Form 8-K

8-K — Health Catalyst, Inc.

Accession: 0001636422-26-000111

Filed: 2026-09-14

Period: 2026-09-11

CIK: 0001636422

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — hcat-20260911.htm (Primary)

EX-99.1 (exhibit991-pressreleasefor.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

FORM 8-K

__________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2026

__________________________________________________________

HEALTH CATALYST, INC.

(Exact name of registrant as specified in its charter)

________________________________________________________________

Delaware 001-38993 45-3337483

(State or other jurisdiction of

incorporation)

(Commission File Number) (IRS Employer

Identification No.)

10897 South River Front Parkway #300

South Jordan, UT 84095

(Address of principal executive offices, including zip code)

(801) 708-6800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

______________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

______________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange on which registered

Common Stock, par value $0.001 per share HCAT The Nasdaq Global Select Market

________________________________________________________

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointment

On September 11, 2026, Tami Reller was appointed to the Board, following the recommendation of the Nominating and Corporate Governance Committee of the Board (the Nominating Committee), to serve as a Class III director until her successor is duly elected and qualified, or until her earlier resignation, death or removal. Ms. Reller’s appointment to the Board is effective October 1, 2026. Ms. Reller was appointed to fill a newly created vacant Board seat due to the expansion of the current Board from six (6) to seven (7) directors, also effective October 1, 2026. In connection with Ms. Reller’s appointment to the Board and upon the recommendation of the Nominating Committee, the Board appointed Ms. Reller to serve as a member of the Audit Committee of the Board (the Audit Committee) to replace Jill Hoggard Green on such committee, as the chair of the Audit Committee of the Board to replace Justin Spencer (who will remain on the Audit Committee) and a member of the Compensation Committee of the Board to replace Ms. Hoggard Green on such committee, in each case until her successor is duly elected and qualified, or until her earlier resignation, death or removal. Ms. Reller will receive cash and equity compensation pursuant to the Company’s non-employee director compensation policy and will also enter into the Company’s standard form indemnification agreement.

Ms. Reller, age 62, previously served in various leadership roles at Duly Health and Care, an independent physician group, including as President from 2021 to 2022, CEO from 2022 to 2023 and Chair from 2023 to 2024. Prior to Duly Health and Care, Ms. Reller served in various senior executive roles at certain subsidiaries of UnitedHealth Group, Inc., including Executive Vice President and Chief Marketing Experience Officer of UnitedHealthcare and Chief Growth Officer, Chief Financial Officer and Chief Marketing Officer of Optum. Prior to that, Ms. Reller served in several executive roles at Microsoft Corporation, including Executive Vice President of Marketing and Divisional Chief Financial Officer. Ms. Reller has served on the board of directors of SPS Commerce, Inc., a publicly-traded global supply chain network, since May 2016. Ms. Reller currently serves as a director of Fairview Health Services, a non-profit healthcare services network. Ms. Reller holds a B.S. in mathematics from the University of Minnesota, Moorhead and an MBA from St. Mary's College in Moraga, California.

We believe that Ms. Reller is qualified to serve as a member of our board of directors based on her executive leadership experience and her knowledge of the healthcare and technology industries.

There are no arrangements or understandings between Ms. Reller and any person pursuant to which Ms. Reller was appointed as a director on the Board. Ms. Reller is not party to and does not have a direct or indirect material interest in any transaction or proposed transaction in which the Company is or is to be a party for which disclosure would be required under Item 404(a) of Regulation S-K. There are no family relationships between Ms. Reller and any of the Company’s directors or executive officers.

Item 7.01. Regulation FD Disclosure.

On September 14, 2026, the Company issued a press release announcing the appointment of Ms. Reller as a member of the Board. 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

104 Cover page Interactive Data File (embedded within the Inline XBRL document)

10.1#*

Form of Indemnification Agreement, between Health Catalyst, Inc. and each of its executive officers and directors

10.2#**

Non-Employee Director Compensation Policy

99.1***

Press Release for the appointment of Tami Reller to the Board, dated September 14, 2026.

* Incorporated by reference to Exhibit 10.18 on 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.

# Indicates management contract or compensatory plan.

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: September 14, 2026 By: /s/ Jason Alger

Jason Alger

Chief Financial Officer

EX-99.1

Filename: exhibit991-pressreleasefor.htm · Sequence: 2

Document

Exhibit 99.1

Health Catalyst Strengthens Its Board with the Appointment of Tami Reller

Reller Joins Health Catalyst as it Enters Its Next Phase of Growth

SALT LAKE CITY, Utah - September 14, 2026 - Health Catalyst, Inc. (“Health Catalyst”, Nasdaq: HCAT), a healthcare intelligence company designed to accelerate measurable improvement for health systems, today announced that Tami Reller has been appointed to its board of directors (Board), effective October 1, 2026. Reller will serve as audit chair and as a member of its compensation committee, also effective October 1, 2026.

Reller’s appointment follows the naming of Simeon Kohl as Chief Executive Officer and President, effective September 14, 2026. Under Kohl’s leadership, Health Catalyst will continue advancing its highest-conviction technologies, positioning Health Catalyst as an AI-forward healthcare intelligence company built on 18 years of results and $2.8 billion in validated outcomes. Its technology, paired with leading healthcare expertise, helps solve health systems’ hardest problems across cost, clinical, and consumer performance.

"How we build this board reflects where we believe Health Catalyst is headed," said Justin Spencer, Chairman of the Board of Health Catalyst. "Reller has guided public companies through periods of growth, has deep financial expertise, and has spent years operating where healthcare and technology meet, including on the healthcare delivery side. As the company continues to execute a focused strategy and invest in what's ahead, we're energized about this next chapter. Reller brings exactly the experience we need now."

Reller previously served in various leadership roles at Duly Health and Care, leading one of the largest independent physician groups in the U.S., including President from 2021 to 2022, CEO from 2022 to 2023 and executive chair from 2023 to 2024. Reller has spent decades at the intersection of healthcare and technology, with leadership experience in finance, growth, operations, marketing and consumer experience. She previously worked as a senior executive at Microsoft and held multiple leadership roles at various subsidiaries of UnitedHealth Group, including executive vice president and chief marketing and experience officer of UnitedHealthcare and chief growth officer, chief financial officer, and chief marketing officer of Optum.

Reller also brings extensive public-company board experience, having served as a member of the board of directors of SPS Commerce, Inc. (Nasdaq: SPSC) since 2016, including as a member of the audit committee, governance and nominating committee and five years as board chair, and between 2014 and 2022 served as a member of the board of directors of Avalara Inc. until its acquisition (formerly Nasdaq: AVLR), including service as a member of Avalara’s audit committee and compensation committee. She has also served on non-profit boards, including the Seattle Children’s Hospital Foundation, where she also served as Treasurer, and Fairview Health Services, a Minnesota-based nonprofit health system.

"I've spent my career on both sides of the technology and healthcare equation, including time on the healthcare delivery side, and I know what it takes to make technology truly deliver for a health system," said Reller. "Health Catalyst has the data, the proven results, and the focus — and from where I've sat on the health system side, I believe this is the moment for that experience to have great impact. That's why I wanted to join, and I'm eager to help the company deliver that impact."

About Health Catalyst

Health Catalyst, Inc. (Nasdaq: HCAT) is a healthcare intelligence company designed to accelerate measurable improvement for health systems across cost, clinical, and consumer performance. Backed by deep domain expertise, proprietary AI-driven technology, and $2.8 billion in documented outcomes, Health Catalyst helps health systems move from data to confident, measurable action.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the impact of Reller’s appointment as a member of the Board, and future performance and opportunities of Health Catalyst. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.

Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) changes in laws and regulations applicable to our business model; (ii) changes in market or industry conditions, regulatory environment, and receptivity to our technology and services; (iii) results of litigation or a security incident; (iv) the loss of one or more key clients or partners, clients reducing or eliminating their spend with us, client churn or down-selling in connection with the migration to Ignite or otherwise; (v) fluctuations in our project-based, non-recurring revenue; (vi) macroeconomic challenges (including high inflationary and/or high interest rate environments, tariffs, or market volatility and measures taken in response thereto), natural disasters or any new public health crises, and regional or global conflicts (including in the Middle East); (vii) the divestiture of Vitalware may not achieve some or all of the expected benefits and may adversely affect our business; and (viii) changes to our abilities to recruit and retain qualified team members. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our reports filed with the Securities Exchange Commission (SEC), including, but not limited to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, filed with the SEC on August 6, 2026, and the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026 and amended on April 30, 2026. All information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update or revise this information unless required by law.

Health Catalyst Investor Relations Contact

Stephanie St. Clair

Finance and Investor Relations, SVP

+1 (855)-309-6800

ir@healthcatalyst.com

Health Catalyst Media Contact

Kay Blazar

VP, PR

SVM PR & Marketing

Healthcatalyst@SVMPR.com

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