{"url_path":"/sec/hcat/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1636422/0001636422-26-000082-index.html","accession_number":"0001636422-26-000082","cik":"0001636422","ticker":"HCAT","issuer_name":"Health Catalyst, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1636422/0001636422-26-000082-index.html","primary_entity_key":"0001636422","primary_entity_name":"Health Catalyst, Inc."},"word_count":826,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nOn June 4, 2026, Health Catalyst, Inc. (\"Health Catalyst\") entered into a Unit Purchase Agreement (the \"Purchase Agreement\") with Med-Metrix, LLC (\"Buyer\"), pursuant to which, among other things, Health Catalyst has agreed to sell all of the equity interests of Vitalware, LLC, through which Health Catalyst conducts its Vitalware business (the \"Vitalware Business\"), to Buyer (the \"Transaction\"). In connection with the Transaction, Health Catalyst will complete a pre-closing internal reorganization pursuant to which it will transfer certain assets and liabilities in connection with the Vitalware Business to Vitalware, LLC prior to the closing of the Transaction.\n\nThe consummation of the transactions contemplated by the Purchase Agreement is subject to certain specified closing conditions, including (a) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, (b) the absence of any law or order restraining the transactions, (c) the acceptance of qualifying offers of employment by at least 80% of the Vitalware Business employees who receive such offers from Buyer, and (d) subject to certain materiality exceptions, the accuracy of each party's representations and warranties and each party's compliance with its obligations and covenants under the Purchase Agreement. The Transaction does not require the approval of Health Catalyst's stockholders. Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions contained in the Purchase Agreement, the Transaction is expected to close in the third quarter of 2026.\n\nUpon the terms and subject to the conditions set forth in the Purchase Agreement, Buyer has agreed to pay an aggregate base purchase price of $147 million (the \"Base Amount\"), subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses as more fully set forth in the Purchase Agreement. There can be no assurance that the Transaction will be consummated on the terms or timing described, if at all. Assuming the Transaction closes in accordance with the terms of the Purchase Agreement, Health Catalyst plans to use the net proceeds, combined with cash on hand, to repay and terminate Health Catalyst's existing senior secured term loan facility, which is expected to include the payment of prepayment premiums.\n\nThe Purchase Agreement contains representations, warranties, and covenants of the parties customary for transactions of this type. Prior to the consummation of the transactions contemplated by the Purchase Agreement, Health Catalyst has agreed, subject to certain exceptions, to conduct the Vitalware Business in the ordinary course. The Purchase Agreement contains certain termination rights for Buyer and Health Catalyst, including: (a) by mutual written agreement of the parties, (b) by either party if the Transaction is not consummated on or before December 4, 2026 (the \"Outside Date\") (which Outside Date is subject to a three-month automatic extension in order to obtain required regulatory approvals if all other closing conditions have been satisfied or waived (or are capable of being satisfied at such time)), provided, that such right to terminate is not available to any party whose breach of its obligations under the Purchase Agreement has caused or resulted in the failure of the consummation of the Transaction, (c) by either party if the Transaction would violate any non-appealable final order, decree or judgment of any governmental authority that makes the consummation of the Transaction illegal or permanently enjoins the parties from consummating the Transaction, or (d) by either party for certain material breaches of the Purchase Agreement that are not cured within 60 days following written notice thereof.\n\nThe foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein. The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Health Catalyst, the Buyer, or their respective subsidiaries and affiliates. The Purchase Agreement contains representations and warranties of Health Catalyst, on the one hand, and the Buyer, on the other hand, made solely for the benefit of each party to the Purchase Agreement. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that Health Catalyst has provided to the Buyer in connection with signing the Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Accordingly, investors and security holders should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts or condition of Health Catalyst, the Buyer or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures."}