Health Catalyst, Inc. 8-K

What Happened
Health Catalyst, Inc. announced on June 4, 2026 that it entered into a Unit Purchase Agreement to sell all equity interests of Vitalware, LLC (the Vitalware business) to Med‑Metrix, LLC. The agreed aggregate base purchase price is $147 million, subject to customary adjustments. Health Catalyst expects the transaction to close in the third quarter of 2026, subject to customary closing conditions and regulatory clearance.

Key Details

• Buyer: Med‑Metrix, LLC. Agreement dated June 4, 2026.
• Base purchase price: $147 million, subject to adjustments for cash, indebtedness, net working capital and transaction expenses.
• Closing conditions include Hart‑Scott‑Rodino waiting‑period clearance, no prohibitive orders, accuracy of reps/warranties (subject to materiality exceptions), and at least 80% of Vitalware employees accepting qualifying employment offers from Buyer.
• Health Catalyst will complete a pre‑closing internal reorganization to transfer relevant assets and liabilities to Vitalware, LLC. No stockholder approval is required.
• Planned use of proceeds (if transaction closes): together with cash on hand, repay and terminate Health Catalyst’s senior secured term loan facility (which may include prepayment premiums).
• Outside date to close: December 4, 2026 (with a possible three‑month regulatory extension); standard termination rights apply. Purchase Agreement and press release are filed as exhibits to the 8‑K.

Why It Matters
For investors, this is a material divestiture of Health Catalyst’s Vitalware business for a significant cash consideration that management intends to use to pay down secured debt. The sale could impact Health Catalyst’s revenue mix and future operating profile (the filing does not provide pro forma financials). The transaction remains subject to regulatory and other customary conditions, so there is no guarantee it will close on the terms or timeline described.