Form 4: Health Catalyst CFO Sells Shares for Tax Obligations

Health Catalyst's Chief Financial Officer, Jason Alger, sold 26,970 shares of common stock to cover tax withholding obligations related to RSU vesting.

Summary

• Jason Alger, Chief Financial Officer of Health Catalyst, Inc. (HCAT), disposed of 26,970 shares of common stock.
• The transaction occurred on March 2, 2026, at a price of $1.6599 per share.
• This sale was a 'sell to cover' transaction, mandated by the Issuer's equity incentive plans to satisfy tax withholding obligations upon the vesting of Restricted Stock Units (RSUs).
• The transaction was not a discretionary trade by Mr. Alger.
• Following this transaction, Mr. Alger beneficially owns 741,644 shares of common stock directly.
• The filing indicates the 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).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. The transaction is a non-discretionary 'sell to cover' for tax purposes, which is a routine administrative action and does not reflect a change in the insider's investment sentiment or the company's operational performance.

Positives

• The transaction is a non-discretionary 'sell to cover' for tax purposes, which is a routine event and does not reflect a change in management's sentiment towards the company.
• The CFO retains a substantial beneficial ownership of 741,644 shares after the transaction, indicating continued alignment with shareholder interests.

Negatives

• A reduction in the direct beneficial ownership of common stock by a key executive, even if non-discretionary.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is solely an insider transaction report.

Management Comments

• The 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.

Industry Context

StockSavvy.ai notes that 'sell to cover' transactions are a common and standard practice for executives receiving equity compensation, particularly Restricted Stock Units (RSUs). These transactions are typically pre-arranged under Rule 10b5-1 plans and are generally not interpreted by the market as an indicator of an insider's view on the company's future prospects, unlike discretionary open-market sales.

Comparison to Industry Standards

• This 'sell to cover' transaction aligns with standard industry practices for managing tax obligations arising from the vesting of equity awards, such as RSUs, across publicly traded companies.
• Many companies, including peers in the healthcare technology sector, utilize similar mechanisms to facilitate tax compliance for their executives' equity compensation.

Stakeholder Impact

• Shareholders: Minimal direct impact, as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in the executive's confidence or the company's fundamentals.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary 'sell to cover' transaction by the CFO for tax withholding purposes related to RSU vesting. Such transactions are common and do not typically reflect a change in the insider's view of the company's prospects or its underlying value. Therefore, this filing alone does not provide a basis for altering an existing investment thesis, warranting a 'hold' recommendation.

Keywords

Health Catalyst, HCAT, Form 4, Insider Transaction, CFO, Stock Sale, RSU, Tax Withholding, 10b5-1 Plan