Health Catalyst, Inc. Files Amendment No. 1 to 2025 Annual Report on Form 10-K

Key Highlights for Investors

• Amendment No. 1 Filed: On March 12, 2026, Health Catalyst, Inc. (Nasdaq: HCAT) filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment provides previously omitted disclosures required under Part III of the 10-K, including information on directors, executive officers, executive compensation, security ownership, related party transactions, and principal accounting fees.
• Company Status & Listing: Health Catalyst is listed on the Nasdaq Global Select Market under the symbol HCAT. As of March 5, 2026, the company had 73,580,000 shares of common stock outstanding.
• Market Capitalization: As of June 30, 2025, the public float was approximately \$259 million.
• Accelerated Filer Status: The company is classified as an Accelerated Filer and is not an emerging growth company or a smaller reporting company.
• Strong Filing Compliance: The report confirms that Health Catalyst has filed all required reports with the SEC on time and has submitted all Interactive Data Files as required.
• Corporate Governance: The Board has adopted a code of conduct and insider trading policy, with no waivers granted in fiscal 2025. The company maintains a structured approach to governance including established committees for audit, compensation, and nominations.

Major Shareholder Information and Potential Price Sensitive Details

• Executive Compensation:
  • Compensation Structure: For fiscal 2025, approximately 87% of CEO target compensation and 82% for other named executive officers was “at risk,” based on performance or stock price. RSUs and PRSUs are the main equity instruments, with a strong emphasis on pay-for-performance alignment.
  • No Guaranteed Bonuses or Salary Increases: There are no guaranteed bonuses or automatic salary increases for executives.
  • No Hedging or Pledging Policies: Executives and directors are prohibited from hedging or pledging company securities.
  • Annual Bonus Plan: 100% of the 2025 Bonus Plan target was payable through PRSUs, with a maximum payout capped at 100% based on company performance measures (with a stretch opportunity up to 125% in certain categories, but overall capped at 100%).
  • 2025 Performance Metrics:
    • 40% weighting on “Scale” (New Platform Client ARR+NRR); actual achievement: \$20.0 million (below the target of \$25.0 million).
    • 40% weighting on Adjusted EBITDA; actual achievement: \$41.4 million (above the threshold of \$40 million but below the target of \$45 million).
  • Long-term Incentive Plan (2025-2027):
    • Performance-based RSUs (PRSUs) with a three-year performance period, based on metrics including Total Shareholder Return (TSR), Revenue Growth, and Adjusted EBITDA Margin achievement.
    • TSR is benchmarked relative to the Russell 3000 Index, with 25% weighting. Revenue Growth and Adjusted EBITDA Margin each have 25% and 50% weightings, respectively.
    • For fiscal 2025, revenue growth achieved was 6% (against a 25% target) and Adjusted EBITDA Margin achievement was 13.3% (against a 50% target).
• Governance & Compliance:
  • Audit committee oversight includes selection of the independent auditor, review of risk management policies, and evaluation of internal controls. An independent registered public accounting firm attested to management’s assessment of internal controls under SOX 404(b).
  • Amendment No. 1 includes new certifications from the principal executive and financial officers.
• Section 16(a) Filings: The company mostly complied with timely filings, with only minor late Form 4 filings for four individuals, attributed to administrative errors.

Strategic and Price Sensitive Takeaways for Shareholders

• Performance Shortfalls: The company did not meet certain bonus plan targets (ARR+NRR and Adjusted EBITDA), which may affect management incentive payouts and could signal slower growth or margin expansion than anticipated. This may be viewed negatively by investors expecting stronger outperformance, and could impact share price sentiment.
• Strong Governance and Compliance: The company’s robust governance policies, prohibition of hedging and pledging, and emphasis on long-term value creation through equity compensation are positive for shareholder alignment and risk mitigation.
• No Restatements or Error Corrections: There were no financial restatements or corrections of previously issued statements, indicating financial reporting stability.
• Significant Equity Compensation: The high proportion of compensation tied to performance and equity means that management incentives are closely tied to company success and share price appreciation, which could be a catalyst for sustained performance or, conversely, a risk if targets are not met.

Additional Details

• There are no documents incorporated by reference in this amendment.
• No waivers were granted from the code of conduct in 2025.
• The company is not a shell company and remains compliant with all regulatory requirements.
• No guaranteed perquisites or excessive benefits provided to executives beyond those available to all employees.
• The company’s executive compensation philosophy is built on attracting and retaining top talent, rewarding achievement of challenging business objectives, and closely aligning executive rewards with shareholder value creation.

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