Form 8-K

8-K — Health Catalyst, Inc.

Accession: 0001636422-26-000064

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001636422

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hcat-20260511.htm (Primary)

EX-99.1 (a2026q1ex991-earningspress.htm)

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8-K

8-K (Primary)

Filename: hcat-20260511.htm · Sequence: 1

hcat-20260511

FALSE000163642200016364222025-05-112025-05-11

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): May 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 2.02. Results of Operations and Financial Condition.

On May 11, 2026, Health Catalyst, Inc. (the “Company”) issued a press release relating to its financial results for the quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1*

Health Catalyst, Inc. press release for quarterly financial results, dated May 11, 2026

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

* 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: May 11, 2026

By: /s/ Jason Alger

Jason Alger

Chief Financial Officer

EX-99.1

Filename: a2026q1ex991-earningspress.htm · Sequence: 2

Document

Exhibit 99.1

Health Catalyst Reports First Quarter 2026 Results

SALT LAKE CITY, UT, May 11, 2026 — Health Catalyst, Inc. (“Health Catalyst,” Nasdaq: HCAT), a healthcare intelligence company designed to accelerate measurable improvement for health systems, today reported financial results for the quarter ended March 31, 2026.

“We delivered solid first quarter results, with revenue and adjusted EBITDA exceeding expectations,” said Ben Albert, Chief Executive Officer of Health Catalyst. “More importantly, this quarter we took the first decisive step toward transforming our operating model and aligning the company around its highest-conviction technology opportunities. This is not a short-term cost exercise. It is a strategic reset designed to build a more focused, durable Health Catalyst capable of meeting the opportunity in front of us. I am confident in the leadership team and board we have assembled to build the intelligence-driven technology company healthcare needs.”

Financial Highlights for the Three Months Ended March 31, 2026

Key Financial Measures

Three Months Ended March 31, Year over Year Change

2026 2025

GAAP Financial Measures:

(in thousands, except percentages, unaudited)

Total revenue $ 70,756 $ 79,413 (11)%

Gross profit

$ 27,726 $ 28,659 (3)%

Gross margin

39 % 36 %

Net loss $ (111,026) $ (23,742) (368)%

Non-GAAP Financial Measures:(1)

Adjusted Gross Profit

$ 36,439 $ 39,048 (7)%

Adjusted Gross Margin

51 % 49 %

Adjusted EBITDA $ 9,137 $ 6,279 46%

________________________

(1) These measures are not calculated in accordance with generally accepted accounting principles in the United States (GAAP). See the accompanying "Non-GAAP Financial Measures" section below for more information about these financial measures, including the limitations of such measures, and for a reconciliation of each measure to the most directly comparable measure calculated in accordance with GAAP.

Financial Outlook

Health Catalyst provides forward-looking guidance on total revenue, a GAAP measure, and Adjusted EBITDA, a non-GAAP measure.

For the second quarter of 2026, we expect:

•Total revenue of $68 million to $70 million, and

•Adjusted EBITDA of $9 million to $10 million.

For the full year of 2026, we expect:

•Total revenue of $260 million to $265 million, and

•Adjusted EBITDA of $30 million to $33 million.

We have not provided forward-looking guidance for net loss, the most directly comparable GAAP measure to Adjusted EBITDA, and therefore have not reconciled guidance for Adjusted EBITDA to net loss, because there are items that may impact net loss, including stock-based compensation, that are not within our control or cannot be reasonably forecasted.

Quarterly Conference Call Details

We will host a conference call to review the results today, Wednesday, May 11, 2026, at 5:00 p.m. E.T. The conference call can be accessed by dialing (800) 343-5172 for U.S. participants, or (203) 518-9856 for international participants, and referencing conference ID “HCATQ126.” A live audio webcast will be available online at https://ir.healthcatalyst.com/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

About Health Catalyst

Health Catalyst, Inc. (Nasdaq: HCAT) is a healthcare intelligence company that accelerates 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.

Available Information

Our investors and others should note that we announce material information to the public about our company, products and services, and other matters related to our company through a variety of means, including our website (https://www.healthcatalyst.com/), our investor relations website (https://ir.healthcatalyst.com/), press releases, SEC filings, public conference calls, and social media, including our (https://www.linkedin.com/company/healthcatalyst) and our CEO’s social media accounts such as LinkedIn (https://www.linkedin.com/in/ben-albert-0a763b1/), in order to achieve broad, non-exclusionary distribution of information to the public and to comply with our disclosure obligations under Regulation FD.

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. These forward-looking statements include statements regarding our future growth, our growth strategies, our strategic priorities, our DOS to Ignite migration expectations, and our financial outlook for the second quarter and full year 2026. 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); and (vii) 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 SEC reports, including, but not limited to the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, expected to be filed with the SEC on or about May 11, 2026, and the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 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.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data, unaudited)

As of

March 31, As of

December 31,

2026 2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents $ 59,864 $ 50,814

Short-term investments 48,959 44,918

Accounts receivable, net 59,146 59,128

Prepaid expenses and other assets 14,343 14,447

Total current assets 182,312 169,307

Property and equipment, net 34,935 33,838

Intangible assets, net 69,332 77,678

Operating lease right-of-use assets 6,255 6,640

Goodwill 113,251 209,073

Other assets 6,117 6,107

Total assets $ 412,202 $ 502,643

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable $ 11,694 $ 9,363

Accrued liabilities 20,825 18,697

Deferred revenue 69,736 56,107

Operating lease liabilities 3,731 3,779

Current portion of long-term debt 1,627 1,627

Total current liabilities 107,613 89,573

Long-term debt, net of current portion 151,738 151,624

Deferred revenue, net of current portion 227 410

Operating lease liabilities, net of current portion 13,482 14,208

Contingent consideration liabilities, net of current portion 156 250

Other liabilities 841 798

Total liabilities 274,057 256,863

Stockholders’ equity:

Preferred stock, $0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding as of March 31, 2026 and December 31, 2025

— —

Common stock, $0.001 par value per share, and additional paid-in capital; 500,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 73,748,666 and 72,027,332 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

1,612,808 1,608,840

Accumulated deficit (1,475,672) (1,364,646)

Accumulated other comprehensive income

1,009 1,586

Total stockholders’ equity 138,145 245,780

Total liabilities and stockholders’ equity

$ 412,202 $ 502,643

Condensed Consolidated Statements of Operations

(in thousands, except per share data, unaudited)

Three Months Ended March 31,

2026 2025

Revenue:

Technology $ 49,468 $ 51,482

Professional services 21,288 27,931

Total revenue 70,756 79,413

Cost of revenue, excluding depreciation and amortization:

Technology(1)(2)(3)

17,283 17,565

Professional services(1)(2)(3)

18,010 25,613

Total cost of revenue, excluding depreciation and amortization 35,293 43,178

Operating expenses:

Sales and marketing(1)(2)(3)

10,585 14,738

Research and development(1)(2)(3)

9,779 15,186

General and administrative(1)(2)(3)

13,960 14,162

Depreciation and amortization 12,115 12,320

Impairment of goodwill

95,501 —

Total operating expenses 141,940 56,406

Loss from operations (106,477) (20,171)

Interest and other expense, net

(4,135) (3,356)

Loss before income taxes (110,612) (23,527)

Income tax provision (414) (215)

Net loss $ (111,026) $ (23,742)

Net loss per share, basic and diluted

$ (1.53) $ (0.35)

Weighted-average shares outstanding used in calculating net loss per share, basic and diluted

72,593 68,552

_______________

(1)Includes stock-based compensation expense as follows:

Three Months Ended March 31,

2026 2025

Stock-Based Compensation Expense: (in thousands)

Cost of revenue, excluding depreciation and amortization:

Technology $ 118 $ 219

Professional services 549 1,002

Sales and marketing 796 2,162

Research and development 590 1,133

General and administrative 1,717 3,027

Total $ 3,770 $ 7,543

(2) Includes acquisition-related costs, net, as follows:

Three Months Ended March 31,

2026 2025

Acquisition-related costs, net: (in thousands)

Cost of revenue, excluding depreciation and amortization:

Technology $ 1 $ 74

Professional services 6 120

Sales and marketing 3 498

Research and development 6 167

General and administrative 2,421 2,170

Total $ 2,437 $ 3,029

(3) Includes restructuring costs as follows:

Three Months Ended March 31,

2026 2025

Restructuring costs: (in thousands)

Cost of revenue, excluding depreciation and amortization:

Technology $ — $ 401

Professional services 302 997

Sales and marketing 109 352

Research and development 100 1,672

General and administrative 1,280 136

Total $ 1,791 $ 3,558

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities

Net loss $ (111,026) $ (23,742)

Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation expense 3,770 7,543

Depreciation and amortization 12,115 12,320

Non-cash operating lease expense 625 735

Amortization of debt discount, issuance costs, and deferred financing costs 633 1,208

Investment discount and premium accretion (227) (914)

Provision for expected credit losses 555 810

Deferred tax provision 44 67

Impairment of goodwill

95,501 —

Other 229 (292)

Change in operating assets and liabilities:

Accounts receivable, net (591) (6,067)

Prepaid expenses and other assets (33) 764

Accounts payable, accrued liabilities, and other liabilities 4,407 (7,196)

Deferred revenue 13,452 15,988

Operating lease liabilities (943) (944)

Net cash provided by operating activities 18,511 280

Cash flows from investing activities

Proceeds from the sale and maturity of short-term investments 21,000 143,208

Purchase of short-term investments (24,915) —

Acquisition of businesses, net of cash acquired — (41,122)

Capitalization of internal-use software (4,604) (4,661)

Purchase of property and equipment

(338) (670)

Purchase of intangibles

(553) —

Proceeds from the sale of property and equipment 4 7

Net cash (used in) provided by investing activities (9,406) 96,762

Cash flows from financing activities

Proceeds from employee stock purchase plan 403 695

Repurchase of common stock — (5,000)

Repayment of debt (407) (407)

Net cash used in financing activities (4) (4,712)

Effect of exchange rate changes on cash and cash equivalents (51) (7)

Net increase in cash and cash equivalents 9,050 92,323

Cash and cash equivalents at beginning of period 50,814 249,645

Cash and cash equivalents at end of period $ 59,864 $ 341,968

Non-GAAP Financial Measures

To supplement our financial information presented in accordance with GAAP, we believe certain non-GAAP financial measures, including Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted Cost of Revenue, Adjusted Operating Expenses, Adjusted Net Income, and Adjusted Net Income per share, basic and diluted, are useful in evaluating our operating performance. For example, we exclude stock-based compensation expense because it is non-cash in nature and excluding this expense provides meaningful supplemental information regarding our operational performance and allows investors the ability to make more meaningful comparisons between our operating results and those of other companies. We use this non-GAAP financial information to evaluate our ongoing operations, as a component in determining employee bonus compensation, and for internal planning and forecasting purposes.

We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Adjusted Gross Profit and Adjusted Gross Margin

Gross profit is a GAAP financial measure that is calculated as revenue less cost of revenue, including depreciation and amortization of capitalized software development costs and acquired technology. We calculate gross margin as gross profit divided by our revenue. Adjusted Gross Profit is a non-GAAP financial measure that we define as gross profit, adjusted for (i) depreciation and amortization, (ii) stock-based compensation, (iii) acquisition-related costs, net, and (iv) restructuring costs, as applicable. We define Adjusted Gross Margin as our Adjusted Gross Profit divided by our revenue. We believe Adjusted Gross Profit and Adjusted Gross Margin are useful to investors as they eliminate the impact of certain non-cash expenses and allow a direct comparison of these measures between periods without the impact of non-cash expenses and certain other non-recurring operating expenses.

We present both of these measures for our technology and professional services business. We believe these non-GAAP financial measures are useful in evaluating our operating performance compared to that of other companies in our industry, as these metrics generally eliminate the effects of certain items that may vary from company to company for reasons unrelated to overall profitability.

The following is a reconciliation of our Adjusted Gross Profit and Adjusted Gross Margin, in total and for technology and professional services, to gross profit and gross margin, the most directly comparable financial measures calculated in accordance with GAAP for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31, 2026

(in thousands, except percentages)

Technology Professional Services Total

Revenue $ 49,468 $ 21,288 $ 70,756

Cost of revenue, excluding depreciation and amortization (17,283) (18,010) (35,293)

Amortization of intangible assets, cost of revenue (4,190) — (4,190)

Depreciation of property and equipment, cost of revenue (3,547) — (3,547)

Gross profit

24,448 3,278 27,726

Gross margin

49 % 15 % 39 %

Add:

Amortization of intangible assets, cost of revenue

4,190 — 4,190

Depreciation of property and equipment, cost of revenue

3,547 — 3,547

Stock-based compensation 118 549 667

Acquisition-related costs, net(1)

1 6 7

Restructuring costs(2)

— 302 302

Adjusted Gross Profit $ 32,304 $ 4,135 $ 36,439

Adjusted Gross Margin 65 % 19 % 51 %

___________________

(1)Acquisition-related costs, net include deferred retention expenses attributable to the KPI Ninja acquisition. For additional details refer to Notes 1 and 2 in our condensed consolidated financial statements.

(2)Restructuring costs include severance and other team member costs from workforce reductions. For additional details, refer to Note 19 in our condensed consolidated financial statements.

Three Months Ended March 31, 2025

(in thousands, except percentages)

Technology Professional Services Total

Revenue $ 51,482 $ 27,931 $ 79,413

Cost of revenue, excluding depreciation and amortization (17,565) (25,613) (43,178)

Amortization of intangible assets, cost of revenue (4,596) — (4,596)

Depreciation of property and equipment, cost of revenue (2,980) — (2,980)

Gross profit 26,341 2,318 28,659

Gross margin 51 % 8 % 36 %

Add:

Amortization of intangible assets, cost of revenue 4,596 — 4,596

Depreciation of property and equipment, cost of revenue 2,980 — 2,980

Stock-based compensation 219 1,002 1,221

Acquisition-related costs, net(1)

74 120 194

Restructuring costs(2)

401 997 1,398

Adjusted Gross Profit $ 34,611 $ 4,437 $ 39,048

Adjusted Gross Margin 67 % 16 % 49 %

___________________

(1)Acquisition-related costs, net include deferred retention expenses attributable to the Upfront, Intraprise, ARMUS and KPI Ninja acquisitions. For additional details refer to Notes 1 and 2 in our condensed consolidated financial statements.

(2)Restructuring costs include severance and other team member costs from workforce reductions. For additional details, refer to Note 19 in our condensed consolidated financial statements.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we define as net loss adjusted for (i) interest and other expense, net, (ii) income tax provision, (iii) depreciation and amortization, (iv) stock-based compensation, (v) acquisition-related costs, net, including the change in fair value of contingent consideration liabilities for potential earn-out payments, (vi) restructuring costs, (vii) impairment of goodwill, and (viii) non-recurring lease-related charges, as applicable. We view acquisition-related expenses when applicable, such as transaction costs (including third-party fees associated with due diligence, deferred retention expenses, post-acquisition restructuring costs incurred as part of business combinations) and changes in the fair value of contingent consideration liabilities that are directly related to business combinations, as costs that are unpredictable, dependent upon factors outside of our control, and are not necessarily reflective of operational performance during a period. We believe that excluding restructuring costs, impairment of goodwill and intangible assets, and non-recurring lease-related charges, as applicable, allows for more meaningful comparisons between operating results from period to period as these are separate from the core activities that arise in the ordinary course of our business and are not part of our ongoing operations. We believe Adjusted EBITDA provides investors with useful information on period-to-period performance as evaluated by management and a comparison with our past financial performance, and is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. The following is a reconciliation of our Adjusted EBITDA to net loss, the most directly comparable financial measure calculated in accordance with GAAP, for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31,

2026 2025

(in thousands)

Net loss $ (111,026) $ (23,742)

Add:

Interest and other expense, net

4,135 3,356

Income tax provision 414 215

Depreciation and amortization 12,115 12,320

Stock-based compensation 3,770 7,543

Acquisition-related costs, net(1)

2,437 3,029

Restructuring costs(2)

1,791 3,558

Impairment of goodwill(3)

95,501 —

Adjusted EBITDA $ 9,137 $ 6,279

__________________

(1)Acquisition-related costs, net include third-party fees associated with due diligence, deferred retention expenses, post-acquisition restructuring costs incurred as part of business combinations, and changes in fair value of contingent consideration liabilities for potential earn-out payments. For additional details refer to Notes 1, 2 and 7 in our condensed consolidated financial statements.

(2)Restructuring costs include severance and other team member costs from workforce reductions, as well as legal and advisory fees related to shareholder activism defense costs regarding our former CEO’s retirement and transition in the first quarter of 2026 and significant board of director refreshment that are non-recurring and outside the ordinary course of our business. For additional details, refer to Note 19 in our condensed consolidated financial statements.

(3)Impairment of goodwill was recognized as a result of impairment indicators and quantitative tests indicating the fair value of the Technology reporting unit was below the carrying value as of March 31, 2026. For additional details, refer to Note 4 in our condensed consolidated financial statements.

Adjusted Cost of Revenue

Adjusted Cost of Revenue is a non-GAAP financial measure that we define as cost of revenue adjusted for (i) depreciation and amortization, (ii) stock-based compensation, (iii) acquisition-related costs, net, and (iv) restructuring costs, as applicable. We view these adjustments to allow for more meaningful comparisons between operating results from period-to-period as these are separate from the core activities that arise in the ordinary course of our business. Adjusted Cost of Revenue is also computable by subtracting Adjusted Gross Profit from revenue. We believe Adjusted Cost of Revenue provides investors with useful information on period-to-period performance as evaluated by management and a comparison with our past financial performance, and is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. The following is a reconciliation of Adjusted Cost of Revenue to our cost of revenue, the most directly comparable financial measure calculated in accordance with GAAP, for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31,

2026 2025

(in thousands)

Cost of revenue, excluding depreciation and amortization

$ 35,293 $ 43,178

Add:

Amortization of intangible assets, cost of revenue 4,190 4,596

Depreciation of property and equipment, cost of revenue 3,547 2,980

Cost of revenue

43,030 50,754

Less:

Amortization of intangible assets, cost of revenue (4,190) (4,596)

Depreciation of property and equipment, cost of revenue (3,547) (2,980)

Stock-based compensation (667) (1,221)

Acquisition-related costs, net(1)

(7) (194)

Restructuring costs(2)

(302) (1,398)

Adjusted Cost of Revenue

$ 34,317 $ 40,365

__________________

(1)Acquisition-related costs, net include deferred retention expenses incurred as part of business combinations.

(2)Restructuring costs include severance and other team member costs from workforce reductions. For additional details, refer to Note 19 in our condensed consolidated financial statements.

Adjusted Operating Expenses

Adjusted Operating Expenses is a non-GAAP financial measure that we define as total operating expenses adjusted for (i) depreciation and amortization, (ii) stock-based compensation, (iii) acquisition-related costs, net, including the change in fair value of contingent consideration liabilities for potential earn-out payments, (iv) impairment of goodwill, and (v) restructuring costs, as applicable. We view these adjustments to allow for more meaningful comparisons between operating results from period-to-period as these are separate from the core activities that arise in the ordinary course of our business. We believe Adjusted Operating Expenses provides investors with useful information on period-to-period performance as evaluated by management and a comparison with our past financial performance, and is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. The following is a reconciliation of Adjusted Operating Expenses to our total operating expenses, the most directly comparable financial measure calculated in accordance with GAAP, as well as a calculation of total operating expenses and Adjusted Operating Expenses as a percentage of total revenue, for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31,

2026 2025

(in thousands)

Total operating expenses $ 141,940 $ 56,406

Less:

Depreciation and amortization

(12,115) (12,320)

Stock-based compensation (3,103) (6,322)

Acquisition-related costs, net(1)

(2,430) (2,835)

Impairment of goodwill(2)

(95,501) —

Restructuring costs(3)

(1,489) (2,160)

Adjusted Operating Expenses $ 27,302 $ 32,769

Total operating expenses as a % of revenue

201 % 71 %

Adjusted Operating Expenses as a % of revenue

39 % 41 %

__________________

(2)Impairment of goodwill was recognized as a result of impairment indicators and quantitative tests indicating the fair values of the Technology reporting unit was below the carrying values as of March 31, 2026. For additional details, refer to Note 4 in our condensed consolidated financial statements.

(3)Restructuring costs include severance and other team member costs from workforce reductions, as well as legal and advisory fees related to shareholder activism defense costs regarding our former CEO’s retirement and transition in the first quarter of 2026 and significant board of director refreshment that are non-recurring and outside the ordinary course of our business. For additional details, refer to Note 19 in our condensed consolidated financial statements.

Adjusted Net Income and Adjusted Net Income Per Share

Adjusted Net Income is a non-GAAP financial measure that we define as net loss adjusted for (i) stock-based compensation, (ii) amortization of acquired intangibles, (iii) restructuring costs, (iv) acquisition-related costs, net, including the change in fair value of contingent consideration liabilities, (v) impairment of goodwill, and (vi) non-cash interest expense related to debt facilities, as applicable. We believe Adjusted Net Income provides investors with useful information on period-to-period performance as evaluated by management and comparison with our past financial performance and is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. The following is a reconciliation of Adjusted Net Income to our net loss, the most directly comparable financial measure calculated in accordance with GAAP, for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31,

2026 2025

Numerator: (in thousands, except share and per share amounts)

Net loss $ (111,026) $ (23,742)

Add:

Stock-based compensation

3,770 7,543

Amortization of acquired intangibles 8,113 8,732

Restructuring costs(1)

1,791 3,558

Acquisition-related costs, net(2)

2,437 3,029

Impairment of goodwill(3)

95,501 —

Non-cash interest expense related to debt facilities 633 1,208

Adjusted Net Income

$ 1,219 $ 328

Denominator:

Weighted-average shares outstanding used in calculating net loss per share, basic and diluted, and Adjusted Net Income per share, basic 72,593,210 68,552,084

Non-GAAP dilutive effect of stock-based awards 622,525 225,507

Non-GAAP weighted-average shares outstanding used in calculating Adjusted Net Income per share, diluted 73,215,735 68,777,591

Net loss per share, basic and diluted $ (1.53) $ (0.35)

Adjusted Net Income per share, basic and diluted $ 0.02 $ 0.01

______________

(1)Restructuring costs include severance and other team member costs from workforce reductions, as well as legal and advisory fees related to shareholder activism defense costs regarding our former CEO’s retirement and transition in the first quarter of 2026 and significant board of director refreshment that are non-recurring and outside the ordinary course of our business. For additional details, refer to Note 19 in our condensed consolidated financial statements.

(2)Acquisition-related costs, net includes third-party fees associated with due diligence, deferred retention expenses, post-acquisition restructuring costs incurred as part of business combinations, and changes in fair value of contingent consideration liabilities for potential earn-out payments.

(3)Impairment of goodwill and intangible assets was recognized as a result of impairment indicators and quantitative tests indicating the fair values of the Technology reporting unit was below the carrying values as of March 31, 2026. For additional details, refer to Note 4 in our condensed consolidated financial statements.

DOS to Ignite Migration Potential Churn Analysis

The graphic below outlines our current expectations regarding annual recurring revenue (ARR) potentially at risk in connection with DOS to Ignite migration, as well as details regarding clients that have provided notice regarding churn or down-sell in connection with DOS to Ignite migration that will negatively impact ARR in 2026 and 2027. As described below, our current expectation is that we retain a portion of the potentially at-risk ARR and we expect a portion of the potentially at-risk ARR may churn or down-sell in 2026 and 2027, despite our efforts to retain those relationships. We view certain portions of this ARR to be likely to churn or down-sell; however, we have strategies and initiatives in place that aim to retain this ARR.

Health Catalyst Investor Relations Contact:

Stephanie St. Clair

Finance and Investor Relations, SVP

+1 (855)-309-6800

ir@healthcatalyst.com

Health Catalyst Media Contact:

Kathryn Larson

Director, Public Relations and Communications

media@healthcatalyst.com

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