Health Catalyst (HCAT) CEO logs large RSU grants and tax-driven share sale

Rhea-AI Filing Summary

Health Catalyst, Inc. CEO Albert Benjamin reported equity compensation and a related tax-withholding share sale. On February 25, 2026, he received 930,000 restricted stock units (RSUs) and 38,833 performance-based RSUs (PRSUs), each convertible into one common share if vesting conditions are met.

Under the company’s 2019 Stock Option and Incentive Plan, 16.67% of the RSUs vest on March 1, 2026, with the remaining 83.33% vesting in 10 equal quarterly installments. The PRSUs were granted based on performance criteria for the fiscal year ended December 31, 2025.

On February 26, 2026, Benjamin disposed of 13,304 common shares at $1.7478 per share to satisfy tax withholding obligations from vested RSUs. The company describes this as a mandatory "sell to cover" transaction rather than a discretionary trade.

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

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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^*

Albert Benjamin

(Last) (First) (Middle)

10897 S. RIVER FRONT PARKWAY

SUITE 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)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		930,000(1)	A	$0.00	1,507,870	D
Common Stock	02/25/2026		A		38,833(2)	A	$0.00	1,546,703	D
Common Stock	02/26/2026		F(3)		13,304	D	$1.7478	1,533,399	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 an award of restricted stock units ("RSUs") granted pursuant to the Issuer's 2019 Stock Option and Incentive Plan (the "2019 Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. Subject to the terms of the 2019 Plan, 16.67% of the RSUs will vest on March 1st, 2026, and, thereafter, the remaining 83.33% of the RSUs will vest in 10 equal quarterly installments.

2. Represents an award of 38,833 performance-based restricted units ("PRSUs") pursuant to the 2019 Plan, based upon the Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2025. Each PRSU represents a contingent right to receive one share of the Issuer's common stock.

3. 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	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Health Catalyst (HCAT) CEO Albert Benjamin report?

Albert Benjamin reported equity awards and a related tax sale. He received 930,000 RSUs and 38,833 PRSUs on February 25, 2026, then disposed of 13,304 shares on February 26, 2026, to cover tax withholding from RSU vesting under the company’s equity plans.

How many restricted stock units did the Health Catalyst (HCAT) CEO receive?

The CEO received 930,000 restricted stock units. Each RSU represents a contingent right to one share of common stock, subject to vesting. The award was granted under Health Catalyst’s 2019 Stock Option and Incentive Plan as part of his equity compensation package.

What are the vesting terms of Albert Benjamin’s new RSU award at Health Catalyst (HCAT)?

16.67% of the RSUs vest on March 1, 2026, with the remaining 83.33% vesting in 10 equal quarterly installments. Vesting is governed by Health Catalyst’s 2019 Stock Option and Incentive Plan and continues over several years, aligning compensation with ongoing service and performance.

What are the performance-based RSUs (PRSUs) granted to the Health Catalyst (HCAT) CEO?

Albert Benjamin received 38,833 performance-based restricted stock units. Each PRSU can convert into one share of common stock, contingent on performance criteria for the fiscal year ended December 31, 2025, being satisfied under Health Catalyst’s 2019 stock incentive plan.

Why did the Health Catalyst (HCAT) CEO sell 13,304 shares on February 26, 2026?

The 13,304-share sale was to cover tax withholding obligations from RSU vesting. Health Catalyst’s equity plans mandate a “sell to cover” transaction, so this disposal is described as non-discretionary and not an open-market sale chosen by the CEO.

What price was received for the Health Catalyst (HCAT) shares sold to cover taxes?

The 13,304 common shares were sold at $1.7478 per share. This transaction was specifically to satisfy tax withholding tied to RSU vesting and is characterized as a mandated “sell to cover” under Health Catalyst’s equity incentive arrangements.