HealthStream, Inc. (Nasdaq: HSTM) announced the completion of a private placement transaction on September 14, 2026, through which WJRJJ Ventures, LLC acquired a total of 1.5 million shares of the company’s common stock.
Under the agreement, HealthStream issued 1,355,932 shares to WJRJJ for an aggregate cash purchase price of approximately $40.0 million, at a price of $29.50 per share. Additionally, WJRJJ purchased 144,068 shares directly from HealthStream’s Chief Executive Officer, Robert A. Frist, Jr., for approximately $4.25 million, also at $29.50 per share.
Following the transaction, Mr. Frist remains the company’s largest shareholder, beneficially owning approximately 16.4% of HealthStream’s issued and outstanding common stock. The shares were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
In connection with the sale, HealthStream entered into a Registration Rights Agreement, which requires the company to file a registration statement with the Securities and Exchange Commission within 45 days of a request from the Investor and to use commercially reasonable efforts to have it declared effective.
HealthStream intends to use the net proceeds from the transaction for general corporate purposes, including continued investment in its solutions, working capital, potential acquisitions, and other strategic initiatives.
WJRJJ Ventures is owned by Willis Johnson, a Nashville-area entrepreneur and the founder and Chairman of Copart, Inc. (Nasdaq: CPRT). Mr. Johnson is also the initial investor in Empath Nursing, Inc., a company in which HealthStream holds an approximately 5% ownership interest and has a strategic partnership.
