HEALTHSTREAM INC 8-K

What Happened
HealthStream, Inc. filed an 8‑K on March 13, 2026 announcing (1) a First Amendment to its Amended and Restated Revolving Credit Agreement with Truist Bank and (2) a Board‑approved share repurchase program. The credit amendment revises the agreement’s restricted‑payments rules to permit certain dividends and share repurchases so long as the company’s pro forma leverage ratio does not exceed 1.50:1.00 and no default is continuing. Separately, the Board authorized repurchases of up to $10,000,000 of common stock, with the program expiring on the earlier of September 12, 2026 or when the limit is used.

Key Details

• Amendment date: March 13, 2026; counterparty: Truist Bank.
• Leverage threshold: restricted payments permitted if pro forma leverage ratio ≤ 1.50:1.00 and no default or event of default exists.
• Additional restricted payments: the amendment also permits additional restricted payments in an aggregate amount not exceeding $50,000,000, subject to no default.
• Share repurchase program: up to $10,000,000 of common stock; termination on September 12, 2026 or when amount is exhausted. Press release filed as Exhibit 99.1.

Why It Matters
The credit agreement amendment gives HealthStream more flexibility to return capital (dividends or buybacks) while keeping leverage covenants in place — restricted payments are allowed only if the company remains within the 1.50:1.00 pro forma leverage limit and there is no default. The $10M repurchase program is a concrete near‑term step to buy back shares, which can reduce outstanding shares and return cash to shareholders. Investors should watch the company’s leverage and any future repurchase activity for signals about capital allocation and balance‑sheet strength.