Health Catalyst (HCAT) CFO receives major RSU awards, sells shares for taxes

Rhea-AI Filing Summary

Health Catalyst, Inc. Chief Financial Officer Jason Alger reported equity compensation awards and an automatic tax-related share sale. On February 25, 2026, he received 507,500 restricted stock units (RSUs) and 22,222 performance-based RSUs under the company’s 2019 Stock Option and Incentive Plan.

Each RSU and PRSU represents a right to receive one share of common stock, with the RSUs vesting in 12 equal quarterly installments beginning on March 1, 2026 and the PRSUs tied to performance for the fiscal year ended December 31, 2025. On February 26, 2026, 7,522 shares were disposed of at $1.7478 per share solely to cover tax withholding obligations in a mandatory “sell to cover” transaction, which the filing states was not a discretionary trade by Alger. Following these transactions, he held 768,614 shares of common stock directly.

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^*

Alger Jason

(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 Financial Officer

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		507,500(1)	A	$0.00	753,914	D
Common Stock	02/25/2026		A		22,222(2)	A	$0.00	776,136	D
Common Stock	02/26/2026		F(3)		7,522	D	$1.7478	768,614	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, the RSUs will vest in 12 equal quarterly installments beginning on March 1st 2026.

2. Represents an award of 22,222 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.
* 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).
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FAQ

What insider transactions did HCAT CFO Jason Alger report in this Form 4?

Jason Alger reported equity awards and a tax-related share sale. He received 507,500 RSUs and 22,222 performance-based RSUs, then disposed of 7,522 shares in a mandatory “sell to cover” transaction to satisfy tax withholding obligations tied to vesting equity.

How many Health Catalyst (HCAT) RSUs and PRSUs were granted to the CFO?

The CFO received 507,500 restricted stock units and 22,222 performance-based restricted stock units. Each unit represents a contingent right to one share of common stock under Health Catalyst’s 2019 Stock Option and Incentive Plan, subject to time-based and performance-based vesting conditions described in the filing.

When do the newly granted HCAT RSUs to the CFO begin vesting?

The RSUs begin vesting on March 1, 2026. They vest in 12 equal quarterly installments, meaning the award vests gradually over three years, as long as the applicable conditions in the 2019 Stock Option and Incentive Plan continue to be satisfied by the reporting person.

What are the performance conditions for the 22,222 HCAT performance-based RSUs?

The 22,222 performance-based restricted stock units are tied to performance for fiscal year 2025. They were granted based on Health Catalyst’s satisfaction of specified performance criteria for the year ended December 31, 2025, and each unit can convert into one share of common stock if conditions are met.

Was the HCAT CFO’s sale of 7,522 shares a discretionary trade?

The sale of 7,522 shares was not discretionary. The filing explains it was a mandated “sell to cover” transaction required by Health Catalyst’s equity plans to fund tax withholding upon vesting of restricted stock units, rather than a voluntary open-market decision by the CFO.

How many Health Catalyst shares does the CFO own after these Form 4 transactions?

After the reported transactions, Jason Alger directly owned 768,614 shares of Health Catalyst common stock. This total reflects the newly granted awards and the mandatory tax-related sale, as disclosed in the Form 4 ownership column for his direct holdings following the transactions.