Form 4: Health Catalyst GC Landry Boosts Equity Holdings

Health Catalyst General Counsel Benjamin Landry reported significant equity awards, including restricted stock units and performance-based units, alongside a tax-related 'sell to cover' transaction.

Summary

• Benjamin Landry, General Counsel of Health Catalyst, Inc. (HCAT), reported changes in his beneficial ownership of common stock.
• On February 25, 2026, Landry was awarded 289,000 Restricted Stock Units (RSUs) under the Issuer's 2019 Stock Option and Incentive Plan. These RSUs will vest in 12 equal quarterly installments beginning on March 1, 2026.
• On the same date, he was also awarded 16,473 performance-based restricted units (PRSUs) under the 2019 Plan, contingent upon the Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2025.
• On February 26, 2026, Landry disposed of 6,317 shares of common stock at a price of $1.7478 per share. This disposition was a mandatory 'sell to cover' transaction to satisfy tax withholding obligations related to RSU vesting and was not a discretionary trade.
• Following these transactions, Landry's direct beneficial ownership stands at 399,156 shares of common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting routine executive compensation and incentive alignment through equity grants, with the 'sell to cover' being a standard, non-discretionary tax event.

Positives

• Grant of 289,000 Restricted Stock Units (RSUs) to General Counsel Benjamin Landry, aligning management incentives with shareholder interests.
• Award of 16,473 performance-based restricted units (PRSUs) to Benjamin Landry, tied to the company's achievement of specific performance criteria for fiscal year 2025.

Negatives

• Disposition of 6,317 shares of common stock at $1.7478 per share to cover tax withholding obligations, which reduces the reporting person's direct share count.

Future Outlook

The RSUs granted will vest in 12 equal quarterly installments beginning on March 1, 2026. The PRSUs are contingent on the Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2025.

Industry Context

StockSavvy.ai notes that equity awards like RSUs and PRSUs are standard compensation practices in the technology and healthcare IT sectors, aiming to align executive incentives with long-term company performance and shareholder value. The 'sell to cover' transaction is a common mechanism for executives to manage tax liabilities associated with vesting equity.

Comparison to Industry Standards

• The grant of RSUs and PRSUs is consistent with common executive compensation practices in the U.S. technology and healthcare sectors, where equity forms a significant portion of total compensation.
• The vesting schedule of 12 equal quarterly installments over three years for RSUs is a typical long-term incentive structure, comparable to plans at companies like Cerner (now Oracle Health) or Epic Systems (private, but similar structures are common in the industry).
• The use of performance-based units (PRSUs) tied to fiscal year performance is also a standard practice, seen in companies such as Veeva Systems or IQVIA, which link executive payouts to specific financial or operational targets.
• The 'sell to cover' mechanism for tax withholding is a widely adopted method across public companies, including peers like Allscripts or NextGen Healthcare, to manage statutory tax obligations upon equity vesting without requiring cash outlays from the executive.

Related Party Transactions

• The transactions involve an executive (Benjamin Landry) and the company's equity incentive plan (2019 Plan), which is a common related-party transaction in the context of executive compensation.

Stakeholder Impact

• Shareholders: The equity grants align the General Counsel's interests with long-term shareholder value. The 'sell to cover' transaction has a minimal dilutive effect but is a standard part of equity compensation.
• Employees: The 2019 Plan provides a framework for equity incentives, potentially impacting other employees as well.

Next Steps

• RSUs will begin vesting in 12 equal quarterly installments starting March 1, 2026.
• The PRSUs are contingent on the Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2025.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation through equity grants and a mandatory tax-related stock sale. It does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment thesis. The transactions are expected and part of a pre-scheduled plan, thus maintaining a 'hold' recommendation is appropriate as there's no immediate catalyst for significant price movement based solely on this filing.

Keywords

Health Catalyst, HCAT, Benjamin Landry, Form 4, Insider Trading, Restricted Stock Units, Performance-Based Restricted Units, Equity Award, Stock Option Plan, Sell to Cover, Corporate Governance