{"filing":{"accession_number":"0001437749-26-030399","cik":"0001095565","ticker":"HSTM","company_name":"HEALTHSTREAM INC","form":"8-K","filing_date":"2026-09-15","report_date":"2026-09-11","primary_document":"hstm20260914_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1095565/000143774926030399/hstm20260914_8k.htm"},"events":[{"id":33544,"run_id":30845,"accession_number":"0001437749-26-030399","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"HealthStream completed a $40 million private placement of 1,355,932 shares of common stock to WJRJJ Ventures at $29.50 per share, issued pursuant to Section 4(a)(2) exemption from Securities Act registration. The company intends to use the proceeds for general corporate purposes, working capital, and potential acquisitions, and the investor received registration rights for resale.","company_name":"HEALTHSTREAM INC","ticker":"HSTM","filing_date":"2026-09-15","form":"8-K","submitted_at":null,"items":[{"id":37017,"accession_number":"0001437749-26-030399","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"HealthStream issued 1,355,932 shares of common stock to WJRJJ Ventures for approximately $40 million in a private placement relying on Section 4(a)(2) exemption from Securities Act registration. This is a material unregistered equity issuance that dilutes existing shareholders. The transaction also includes registration rights for resale, and the company received $40 million in gross proceeds for general corporate purposes including potential acquisitions and strategic initiatives.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:29:43.593987+00:00","company_name":"","ticker":null,"filing_date":""},{"id":37018,"accession_number":"0001437749-26-030399","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"HealthStream completed a $40 million private placement of 1,355,932 shares of common stock to WJRJJ Ventures at $29.50 per share, issued pursuant to Section 4(a)(2) exemption from Securities Act registration. This is a classic unregistered equity issuance that dilutes existing shareholders and raises material capital for the company, fitting the dilutive_issuance category precisely as described in Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:29:43.593987+00:00","company_name":"","ticker":null,"filing_date":""},{"id":37019,"accession_number":"0001437749-26-030399","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"HealthStream completed a $40 million private placement of 1,355,932 newly issued shares of common stock to WJRJJ Ventures at $29.50 per share, explicitly noted as unregistered and offered in reliance on Section 4(a)(2) exemptions. This is a material dilutive equity issuance raising significant capital, with the company intending to use proceeds for general corporate purposes, working capital, and potential acquisitions. The transaction also includes registration rights for resale, typical of private placement structures.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:29:43.593987+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":37017,"accession_number":"0001437749-26-030399","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"HealthStream issued 1,355,932 shares of common stock to WJRJJ Ventures for approximately $40 million in a private placement relying on Section 4(a)(2) exemption from Securities Act registration. This is a material unregistered equity issuance that dilutes existing shareholders. The transaction also includes registration rights for resale, and the company received $40 million in gross proceeds for general corporate purposes including potential acquisitions and strategic initiatives.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:29:43.593987+00:00","company_name":"HEALTHSTREAM INC","ticker":"HSTM","filing_date":"2026-09-15"},{"id":37018,"accession_number":"0001437749-26-030399","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"HealthStream completed a $40 million private placement of 1,355,932 shares of common stock to WJRJJ Ventures at $29.50 per share, issued pursuant to Section 4(a)(2) exemption from Securities Act registration. This is a classic unregistered equity issuance that dilutes existing shareholders and raises material capital for the company, fitting the dilutive_issuance category precisely as described in Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:29:43.593987+00:00","company_name":"HEALTHSTREAM INC","ticker":"HSTM","filing_date":"2026-09-15"},{"id":37019,"accession_number":"0001437749-26-030399","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"HealthStream completed a $40 million private placement of 1,355,932 newly issued shares of common stock to WJRJJ Ventures at $29.50 per share, explicitly noted as unregistered and offered in reliance on Section 4(a)(2) exemptions. This is a material dilutive equity issuance raising significant capital, with the company intending to use proceeds for general corporate purposes, working capital, and potential acquisitions. The transaction also includes registration rights for resale, typical of private placement structures.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:29:43.593987+00:00","company_name":"HEALTHSTREAM INC","ticker":"HSTM","filing_date":"2026-09-15"}]}