Business Context and Reporting Period
Company: Health Catalyst, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 4, 2026
Event: Entry into a Material Definitive Agreement to sell its Vitalware business.
Key Financial Metrics
This filing does not report standard periodic financial metrics such as revenue, profit, cash flow, margins, or total debt levels. The primary financial data point disclosed is related to the transaction:
- Base Purchase Price: $147 million for the sale of Vitalware, LLC equity interests.
- Price Adjustments: Subject to customary adjustments for cash, indebtedness, net working capital, and transaction expenses.
- Planned Use of Proceeds: Repayment and termination of the company's existing senior secured term loan facility, including prepayment premiums.
Material Changes and Transaction Details
Health Catalyst has agreed to sell all equity interests of Vitalware, LLC (the "Vitalware Business") to Med-Metrix, LLC. Key terms include:
- Expected Closing: Third quarter of 2026.
- Conditions Precedent:
- Expiration or termination of the HSR Act waiting period.
- No laws or orders restraining the transaction.
- Acceptance of employment offers by at least 80% of Vitalware employees.
- Accuracy of representations and warranties.
- Stockholder Approval: Not required.
- Outside Date: December 4, 2026 (subject to a three-month automatic extension for regulatory approvals).
Guidance, Outlook, and Risks
Management Commentary: The company intends to use the net proceeds from the sale to eliminate its senior secured term loan facility. The transaction is expected to close in Q3 2026, contingent on the satisfaction of closing conditions.
Risks and Contingencies:
- Transaction Failure: No assurance the transaction will close on the described terms or timing.
- Regulatory Risk: Failure to obtain required regulatory approvals could delay or terminate the deal.
- Employee Retention: Closing is conditional on 80% of Vitalware employees accepting offers from the buyer.
- Forward-Looking Statements: Actual results may differ materially due to factors beyond the company's control, including unanticipated costs or changes in circumstances.
Investor Verification Checklist
- Verify the final purchase price after adjustments for cash, debt, and working capital.
- Confirm the status of the Hart-Scott-Rodino (HSR) antitrust waiting period.
- Monitor the percentage of Vitalware employees accepting employment offers from Med-Metrix, LLC.
- Review the specific terms of the senior secured term loan facility to understand the impact of prepayment premiums on net proceeds.
- Check for any subsequent filings regarding the satisfaction or waiver of closing conditions.