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Daniel Burton’s transition deal at Health Catalyst (HCAT) details advisory role

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Health Catalyst, Inc. outlines a transition arrangement with former Chief Executive Officer and principal executive officer Daniel Burton following his previously reported retirement effective February 12, 2026. To support a smooth handover, Burton will remain an employee as a strategic advisor through December 31, 2026.

Under the Transition Agreement dated March 31, 2026, he will receive an average monthly base salary of $10,000 starting March 1, 2026, in exchange for continued employment. He will forfeit all unvested restricted stock units and performance-based restricted stock units that could vest after March 2, 2026, and provide a general release of claims against the company.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Monthly base salary $10,000 per month Average base salary beginning March 1, 2026 under Transition Agreement
Retirement effective date February 12, 2026 Date Daniel Burton’s retirement as CEO and principal executive officer became effective
Transition Agreement date March 31, 2026 Date the Transition Agreement between Health Catalyst and Daniel Burton was executed
Advisory role end date December 31, 2026 Date through which Daniel Burton will serve as strategic advisor
Equity forfeiture cutoff After March 2, 2026 Unvested RSUs and performance-based RSUs eligible to vest after this date will be forfeited
Transition Agreement financial
"the Company and Mr. Burton entered into a transition agreement (the Transition Agreement) on March 31, 2026"
strategic advisor financial
"Mr. Burton has agreed to serve as an employee with the title of strategic advisor until December 31, 2026"
restricted stock units financial
"the forfeiture of all of his unvested restricted stock units"
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.
performance-based restricted stock units financial
"and all of his unvested performance-based restricted stock units that are otherwise eligible for vesting after March 2, 2026"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
general release of claims financial
"and a general release of claims against the Company"
principal executive officer financial
"from his position as Chief Executive Officer and principal executive officer of the Company"
Understanding 8-K Material Events →
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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): March 31, 2026
__________________________________________________________
HEALTH CATALYST, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________
Delaware001-3899345-3337483
(State or other jurisdiction of
incorporation)
(Commission File Number)(IRS Employer
Identification No.)
10897 South River Front Parkway #300
South Jordan, UT 84095
(Address of principal executive offices, including zip code)

(801) 708-6800
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
______________________________________________________________
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: 
☐     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))
______________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, par value $0.001 per shareHCATThe Nasdaq Global Select Market
________________________________________________________
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2026, on February 12, 2026, Daniel Burton informed the Board of Directors of Health Catalyst, Inc. (the Company) of the acceleration of the effective date of his retirement from his position as Chief Executive Officer and principal executive officer of the Company to February 12, 2026. In order to enable a smooth transition of his prior responsibilities as Chief Executive Officer and principal executive officer of the Company, the Company and Mr. Burton entered into a transition agreement (the Transition Agreement) on March 31, 2026 pursuant to which Mr. Burton has agreed to serve as an employee with the title of strategic advisor until December 31, 2026. The Transition Agreement provides for an average monthly base salary of $10,000 beginning March 1, 2026 in exchange for his continued employment, the forfeiture of all of his unvested restricted stock units and all of his unvested performance-based restricted stock units that are otherwise eligible for vesting after March 2, 2026, and a general release of claims against the Company.

The foregoing description of the terms of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.





Item 9.01. Financial Statements and Exhibits

(d) Exhibits.
Exhibit No.Description
10.1
Transition Agreement, dated March 31, 2026, between the Company and Daniel Burton
104Cover page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURE

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 hereunto duly authorized.

HEALTH CATALYST, INC.
Date: April 2, 2026By:/s/ Jason Alger
Jason Alger
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Health Catalyst (HCAT) report for Daniel Burton?

Health Catalyst reported that Daniel Burton retired as Chief Executive Officer and principal executive officer effective February 12, 2026. He will stay on as an employee in a strategic advisor role through December 31, 2026 to help ensure continuity and support the leadership transition.

What is Daniel Burton’s new role at Health Catalyst (HCAT) after retiring as CEO?

After retiring as CEO, Daniel Burton will serve as a strategic advisor to Health Catalyst until December 31, 2026. This employee role is defined in a Transition Agreement intended to enable a smooth transfer of his prior responsibilities and continued support for the company’s management team.

How much will Health Catalyst (HCAT) pay Daniel Burton under the Transition Agreement?

Under the Transition Agreement, Health Catalyst will pay Daniel Burton an average monthly base salary of $10,000 beginning March 1, 2026. This compensation is in exchange for his continued employment as strategic advisor following his retirement as Chief Executive Officer and principal executive officer.

What equity awards is Daniel Burton forfeiting at Health Catalyst (HCAT)?

Daniel Burton agreed to forfeit all of his unvested restricted stock units and all of his unvested performance-based restricted stock units that are eligible for vesting after March 2, 2026. This forfeiture is a condition of the Transition Agreement governing his post-CEO advisory role.

Does Daniel Burton provide a release of claims against Health Catalyst (HCAT)?

Yes. As part of the Transition Agreement, Daniel Burton provides a general release of claims against Health Catalyst. This type of release is common in executive transition arrangements and helps both parties clearly resolve potential employment-related claims as leadership roles change.

Where can investors find the full Transition Agreement between Health Catalyst (HCAT) and Daniel Burton?

The full Transition Agreement is filed as Exhibit 10.1 to the Form 8-K. Investors can review this exhibit for complete legal terms, detailed obligations of both parties, and any additional provisions beyond the summarized compensation, forfeiture of equity, and release of claims.

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