Form 4: Health Catalyst GC Sells Shares for Tax Obligations

Health Catalyst's General Counsel, Benjamin Landry, sold 3,138 shares of common stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Benjamin Landry, General Counsel of Health Catalyst, Inc. (HCAT), reported a transaction on September 2, 2025.
• He disposed of 3,138 shares of common stock at a price of $3.3627 per share.
• This sale was a 'sell to cover' transaction, mandated by the company's equity incentive plans to satisfy tax withholding obligations upon the vesting of Restricted Stock Units.
• The transaction was not a discretionary trade by Mr. Landry.
• Following this transaction, Mr. Landry beneficially owns 147,987 shares of common stock.

Sentiment

Score: 5

Explanation: The transaction is a non-discretionary 'sell to cover' to satisfy tax obligations related to RSU vesting, which is a routine administrative event and does not reflect a change in management's sentiment towards the company's prospects. Therefore, the sentiment is neutral.

Positives

• The transaction is a routine, non-discretionary event related to executive compensation, indicating standard operational procedures for equity incentive plans.

Negatives

• The transaction itself does not present any direct negatives for the company's operational performance or outlook, as it is a non-discretionary tax-related sale.

Future Outlook

No future outlook or guidance is provided in this Form 4 filing, as it is a report of an insider transaction.

Management Comments

• Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Issuer's Restricted Stock Units.
• This 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

This insider transaction report reflects a standard practice in executive compensation across various industries, where equity awards like Restricted Stock Units (RSUs) vest, and a portion of the shares are sold to cover tax liabilities. It does not provide insights into broader industry trends.

Comparison to Industry Standards

• The 'sell to cover' mechanism for satisfying tax withholding obligations upon the vesting of Restricted Stock Units is a common and widely accepted practice in executive compensation plans across public companies, including those in the healthcare technology sector. This transaction aligns with typical industry standards for managing equity compensation.

Related Party Transactions

• The transaction involves an officer (Benjamin Landry) and the company's equity, but it is a standard, mandated event under the company's equity incentive plans for tax withholding, not a unique related-party dealing.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary sale for tax purposes, not indicative of a lack of confidence by the insider. It slightly increases the public float.
• Employees: No direct impact beyond the reporting person, as this is a specific executive compensation event.

Key Dates

Recommendation

This Form 4 reports a routine 'sell to cover' transaction by an insider to satisfy tax obligations upon Restricted Stock Unit vesting. Such transactions are administrative and do not reflect a discretionary decision by the insider regarding the company's future prospects. Therefore, this filing alone does not warrant a change in investment recommendation.

Keywords

Health Catalyst, HCAT, Benjamin Landry, General Counsel, Form 4, Insider Transaction, Stock Sale, Restricted Stock Units, Tax Withholding, Equity Incentive Plan