Health Catalyst Reports Inducement Awards Under Nasdaq Listing Rule 5635(c)(4)

Health Catalyst details a large CEO inducement RSU grant and separate open market share purchases by its new chief executive.

Rhea-AI Summary

Health Catalyst (HCAT) granted 2,747,385 restricted stock units (RSUs) to new Chief Executive Officer and President Simeon Kohl on September 14, 2026 under its 2026 Employment Inducement Incentive Plan, structured to comply with Nasdaq Listing Rule 5635(c)(4).

Of these RSUs, 915,975 are scheduled to vest on September 14, 2027, with the remaining units vesting in eight approximately equal quarterly installments, each subject to Mr. Kohl’s continued employment on the applicable vesting date. The awards are governed by the Inducement Plan and an RSU agreement and are reserved for individuals who are newly hired or re-hired after a bona fide break in service as material inducements to employment. On September 11 and 14, 2026, Mr. Kohl also acquired a total of 59,000 shares of Health Catalyst common stock in open market purchases at a weighted average price of $1.787188 per share.

Positive

• 59,000 shares bought by CEO in open market at $1.787188 average price
• Initial tranche of 915,975 RSUs vests after one year of employment

Negative

• Inducement equity award of 2,747,385 RSUs granted to new CEO

Market Context

HCAT moved -0.06% after the September 8 CEO appointment; that prior release had already disclosed th...

Analysis

HCAT moved -0.06% after the September 8 CEO appointment; that prior release had already disclosed the planned 2,747,385-RSU grant, making this announcement a confirmation of the award's execution. The current filing also documented Kohl's open-market share purchases.

Key Figures

Inducement RSUs: 2,747,385 RSUs Initial vesting tranche: 915,975 RSUs Remaining vesting schedule: 8 quarterly installments +3 more

Inducement RSUs

2,747,385 RSUs

Grant to incoming CEO under the 2026 Employment Inducement Incentive Plan

Initial vesting tranche

915,975 RSUs

Vesting on September 14, 2027

Remaining vesting schedule

8 quarterly installments

Subject to continued employment

Open-market share purchases

59,000 shares

Aggregate purchases by Simeon Kohl on September 11 and September 14, 2026

Weighted average purchase price

$1.787188 per share

Weighted average price for the 59,000-share purchases

CEO appointment effective date

September 14, 2026

Simeon Kohl became Chief Executive Officer and President

Historical Context

1 past event · Latest: Sep 08

1 event

1. Sep 08

   Leadership appointment

   24h Move

   -0.1%

   Earlier release disclosed Kohl's appointment and planned 2,747,385-RSU inducement grant.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

restricted stock units, nasdaq listing rule 5635(c)(4)

2 terms

restricted stock units financial

"granted 2,747,385 restricted stock units (the “RSUs”) to Simeon Kohl"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SALT LAKE CITY, Sept. 14, 2026 (GLOBE NEWSWIRE) -- Health Catalyst, Inc. (“Health Catalyst” or the “Company,” Nasdaq: HCAT), a healthcare intelligence company designed to accelerate measurable improvement for health systems, today announced that on September 14, 2026, the Compensation Committee of the Company’s Board of Directors granted 2,747,385 restricted stock units (the “RSUs”) to Simeon Kohl under the Health Catalyst, Inc. 2026 Employment Inducement Incentive Plan (the “Inducement Plan”) in connection with Mr. Kohl’s previously announced appointment as Chief Executive Officer and President of the Company effective on September 14, 2026. The awards were granted as inducement material to Mr. Kohl’s entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

Of the 2,747,385 RSUs granted to Mr. Kohl, 915,975 RSUs will vest on September 14, 2027 and the remaining RSUs will vest in eight approximately equal quarterly installments, in each case subject to Mr. Kohl’s continued employment with the Company on such vesting date. The awards are subject to the terms and conditions of the Inducement Plan and the terms and conditions of the RSU agreement covering the grant.

The Inducement Plan is used exclusively for the grant of equity awards to individuals who were not previously employees or directors of the Company or its subsidiaries, or following a bona fide period of non-employment, as an inducement material to such individuals' entering into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4).

On September 11, 2026 and September 14, 2026, Mr. Kohl acquired an aggregate of 59,000 shares of Health Catalyst's common stock through open market purchases with a weighted average price of $1.787188 per share.

About Health Catalyst

Health Catalyst, Inc. (Nasdaq: HCAT) is a healthcare intelligence company designed to accelerate measurable improvement for health systems across cost, clinical, and consumer performance. Backed by deep domain expertise, proprietary AI-driven technology, and $2.8 billion in documented outcomes, Health Catalyst helps health systems move from data to confident, measurable action.

Health Catalyst Investor Relations Contact
Stephanie St. Clair
Finance and Investor Relations, SVP
+1 (855)-309-6800
ir@healthcatalyst.com

Health Catalyst Media Contact
Kay Blazar
VP, PR
SVM PR & Marketing
Healthcatalyst@SVMPR.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How is Simeon Kohl’s RSU award structured over time?

915,975 RSUs are scheduled to vest on September 14, 2027. The remaining RSUs are expected to vest in eight approximately equal quarterly installments after that date, with each vesting event conditioned on Mr. Kohl’s continued employment with Health Catalyst on the applicable vesting date.

Under what plan and rule were the RSUs granted to the new CEO?

The RSUs were granted under the Health Catalyst 2026 Employment Inducement Incentive Plan, which the company uses exclusively for equity awards to individuals who were not previously employees or directors (or who return after a bona fide period of non-employment) as an inducement to employment, pursuant to Nasdaq Listing Rule 5635(c)(4).

What common stock purchases did Simeon Kohl make around his appointment?

On September 11, 2026 and September 14, 2026, Simeon Kohl acquired an aggregate of 59,000 shares of Health Catalyst common stock through open market purchases at a weighted average price of $1.787188 per share.