Was the 310-share sale by Health Catalyst (HCAT) CEO a discretionary trade?

No. The 310-share sale was required to cover tax withholding obligations from vesting restricted stock units. Health Catalyst’s equity plans mandate a sell-to-cover transaction for these taxes, so this disposition did not represent a discretionary market trade by the CEO.

Health Catalyst (HCAT) CEO receives PRSUs, sells shares to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Health Catalyst, Inc. CEO Albert Benjamin reported routine equity compensation activity. On April 29, 2026, he received an award of 1,124 performance-based restricted units (PRSUs) based on 2025 performance, with each PRSU representing a contingent right to one common share.

On May 1, 2026, 310 common shares were sold at $1.345 per share to cover tax withholding obligations tied to vesting of restricted stock units under the company’s equity plans. This sell-to-cover transaction was mandated by the company and was not a discretionary trade. Following these transactions, Benjamin directly holds 1,458,792 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Albert Benjamin

Role CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	310	$1.345	$416.95
Grant/Award	Common Stock	1,124	$0.00	--

Holdings After Transaction: Common Stock — 1,458,792 shares (Direct, null)

Footnotes (1)

Represents an award of 1,124 performance-based restricted units of the Issuer ("PRSUs") pursuant to the Issuer's 2019 Stock Option and Incentive Plan, based upon the Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2025, approved by the Issuer's board of directors on April 29, 2026. Each PRSU represents a contingent right to receive one share of the Issuer's common stock. 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

Performance-based RSU grant: 1,124 PRSUs Tax sell-to-cover shares: 310 shares Tax sale price: $1.345 per share +2 more

5 metrics

Performance-based RSU grant 1,124 PRSUs Award based on 2025 performance, approved April 29, 2026

Tax sell-to-cover shares 310 shares Shares sold May 1, 2026 to cover tax withholding

Tax sale price $1.345 per share Price for 310-share tax-withholding sale

Shares held after transactions 1,458,792 shares Direct common stock holdings after reported Form 4 activity

Grant price for PRSUs $0.00 per unit PRSUs granted as compensation, no purchase price

Key Terms

performance-based restricted units, PRSUs, 2019 Stock Option and Incentive Plan, Restricted Stock Units, +1 more

5 terms

performance-based restricted units financial

"Represents an award of 1,124 performance-based restricted units of the Issuer ("PRSUs")"

PRSUs financial

"Each PRSU represents a contingent right to receive one share of the Issuer's common stock."

A PRSU is a type of employee equity award that turns into actual company shares only if preset performance goals are met over a specified time. Think of it like a prize that only pays out when a team hits agreed targets; investors watch PRSUs because they tie management pay to results, can increase the number of shares outstanding when paid, and therefore affect shareholder value and incentives.

2019 Stock Option and Incentive Plan financial

"pursuant to the Issuer's 2019 Stock Option and Incentive Plan, based upon the Issuer's satisfaction"

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 financial

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

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 04:33 PM

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^*

Albert Benjamin

(Last)

(First)

(Middle)

10897 S. RIVER FRONT PARKWAY

SUITE 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2026		A		1,124⁽¹⁾	A	$0.00	1,459,102	D
Common Stock	05/01/2026		F		310⁽²⁾	D	$1.345	1,458,792	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an award of 1,124 performance-based restricted units of the Issuer ("PRSUs") pursuant to the Issuer's 2019 Stock Option and Incentive Plan, based upon the Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2025, approved by the Issuer's board of directors on April 29, 2026. Each PRSU represents a contingent right to receive one share of the Issuer's common stock.

2. 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	05/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Albert Benjamin reported receiving 1,124 performance-based restricted stock units and a mandated sale of 310 shares to cover tax withholding. These actions reflect routine equity compensation and tax settlement mechanics rather than open‑market buying or selling of Health Catalyst common stock.

How many Health Catalyst (HCAT) shares does the CEO hold after these transactions?

After the reported transactions, CEO Albert Benjamin directly holds 1,458,792 shares of Health Catalyst common stock. This figure incorporates both the new performance-based restricted unit award and the 310-share sell-to-cover tax transaction disclosed in the Form 4 filing.

What is the nature of the 1,124 PRSUs granted to Health Catalyst (HCAT) CEO?

The 1,124 PRSUs are performance-based restricted units granted under Health Catalyst’s 2019 Stock Option and Incentive Plan. They were awarded based on performance for the year ended December 31, 2025, and each PRSU represents a contingent right to receive one common share.

At what price were Health Catalyst (HCAT) shares sold to cover the CEO’s taxes?

The 310 Health Catalyst common shares were sold at $1.345 per share to fund tax withholding obligations linked to vesting restricted stock units. This price and share count come directly from the CEO’s Form 4 insider transaction disclosure.