this by utilizing a combination of established and cutting-edge technologies, such as initiative and workflow management capabilities;

This is achieved through a combination of established and cutting-edge technologies, such as initiative and workflow management capabilities;

proprietary taxonomy engines;

dynamic engagement models;

artificial intelligence and machine learning (AI/ML) driven clinical assessments;

AI and machine learning (ML) driven clinical assessments;

physical-based simulations;

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and automated license monitoring and validation.

HealthStream’s success in offering the largest, most diverse ecosystem of workforce solutions in healthcare has made it a thought leader and barometer of innovation for the industry.

HealthStream’s success in offering one of the largest, most diverse ecosystem of workforce solutions in healthcare has made it a thought leader and barometer of innovation for the industry.

From its roots in originating online learning for healthcare organizations to the Company's more recent release of "Competency Suite" the first AI/ML-driven clinical competency development system, HealthStream continues to believe that the key to quality patient care lies in the people who deliver care.

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It began providing its SaaS-based workforce solutions in 1999, its provider solutions in 2012, and launched the hStream technology platform in 2018.

Since January 2023, the Company’s operations have been streamlined around a consolidated, enterprise approach such that the Company ceased having two reportable business segments (Workforce Solutions and Provider Solutions).

As such, beginning January 1, 2023, the Company has had a single reportable segment and presents financial information on a single segment basis.

Since January 2023, the Company’s operations have been streamlined around a consolidated, enterprise approach, and since January 1, 2023, the Company has had a single reportable segment and presents financial information on a single segment basis.

HealthStream is headquartered in Nashville, Tennessee and had 1,139 full-time and 21 part-time employees as of December 31, 2025.

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Organizations in the continuum of care employ approximately 3.2 million employees in post-acute care facilities and over 0.9 million employees in health and human services facilities.

Despite the number of individuals currently employed in healthcare, leaders in the industry routinely cite recruitment and retention of the clinical workforce among the more pressing concerns facing healthcare today, as a shortage of staffing for qualified and competent caregivers continues to create both fiscal and quality challenges for the organizations who provide care.

All of the approximately 5.8 million hospital-based healthcare professionals that work in the nation’s approximately 6,100 inpatient hospitals that are registered with Medicare are required by federal and state mandates and accrediting bodies to complete training in a number of areas.

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The ongoing nursing shortage, for example, is resulting in skill gaps and rising costs.

According to the National Center for Health Workforce Analysis (2024), there is a projected 10% shortage of registered nurses (RNs) in 2027.

By 2037, the shortage projected is 6%, a shortage of 207,980 full-time equivalent RNs.

The National Center for Health Workforce Analysis (2025) projects a 3% shortage of RNs nationwide and an 11% shortage in nonmetro areas in 2038.

The demand for full-time LPNs is projected to grow faster than supply between 2023 and 2038, resulting in a 30% shortage.

We believe that offering training and education and other engagement solutions for hospital personnel is increasingly being utilized as a retention and recruitment incentive.

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Historically, healthcare professionals have received continuing education and training through offline publications, such as medical journals or by attending conferences and seminars.

Other healthcare workers and pharmaceutical and medical device manufacturers’ sales and internal regulatory personnel usually fulfill their training from external vendors or internal training departments.

Other healthcare workers and pharmaceutical and medical device manufacturers’ sales and internal regulatory personnel usually fulfill their training requirements using external vendors or internal training departments.

While these approaches satisfy the ongoing education and training requirements, they are typically costly and inconvenient.

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HEALTHSTREAM ’ S SOLUTIONS

HealthStream’s products, services, and operations are organized and managed under our One HealthStream approach.

HealthStream’s clinical workforce products, services, and operations are organized and managed under our One HealthStream approach.

Through this One HealthStream approach, we collectively help healthcare organizations meet their ongoing learning, clinical development, credentialing, and scheduling needs.

HealthStream’s solutions are provided to a wide range of customers within the healthcare industry.

Increasingly, HealthStream’s solutions are powered by our hStream technology platform and the identity management functionality that is at the core of the platform, which is referred to as the hStream ID.

The hStream ID facilitates interoperability by allowing an individual’s data to travel with them across applications and throughout their career.

The hStream ID is beginning to allow HealthStream to design solutions that are specifically tailored to help the individuals who provide care do their job more efficiently and effectively and with a greater sense of engagement and satisfaction.

Our underlying solutions are comprised primarily of SaaS, subscription-based applications that are used by healthcare organizations to meet a broad range of their workforce development needs around learning, clinical development, credentialing, and scheduling.

Nursing schools, nursing students, as well as individual healthcare professionals are also beginning to utilize our training and education solutions.

Nursing schools, nursing students, and other individual healthcare professionals are beginning to utilize our training and education solutions through our direct-to-student and professional career networks.

Our numerous content libraries allow customers to subscribe to a wide array of courseware, which includes content from leading healthcare and nursing associations, medical and healthcare publishers, and other ecosystem partners.

Our scheduling solutions provide customers with real-time visibility into clinical staff scheduling that enables them to optimize their workforce, reduce costs, and improve care.

Our SaaS-based credentialing, privileging, and enrollment solution, CredentialStream, provides customers an intuitive, modern user experience, evidence-based content, and curated data, all which provides healthcare organizations with tools to support the provider lifecycle management from recruiting, application submission, verification of licensure and other credentials, privileging, appointments by credentialing committees, enrollment, network, management, onboarding, and performance evaluations of providers.

Our SaaS-based credentialing, privileging, and enrollment solution, CredentialStream, delivers an intuitive, modern user experience, evidence-based content, and curated data, all which provides healthcare organizations with tools to support the provider lifecycle management from recruiting, application submission, verification of licensure and other credentials, privileging, appointments by credentialing committees, enrollment, network, management, onboarding, and performance evaluations of providers.

Pricing for hStream and HealthStream’s products is primarily subscription-based, with fees based on the number of subscriptions, solutions provided, and other factors.

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BUSINESS ACQUISITIONS

As part of our overall growth strategy, we evaluate opportunities for mergers and acquisitions, and since the beginning of 2022, we have completed four acquisitions.

In May 2022, we acquired the remaining ownership interest (representing approximately 82% of the outstanding equity interests) of CloudCME, LLC (CloudCME), and in December 2022, we acquired substantially all of the assets of Electronic Education Documentation System (d/b/a eeds) (eeds).

In October and November 2024, we acquired substantially all of the assets of Total Clinical Placement System (d/b/a TCPS) (TCPS) and The Clinical Hub, Inc.

(d/b/a The Clinical Hub) (The Clinical Hub), respectively.

As part of our overall growth strategy, we evaluate opportunities for mergers and acquisitions, and since 2023, we have completed four acquisitions.

In October and November 2024, we acquired substantially all of the assets of Total Clinical Placement System ("TCPS") and The Clinical Hub, Inc.

("The Clinical Hub"), respectively.

In October and December 2025, we acquired all of the outstanding equity of Virsys12, LLC ("Virsys12") and MissionCare Collective LLC ("MissionCare"), respectively.

For additional information regarding acquisitions, please see Note 8 to the Consolidated Financial Statements included elsewhere in this report.

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A number of companies offer competitive learning, scheduling, and credentialing solutions, some of which are focused on multiple industries and some of which are focused on the healthcare industry.

We compete with companies such as Cornerstone OnDemand, Ultimate Kronos Group, Degreed, Oracle, SAP, Infor, and Workday, which provide their services to multiple industries, including healthcare.

We compete with companies such as Cornerstone OnDemand, Ultimate Kronos Group, Degreed, Oracle, SAP, Infor, Qgenda, Indeed, and Workday, which provide their services to multiple industries, including healthcare.

We also compete with companies that are dedicated to, or have operating units focused on healthcare, such as Relias Learning, RLDatix, Symplr, Verisys, MD-Staff, AMN Healthcare, as well as with an array of smaller companies.

We believe our hStream technology platform and the interoperability it has begun to enable provides us a competitive advantage by facilitating education, training, assessment, engagement, scheduling, credentialing, privileging, validation, and development for healthcare professionals through a wide assortment of content, functionality, and applications.

We believe our hStream technology platform, and the interoperability it enables, provides us a competitive advantage by facilitating education, training, assessment, engagement, scheduling, credentialing, privileging, validation, and development for healthcare professionals through a wide assortment of content, functionality, and applications.

We also believe that our hStream platform technology is accelerating the scope and quality of our products, has the capability to connect medical staff credentialing with provider enrollment, and provide innovative predictive analytics, all of which we believe provide us with a competitive advantage.

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our hStream technology platform, which combines SaaS-based capabilities and certain Platform-as-a-Service (PaaS) capabilities to help capture, track, manage, and report on activities, such as learning, performance, scheduling, credentialing, and privileging across various modalities, provides interoperability with external systems such as HRIS and other systems utilized by our customers;

scope and variety of Internet-based solutions available, including, without limitation, learning and education, clinical, GRC, resuscitation, revenue cycle, talent management, scheduling, credentialing, and privileging solutions;

our singular focus on the healthcare industry and our deep healthcare expertise;

scope and variety of technology solutions available, including, without limitation, learning and education, clinical, GRC, resuscitation, revenue cycle, talent management, scheduling, credentialing, and privileging solutions;

our 35+ years of singular focus on the healthcare industry and our deep healthcare expertise;

our ability to serve as the system of record for various healthcare workforce data;

scope and quality of professional services offered, including implementation, benchmarking, and training;

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company reputation.

We believe these factors provide us with the ability to improve the quality of healthcare by developing the people who deliver care.

We believe these factors provide us with the ability to improve the quality of healthcare by developing the people who deliver care in this workforce.

GOVERNMENT REGULATION OF THE INTERNET AND THE HEALTHCARE INDUSTRY

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It may be costly to implement measures (such as certain security requirements, contracting terms, assessments, and registrations with authorities) that are designed to comply with new legal requirements, changes to existing legal requirements, or legal requirements in jurisdictions into which we have recently expanded or are planning to expand.

The obligations and requirements applicable to companies under these laws and regulations are subject to uncertainty in how they may be interpreted by government authorities and regulators.

These laws and regulations are subject to uncertainty in how they may be interpreted by government authorities and regulators.

We may be audited or subject to an investigation by a federal, state, or foreign regulator regarding our compliance with privacy and security laws and regulations and may incur substantial costs as a result.

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In addition, various U.S.

and foreign jurisdictions have enacted and/or are considering laws and regulations applicable to the use of AI/ML applications and tools, particularly on the use of AI to facilitate healthcare, education, employment, or hiring decisions.

and foreign jurisdictions have enacted and/or are considering laws and regulations applicable to the use of AI/ML applications and tools, particularly on the use of AI/ML to facilitate healthcare, education, employment, or hiring decisions.

Any failure to comply with those laws and regulations may result in the Company being subject to fines, penalties, or negative publicity.

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Continuing Nursing Education (CNE).

State nurse practice laws generally authorize a state’s board of nursing to establish CNE requirements for professional nurses to maintain valid licensure.

CNE requirements vary widely from state to state, with reporting generally required on a bi-annual basis.

In some states, the CNE requirement only applies to re-licensure of advance practice nurses, while in other states, additional CNEs may be required of this category of nurses.

Board certifications (e.g., Certified Nurse Operating Room (CNOR) – certification of perioperative nursing) also require CNE hours/credits, with certain percentages required in specific categories based on the certification type.

Failure to obtain the requisite CNE could result in non-renewal of the license or certification.

The ANCC Commission on Accreditation is responsible for accrediting or approving organizations to award ANCC nursing continuing professional development (NCPD) credit (contact hours) to activities for a national audience of nurses.

State boards of nursing approve individual CNE activities or continuing education providers that offer CNE activities primarily for nurses within the state.

ANCC NCPD credit for online activities is accepted by all state boards of nursing within the United States and each of its territories.

Our HealthStream CNE Provider Unit is accredited as a provider of NCPD by ANCC.

We are also approved by the California Board of Registered Nursing and the Florida Board of Nursing.

State nurse practice laws generally authorize boards of nursing to establish CNE requirements for professional nurses to maintain valid licensure, with requirements varying widely by state and typically reported bi-annually.

Board certifications also require CNE hours, and failure to obtain requisite CNE could result in non-renewal of licenses or certifications.

The American Nurses Credentialing Center (ANCC) Commission on Accreditation accredits organizations to award nursing continuing professional development (NCPD) credit, and ANCC NCPD credit for online activities is accepted by all state boards of nursing in the United States and its territories.

Our HealthStream CNE Provider Unit is accredited as a provider of NCPD by ANCC and is also approved by the California Board of Registered Nursing and the Florida Board of Nursing.

Continuing Medical Education (CME).

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Medical licensing boards in most U.S.

states and territories currently have CME requirements, and certain state medical societies and practice specialty boards also require CME.

states and territories currently have CME requirements, and certain practice specialty boards also require CME.

The failure to obtain the requisite amount and type of CME could result in non-renewal of the physician’s license to practice medicine and/or membership in a medical or practice specialty society.

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Centers for Medicare & Medicaid Services (CMS) Quality Efforts.

CMS is increasingly focused on arrangements, which generally aim to hold providers accountable for delivering high quality, efficient clinical care in part by tying provider reimbursement to patient outcomes or related measures.

CMS is increasingly focused on arrangements, which generally aim to hold providers accountable for delivering efficient, high quality clinical care in part by tying provider reimbursement to patient outcomes or related measures.

Through a number of public reporting programs, demonstration projects, pilot programs, and other initiatives, some voluntary and some mandatory, CMS has implemented value-based care programs for various provider-types, including hospitals, physician offices, nursing homes, home health providers, and dialysis facilities.

CMS promotes innovation and modernization of quality measures, which are central to value-based care, through its Meaningful Measures Initiative.

Interoperability Initiatives.

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Food and Drug Administration (FDA) and the Federal Trade Commission (FTC)

Current FDA and FTC rules and enforcement actions and regulatory policies, or those that the FDA or the FTC may develop in the future, could have a material adverse effect on our ability to provide existing or future applications or services to our end users or obtain the necessary corporate sponsorship to do so.

The FDA and the FTC regulate the form, content, and dissemination of labeling, advertising, and promotional materials, including direct-to-consumer prescription drug and medical device advertising, prepared by, or for, pharmaceutical, biotechnology, or medical device companies.

The FTC regulates over-the-counter drug advertising and, in some cases, medical device advertising.

Generally, regulated companies must limit their advertising and promotional materials to discussions of the FDA-approved indications.

Therefore, any information that promotes the use of pharmaceutical or medical device products that is presented with our services is subject to the FDA and FTC requirements and regulatory oversight including criminal, civil, and administrative actions.

While the FDA and the FTC place the principal burden of compliance with advertising and promotional regulations on the advertiser, if the FDA or FTC finds that any regulated information presented with our services violates FDA or FTC regulations, they may take regulatory action against us or the advertiser or sponsor of that information.

In addition, the FDA may adopt new regulatory policies that more tightly regulate the format and content of promotional information on the Internet.

Current FDA and FTC rules, enforcement actions, and regulatory policies, and any future regulatory actions, rulemaking, or legislative changes by the FDA or FTC, could have a material adverse effect on our ability to provide existing or future applications or services to our end users or to obtain the necessary corporate sponsorship.

The FDA regulates the form, content, and dissemination of labeling and promotional materials for prescription drugs and certain medical devices, and the FTC regulates advertising for over-the-counter drugs and other health-related products under Section 5 of the FTC Act, including online and social media promotion.

Generally, regulated companies must limit their advertising and promotional materials to discussions of the FDA-approved indications and must present balanced information about the benefits and risks;

failure to do so may subject the advertiser to administrative, civil, or criminal enforcement actions.

We believe that banner advertisements, sponsorship links, and any educational programs we may present with our services, even if we lack independent editorial control over it, could subject us to FDA or FTC regulation, including recent FDA rules requiring clear, conspicuous, and neutral presentation of major risk information in direct-to-consumer advertisements.

While the FDA and the FTC place the principal burden of compliance on the advertisers, if the FDA or FTC finds that any regulated information presented with our services violates applicable laws or policies, they may take regulatory action against us, the advertiser, or sponsor of that information.

Future legislation could further change the regulatory landscape regarding the format and content of promotional information on the Internet.

ENVIRONMENTAL MATTERS

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and use measures designed to control access to our software, documentation, and other proprietary information.

We own federal trademark and service mark registrations for several marks, including, without limitation “HEALTHSTREAM”, "HSTREAM", “HEALTHSTREAM LEARNING CENTER”, "CREDENTIALSTREAM", "JANE", “HEALTHSTREAM EPORTFOLIO”, and “COMPLYQ”.

We own federal trademark and service mark registrations for several marks, including, without limitation “HEALTHSTREAM”, "HSTREAM", “HEALTHSTREAM LEARNING CENTER”, "CREDENTIALSTREAM", "JANE AI", “HEALTHSTREAM EPORTFOLIO”, “COMPLYQ”, and "MYCLINICALEXCHANGE".

We also have obtained registration of the “HEALTHSTREAM” mark in certain other countries.

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The Company operates under a hybrid work policy that allows employees to work remotely if they so choose and if the scope of their job duties is suitable for remote work.

As of December 31, 2024, approximately 39% of employees worked within a commutable distance from one of the Company's two offices, while the remaining 61% did not.

As of December 31, 2025, approximately 43% of employees worked within a commutable distance from the Company's offices, while the remaining 57% did not.

HealthStream’s culture is both exemplified and driven by our Constitution, which is a living document and the lens through which we endeavor to view and shape our actions.

Our Constitution is comprised of the Company’s vision statement, values, and business principles.

Upon being hired at HealthStream, each employee completes a course on our Constitution, which we view to be an important step in engagement, development, and training of our employees.

Upon being hired at HealthStream, each employee completes a course on our Constitution, which we view to be an important step in the engagement, development, and training of our employees.

Our Constitution is available on our website on the Investor Relations page.

This and other information on our website are not a part of this Annual Report on Form 10-K and is not incorporated by reference herein.

This and other information on our website are not a part of this Annual Report on Form 10-K and are not incorporated by reference herein.

HealthStream is committed to recruiting, maintaining, and growing a diverse, equitable, and inclusive workforce that helps us live our Constitutional values as we strive to achieve positive results for our shareholders, employees, customers, and community.

Our policies prohibit discrimination on the basis of age, gender, disability, race, color, ancestry, citizenship, religion, pregnancy, sexual orientation, gender identity or expression, national origin, veteran status, or any other basis prohibited by federal, state, and local law.

The labor market for personnel, including technical personnel, continues to be competitive.

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The following is a brief summary of the business experience of each of the executive officers of the Company.

Executive officers of the Company are elected by the Board of Directors and serve at the pleasure of the Board of Directors.

Executive officers of the Company are elected by the Company's Board of Directors (the "Board of Directors" or, the "Board") and serve at the pleasure of the Board.

The following table sets forth certain current information regarding the executive officers of the Company:

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Executive Vice President, Corporate Strategy, Development, and Operations

Michael Sousa *

Executive Vice President, Enterprise Applications

Executive Vice President, Workforce Solutions

Executive Vice President, Enterprise Workforce Platform

Senior Vice President and Chief Financial Officer

Senior Vice President and Chief Technology Officer

Executive Vice President, Workforce Development Solutions

Executive Vice President, Workforce Platform and Applications

Chief Financial Officer and Senior Vice President, Accounting and Finance

Chief Technology Officer and Senior Vice President

Scott McQuigg

Senior Vice President, Digital & Network Development

Scott Fenstermacher

Senior Vice President, Digital and Network Development

Senior Vice President, Sales

* As previously announced in the Company's Form 8-K filed February 24, 2025, Michael Sousa will be resigning from his position as EVP, Enterprise Applications effective March 31, 2025.

Frist, Jr., one of our co-founders, has served as our chief executive officer and chairman of the board of directors since 1990.

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He graduated with a Bachelor of Science in Business with concentrations in Finance, Economics, and Marketing from Trinity University.

Collier joined the Company in August 2011 as vice president and general counsel, began serving as the vice president of business development and general counsel shortly thereafter, was promoted to senior vice president in July 2017, and was promoted to executive vice president, corporate strategy and development in April 2022.

As of February 2025, Mr.

Collier joined the Company in August 2011 as vice president and general counsel and shortly thereafter began serving as the vice president of business development and general counsel.

He was promoted to senior vice president in July 2017 and then again in April 2022 to executive vice president, corporate strategy and development.

In February 2025, Mr.

Collier was promoted to executive vice president, corporate strategy, development, and operations.

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He graduated with both a Bachelor of Arts and Master of Arts in Philosophy and Religion from University of Tennessee-Knoxville and earned a Juris Doctorate (J.D.) from University of California, Berkeley – School of Law.

Michael Sousa joined the Company in October 2004 and served as senior vice president of sales from January 2010 to June 2014.

In June 2014, he was promoted to senior vice president of business development.

In February 2015, he was named president of HealthStream’s Provider Solutions business segment, while continuing to serve as a senior vice president of the Company.

In February 2023, he was promoted to executive vice president, Enterprise Applications.

He earned a Bachelor of Science degree from Boston College and a Master of Business Administration from Boston University.

Coady joined the Company in January 2014 and served as associate vice president and subsequently vice president and general manager of clinical development solutions from June 2015 to November 2018.

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Before this role, he co-founded and served as chief executive officer of HealthLeaders.

Scott Fenstermacher joined the Company in 2012 and served as vice president of sales beginning in 2017 and was promoted to senior vice president of sales in January 2021.

He graduated from University of Pittsburgh with a Bachelor of Arts and a Bachelor of Science.

LoPresto joined the Company in 2013 and has served in multiple leadership roles within the Company's sales force before being promoted to senior vice president of sales in January 2026.

She earned a Bachelor of Science in International Business from Florida Atlantic University.

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.

What changed 10-K

Item 1. Business