Health Catalyst Announces Material Agreement, Officer Changes

TL;DR

Health Catalyst inked a new deal and shuffled execs/directors on Dec 1st.

AI Summary

Health Catalyst, Inc. announced on December 1, 2025, the entry into a material definitive agreement. The company also reported the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for these officers. Additionally, the filing includes a Regulation FD Disclosure and financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including new agreements and changes in leadership, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and changes in officers/directors, which can introduce operational and strategic risks.

Key Players & Entities

• Health Catalyst, Inc. (company) — Registrant
• December 1, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share HCAT The Nasdaq Global Select
• $120,000 — y, in which the amount involved exceeds $120,000 and in which Mr. Arens had or will have

Filing Documents

• hcat-20251201.htm (8-K) — 37KB
• exhibit101letterofagreemen.htm (EX-10.1) — 70KB
• exhibit991-pressreleasefor.htm (EX-99.1) — 13KB
• healthcatalystprimarylogoh.jpg (GRAPHIC) — 6KB
• 0001636422-25-000156.txt ( ) — 303KB
• hcat-20251201.xsd (EX-101.SCH) — 2KB
• hcat-20251201_def.xml (EX-101.DEF) — 15KB
• hcat-20251201_lab.xml (EX-101.LAB) — 27KB
• hcat-20251201_pre.xml (EX-101.PRE) — 16KB
• hcat-20251201_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. In connection with the appointment of Mathew (Matt) Arens to the Board of Directors (the "Board") of Health Catalyst, Inc. (the "Company") as discussed below in Item 5.02 of this Current Report on Form 8-K, on December 1, 2025, the Company, First Light Asset Management, LLC ("First Light") and Mr. Arens entered into a letter agreement, pursuant to which First Light and Mr. Arens have agreed to abide by certain voting and confidentiality commitments that will remain in effect until Mr. Arens ceases to serve as a director on the Board. First Light is the Company's largest stockholder and First Light and Mr. Arens collectively own approximately 13.9 million shares of common stock, or approximately 19% of the Company's outstanding shares of common stock. The disclosure in Item 5.02 of this Current Report on Form 8-K relating to Mr. Arens and his appointment to the Board is incorporated by reference into this Item 1.01. The foregoing summary of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 1, 2025, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Matt Arens to the Board, effective December 1, 2025. Mr. Arens was appointed to fill a newly created vacant Board seat due to the expansion of the Board from eight (8) to nine (9) directors, also effective December 1, 2025. Mr. Arens will serve as a Class I director until the Company's 2026 annual meeting of stockholders, and until his successor is duly elected and qualified, or until his earlier resignation, death, or removal. Mr. Arens has decided to waive any compensati

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 2, 2025, the Company issued a press release announcing the appointment of Mr. Arens as a director and that Mr. Kolb would not stand for re-election at the Company's 2026 annual meeting of stockholders. A copy of this press release is furnished hereto as Exhibit 99.1 and is incorporated by reference. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Letter of Agreement, among Health Catalyst, Inc., First Light Asset Management, LLC and Matt Arens 10.2#* Form of Indemnification Agreement, between Health Catalyst, Inc. and each of its executive officers 10.3#** Non-Employee Director Compensation Policy 99.1*** Press release issued by Health Catalyst, Inc. on December 2 , 2025 104 Cover page Interactive Data File (embedded within the Inline XBRL document) * Incorporated by reference to Exhibit 10.18 to the Form S-1 filed June 27, 2019. ** Incorporated by reference to Exhibit 10.1 to the Form 10-K/A filed April 30, 2025. *** Furnished herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEALTH CATALYST, INC. Date: December 2, 2025 By: /s/ Jason Alger Jason Alger Chief Financial Officer

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View this 8-K filing on SEC EDGAR