[8-K] Health Catalyst, Inc. Reports Material Event
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Health Catalyst, Inc. named Ben Albert as its new Chief Executive Officer and a director, effective February 12, 2026, as part of an accelerated succession plan for retiring CEO Dan Burton, who will move to a strategic advisor role under an expected transition agreement.
Albert, previously President and COO and former CEO/co‑founder of Upfront Healthcare, will receive a $600,000 base salary, an annual bonus target equal to 100% of salary, 465,000 RSUs, and 465,000 performance-based RSUs, along with amended vesting of 467,000 RSUs granted in 2025. The company is also reshaping governance: multiple long‑tenured directors are resigning and the Board will ultimately be reduced to five members immediately prior to the 2026 annual meeting, with Justin Spencer serving as chair and committee memberships rebalanced.
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Insights
Health Catalyst executes planned CEO succession and tightens board structure.
Health Catalyst is completing a leadership handoff from long‑time CEO Dan Burton to Ben Albert, an internal candidate with prior COO and acquisition-integration experience. The move follows a comprehensive search and accelerates an already announced succession timeline, suggesting an orderly, rather than reactive, transition.
Albert’s package combines cash pay with substantial equity: a
Governance is being streamlined as several long-serving directors depart and the Board size steps down to five before the
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2026
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(801 ) 708-6800
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(Former name or former address, if changed since last report)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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.
CEO and Director Transitions
Ben Albert Appointment as CEO and Director; Dan Burton Retirement
On February 12, 2026, the Board of Directors (the Board) of Health Catalyst, Inc. (the Company) appointed Ben Albert to succeed Mr. Burton as the Company’s Chief Executive Officer and principal executive officer, effective February 12, 2026. Mr. Albert stepped down as the Company’s Chief Operating Officer effective February 12, 2026. Upon the recommendation of its nominating and corporate governance committee, the Board also appointed Mr. Albert to serve as a Class III director of the Board, effective February 12, 2026.
Mr. Albert, age 52, served as the Company’s President and Chief Operating Officer from September 2025 until his promotion to CEO. Prior to that, Mr. Albert held the position of Chief Executive Officer of the Upfront Healthcare Services business unit of the Company since the Company acquired Upfront Healthcare Services, Inc. (Upfront), a patient engagement platform provider, in January 2025. Prior to that, Mr. Albert served as the Chief Executive Officer and co-founder of Upfront from its founding in 2016 until its acquisition by the Company. Mr. Albert holds a Bachelor’s degree from Western Michigan University and an MBA from the University of Illinois, Chicago.
In connection with Mr. Albert’s appointment by the Board as Chief Executive Officer, the Company and Mr. Albert entered into an offer letter, dated as of February 12, 2026 (the Albert Offer Letter). Pursuant to the Albert Offer Letter, Mr. Albert’s salary will be $600,000 and he will be eligible for an annual bonus with a target amount equal to 100% of his base salary. In addition, Mr. Albert will receive a grant of 465,000 restricted stock units (RSUs) that will vest as to 77,500 RSUs on March 10, 2026 and the remaining RSUs will vest in ten equal quarterly installments. Mr. Albert will also receive a grant of 465,000 performance-based restricted stock units (PRSUs) with a vesting schedule and vesting metrics to be determined by the Board. In addition, the vesting schedule of the grant of 467,000 RSUs made to Mr. Albert in September 2025 (the 2025 Grant) will be amended such that 77,833 RSUs shall vest on March 10, 2026 and the balance of the unvested RSUs under the 2025 Grant shall vest in ten equal quarterly installments thereafter. Mr. Albert will also continue to participate in the Company’s Executive Severance Plan.
The foregoing description of the terms of the Albert Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Albert and any person pursuant to which Mr. Albert was appointed as Chief Executive Officer, principal executive officer and director. Except for the arrangements described below in this Current Report on Form 8-K, Mr. Albert is not party to and does not have a direct or indirect material interest in any transaction or proposed transaction in which the Company is or is to be a party for which disclosure would be required under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Albert and any of the Company’s directors or executive officers.
As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2025, the Company acquired Upfront (the Merger) pursuant to an Agreement and Plan of Merger, by and among the Company, Upfront and certain other parties thereto. At the closing of the Merger, all outstanding shares of Upfront capital stock, warrants and options were cancelled in exchange for the right to receive (i) consideration of approximately $41.5 million of cash (the Closing Cash Consideration) and approximately 5,753,754 newly issued shares of the Company’s common stock (the Closing Stock Consideration and, together with the Closing Cash Consideration, the Closing Consideration), par value $0.001 per share (the Common Stock) and (ii) potential additional aggregate consideration of up to approximately $12.5 million in cash (the Earn-Out Cash Consideration) and approximately 2,699,121 shares of Common Stock (together with the Earn-Out Cash Consideration, the Earn-Out Consideration), subject to the achievement of certain earn-out performance targets (the Earn-Out Performance Targets) measured as of December 31, 2026. At the time of the Merger, Mr. Albert was a director and chief executive officer of Upfront and held shares of Upfront capital stock and as a result, received (i) approximately $1,209,872 in cash comprising Closing Cash Consideration and beneficial ownership of 269,765 shares of Common Stock comprising Closing Stock Consideration and (ii) the right to receive a portion of the Earn-Out Consideration after December 31, 2026 if the Earn-Out Performance Targets are achieved. Further, Mr. Albert received a retention bonus in the form of a grant of 18,000 RSUs and 16,573 PRSUs in connection with the Merger.
In connection with Mr. Albert’s appointment as Chief Executive Officer, on February 12, 2026, Mr. Burton informed the Board 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. On February 12, 2026, Mr. Burton also informed the Board of his resignation from the Board, effective February 17, 2026. As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2025, Daniel Burton previously notified the Board of his plan to retire from his positions as Chief Executive Officer and principal executive officer of the Company effective June 30, 2026. Mr. Burton’s resignation from his position as Chief Executive Officer and principal executive officer of the Company and member of the Board was not a result of any conflict or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In order to enable a smooth transition of his prior responsibilities as Chief Executive Officer and principal executive officer of the Company, Mr. Burton will continue to serve as an employee with the title of strategic advisor, and the Company and Mr. Burton expect to enter into a transition agreement pursuant to which he will continue to serve as a strategic advisor to the Company.
Director Transitions
On February 12, 2026, Dawn Smith informed the Board of her resignation from the Board, including her resignation from the audit committee of the Board, effective February 17, 2026. Ms. Smith’s resignation was not a result of any conflict or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Additionally, in recognition of her years of extraordinary service, the Board approved, in connection with Ms. Smith’s resignation from the Board, (i) accelerating the vesting of 36,231 RSUs held by Ms. Smith that would have otherwise vested in July 2026 and (ii) the full quarterly payment for the quarter ended March 31, 2026 for the annual retainer under the Company’s Non-Employee Director Compensation Policy for Ms. Smith’s services as a member of the Board and a member of the audit committee of the Board in an aggregate amount of $13,750.
On February 12, 2026, Duncan Gallagher informed the Board of his resignation from the Board, including his resignation from the audit committee and nominating and corporate governance committee of the Board, effective February 17, 2026. Mr. Gallagher’s resignation was not a result of any conflict or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Additionally, in recognition of his years of extraordinary service, the Board approved, in connection with Mr. Gallagher’s resignation from the Board, (i) accelerating the vesting of 36,231 RSUs held by Mr. Gallagher that would have otherwise vested in July 2026 and (ii) a grant of 7,562 RSUs to Mr. Gallagher that would have otherwise been granted on March 1, 2026, representing the full quarterly payment for the quarter ended March 31, 2026 for the annual retainer under the Company’s Non-Employee Director Compensation Policy for Mr. Gallagher’s services as a member of the Board, a member of the audit committee of the Board, and chair of the nominating and corporate governance committee of the Board.
On February 12, 2026, John A. Kane informed the Board of his resignation from the Board, including his resignation from the audit committee of the Board, effective April 1, 2026. Mr. Kane also informed the Board of his resignation as chair of the Board, effective February 12, 2026, and his resignation from the nominating and corporate governance committee of the Board, effective February 17, 2026. Mr. Kane’s resignation was not a result of any conflict or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Additionally, in recognition of his years of extraordinary service, upon his resignation from the Board, the Board approved, in connection with Mr. Kane’s resignation from the Board, accelerating the vesting of 36,231 RSUs held by Mr. Kane that would have otherwise vested in July 2026.
On February 12, 2026, Justin Spencer was named chair of the Board. Effective upon the resignations of Mr. Gallagher and Ms. Smith from the Board and Mr. Kane as a member of the nominating and corporate governance committee of the Board on February 17, 2026, (i) the audit committee consists of Mr. Kane, Mr. Spencer, and Julie Larson-Green, with Mr. Kane serving as chair of the audit committee, (ii) the compensation committee consists of Ms. Larson-Green and Jill Hoggard Green, with Ms. Larson-Green serving as chair of the compensation committee, and (iii) the nominating and corporate governance committee consists of Matt Arens and Ms. Hoggard Green, with Mr. Arens serving as chair of the nominating and corporate governance committee.
As a result of the director transitions, the Board (i) approved an increase in the size of the Board from nine (9) directors ten (10) directors in order to appoint Mr. Albert, (ii) approved a reduction in the size of the Board from ten (10) directors to seven (7) directors, effective as of February 17 , 2026 upon the resignations of Mr. Burton, Mr. Gallagher and Ms. Smith, (iii) approved a reduction in the size of the Board from seven (7) directors to six (6) directors, effective as of April 1, 2026 upon the resignation of Mr. Kane, and (iv) approved a reduction in the size of the Board from six (6) to five (5) directors immediately prior to the commencement of the Company’s 2026 annual meeting of stockholders in connection with the prior announcement of Mr. Kolb not standing for reelection and his term ending immediately prior to the commencement of the 2026 annual meeting of stockholders. Due to the director transitions, two Class I seats will be up for election at the 2026 annual meeting of stockholders.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the Chief Executive Officer and director transitions is attached hereto as Exhibit 99.1 and is incorporated by reference.
The information furnished pursuant to Item 7.01 of this Form 8-K, including the information contained in Exhibit 99.1 of this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the composition of the Board, the director transitions, the execution of a transition agreement between the Company and Mr. Burton, and the grant of restricted stock units and performance-based restricted stock units to Mr. Albert. Any forward-looking statements contained in this Current Report on Form 8-K are based upon the Company’s historical performance and its current plans, estimates, and expectations, and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent the Company’s expectations as of the date of this Current Report on Form 8-K, and involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company, including the risks and uncertainties disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10‑K and any subsequent filings on Forms 10-Q or 8-K, available at www.sec.gov. Except as required by law, the Company does not intend to update any forward-looking statement contained in this Current Report on Form 8-K to reflect events or circumstances arising after the date hereof.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |||||||
10.1 | Offer Letter, dated February 12, 2026, between the Company and Benjamin Albert | |||||||
99.1* | Press release titled “Health Catalyst Appoints Ben Albert as Chief Executive Officer” dated February 18, 2026. | |||||||
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Furnished herewith.
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: February 18, 2026 | By: | /s/ Jason Alger | ||||||
| Jason Alger | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
Health Catalyst Appoints Ben Albert as Chief Executive Officer
Albert to Sharpen Focus on Improving Cost and Operational Efficiency, Clinical Quality, and Consumer Experience in Healthcare
Health Catalyst Board to be Reduced to Five Directors Immediately Prior to the 2026 Annual Meeting
Salt Lake City, UT – February 18, 2026 – Health Catalyst, Inc. (Nasdaq: HCAT) (“Health Catalyst” or the “Company”), a leading provider of data and analytics technology and services to healthcare organizations, today announced that Ben Albert, the Company’s President and Chief Operating Officer (COO), was appointed to serve as Chief Executive Officer (CEO) and as a member of Health Catalyst’s Board of Directors ( “Board”), effective February 12, 2026.
In connection with the appointment, Health Catalyst accelerated the timing of its previously announced succession plan for Dan Burton, who has stepped down as CEO and as a member of the Board. As Mr. Burton retires from his position as CEO, Health Catalyst expects that he will continue to serve as an employee with the title of strategic advisor. Health Catalyst also expects to enter into a transition agreement with Mr. Burton.
Mr. Albert is an experienced leader with more than 25 years of experience building and leading healthcare organizations. Upon assuming the President and COO position at Health Catalyst in September 2025, Mr. Albert undertook a comprehensive analysis of Health Catalyst’s capabilities to focus resources on key business priorities. As part of that effort, he streamlined its leadership structure to enhance strategic focus, simplify operations, and improve execution across the business. These actions are intended to better align resources with Health Catalyst’s highest-return priorities, and support improved financial performance over time.
“I am honored to lead Health Catalyst as its next CEO,” said Mr. Albert. “I have seen firsthand the mission-driven dedication that defines our organization. We will continue to leverage our expertise to help clients manage costs, improve clinical quality, and strengthen consumer loyalty. When we bring our technology, data, and expertise together in these areas, we have a clear path to delivering measurable improvement and creating meaningful value, positioning us to deliver real impact where our clients need it most. I look forward to building on this strong foundation by strategically centering our focus and aligning our resources with an aim to return to growth for the benefit of our clients and shareholders.”
Justin Spencer, independent Chair of the Health Catalyst Board, said, “Following a comprehensive search process, we are confident Ben will provide the stability and operational depth needed to lead Health Catalyst in reaching for our full potential. The Board has been impressed with the focus and execution he has demonstrated as he has worked to streamline and strengthen the business. Finally, on behalf of the Board, we thank Dan for his exceptional leadership throughout his tenure guiding Health Catalyst.”
“Having worked side by side with Ben these last few months, it’s become clear that he is the right person to lead Health Catalyst forward,” said Mr. Burton. “Ben’s understanding of our business, dedication to our mission, and commitment to our clients are unmatched. He shares the same values that empower our team and organization every day. I believe in Health Catalyst’s future and its capability to continue to be the catalyst for massive, measurable, data-informed healthcare improvement. I take comfort in knowing that I pass the baton to a leader of Ben’s caliber and character.”
Director Transitions
Health Catalyst today also announced actions to reduce the size of the Board. Dawn Smith and Duncan Gallagher stepped down from the Board, effective February 17, 2026, and John Kane will step down on April 1, 2026. These changes are in addition to the planned departure of Matt Kolb, who previously notified the Company that he will not seek reelection as a director at the 2026 Annual Meeting of Shareholders and will complete his board service immediately prior to the 2026 Annual Meeting.
As a result of these changes, the size of the Board has been reduced at the effective time of each of the departures and will ultimately be set at five directors immediately prior to the 2026 Annual Meeting. Health Catalyst is grateful for the contributions and service of the departing directors.
In addition, Mr. Spencer has been elected to serve as Chair of the Board. Matt Arens has been named Chair of the Nominating and Corporate Governance Committee, which now consists of Mr. Arens and Jill Hoggard Green; Julie Larson-Green will continue to serve as Chair of the Compensation Committee; and Mr. Kane will continue to serve as Chair of the Audit Committee until his departure. The Audit Committee now consists of Mr. Kane, Mr. Spencer, and Ms. Larson-Green.
About Ben Albert
Ben Albert joined Health Catalyst in January 2025 through its acquisition of Upfront Healthcare Services, Inc. (“Upfront”), where he served as CEO and Co-Founder. Prior to launching Upfront, he founded and led Care Team Connect, a leading care management platform for providers, which was later acquired by The Advisory Board Company, where he served as an executive following close of that transaction. Mr. Albert also held various executive-level positions at PatientKeeper, Inc., and Data Harbor, Inc., before both companies were acquired. He also served as an Entrepreneur-In-Residence and Operating Partner within the Strategic Investments Division of Cambia Health Solutions. Mr. Albert holds a BA from Western Michigan University and an MBA from University of Illinois, Chicago.
About Health Catalyst
Health Catalyst (Nasdaq: HCAT) is a leading provider of data and analytics technology and services that ignite smarter healthcare, lighting the path to measurable clinical, financial, and operational improvement. More than 1,100 organizations worldwide rely on Health Catalyst's offerings, including our cloud-based technology ecosystem, Health Catalyst Ignite™, AI-enabled data and analytics solutions, and expert services to drive meaningful outcomes across hundreds of millions of patient records. Powered by high-value data, standardized measures and registries, and deep healthcare domain expertise, Ignite helps organizations transform complex information into actionable insights. Backed by a multi-decade mission and a proven track record of delivering billions of dollars in measurable results, Health Catalyst continues to serve as the catalyst for massive, measurable, data-informed healthcare improvement and innovation.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the impact of Mr. Albert being appointed the CEO of Health Catalyst and joining the Board, Mr. Burton’s transition, the transition of the departing directors and the prospects and future performance of Health Catalyst. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.
Important risks and uncertainties that could cause actual results to differ materially from Health Catalyst’s expectations, plans and prospects. For a detailed discussion of the risk factors that could affect Health Catalyst’s actual results, please refer to the risk factors identified in Health Catalyst’s SEC reports, including, but not limited to, the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the SEC on November 10, 2025 and the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025 and amended on April 30, 2025. All information provided in this release and in the attachments is as of the date hereof, and Health Catalyst undertakes no duty to update or revise this information unless required by law.
Media Contact:
Kathryn Mykleseth
Director of Public Relations and Communications
media@healthcatalyst.com
Investor Relations Contact:
Matt Hopper
SVP of Finance and Head of Investor Relations
ir@healthcatalyst.com
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