Form 4: Health Catalyst General Counsel Sells Shares to Cover Tax Obligations from RSU Vesting

Health Catalyst, Inc.'s General Counsel, Benjamin Landry, executed a non-discretionary sale of 3,255 shares of common stock to satisfy tax withholding obligations related to the vesting of Restricted Stock Units.

Summary

• Benjamin Landry, General Counsel of Health Catalyst, Inc. (HCAT), reported a transaction on June 2, 2025.
• The transaction involved the disposition of 3,255 shares of Health Catalyst common stock.
• The shares were sold at a price of $3.6348 per share.
• This sale was a 'sell to cover' transaction, mandated by the Issuer's equity incentive plans to fund tax withholding obligations upon the vesting of Restricted Stock Units (RSUs).
• The transaction was not a discretionary trade by Mr. Landry.
• Following this transaction, Benjamin Landry beneficially owns 157,182 shares of Health Catalyst common stock directly.

Sentiment

Score: 5

Explanation: The sentiment is neutral. This is a routine, non-discretionary transaction for tax purposes related to RSU vesting, which is a normal part of executive compensation. It does not reflect a positive or negative discretionary action by the insider or a change in the company's fundamentals.

Positives

• The transaction indicates the vesting of Restricted Stock Units (RSUs) for the General Counsel, which is a routine part of executive compensation and retention.

Negatives

• The sale of shares, while non-discretionary, reduces the insider's direct ownership slightly.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

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 filing is a routine insider transaction report common across all publicly traded companies where executives receive equity compensation that vests over time, leading to tax obligations that are often satisfied through 'sell to cover' mechanisms.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in company fundamentals or insider confidence.
• Employees: The vesting of RSUs is a positive for the employee (Benjamin Landry) as it represents earned compensation.

Key Dates

Keywords

Health Catalyst, HCAT, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Sell to Cover, Tax Withholding, Common Stock, Benjamin Landry, General Counsel