Health Catalyst CEO Sell-to-Cover: 8,335 Shares Disposed

Rhea-AI Filing Summary

Burton D. Burton, Chief Executive Officer and Director of Health Catalyst, Inc. (HCAT), reported a non-discretionary sell-to-cover transaction on 09/02/2025. The filing shows 8,335 shares were sold at $3.3627 per share to satisfy tax withholding obligations arising from vested restricted stock units; this was a mandatory sale under the issuer's equity plan rather than a voluntary trade. After the transaction the reporting person beneficially owns 1,448,814 shares. No derivative securities were reported in this filing and the Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Transparent disclosure of a mandated sell-to-cover transaction clarifies the non-discretionary nature of the sale
• Substantial ongoing ownership retained by the CEO with 1,448,814 shares beneficially owned after the transaction

Negative

• None.

Insights

Financial Analyst

Routine, small mandatory sale to cover taxes; ownership remains large and unchanged in intent.

The disclosed sale of 8,335 shares at $3.3627 appears to be a standard "sell-to-cover" tied to RSU vesting, not a discretionary disposition. Such transactions are common when companies require tax withholding to be satisfied at vesting. The remaining beneficial ownership of 1,448,814 shares indicates continued substantial exposure to company equity by the CEO. Given the size of the sale relative to total holdings, this filing is unlikely to be material to valuation or signal a change in management confidence.

Corporate Governance Expert

Disclosure aligns with standard equity compensation practices; no governance red flags evident.

The Form 4 explicitly states the sale was mandated by the issuer's election under its equity incentive plans to satisfy tax withholding, which is consistent with routine plan terms. The filing includes a signature by an attorney-in-fact and lists the reporting person as CEO and Director, meeting disclosure expectations. There are no indications of related-party or unusual timing concerns in the report itself.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Burton Daniel D.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,335	$3.3627	$28K

Holdings After Transaction: Common Stock — 1,448,814 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Burton Daniel D.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		8,335	D	$3.3627	1,448,814	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.

FAQ

What transaction did HCAT CEO Burton D. Burton report on Form 4?

The Form 4 reports a sell-to-cover sale of 8,335 shares on 09/02/2025 at $3.3627 per share to satisfy tax withholding from RSU vesting.

Was the sale by HCAT's CEO discretionary?

No. The filing states the sale was mandated by the issuer's election under its equity incentive plans to satisfy tax withholding and does not represent a discretionary trade.

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

After the transaction the reporting person beneficially owns 1,448,814 shares.

Are any derivative securities reported in this Form 4 for HCAT?

No. Table II for derivative securities shows no entries in this filing.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Benjamin Landry, as Attorney-in-Fact on 09/04/2025.