HCAT Insider 'Sell-to-Cover' Sale: 2,854 Shares Disposed by CPO

Rhea-AI Filing Summary

Health Catalyst insider sale tied to RSU tax withholding. Chief People Officer Linda Llewelyn reported a sale of 2,854 shares of Health Catalyst, Inc. (HCAT) on 09/02/2025 at $3.3627 per share. The filing states this sale was a mandated "sell-to-cover" to satisfy tax withholding on vested restricted stock units, not a discretionary trade. After the transaction, the reporting person beneficially owned 153,025 shares. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Maintains substantial ownership: Beneficially owns 153,025 shares after the transaction, indicating ongoing alignment with shareholders.
• Transaction disclosed as non-discretionary: Sale was a mandated "sell-to-cover" for RSU tax withholding, reducing concern that this reflects a change in insider sentiment.

Negative

• Shares disposed: Reporting person disposed of 2,854 shares, reducing direct holdings by that amount.
• Price indicates current valuation level: The sale price of $3.3627 provides a data point for insider liquidity at that price.

Insights

Securities Analyst

TL;DR Routine sell-to-cover transaction; no indication of discretionary change in ownership intent.

The transaction reported is a small, non-discretionary sale of 2,854 shares at $3.3627 to satisfy tax withholding from RSU vesting. Such transactions are common when companies require withholding at vesting and are unlikely to reflect a change in the officer's view of the company. The remaining beneficial ownership of 153,025 shares maintains a meaningful equity stake, suggesting continued alignment with shareholders. No derivative transactions or other material dispositions are reported.

Corporate Governance Expert

TL;DR Administrative disposition for tax purposes; procedural, not governance-related.

The Form 4 explicitly characterizes the sale as mandated under the issuer's equity plan to cover tax withholding on vested RSUs, which is an administrative process rather than a voluntary sale. The filing contains clear explanation and signature by an attorney-in-fact, indicating proper procedural compliance. There is no disclosure of additional changes to compensation arrangements, insider status, or material governance events.

Insider Trade Summary

Net Seller: 2,854 shares

Net Sell 1 txn

Insider Llewelyn Linda

Role Chief People Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,854	$3.3627	$10K

Holdings After Transaction: Common Stock — 153,025 shares (Direct)

Footnotes (1)

1. F1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Issuer's Restricted Stock Units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/04/2025 - 06:33 PM Learn about SEC filing dates

FAQ

What did the Health Catalyst (HCAT) Form 4 filed by Linda Llewelyn report?

The Form 4 reported a sale of 2,854 shares on 09/02/2025 at $3.3627 per share to satisfy tax withholding from vested RSUs.

Was the sale by the HCAT officer discretionary or mandated?

The filing states the sale was a mandated 'sell-to-cover' required by the issuer's equity incentive plans and not a discretionary trade.

How many HCAT shares does the reporting person own after the transaction?

After the reported transaction the reporting person beneficially owned 153,025 shares.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact, Benjamin Landry, on 09/04/2025.

Does the Form 4 disclose any derivative or option transactions for HCAT?

No. The filing contains only a non-derivative sale of common stock and does not report any derivative or option transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Llewelyn Linda

(Last) (First) (Middle)

C/O HEALTH CATALYST, INC.

10897 SOUTH RIVER FRONT PARKWAY, #300

(Street)

SOUTH JORDAN UT 84095

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Health Catalyst, Inc. [ HCAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/02/2025		F(1)		2,854	D	$3.3627	153,025	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Issuer's Restricted Stock Units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Remarks:

	/s/Benjamin Landry, as Attorney-in-Fact	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.