Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: This share repurchase program is no longer in effect as the maximum dollar amount under this program was expended during the three months ended September 30, 2025 as referenced above.
−Removed: The following table presents information with respect to HealthStream's repurchases of common stock during the three months ended September 30, 2025.
+Added: On November 11, 2025, the Company's Board of Directors approved a share repurchase program under which the Company was authorized to repurchase up to $10.0 million of its outstanding shares of common stock.
+Added: Pursuant to this authorization, the Company was authorized to make repurchases in the open market, including under Rule 10b5-1 plans, through privately negotiated transactions, or otherwise.
+Added: The terms of this program provided that it would terminate on the earlier of February 26, 2026 or when the maximum dollar amount had been expended.
+Added: During the three months ended March 31, 2026, the Company repurchased and subsequently retired 222,978 shares of common stock at an aggregate fair value of $5.0 million, reflecting an average price per share of $22.42 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022).
+Added: This share repurchase program terminated in January 2026 when the maximum dollar amount under this program was expended.
+Added: On March 13, 2026, the Company announced the adoption of 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.
+Added: 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.
+Added: This share repurchase program terminates on the earlier of September 12, 2026 or when the maximum dollar amount under the plan is expended.
+Added: 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, reflecting an average price per share of $20.94 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022), 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.
+Added: The following table presents information with respect to HealthStream's repurchases of common stock during the three months ended March 31, 2026.
(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 (July 1 - July 31)
−Removed: Month #2 (August 1 - August 31)
−Removed: Month #3 (September 1 - September 30)
−Removed: (1) The weighted average price paid per share of common stock does not include the cost of broker commissions.
+Added: Month #1 (January 1 - January 31)
+Added: Month #2 (February 1 - February 28)
+Added: Month #3 (March 1 - March 31)
+Added: (1) The weighted average price paid per share of common stock does not include the cost of broker commissions or the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022.
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.