HealthStream Inc. Announces $44.25M Private Stock Sale to Investor

What Happened HealthStream, Inc. announced it completed a private securities purchase on September 14, 2026, selling a total of 1,500,000 shares at $29.50 per share to WJRJJ Ventures, LLC. The Company issued 1,355,932 new shares for approximately $40.0 million and CEO/Chair Robert A. Frist, Jr. sold 144,068 of his shares for about $4.25 million. The transactions were governed by a Securities Purchase Agreement and accompanied by a Registration Rights Agreement; a press release was issued on September 14, 2026.

Key Details

• Shares and price: 1,500,000 total shares purchased at $29.50 per share (1,355,932 issued by HealthStream; 144,068 sold by CEO Robert A. Frist, Jr.).
• Proceeds: ~ $40.0M to the Company and ~ $4.25M to the Selling Shareholder (total ≈ $44.25M).
• Closing date: September 14, 2026.
• Registration rights: Investor may request a registration statement; Company to file within 45 days of request and use commercially reasonable efforts to have it declared effective by the earlier of the 75th calendar day after initial filing (if reviewed) or the 5th business day after notice of no review. Company will keep the registration effective until the investor’s resale restrictions end.
• Related-party and governance: Investor (WJRJJ) and HealthStream each have relationships with Empath Nursing (HealthStream owns ~5% of Empath; the Investor owns ~42%; the Investor’s owner is on Empath’s board). The Audit Committee and the disinterested directors approved the transactions; Mr. Frist abstained.
• Other terms: The Securities Purchase Agreement includes customary reps/warranties, 12‑month standstill restrictions on the Investor, and indemnification obligations.

Why It Matters This transaction raises cash for HealthStream for general corporate purposes — including product investment, working capital and potential acquisitions — while bringing a single investor (WJRJJ Ventures) a meaningful economic stake via a private placement and a purchase from the CEO. The registration rights mean the investor can seek to resell the shares into the public market following the Company’s filing and SEC processes. The related-party nature of the deal was reviewed and approved by the Audit Committee and disinterested directors, and the 12‑month standstill limits the investor’s ability to press certain actions during that period.