Health Catalyst (HCAT) Form 4 — Sell-to-Cover of 4,578 Shares Reported

Rhea-AI Filing Summary

Kevin Lee Freeman, Chief Commercial Officer of Health Catalyst, Inc. (HCAT), reported a non-discretionary sale of 4,578 shares of common stock on 09/02/2025 at a price of $3.3627 per share to satisfy tax-withholding obligations tied to the vesting of restricted stock units. The filing lists 375,087 shares beneficially owned by Freeman after the transaction. The disclosure clarifies this was a sell-to-cover transaction required by the issuer's equity plan and was not a voluntary sale by the reporting person.

Insights

Corporate Governance Expert

TL;DR: Routine sell-to-cover for RSU taxes; maintains substantial ownership, no indication of voluntary disposition.

The Form 4 documents a compliance-driven sale to satisfy tax withholding from RSU vesting rather than an active, discretionary trade. From a governance perspective, such transactions are common and typically viewed as neutral on insider signaling because the holder retains a large stake—reported at 375,087 shares—after the cover sale. The filing is correctly documented with transaction code and explanatory remark, indicating appropriate disclosure practice.

Securities Analyst

TL;DR: Small compulsory disposition relative to total holdings; no material change to insider ownership profile.

The reported sale of 4,578 shares at $3.3627 per share represents a modest reduction in holdings and is expressly tied to tax withholding on vested RSUs. Because the transaction is non-discretionary and the reporting person continues to hold 375,087 shares, this Form 4 does not materially alter insider alignment with shareholders nor signal a change in confidence in company prospects based on the disclosed facts alone.

Insider Trade Summary

Net Seller: 4,578 shares

Net Sell 1 txn

Insider Freeman Kevin Lee

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	4,578	$3.3627	$15K

Holdings After Transaction: Common Stock — 375,087 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/04/2025 - 06:34 PM Learn about SEC filing dates

FAQ

What did Kevin Lee Freeman report on Form 4 for HCAT?

He reported a sale of 4,578 shares on 09/02/2025 at $3.3627 per share to cover tax withholding on vested RSUs.

Why were the shares sold according to the filing?

The sale was a mandatory 'sell-to-cover' transaction required by the issuer's equity incentive plan to satisfy tax withholding obligations.

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

375,087 shares are reported as beneficially owned following the reported transaction.

Does the Form 4 indicate a discretionary insider sale?

No. The filing explicitly states the sale was to cover taxes on RSU vesting and not 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

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^*

Freeman Kevin Lee

(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 Commercial 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)		4,578	D	$3.3627	375,087	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.