Form 4: Health Catalyst CPO Gains Equity, Covers Taxes

Health Catalyst's Chief People Officer, Linda Llewelyn, reported the acquisition of restricted stock units and performance-based restricted units, alongside a mandatory 'sell to cover' transaction for tax obligations.

Summary

• Linda Llewelyn, Chief People Officer of Health Catalyst, Inc. (HCAT), reported changes in her beneficial ownership.
• On February 25, 2026, she was awarded 191,500 Restricted Stock Units (RSUs) under the 2019 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
• These RSUs will vest in 12 equal quarterly installments beginning on March 1, 2026.
• On the same date, she also received an award of 13,195 performance-based restricted units (PRSUs) for satisfying certain performance criteria for the fiscal year ended December 31, 2025. Each PRSU represents a contingent right to receive one share of the Issuer's common stock.
• On February 26, 2026, 4,471 shares of common stock were disposed of at a price of $1.7478 per share.
• This disposition was a mandatory "sell to cover" transaction to satisfy tax withholding obligations in connection with RSU vesting and was not a discretionary trade by the Reporting Person.
• Following these transactions, Linda Llewelyn beneficially owns 343,487 shares of Health Catalyst common stock directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It represents standard executive compensation activity and a mandatory tax-related stock disposition, neither indicating significant positive nor negative discretionary action by the insider.

Positives

• The Chief People Officer received a significant award of 191,500 Restricted Stock Units (RSUs) and 13,195 Performance-Based Restricted Units (PRSUs), indicating continued alignment of management incentives with shareholder interests.
• The PRSU award suggests the company met certain performance criteria for the fiscal year ended December 31, 2025.

Negatives

• A disposition of 4,471 shares occurred, though it was a non-discretionary "sell to cover" transaction for tax withholding, not a voluntary sale.

Future Outlook

The vesting schedule for the RSUs indicates future equity compensation will be realized over the next three years, aligning the Chief People Officer's long-term incentives with company performance.

Industry Context

StockSavvy.ai notes that equity compensation, particularly through RSUs and PRSUs, is a standard practice in the technology and healthcare sectors to attract, retain, and incentivize key executives. The use of performance-based units ties executive rewards directly to company operational and financial achievements, a common trend aimed at enhancing corporate governance and shareholder value.

Comparison to Industry Standards

• The grant of RSUs and PRSUs to a Chief People Officer is consistent with compensation practices observed in comparable growth-oriented healthcare technology companies such as Veeva Systems (VEEV) or Cerner (now Oracle Health).
• The "sell to cover" mechanism for tax withholding is a standard, non-discretionary practice across most publicly traded companies offering equity compensation, similar to what is seen at companies like Microsoft (MSFT) or Apple (AAPL) when executive stock vests.

Related Party Transactions

• The awards of 191,500 Restricted Stock Units and 13,195 Performance-Based Restricted Units to the Chief People Officer are considered related party transactions as they involve equity compensation from the issuer to an executive officer.

Stakeholder Impact

• Shareholders: The equity awards align the Chief People Officer's interests with shareholders by tying compensation to future company performance and stock value. The "sell to cover" transaction has a minimal dilutive effect.
• Employees: The compensation structure reflects the company's approach to executive incentives, which can influence broader employee compensation strategies.

Next Steps

• The 191,500 RSUs will vest in 12 equal quarterly installments beginning on March 1, 2026.
• The 13,195 PRSUs represent a contingent right to receive shares based on performance criteria for the fiscal year ended December 31, 2025.

Key Dates

Recommendation

The filing details routine equity compensation awards and a mandatory tax-related stock sale by an executive. These transactions are standard and do not indicate a significant change in the company's fundamentals or a discretionary move by the insider that would warrant a 'buy' or 'sell' recommendation. Therefore, a 'hold' recommendation is appropriate as this filing provides no new material information to alter an existing investment thesis.

Keywords

Health Catalyst, HCAT, Linda Llewelyn, Chief People Officer, Restricted Stock Units, RSUs, Performance-Based Restricted Units, PRSUs, Insider Trading, Form 4, Equity Compensation, Stock Award, Sell to Cover