Health Catalyst (HCAT) General Counsel sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Health Catalyst, Inc.’s General Counsel, Benjamin Landry, reported a mandated share sale tied to tax withholding. On June 1, 2026, 13,779 shares of common stock were disposed of at $1.3702 per share to cover tax obligations arising from the vesting of restricted stock units under the company’s equity incentive plans.

The footnote explains this was a required “sell to cover” transaction, not a discretionary trade. Following the tax-withholding sale, Landry directly holds 364,539 shares of Health Catalyst common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Landry Benjamin

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	13,779	$1.3702	$19K

Holdings After Transaction: Common Stock — 364,539 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withholding shares disposed: 13,779 shares Disposition price: $1.3702 per share Shares held after transaction: 364,539 shares

3 metrics

Tax-withholding shares disposed 13,779 shares Common Stock, tax-withholding disposition on June 1, 2026

Disposition price $1.3702 per share Price per share for tax-withholding sale

Shares held after transaction 364,539 shares Direct common stock holdings after June 1, 2026 transaction

Key Terms

Restricted Stock Units, sell to cover, equity incentive plans

3 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 financial

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

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.

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans"

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.

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Form 4 Insider Transactions: What Each Field Means →

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)
06/01/2026

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	06/01/2026		F		13,779(1)	D	$1.3702	364,539	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	06/03/2026
	** 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)

FAQ

What insider transaction did Health Catalyst (HCAT) report for Benjamin Landry?

Benjamin Landry reported a mandatory tax-related share sale. He disposed of 13,779 Health Catalyst common shares to satisfy tax withholding obligations triggered by vesting restricted stock units under the company’s equity incentive plans, rather than executing a discretionary open-market trade.

How many Health Catalyst (HCAT) shares did Benjamin Landry sell and at what price?

Benjamin Landry disposed of 13,779 shares at $1.3702 per share. The transaction was structured as a “sell to cover” event, where shares are sold automatically to fund tax withholding obligations related to equity awards, rather than a voluntary market sale.

Why was Benjamin Landry’s Health Catalyst (HCAT) share sale non-discretionary?

The sale was mandated to cover tax withholding on RSU vesting. The company’s equity incentive plans require tax obligations from restricted stock unit vesting to be funded through an automatic “sell to cover” transaction, so Landry did not choose the timing or amount as a discretionary trade.

How many Health Catalyst (HCAT) shares does Benjamin Landry hold after the transaction?

After the transaction, Benjamin Landry directly holds 364,539 shares. This figure reflects his remaining common stock position with Health Catalyst following the 13,779-share tax-withholding disposition executed on June 1, 2026.

What does a Form 4 tax-withholding disposition mean for Health Catalyst (HCAT) investors?

A tax-withholding disposition is generally a routine administrative event. In this case, shares were sold automatically to satisfy tax obligations from restricted stock unit vesting, rather than signaling a discretionary decision by the insider to buy or sell based on market views.