UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 2313, 2026 ~~(February 23, 2026)~~

HealthStream, Inc.

(Exact name of Registrant as Specified in Its Charter)

Tennessee	000-27701	62-1443555
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 11th Avenue North, Suite 850, Nashville, Tennessee		37203
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 615-301-3100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (Par Value $0.00)	HSTM	Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~February~~March 2313, 2026, HealthStream, Inc., a Tennessee corporation (the “Company”), ~~issued~~and Truist Bank, a ~~press~~North ~~release~~Carolina ~~announcing~~banking ~~results~~corporation of(“Truist”), ~~operations~~entered ~~for~~into that certain First Amendment to Amended and Restated Revolving Credit Agreement (the ~~fourth~~ ~~quarter~~“Amendment”), amending the Amended and ~~full~~Restated ~~year~~Revolving ~~ended~~Credit ~~December~~Agreement, 31dated as of October 6, ~~2025~~ 2023, by and ~~provided~~among ~~guidance~~the ~~for~~Company, the ~~full~~lenders ~~year~~from ~~2026~~time to time party thereto, and Truist, as administrative agent, issuing bank and swingline lender (the ~~text~~“Revolving Credit Agreement”). The Amendment makes certain revisions to the restricted payments provision in Section 7.5 of the Revolving Credit Agreement, including to (i) permit restricted payments by the Company (including dividends and share repurchases), which, isafter ~~set~~giving ~~forth~~effect thereto, do not increase the Company’s pro forma leverage ratio (as provided in ~~Exhibit~~the 99Revolving Credit Agreement) above 1.50:1.00, provided that no default or event of default under the Revolving Credit Agreement shall have occurred or be continuing at such time, and (ii) permit additional restricted payments by the Company (including dividends and share repurchases) in an aggregate amount not exceeding $50,000,000, provided that no default or event of default under the Revolving Credit Agreement shall have occurred or be continuing at such time. Prior to giving effect to the Amendment, restricted payments by the Company were permitted under Section 7.5(c) of the Revolving Credit Agreement if the Company’s pro forma leverage ratio was 1.50:1.00 or less and certain other conditions were met, provided that the aggregate amount of such restricted payments under this provision was previously limited to $50,000,000.

~~Item~~The 7foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit10.011 and ~~Regulation~~incorporated FDherein ~~Disclosure~~by reference.

On February 23, 2026, the Company issued a press release announcing results of operations for the fourth quarter and full year ended December 31, 2025 and provided guidance for the full year 2026, the text of which is set forth in Exhibit 99.1.

Item 8.01 Other Events.

On ~~February~~March 2313, 2026, wethe ~~announced~~ Company issued a press release announcing that ~~our~~ the Board of Directors ~~declared~~approved a ~~quarterly~~ ~~cash~~new ~~dividend~~share ~~under~~repurchase program for the Company~~'s dividend~~ ~~policy~~authorizing in the ~~amount~~repurchase of ~~$0.035 per~~up ~~share~~to $10,000,000 of the Company’s outstanding common stock, ~~which~~no ~~dividend~~par ~~will~~value. beThe ~~payable~~share repurchase program will terminate on ~~March~~the 20earlier of September 12, 2026 toor ~~holders~~when ofthe ~~record~~maximum ondollar ~~March~~amount 9,has ~~2026~~been expended.

A copy of the press release announcing the share repurchase program is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1*		Press release dated February 23, 2026
10.1*		First Amendment to Amended and Restated Revolving Credit Agreement, dated March 13, 2026 by and between HealthStream, Inc. and Truist Bank
99.1*		Press release dated March 13, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

Exhibit Index

Exhibit Number		Description
99.1*		Press release dated February 23, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HealthStream, Inc.
Date: February 23, 2026	By:	/s/ Scott A. Roberts
Date: March 13, 2026	By:	/s/ Scott A. Roberts
		Scott A. Roberts
		Chief Financial Officer
		Chief Financial Officer and Senior Vice President

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