Filing Analysis
Health Catalyst, Inc. held its annual meeting of stockholders on July 16, 2026, reporting results for four proposals including director elections and auditor ratification.
🚩 Red Flags
- Defeat of Proposal 4: Shareholders rejected the move to end the classified board structure, meaning the current staggered board remains in place.
📋 Key Facts
- Annual Meeting held on July 16, 2026.
- Justin Spencer and Mathew Arens were elected to the Class I Board of Directors for three-year terms expiring in 2029.
- Stockholders ratified the appointment of Ernst & Young LLP as independent auditors for fiscal year ending Dec 31, 2026.
- Advisory vote to approve executive compensation was approved.
- Proposal to phase out the classified board structure by amending the Certificate of Incorporation was defeated.
Health Catalyst, Inc. has entered into a Unit Purchase Agreement to sell all equity interests of its Vitalware business to Med-Metrix, LLC for an aggregate base purchase price of $147 million. The transaction is expected to close in the third quarter of 2026, subject to regulatory approvals and other closing conditions.
🚩 Red Flags
- The company is using the proceeds to pay off debt (senior secured term loan), which may indicate a need to deleverage rather than growth-oriented investment.
- Closing is dependent on a high threshold of employee retention (80%), which introduces execution risk.
📋 Key Facts
- Sale of Vitalware, LLC to Med-Metrix, LLC for a base purchase price of $147 million.
- Proceeds are intended to be used, along with cash on hand, to repay and terminate the company's existing senior secured term loan facility.
- Expected closing date is in the third quarter of 2026.
- Closing is contingent upon HSR Act expiration and the acceptance of employment offers by at least 80% of Vitalware Business employees.
- The agreement includes an 'Outside Date' of December 4, 2026, for the transaction to be consummated.
Health Catalyst, Inc. reported its financial results for the first quarter ended March 31, 2026, through a press release furnished with the SEC.
📋 Key Facts
- The report covers the fiscal quarter ended March 31, 2026.
- The press release was issued on May 11, 2026.
- The filing was made under Item 2.02 (Results of Operations and Financial Condition).
- The information is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.
Health Catalyst, Inc. has appointed Steven Nelson, the current President of Aetna and former CEO of UnitedHealthcare, to its Board of Directors effective May 1, 2026. This appointment coincides with a temporary expansion of the board to seven members, which will return to six following the 2026 Annual Meeting as director Matthew Kolb is not standing for re-election.
📋 Key Facts
- Steven Nelson appointed as a Class II director effective May 1, 2026.
- Board size increased from six to seven members to accommodate the appointment.
- Director Matthew Kolb will not stand for re-election at the 2026 Annual Meeting, at which point the board size will return to six.
- Steven Nelson currently serves as EVP and President of Aetna, Inc. (since November 2024).
- Nelson's previous experience includes CEO roles at ChenMed LLC, Duly Health and Care, and UnitedHealthcare (2017-2019).
Health Catalyst announced a 9% global workforce reduction and the elimination of approximately 100 open positions as part of a restructuring initiative called 'Project Nexus.' In connection with this restructuring, Linda Llewelyn will step down as Chief People Officer on June 1, 2026, and transition to a senior advisor role through September 2026.
🚩 Red Flags
- Significant workforce reduction (9%) suggests substantial cost-cutting pressure.
- Elimination of a C-suite role (Chief People Officer) rather than a simple replacement.
- Multiple 8-K items (5.02 and 8.01) filed simultaneously regarding restructuring.
📋 Key Facts
- Board authorized a workforce reduction on April 24, 2026, as part of 'Project Nexus.'
- The reduction affects approximately 9% of the global workforce plus 100 open, budgeted positions.
- Chief People Officer Linda Llewelyn will depart effective June 1, 2026, due to the elimination of her role.
- Ms. Llewelyn will serve as a senior advisor from June 2, 2026, through September 1, 2026.
- The company expects the initiative to result in a 'meaningful reduction' in its cost structure.
Health Catalyst, Inc. finalized a transition agreement with former CEO Daniel Burton following his retirement on February 12, 2026. Mr. Burton will serve as a strategic advisor through December 31, 2026, receiving a monthly salary while forfeiting significant unvested equity awards.
📋 Key Facts
- Transition Agreement signed on March 31, 2026, following Daniel Burton's retirement as CEO on February 12, 2026.
- Burton will serve as a strategic advisor until December 31, 2026.
- Compensation includes an average monthly base salary of $10,000 starting March 1, 2026.
- Burton will forfeit all unvested restricted stock units (RSUs) and performance-based RSUs (PSUs) eligible for vesting after March 2, 2026.
- The agreement includes a general release of claims against the Company.
Health Catalyst, Inc. reported its financial results for the fourth quarter and fiscal year ended December 31, 2025. The disclosure was made via a press release furnished under Item 2.02 of Form 8-K.
📋 Key Facts
- The report date and the date of the earliest event reported is March 12, 2026.
- The filing covers financial results for the quarter and fiscal year ended December 31, 2025.
- The information was furnished under Item 2.02 (Results of Operations and Financial Condition) and is not deemed 'filed' for purposes of Section 18 of the Exchange Act.
- Jason Alger, Chief Financial Officer, signed the filing.
Health Catalyst, Inc. announced a major leadership overhaul involving the immediate replacement of CEO Dan Burton with Ben Albert and a significant restructuring of the Board of Directors. The transition includes multiple director resignations and a planned reduction in board size from ten members down to five.
🚩 Red Flags
- Mass resignation of multiple board members including the Audit Committee members.
- Significant reduction in Board size (from 10 down to 5), which can impact oversight capabilities and governance stability.
- Accelerated vesting of RSUs for departing directors (Smith, Gallagher, Kane) as part of their exit packages.
📋 Key Facts
- Ben Albert appointed as CEO, President, and Class III Director, effective February 12, 2026.
- Dan Burton retired as CEO and resigned from the Board, effective immediately (Feb 12) for his role and Feb 17 for his board seat; he will serve as a strategic advisor.
- Three directors (Dawn Smith, Duncan Gallagher, and John A. Kane) announced resignations effective between February 17 and April 1, 2026.
- The Board size is scheduled to decrease from ten members to five members by the 2026 annual meeting of stockholders.
- Ben Albert's compensation includes a $600,000 salary and significant equity grants (465,000 RSUs and 465,000 PRSUs).
- The company is restructuring its committees (Audit, Compensation, Nominating/Governance) due to the departures.
Health Catalyst, Inc. announced that Chief Commercial Officer Kevin Freeman will step down from his role on February 1, 2026. The company plans to transition him into a senior advisor role via an independent contractor agreement starting February 2, 2026.
🚩 Red Flags
- Departure of a key C-suite officer (Chief Commercial Officer) can signal internal shifts or changes in commercial strategy.
📋 Key Facts
- Kevin Freeman will cease serving as Chief Commercial Officer on February 1, 2026.
- The departure involves a separation agreement under the Company’s Executive Severance Plan in exchange for a general release of claims.
- Mr. Freeman is expected to serve as a senior advisor starting February 2, 2026, via an independent contractor agreement.
- Separation benefits are governed by terms previously disclosed in the company's May 19, 2025, Proxy Statement.
Health Catalyst, Inc. has released preliminary unaudited estimated financial and operational results for the fiscal year ended December 31, 2025. These figures are subject to adjustment pending the completion of annual audit procedures.
🚩 Red Flags
- Preliminary results are unaudited and subject to potential adjustment/restatement upon final audit.
📋 Key Facts
- Company published preliminary unaudited estimated 2025 financial and operational results on January 12, 2026.
- Results are subject to change upon completion of accounting and annual audit procedures.
- The information was furnished pursuant to Item 2.02 but is not considered 'filed' for purposes of Section 18 liability.
Health Catalyst appointed Matt Arens to its Board of Directors, following an expansion of the Board. The appointment is closely tied to First Light Asset Management, LLC, which is the Company's largest stockholder and holds approximately 19% ownership alongside Mr. Arens.
🚩 Red Flags
- Significant concentration of voting/confidentiality control via a letter agreement with the largest stockholder (First Light) and the new director.
- Board expansion driven by a major shareholder's representative.
📋 Key Facts
- Matt Arens appointed to the Board effective December 1, 2025, filling a newly created seat (Board expanded from 8 to 9).
- First Light Asset Management and Matt Arens collectively own ~13.9 million shares (~19% of outstanding common stock).
- A letter agreement was entered into on Dec 1, 2025, involving voting and confidentiality commitments between the Company, First Light, and Mr. Arens.
- Matt Arens will waive all compensation except for out-of-pocket expense reimbursement.
- Matthew Kolb will not stand for re-election at the 2026 annual meeting; Board size to return to eight directors then.
Health Catalyst, Inc. filed an 8-K to furnish its quarterly earnings press release and summary for the third quarter ended September 30, 2025.
📋 Key Facts
- The filing relates to financial results for the quarter ending September 30, 2025.
- The company issued a press release (Exhibit 99.1) and an earnings release summary (Exhibit 99.2).
- Information was furnished under Item 2.02 but is not considered 'filed' for purposes of Section 18 liability.
Health Catalyst announced a leadership transition where Benjamin Albert will become President and COO effective September 16, 2025. This coincides with the departure of current COO Dan LeSueur, who is stepping down without disagreement.
🚩 Red Flags
- Management turnover: Simultaneous departure of the current COO and appointment of a new President/COO.
- Integration risk: The incoming officer is from an recently acquired business unit (Upfront Healthcare Services), suggesting ongoing integration of M&A activities.
📋 Key Facts
- Benjamin Albert to assume role of President and COO on September 16, 2025.
- Albert previously served as CEO of Upfront Healthcare Services (acquired by HCAT in Jan 2025).
- Dan LeSueur will cease serving as COO effective September 15, 2025; departure is not due to disagreement.
- Albert's compensation includes a $475,000 base salary and target bonus of 75% of base.
- Equity incentives for Albert include 467,000 RSUs (vesting over time) and 233,000 PRSUs tied to TSR relative to Russell 3000, EBITDA margin, and revenue growth.
Health Catalyst announced the planned retirement of CEO Dan Burton, effective June 30, 2026. Additionally, the company expanded its Board of Directors with the appointment of Justin Spencer to a newly created seat.
🚩 Red Flags
- CEO retirement creates leadership transition risk, though the long notice period (approx. 10 months) mitigates immediate instability.
📋 Key Facts
- CEO Dan Burton will retire as Chief Executive Officer and principal executive officer on June 30, 2026; he is expected to remain on the Board.
- Justin Spencer appointed to the Board effective September 1, 2025, filling a newly created seat via board expansion (from 7 to 8 directors).
- Mr. Spencer will serve as a Class I director and a member of the Audit Committee.
- Mr. Spencer's compensation includes a $45,000 annual cash retainer, a $10,000 Audit Committee retainer, and an initial RSU award valued at $225,000 vesting over three years.
- The company simultaneously released Q2 2025 financial results (furnished via Exhibit 99.1/99.2).
Health Catalyst, Inc. held its annual meeting of stockholders on July 9, 2025, where shareholders voted on four key proposals including director elections and auditor ratification.
📋 Key Facts
- Annual Meeting held on July 9, 2025.
- Total shares entitled to vote: 69,601,233; Shares present/represented: 53,125,841.
- Duncan Gallagher and Dr. Jill Hoggard Green were elected as Class III directors for three-year terms expiring in 2028.
- Ernst & Young LLP was ratified to perform the audit for the fiscal year ending December 31, 2025.
- Stockholders approved advisory non-binding proposals regarding executive compensation and the declassification of the Board of Directors.
Health Catalyst, Inc. has filed an 8-K to furnish its quarterly earnings press release and summary for the first quarter ended March 31, 2025.
📋 Key Facts
- The filing relates to financial results for the quarter ended March 31, 2025.
- The company issued a press release (Exhibit 99.1) and an earnings release summary (Exhibit 99.2).
- Information was furnished pursuant to Item 2.02 but is not considered 'filed' for purposes of Section 18 liability.
Health Catalyst, Inc. announced its financial results for the fiscal year and quarter ended December 31, 2024, while also reporting the resignation of Board member Anita Pramoda effective March 1, 2025.
🚩 Red Flags
- Accelerated vesting of 20,807 RSUs upon director resignation (though noted as a recognition of service).
📋 Key Facts
- Company released quarterly and annual financial results for the period ending Dec 31, 2024 (Item 2.02).
- Anita Pramoda resigned from the Board, including the compensation and transactions committees, effective March 1, 2025.
- The Board approved accelerating the vesting of 20,807 RSUs for Ms. Pramoda that were originally scheduled to vest in June 2025.
- The company provided 2025 Guidance and Key Themes via exhibits.
Health Catalyst, Inc. has entered into a definitive merger agreement to acquire Upfront Healthcare, Inc. for approximately $86 million in closing consideration plus up to $33.4 million in potential earn-outs.
🚩 Red Flags
- The transaction involves significant equity issuance (approx. 5.75M shares) which may result in dilution for existing shareholders.
- Earn-out provisions introduce uncertainty regarding the total final cost of the acquisition.
📋 Key Facts
- Total Closing Consideration: ~$86 million (net of cash on hand).
- Closing Consideration Structure: ~$41.5 million in cash and ~5,753,814 shares of HCAT common stock.
- Earn-Out Potential: Up to $33.4 million based on performance targets as of December 31, 2026.
- Stock Valuation: Shares valued at a closing reference price of $7.734 (based on 35-day average ending Jan 8, 2025).
- Expected Closing: During the quarter ending March 31, 2025.
- Transaction Structure: Upfront will become a wholly owned subsidiary of Health Catalyst via a two-step merger involving MergerSub I and II.
Health Catalyst announced the acquisition of Intraprise Health, LLC for approximately $43 million, involving both cash and the issuance of ~2.2 million shares of common stock. Additionally, the company appointed Dr. Jill Hoggard Green to its Board of Directors.
🚩 Red Flags
- Related-party disclosure: Dr. Jill Hoggard Green was the CEO of The Queens Health System (QHS), a client that paid the company $9.9 million in the nine months ended Sept 30, 2024.
📋 Key Facts
- Acquisition of Intraprise Health, LLC for an aggregate purchase price of approximately $43 million.
- Consideration includes the issuance of approximately 2,200,490 shares of common stock valued at a reference price of $8.18 per share.
- The acquisition is expected to close by the end of 2024, subject to customary closing conditions.
- Dr. Jill Hoggard Green appointed to the Board effective December 1, 2024, as a Class III director and Compensation Committee member.
- Dr. Hoggard Green's compensation includes a $45,000 annual cash retainer and an initial award of $225,000 in RSUs vesting over three years.
Health Catalyst, Inc. has filed an 8-K to furnish its quarterly financial results for the period ended June 30, 2024. The filing serves as a formal announcement of the Q2 2024 earnings release.
📋 Key Facts
- The company issued a press release regarding financial results for the quarter ended June 30, 2024.
- Filing date is August 7, 2024.
- Exhibits include a press release (99.1) and an earnings release summary (99.2).
Health Catalyst entered into a $225 million credit agreement consisting of a $125 million initial term loan and a $100 million delayed draw facility. The funds are intended to repay existing 2025 convertible notes and fund inorganic growth through acquisitions.
🚩 Red Flags
- High interest rate environment (SOFR + 6.50% margin) indicates significant cost of capital.
- Significant prepayment penalties apply if repaid before July 2028.
- Strict financial covenants including minimum liquidity thresholds and maximum leverage ratios (EBITDA-based starting Q3 2026).
📋 Key Facts
- Entered into Credit Agreement on July 16, 2024, with Silver Point Finance, LLC as Administrative Agent.
- Total facility amount: $225 million ($125M initial term loan; $100M delayed draw facility).
- Initial $125 million term loan was fully funded on the closing date.
- Use of proceeds includes repurchasing/repaying existing convertible notes due in 2025 and working capital.
- Delayed Draw Facility allows for up to $40M (A Loans) by month 6 and $60M (B Loans) by month 18, subject to liquidity and revenue ratio conditions.
- Interest rates: ABR + 5.50% or SOFR + 6.50%.
- Maturity date for all term loans is July 16, 2029.
- Collateral: First priority perfected lien on substantially all present and future assets of the Company and subsidiaries.
Health Catalyst, Inc. held its annual meeting of stockholders on June 13, 2024, reporting the results of three shareholder proposals.
📋 Key Facts
- Annual Meeting held on June 13, 2024.
- Proposal 1: Election of three Class II directors (Daniel Burton, John A. Kane, and Julie Larson-Green) to serve terms expiring in 2027.
- Proposal 2: Ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending Dec 31, 2024.
- Proposal 3: Advisory, non-binding approval of executive compensation (Say-on-Pay).
- Total shares entitled to vote: 59,033,536; Shares present/represented: 49,177,309.
Health Catalyst, Inc. filed an 8-K to furnish its quarterly earnings press release and summary for the first quarter ended March 31, 2024.
📋 Key Facts
- The filing relates to financial results for the quarter ended March 31, 2024.
- The company issued a press release (Exhibit 99.1) and an earnings release summary (Exhibit 99.2).
- Information was furnished under Item 2.02 but is not considered 'filed' for purposes of Section 18 liability.
Health Catalyst announced a significant leadership transition involving the resignation of CFO Bryan Hunt and the appointment of Jason Alger (current CAO) as his successor. The filing also includes the promotion of Daniel LeSueur to COO and the resignation of Director Mark Templeton.
🚩 Red Flags
- Multiple officer departures/changes in a single filing (CFO resignation, CFO appointment, COO promotion, Director resignation).
- Significant cash outflow for executive separation ($247,500 lump sum to outgoing CFO).
📋 Key Facts
- CFO Bryan Hunt resigned effective March 1, 2024; he will serve as a senior advisor until April 1, 2024.
- Bryan Hunt's separation package includes a $247,500 lump sum payment (9 months' salary/COBRA) and accelerated vesting of 61,250 RSUs.
- Jason Alger, currently Chief Accounting Officer, appointed as CFO effective March 1, 2024; his base salary is $350,000.
- Daniel LeSueur promoted to COO effective March 1, 2024; his base salary is $360,000.
- Director Mark Templeton resigned from the Board and all committees effective March 1, 2024.
- The company released its FY2023 financial results and updated 2024 guidance/growth targets via press release.
Health Catalyst, Inc. released a presentation from the J.P. Morgan 2024 Healthcare Conference providing preliminary 2023 financial results and updated guidance for 2024-2025.
🚩 Red Flags
- Dollar-Based Retention Rate (DBRR) for 2023 is expected to be ~100%, which falls below the company's own forecasted range of 102%-110%.
📋 Key Facts
- Preliminary 2023 Q4 and full-year Revenue and Adjusted EBITDA are at or above the midpoint of previous guidance.
- 2023 Dollar-Based Retention Rate (DBRR) is estimated at approximately 100%, missing the forecasted range of 102% to 110%.
- The DBRR miss is attributed to timing delays in larger Tech-Enabled Managed Services (TEMS) expansion opportunities.
- Company anticipates 2024 Adjusted EBITDA of approximately $25 million.
- Company sets a 2025 Adjusted EBITDA margin target of 10% or greater.