Whetstone targets governance at Health Catalyst (HCAT) with 7.4% stake

Rhea-AI Filing Summary

Whetstone Capital Advisors and David Atterbury have filed a Schedule 13D on Health Catalyst, Inc. They report beneficial ownership of 5,265,377 shares of common stock, or 7.4% of the company, including 1,515,000 shares issuable upon exercise of long call options. The stake was acquired for approximately $15,701,426 of fund capital.

The filing describes an active investment approach. On January 15, 2026, the reporting persons notified Health Catalyst that they intend to submit a shareholder proposal aimed at improving corporate governance at the next annual or special meeting. Proposed changes include immediate declassification of the board, majority voting standards to amend the charter and bylaws, shareholder rights to call special meetings and act by written consent, separation of the CEO and board chair roles, and term limits for directors and members of the nominating and governance committee.

The investors indicate they may continue discussions with management, the board, and other shareholders, and could increase or decrease their position or use derivatives depending on company performance, market conditions, and other investments.

Insights

Corporate governance and activism analyst

Whetstone discloses a 7.4% stake and launches a governance-focused activist campaign at Health Catalyst.

Whetstone Capital Advisors and David Atterbury report beneficial ownership of 5,265,377 Health Catalyst shares, equal to 7.4% of outstanding common stock based on 70,730,884 shares as of November 5, 2025. This includes long options exercisable for 1,515,000 shares until December 18, 2026, acquired for about $15.7M across their funds. Voting and dispositive power are shared, underscoring coordinated control over the position.

The filing moves from passive to clearly activist. On January 15, 2026, the investors informed the company they intend to submit governance resolutions for the next shareholder meeting under SEC Rule 14a-8. Their agenda seeks immediate board declassification, majority voting to amend governing documents, shareholder rights to call special meetings and act by written consent, separation of the CEO and chair roles, and director term limits. These are typical of campaigns aiming to increase board accountability and shareholder influence.

The investors also reserve the right to buy more shares, sell holdings, or engage in hedging, and to discuss broader strategic actions referenced in Item 4’s subsections. Actual impact will depend on how Health Catalyst’s board responds, how other shareholders view the proposed changes when the proxy materials for the next annual or special meeting are circulated, and whether additional actions or proposals emerge over time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Health Catalyst, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

42225T107

(CUSIP Number)

David Atterbury
2001 Shawnee Mission Pkwy,
Mission Woods, KS, 66205
(913) 951-2700

Whetstone Capital Advisors LLC
2001 Shawnee Mission Pkwy,
Mission Woods, KS, 66205
(913) 951-2700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 42225T107

1

Name of reporting person

Whetstone Capital Advisors, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,265,377.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,265,377.00

11

Aggregate amount beneficially owned by each reporting person

5,265,377.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP No. 42225T107

1

Name of reporting person

David Atterbury

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,265,377.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,265,377.00

11

Aggregate amount beneficially owned by each reporting person

5,265,377.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Health Catalyst, Inc.
(c)	Address of Issuer's Principal Executive Offices: 10897 South River Front Parkway, #300, South Jordan, UTAH , 84095.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Whetstone Capital Advisors, LLC ("WCA") and Mr. David Atterbury (together, the "Reporting Persons").
(b)	The principal business addresses of the Reporting Persons are as follows: 2001 Shawnee Mission Pkwy, Mission Woods, KS 66205
(c)	WCA is a Kansas limited liability company and Mr. David Atterbury is the manager of WCA. WCA serves as the investment advisor to certain private investment funds (the "Funds"), which hold Common Stock of the Issuer, and may direct the vote and disposition of the Common Stock held by the Funds. As the manager of WCA, Mr. Atterbury may direct the vote and disposition of the Common Stock held by the Funds
(d)	During the last five years, neither the Reporting Persons (or a controlling entity thereof) nor any executive officer or director of any of the Reporting Persons (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither the Reporting Persons (or a controlling entity thereof) nor any executive officer or director of any of the Reporting Persons (or a controlling entity thereof) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
(f)	See Item 2(c) above for the place of organization of WCA. Mr. Atterbury is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The Common Stock reported herein as being beneficially owned by the Reporting Persons was purchased using working capital of the Funds. An aggregate of approximately $15,701,426 (excluding brokerage commissions) was used to purchase the Common Stock reported as beneficially owned by the Reporting Persons in this Schedule 13D.
Item 4.	Purpose of Transaction
	The Reporting Persons originally acquired the Common Stock reported herein for investment purposes because they believed such shares represented an attractive investment opportunity. The Reporting Persons have had and anticipate having further communications with officers and directors of the Issuer in connection with the Reporting Persons investment in the Issuer. Specifically, on January 15, 2026, the Reporting Persons notified the Company that they intend to submit a proposal to improve corporate governance at the Company for a vote at the next annual or special meeting of shareholders. The proposal comprises various amendments to the Company Certificate of Incorporation and Bylaws. These amendments provide for, among other things, immediate declassification of the Board of Directors (the "Board"), a majority vote to amend the Certificate of Incorporation and Bylaws, the ability of shareholders to call special meetings of shareholders and to approve actions by written consent, a separation of the office of Chief Executive Officer and Chair of the Board of Directors, and term limits for directors and members of the Nominating and Corporate Governance Committee. The Reporting Persons request the Company include the proposal in the proxy statement for the next annual or special meeting of shareholders pursuant to SEC Rule 14a-8. A representative of the Reporting Persons intends to appear in person at that meeting to present the proposal. The proposed Board Resolutions are attached hereto as Exhibit 99.1 and the cover letter to the Board dated January 15, 2026 is attached hereto as Exhibit 99.2. The Reporting Persons may also have conversations with other stockholders or other third parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors and may exchange information with any such persons or the Issuer pursuant to appropriate confidentiality or similar agreements (which may contain customary standstill provisions). The Reporting Persons may at any time reconsider and change their intentions relating to the foregoing. The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss or propose such actions with the Issuer's management and the Board, other stockholders of the Issuer and other third parties, such as those set out above. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and matters referenced above, actions taken by the Issuer's management or Board, price levels of the Common Stock, liquidity requirements and other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other instruments that are based upon or relate to the value of the Common Stock or the Issuer in the open market or otherwise, selling some or all of the securities reported herein, and/or engaging in hedging or similar transactions with respect to the shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the Common Stock beneficially owned by each of the Reporting Persons, which includes 1,515,000 of shares of Common Stock receivable upon exercise of long options held by the Reporting Persons. The percentages reported in this Schedule 13D were calculated based upon the 70,730,884 shares of Common Stock issued and outstanding as of November 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition, which includes 1,515,000 of shares of Common Stock receivable upon exercise of long options held by Reporting Persons..
(c)	The transactions effected by the Reporting Persons in the Common Stock of the Issuer during the past sixty (60) days are set forth in Schedule A. All such transactions were effected in the open market.
(d)	Other than the Funds and the Reporting Persons, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Common Stock.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Persons own 15,150 of long options exercisable for 1,515,000 shares of Common Stock until December 18, 2026 and has sold short 30,300 for Common Stock exercisable until December 18, 2026. Other than as disclosed in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any Reporting Person or between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Bylaw Resolution, dated as of January 17, 2026, proposed by Whetstone Capital Advisors, LLC and Mr. David Atterbury. Exhibit 99.2 - Letter to the Board of Directors of Health Catalyst, Inc., dated as of January 15, 2026, from Whetstone Capital Advisors, LLC and Mr. David Atterbury.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Whetstone Capital Advisors, LLC

Signature:	/s/ David Atterbury
Name/Title:	Manager
Date:	01/20/2026

David Atterbury

Signature:	/s/ David Atterbury
Name/Title:	David Atterbury
Date:	01/20/2026

FAQ

What stake in Health Catalyst (HCAT) did Whetstone Capital disclose in this Schedule 13D?

Whetstone Capital Advisors, LLC and David Atterbury reported beneficial ownership of 5,265,377 shares of Health Catalyst common stock, representing 7.4% of the outstanding shares based on 70,730,884 shares as of November 5, 2025.

How did Whetstone Capital acquire its Health Catalyst (HCAT) position and how much did it pay?

The common stock reported as beneficially owned was purchased using working capital of certain private investment funds advised by Whetstone Capital Advisors. The filing states that approximately $15,701,426 (excluding brokerage commissions) was used to purchase the reported common stock.

What governance changes is Whetstone proposing at Health Catalyst (HCAT)?

On January 15, 2026, the reporting persons notified Health Catalyst that they intend to submit a proposal for the next annual or special shareholder meeting. The proposal seeks immediate declassification of the board, majority vote requirements to amend the certificate of incorporation and bylaws, shareholder rights to call special meetings and act by written consent, separation of the CEO and chair roles, and term limits for directors and members of the nominating and corporate governance committee.

Does Whetstone Capital use derivatives in its Health Catalyst (HCAT) investment?

Yes. The filing states that the reporting persons own 15,150 long options exercisable for 1,515,000 shares of common stock until December 18, 2026, and that they have sold short 30,300 instruments for common stock exercisable until the same date. These option positions are included in the reported beneficial ownership.

What future actions does Whetstone Capital contemplate regarding its Health Catalyst (HCAT) investment?

The reporting persons state they intend to review their investment on an ongoing basis. Depending on factors such as Health Catalyst’s financial position, strategic direction, board and management actions, stock price levels, liquidity needs, and market conditions, they may buy additional common stock or related instruments, sell some or all of their holdings, or engage in hedging or similar transactions, and may consider actions described in subsections (a) through (j) of Item 4.

How much voting and dispositive power does Whetstone report over Health Catalyst (HCAT) shares?

For both Whetstone Capital Advisors, LLC and David Atterbury, the filing reports 0 shares with sole voting or dispositive power and 5,265,377 shares with shared voting and dispositive power. This reflects their role as investment adviser and manager over the funds that hold the shares.