What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-06 · 144 added, 84 removed, 414 unchanged (36% of the section changed)

48 unchanged sentences

Common stock, no par value, 75,000 shares authorized;

29,305 and 29,579 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

29,240 and 29,579 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

224,384 231,797

12 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Revenues, net

8 unchanged sentences

Interest income

Other expense, net

Other (expense) income, net

Income before income tax provision

8 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Other comprehensive (loss) income, net of taxes:

7 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31, 2026

Accumulated Other Comprehensive

Total Shareholders’

Six Months Ended June 30, 2026

Accumulated Other Comprehensive Total Shareholders’

Balance at December 31, 2025

14 unchanged sentences

29,305 $ 225,089 $ 128,469 $ ( 1,566 ) $ 351,992

Three Months Ended March 31, 2025

Accumulated Other Comprehensive

Total Shareholders’

— — 6,669 — 6,669

Comprehensive loss

— — — ( 324 ) ( 324 )

Dividends declared on common stock ($ 0.035 per share)

— — ( 1,027 ) — ( 1,027 )

Stock-based compensation

— 1,106 — — 1,106

Common stock issued under stock plans, net of shares withheld for employee taxes

Excise tax on repurchases of common stock

— ( 12 ) — — ( 12 )

Repurchases of common stock

( 90 ) ( 1,799 ) — — ( 1,799 )

Balance at June 30, 2026

29,240 $ 224,384 $ 134,111 $ ( 1,890 ) $ 356,605

Six Months Ended June 30, 2025

Accumulated Other Comprehensive Total Shareholders’

(Loss)/Income

11 unchanged sentences

30,525 $ 252,466 $ 112,361 $ ( 2,019 ) $ 362,808

— — 5,389 — 5,389

Comprehensive income

— — — 741 741

Dividends declared on common stock ($ 0.031 per share)

— — ( 946 ) — ( 946 )

Stock-based compensation

— 836 — — 836

Common stock issued under stock plans, net of shares withheld for employee taxes

22 ( 5 ) — — ( 5 )

Excise tax on repurchases of common stock

— ( 135 ) — — ( 135 )

Repurchases of common stock

( 650 ) ( 18,121 ) — — ( 18,121 )

Balance at June 30, 2025

29,897 $ 235,041 $ 116,804 $ ( 1,278 ) $ 350,567

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES:

$ 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

3 unchanged sentences

Loss on equity method investments

( 160 ) ( 399 )

Changes in operating assets and liabilities:

Accounts and unbilled receivables

( 4,550 ) ( 1,002 )

Prepaid royalties

( 1,695 ) ( 1,200 )

Other prepaid expenses and other current assets

( 2,611 ) ( 2,781 )

Accounts payable and accrued expenses

( 7,044 ) ( 7,296 )

Accrued royalties

Deferred revenue

17,900 17,457

Net cash provided by operating activities

27,136 27,074

INVESTING ACTIVITIES:

1 unchanged sentence

Proceeds from maturities of marketable securities

13,400 11,268

Purchases of marketable securities

( 10,197 ) ( 9,171 )

Purchases of other investments

( 1,750 ) ( 500 )

Payments associated with capitalized software development

( 6,727 ) ( 7,790 )

Purchases of property and equipment

( 740 ) ( 1,055 )

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 earn-outs related to acquisitions

Payment of cash dividends

( 1,028 ) ( 943 )

Repurchases of common stock

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

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

36,161 59,469

Cash and cash equivalents at end of period

$ 48,711 $ 77,289

NONCASH INVESTING AND FINANCING ACTIVITIES:

19 unchanged sentences

All intercompany transactions have been eliminated in consolidation and certain prior period amounts have been reclassified to conform to the current period presentation.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

The Condensed Consolidated Balance Sheet at December 31, 2025 was derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by US GAAP for a complete set of financial statements.

6 unchanged sentences

Other segment items included in consolidated net income are interest income, other expense, net, and income tax provision, which are reflected in the Condensed Consolidated Statements of Income.

Expenditures for additions to long-lived assets for the consolidated entity were $ 12.2 million and $ 10.7 million for the three months ended March 31, 2026 and 2025 , respectively.

Expenditures for additions to long-lived assets for the consolidated entity were $ 24.2 million and $ 23.2 million for the six months ended June 30, 2026 and 2025 , respectively.

Non-Marketable Equity Investments

The aggregate carrying amounts of non-marketable equity investments accounted for using the measurement alternative for equity investments that do not have readily determinable fair values were $ 3.0 million and $ 1.5 million as of March 31, 2026 and December 31, 2025 , respectively, which the Company evaluates for impairment at each reporting period.

Cumulatively, there have been no adjustments recorded due to changes in the fair value of the non-marketable equity investments the Company held as of March 31, 2026 .

The aggregate carrying amounts of non-marketable equity investments accounted for using the measurement alternative for equity investments that do not have readily determinable fair values were $ 3.0 million and $ 1.5 million as of June 30, 2026 and December 31, 2025 , respectively, which the Company evaluates for impairment at each reporting period.

Cumulatively, there have been no adjustments recorded due to changes in the fair value of the non-marketable equity investments the Company held as of June 30, 2026 .

The fair value of non-marketable equity investments is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment.

2 unchanged sentences

Fair Value Measurement

During the three months ended March 31, 2026, the Company recorded a purchase accounting adjustment to reduce the fair value of contingent consideration by $ 2.3 million related to the MissionCare Collective acquisition from the original estimate recorded based on updated information received from valuation specialists (see Note 9 to the Condensed Consolidated Financial Statements).

In connection with the acquisitions of Total Clinical Placement System ("TCPS") in October 2024, The Clinical Hub, Inc.

("The Clinical Hub") in November 2024, Virsys12, LLC ( "Virsys12" ) in October 2025, and MissionCare Collective LLC ("MissionCare") in December 2025, a portion of the purchase price payable by the Company was in the form of contingent consideration.

During the three and six months ended June 30, 2026 and 2025, the Company recorded contingent consideration liabilities representing the estimated fair value of future earnout payments to the former owners of such entities in connection with these acquisitions, contingent upon the achievement of specified revenue milestones.

The contingent consideration liability is remeasured to fair value each reporting period, with changes recognized in general and administrative expense in the Condensed Consolidated Statements of Income.

The Company classifies this liability within Level 3 of the fair value hierarchy because the valuation relies on significant unobservable inputs.

As of June 30, 2026, the Company's ending balance contained liabilities related to TCPS, Virsys12, and MissionCare.

Contingent Consideration

Beginning balance

$ 6,450 $ 535

Balance at January 1

Purchases / Initial recognition

Total (gains) losses:

Included in earnings

Included in other comp income

Balance at March 31

$ 4,150 $ 535

Purchases / Initial recognition

Total (gains) losses:

Included in earnings

Included in other comprehensive income

Ending balance

Included in other comp income

Balance at June 30

$ 3,745 $ 535

23 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2025 - 11.

HEALTHSTREAM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

REVENUE RECOGNITION

6 unchanged sentences

Recognition of revenue when, or as, the Company satisfies a performance obligation

HEALTHSTREAM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table represents revenues disaggregated by revenue source (in thousands).

Sales taxes are excluded from revenues.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Subscription services

1 unchanged sentence

Professional services

3,746 2,455 6,558 5,151

Total revenues, net

$ 83,732 $ 74,396 $ 164,935 $ 147,881

three months ended March 31, 2026 and 2025 , the Company recognized

three months ended June 30, 2026 and 2025 , the Company recognized

$ 0.1 million and

$ 0.2 million in impairment losses on receivables and contract assets arising from the Company's contracts with customers, respectively.

During the three months ended March 31, 2026 and 2025 , the Company recognized revenues of $ 42.7 million and $ 44.3 million, respectively, from amounts included in deferred revenue at the beginning of the respective periods.

As of March 31, 2026 , approximately $ 687 million of revenue is expected to be recognized from remaining performance obligations under contracts with customers.

six months ended June 30, 2026 and 2025 , the Company recognized

$ 0.2 million and

$ 0.4 million in impairment losses on receivables and contract assets arising from the Company's contracts with customers, respectively.

During the three months ended June 30, 2026 and 2025 , the Company recognized revenues of $ 51.1 million and $ 49.1 million, respectively, from amounts included in deferred revenue at the beginning of the respective periods.

During the six months ended June 30, 2026 and 2025 , the Company recognized revenues of $ 69.0 million and $ 69.1 million, respectively, from amounts included in deferred revenue at the beginning of the respective periods.

As of June 30, 2026 , approximately $ 685 million of revenue is expected to be recognized from remaining performance obligations under contracts with customers.

The Company expects to recognize revenue related to approximately 40 % of these remaining performance obligations over the next 12 months, 68 % over the next 24 months, and 85 % over the next 36 months, with the remaining amounts recognized thereafter.

1 unchanged sentence

The Company computes its interim period provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period.

The Company’s effective tax rate was 24 % and 17 % for the three months ended March 31, 2026 and 2025 , respectively.

The Company’s effective tax rate was 24 % and 20 % for the six months ended June 30, 2026 and 2025 , respectively.

The Company’s effective tax rate primarily reflects the statutory corporate income tax rate, the net effect of state taxes, foreign income taxes, the effect of various permanent tax differences, and recognition of discrete tax items.

During the three months ended March 31, 2026, the Company recorded discrete tax expense of $ 0.2 million, which consisted of discrete tax expense associated with stock-based awards and reserves for uncertain tax positions.

During the three months ended March 31, 2025, the Company recorded discrete tax benefits of $ 0.2 million, which consisted of a tax benefit associated with stock-based awards partially offset by discrete tax expense related to reserves for uncertain tax positions.

SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

Dividends on Common Stock

During the three months ended March 31, 2026 , the Company's Board of Directors (“Board”) declared the following quarterly dividend under the Company's dividend policy (in thousands, except per share data):

During the six months ended June 30, 2026 , the Company's Board of Directors (“Board”) declared the following quarterly dividends under the Company's dividend policy (in thousands, except per share data):

Dividend Payment Date Dividend Declaration Date Dividend Per Share Record Date Cash Outlay

March 20, 2026 February 23, 2026 $ 0.035 March 9, 2026 $ 1,028

Additionally, o n May 4, 2026, the Board declared a quarterly cash dividend of $ 0.035 per share, payable on May 29, 2026 to holders of record on May 18, 2026 .

May 29, 2026 May 4, 2026 $ 0.035 May 18, 2026 $ 1,027

Additionally, o n August 3, 2026, the Board declared a quarterly cash dividend of $ 0.035 per share, payable on August 28, 2026 to holders of record on August 17, 2026 .

HEALTHSTREAM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Stock Option Activity

A summary of stock option activity for the three months ended March 31, 2026 is as follows (in thousands, except weighted-average exercise price).

A summary of stock option activity for the three months ended June 30, 2026 is as follows (in thousands, except weighted-average exercise price).

Exercise Price

5 unchanged sentences

90 $ 20.34 $ 622

The weighted average remaining contractual term of options outstanding at March 31, 2026 was 7.8 years.

HEALTHSTREAM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The weighted average remaining contractual term of options outstanding at June 30, 2026 was 7.8 years.

Restricted Share Unit Activity

A summary of Restricted Share Unit ("RSU") activity for the three months ended March 31, 2026 is as follows (in thousands, except weighted-average grant date fair value):

A summary of Restricted Share Unit ("RSU") activity for the three months ended June 30, 2026 is as follows (in thousands, except weighted-average grant date fair value):

Average Grant Date

3 unchanged sentences

476 $ 26.23 $ 12,980

The aggregate fair value of RSUs that vested during the three months ended March 31, 2026 and 2025, as of the respective vesting dates, was $ 2.3 million and $ 2.9 million, respectively.

The aggregate fair value of RSUs that vested during both the three months ended June 30, 2026 and 2025, as of the respective vesting dates, was $ 0.6 million.

Stock-Based Compensation

Total stock-based compensation expense recognized in the Condensed Consolidated Statements of Income is as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of revenues (excluding depreciation and amortization)

$ 51 $ 50 $ 107 $ 103

Product development

239 198 512 428

Sales and marketing

141 109 309 253

General and administrative

675 479 1,487 1,156

Total stock-based compensation expense

$ 1,106 $ 836 $ 2,415 $ 1,940

As of March 31, 2026 , total unrecognized compensation expense related to non-vested stock options, RSUs, and performance-based RSUs where the performance criteria has been established was $ 8.6 million, net of estimated forfeitures, with a weighted average expense recognition period remaining of 2.7 years.

As of June 30, 2026 , total unrecognized compensation expense related to non-vested stock options, RSUs, and performance-based RSUs where the performance criteria has been established was $ 8.6 million, net of estimated forfeitures, with a weighted average expense recognition period remaining of 2.7 years.

Share Repurchase Plan

2 unchanged sentences

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.

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 ).

During the six months ended June 30, 2026 , the Company repurchased and subsequently retired 222,978 shares of common stock at an aggregate fair value of $ 5.0 million under this authorization, 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 ).

This share repurchase program terminated in January 2026 when the maximum dollar amount under this program was expended.

HEALTHSTREAM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On March 13, 2026, the Company announced the adoption of a new share repurchase program approved by the Board under which the Company is authorized to repurchase up to $ 10.0 million of its outstanding shares of common stock.

1 unchanged sentence

This share repurchase program terminates on the earlier of September 12, 2026 or when the maximum dollar amount under the plan has been expended.

During the three months ended March 31, 2026, the Company repurchased and subsequently retired 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.

HEALTHSTREAM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During the three months ended June 30, 2026 , the Company repurchased and subsequently retired 90,131 shares of common stock at an aggregate fair value of $ 1.8 million under this authorization, reflecting an average price per share of $ 19.95 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022 ).

During the six months ended June 30, 2026, the Company repurchased 209,498 shares of common stock at an aggregate fair value of $ 4.3 million under this authorization, reflecting an average price per share of $ 20.51 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022 ).

In the aggregate, during the six months ended June 30, 2026, the Company repurchased 432,476 shares of common stock at an aggregate fair value of $ 9.3 million under both of the share repurchase programs described above, reflecting an average price per share of $ 21.50 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022 ).

EARNINGS PER SHARE

3 unchanged sentences

The dilutive effect of common equivalent shares is included in diluted earnings per share by application of the treasury stock method.

The total number of common equivalent shares excluded from the calculations of diluted earnings per share, due to their anti-dilutive effect or contingent performance conditions, was approximately 409,000 and 105,000 for the three months ended March 31, 2026 and 2025 , respectively.

The total number of common equivalent shares excluded from the calculations of diluted earnings per share, due to their anti-dilutive effect or contingent performance conditions, was approximately 380,000 and 184,000 for the three months ended June 30, 2026 and 2025 , respectively, and 394,000 and 145,000 for the six months ended June 30, 2026 and 2025 , respectively.

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

$ 6,669 $ 5,389 $ 12,579 $ 9,721

2 unchanged sentences

Effect of dilutive shares

84 130 66 137

Weighted-average diluted shares

5 unchanged sentences

The fair value of marketable securities, which were all classified as available for sale and which the Company does not intend to sell nor will the Company be required to sell prior to recovery of their amortized cost basis, included the following (in thousands):

March 31, 2026

June 30, 2026

Adjusted Cost

11 unchanged sentences

$ 20,817 $ 26 $ — $ 20,843

The carrying amounts reported in the Condensed Consolidated Balance Sheets approximate fair value based on quoted market prices or alternative pricing sources and models utilizing market observable inputs.

As of March 31, 2026 and December 31, 2025 , the Company did not recognize any allowance for credit impairments on its available for sale securities.

All investments in marketable securities are classified as current assets on the Condensed Consolidated Balance Sheets because the underlying securities mature within one year from the balance sheet date.

HEALTHSTREAM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of June 30, 2026 and December 31, 2025 , the Company did not recognize any allowance for credit impairments on its available for sale securities.

Revolving Credit Facility

20 unchanged sentences

In addition, the Amended Revolving Credit Facility contains certain customary affirmative and negative covenants that, among other things, restrict additional indebtedness, liens and encumbrances, changes to the character of the Company’s business, acquisitions, asset dispositions, mergers and consolidations, sale or discount of receivables, creation or acquisitions of additional subsidiaries, and other matters customarily restricted in such agreements.

As of March 31, 2026 , the Company was in compliance with all covenants of the Amended Revolving Credit Facility.

There were no balances outstanding on the Amended Revolving Credit Facility as of or during the three months ended March 31, 2026 .

As of June 30, 2026 , the Company was in compliance with all covenants of the Amended Revolving Credit Facility.

There were no balances outstanding on the Amended Revolving Credit Facility as of or during the three and six months ended June 30, 2026 .

HEALTHSTREAM, INC.

1 unchanged sentence

BUSINESS COMBINATIONS

On October 8, 2025, the Company acquired all of the outstanding equity of Virsys12, LLC ( "Virsys12" ), a Brentwood, Tennessee-based healthcare technology company that offers payers and health plans an innovative provider data management suite used for onboarding, credentialing, and network management.

On October 8, 2025, the Company acquired all of the outstanding equity of Virsys12, a Brentwood, Tennessee-based healthcare technology company that offers payers and health plans an innovative provider data management suite used for onboarding, credentialing, and network management.

The consideration paid at closing for Virsys12 consisted of approximately $ 11.4 million payable in cash, after giving effect to customary purchase price adjustments and a post-closing working capital adjustment.

In addition, up to an additional $ 4.0 million in cash may be paid over a three -year period following closing, contingent upon the achievement of certain financial targets.

In addition, up to an additional $ 4.0 million in cash may be paid over a three -year period following closing, contingent upon the achievement of certain revenue targets.

This acquisition expanded the Company's existing provider data management and credentialing solution for payers and health plan enterprises, called Network by HealthStream TM , which is a part of its broader, market-leading Credentialing application suite.

19 unchanged sentences

The primary intangible asset acquired was developed technology.

The fair value estimate for developed technology intangible asset included significant assumptions in the prospective financial information, such as revenue growth, obsolescence factor, EBITDA margin, and the discount rate.

Additionally, these assumptions are forward looking and could be affected by future economic and market conditions.

11 unchanged sentences

The following unaudited pro forma financial information summarizes the results of operations of the Company and Virsys12 as though the companies were combined as of January 1, 2024 ( in thousands, except per share data):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Total revenues

$ 76,307 $ 151,543

$ 5,362 $ 9,501

Net income per share - basic

$ 0.18 $ 0.31

Net income per share - diluted

$ 0.18 $ 0.31

These unaudited pro forma combined results of operations include certain adjustments arising from the acquisition, such as amortization of intangible assets, depreciation of property and equipment, and interest expense related to Virsys12's previously outstanding debt.

1 unchanged sentence

MissionCare Collective

On December 15, 2025, the Company acquired all of the outstanding equity of MissionCare Collective, LLC ("MissionCare"), a healthcare workforce company that includes the largest caregiver network in the United States.

On December 15, 2025, the Company acquired all of the outstanding equity of MissionCare, a healthcare workforce company that includes the largest caregiver network in the United States.

The consideration paid at closing for MissionCare consisted of approximately $ 24.9 million payable in cash at closing, after giving effect to customary purchase price adjustments and a post-closing working capital adjustment.

In addition, 165,684 shares of HealthStream common stock valued at $ 4.0 million were issued at closing through a private placement, and up to an additional $ 10.0 million in cash may be paid over a three -year period following closing, contingent upon the achievement of certain financial targets.

The acquisition will be accounted for using the acquisition method of business combination under ASC 805.

The acquisition was accounted for using the acquisition method of business combination under ASC 805.

The results of operations for MissionCare have been included in the Company’s Condensed Consolidated Financial Statements from the date of acquisition.

16 unchanged sentences

The preliminary fair values of assets acquired and liabilities assumed continue to be subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of these items.

During the three months ended March 31, 2026, the Company recorded adjustments to intangible assets and contingent consideration based on information received during the period from valuation specialists, as well as recorded the post-closing working capital adjustment, which resulted in the Company recording a measurement period adjustment which decreased goodwill by $ 4.6 million.

During the six months ended June 30, 2026 , the Company recorded adjustments to accounts receivable, deferred tax assets, intangible assets, and contingent consideration based on information received during the period, including from valuation specialists, as well as recorded the post-closing working capital adjustment, which resulted in the Company recording a measurement period adjustment which decreased goodwill by $ 4.4 million.

The measurement period adjustment had an immaterial effect on current or prior period earnings.

14 unchanged sentences

The following unaudited pro forma financial information summarizes the results of operations of the Company and MissionCare as though the companies were combined as of January 1, 2024 ( in thousands, except per share data):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Total revenues

$ 76,802 $ 152,513

$ 5,508 $ 9,994

Net income per share - basic

$ 0.18 $ 0.33

Net income per share - diluted

$ 0.18 $ 0.33

These unaudited pro forma combined results of operations include certain adjustments arising from the acquisition, such as amortization of intangible assets.

The unaudited pro forma combined results of operations is for informational purposes only and is not indicative of what the Company’s results of operations would have been had the transaction occurred as of January 1, 2024 or to project the Company’s results of operations in any future period.

In connection with its business, the Company is from time to time involved in various legal actions.

These legal actions may be subject to significant complexities and uncertainties, some of which are beyond the Company’s control, and may allege substantial or indeterminate monetary damages.

Based on current information, management does not believe that the ultimate resolution of pending legal matters will have a material adverse effect on the Company’s consolidated financial position or liquidity.

However, an adverse outcome in one or more pending legal matters could be material to the Company’s results of operations or cash flows for any particular reporting period.

The Company accrues for loss contingencies when it is both probable that a loss has been incurred and when the amount of the loss can be reasonably estimated.

If a loss or additional loss with respect to material legal matters is reasonably possible and the Company is able to estimate the possible loss or range of loss, the Company discloses the estimate of the possible loss or range of loss, if material and as required.

However, the Company may be unable to estimate a possible loss or range of loss in some instances based on the significant uncertainties involved in, and/or the preliminary nature of, certain legal matters.

On May 27, 2026, a putative collective action complaint styled Tanesha Riley v HealthStream, Inc.

was filed in the United States District Court for the Middle District of Tennessee.

The plaintiff alleges that certain employees in Solution Executive sales roles were misclassified as exempt employees and were not paid overtime in violation of the Fair Labor Standards Act (“FLSA”).

The plaintiff seeks back wages, liquidated damages, pre-judgment interest, and attorneys’ fees.

On July 21, 2026, the Company filed its answer defending against these claims.

Because this matter is in its initial discovery phase and is otherwise at an early stage, the Company is unable to estimate a possible loss or range of loss, if any, related to this matter.

The Company denies the allegations and intends to defend the matter vigorously.

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-Q

Item 1. Financial Statements