Health Catalyst GC sells 13K shares to pay taxes

Health Catalyst’s General Counsel reported a mandatory sell-to-cover tax transaction tied to RSU vesting, leaving over 350,000 shares directly held.

Rhea-AI Filing Summary

Health Catalyst, Inc. (HCAT) reported that its General Counsel, Benjamin Landry, had 13,167 shares of common stock disposed of on September 1, 2026 at $1.7036 per share to satisfy tax withholding obligations from vesting Restricted Stock Units. The filing states this mandated "sell to cover" transaction was not a discretionary trade and left him with 351,372 shares held directly.

Insider Trade Summary

Tax Withholding: 13,167 shares

Tax Withholding 1 txn

Insider Landry Benjamin

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	13,167	$1.7036	$22K

Holdings After Transaction: Common Stock — 351,372 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.

Key Figures

Shares disposed: 13,167 shares Transaction price: $1.7036 per share Shares held after transaction: 351,372 shares +1 more

4 metrics

Shares disposed 13,167 shares Shares delivered or withheld on September 1, 2026 to cover tax withholding for RSU vesting

Transaction price $1.7036 per share Price for the 13,167-share tax-withholding disposition on September 1, 2026

Shares held after transaction 351,372 shares Direct holdings of Benjamin Landry after the September 1, 2026 transaction

Tax-withholding disposition shares 13,167 shares Count reported as used to satisfy tax withholding obligations for RSU vesting

Key Terms

Restricted Stock Units, "sell to cover" transaction, tax withholding obligations, equity incentive plans

4 terms

Restricted Stock Units financial

"in connection with the vesting of Issuer's 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.

"sell to cover" transaction financial

"to be funded by a "sell to cover" transaction and does not"

tax withholding obligations financial

"to cover tax withholding obligations in connection with the vesting"

equity incentive plans financial

"Issuer's election under its equity incentive plans to require"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

FAQ

What insider transaction did HCAT’s General Counsel report on this Form 4?

Benjamin Landry reported that 13,167 shares of Health Catalyst common stock were disposed of on September 1, 2026 at $1.7036 per share to cover tax withholding obligations related to vesting Restricted Stock Units.

How many HCAT shares does the General Counsel hold after this transaction?

After the tax-related disposition, Benjamin Landry directly holds 351,372 shares of Health Catalyst common stock, as reported in the Form 4 for the September 1, 2026 transaction.

Was the HCAT insider transaction a discretionary trade?

No. A footnote states the 13,167 shares were sold to cover tax withholding obligations under Health Catalyst’s equity incentive plans and that this mandated "sell to cover" transaction does not represent a discretionary trade by Benjamin Landry.

What was the purpose of the HCAT share disposition reported by the General Counsel?

The disposition of 13,167 shares was to satisfy tax withholding obligations arising from the vesting of Health Catalyst Restricted Stock Units, funded through a mandated "sell to cover" transaction under the company’s equity incentive plans.

Is the HCAT Form 4 transaction related to a Rule 10b5-1 trading plan?

No. The Form 4 checkbox for Rule 10b5-1 plans is not affirmatively marked, and the footnote describes the transaction as mandated by the company’s equity incentive plans, not as a discretionary trade under a trading plan.

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Available on EDGAR 09/03/2026 - 04:12 PM Accepted by SEC EDGAR 09/03/2026 - 04:05 PM Learn about SEC filing dates

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^*

Landry Benjamin

(Last) (First) (Middle)

10897 S. RIVER FRONT PARKWAY, #300

(Street)

SOUTH JORDAN UTAH 84095

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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

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

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

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	09/01/2026		F		13,167(1)	D	$1.7036	351,372	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	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)