Health Catalyst reported $56.28 million in revenue for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 31, November 2, 2026, the Registrant had 75,256,381 76,155,467 shares of common stock outstanding.

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Forward-looking statements 2 changes

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• expectations and management of future results and strategic changes, including the impact of the Vitalware divestiture;

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• Our term loan facility exposes us to interest rate risks, contains covenants and other provisions that restrict our ability to take certain actions, and may limit our ability to operate or grow our business in the future.

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Financial statements 158 changes

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Cash and cash equivalents $ 60,589 53,746 $ 50,814

Short-term investments 42,850 25,245 44,918

1 unchanged paragraph

Assets held for sale 91,424 —

Total assets $ 358,604 $ 502,643

Prepaid expenses and other assets 11,627 12,643 14,447

Total current assets 248,391 132,967 169,307

Property and equipment, net 33,472 34,456 33,838

Intangible assets, net 56,121 50,077 77,678

Operating lease right-of-use assets 5,939 5,604 6,640

Goodwill 11,101 11,102 209,073

Other assets 3,580 3,213 6,107

Total assets $ 237,419 $ 502,643

2 unchanged paragraphs

Accounts payable $ 8,338 $ 9,363

Accrued liabilities 23,595 18,697

Accounts payable $ 6,531 $ 9,363

Accrued liabilities 25,847 18,697

1 unchanged paragraph

Operating lease liabilities 3,698 3,660 3,779

1 unchanged paragraph

Liabilities associated with assets held for sale 12,133 —

Total current liabilities 91,925 78,147 89,573

1 unchanged paragraph

Deferred revenue, net of current portion 425 1,026 410

Operating lease liabilities, net of current portion 12,800 12,093 14,208

1 unchanged paragraph

Other liabilities 775 798

Total liabilities 257,777 256,863

Other liabilities 567 798

Total liabilities 91,833 256,863

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Preferred stock, $ 0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding as of June September 30, 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 June September 30, 2026 and December 31, 2025; 74,598,492 76,155,467 and 72,027,332 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Accumulated deficit ( 1,516,209 1,475,713 ) ( 1,364,646 )

Accumulated other comprehensive income 1,032 1,015 1,586

Total stockholders' equity 100,827 145,586 245,780

6 unchanged paragraphs

June 30, Six Months Ended

Technology $ 48,795 $ 52,876 $ 98,263 $ 104,358

Professional services 21,692 27,845 42,980 55,776

Total revenue 70,487 80,721 141,243 160,134

September 30, Nine Months Ended

Technology $ 40,686 $ 52,051 $ 138,949 $ 156,409

Professional services 15,597 24,272 58,577 80,048

Total revenue 56,283 76,323 197,526 236,457

1 unchanged paragraph

Technology 18,188 18,352 35,471 35,917

Professional services 17,439 24,128 35,449 49,741

Technology 16,166 17,203 51,637 53,120

Professional services 16,076 21,304 51,525 71,045

1 unchanged paragraph

Sales and marketing 10,360 13,206 20,945 27,944

Research and development 11,026 12,392 20,805 27,578

General and administrative 11,928 8,284 25,888 22,446

Depreciation and amortization 10,979 12,684 23,094 25,004

Total operating expenses 71,340 75,335 213,280 131,741

Loss from operations ( 36,480 ) ( 37,094 ) ( 142,957 ) ( 57,265 )

Interest and other expense, net ( 3,742 ) ( 3,803 ) ( 7,877 ) ( 7,159 )

Loss before income taxes ( 40,222 ) ( 40,897 ) ( 150,834 ) ( 64,424 )

Income tax provision

Net loss $ ( 40,537 ) $ ( 40,978 ) $ ( 151,563 ) $ ( 64,720 )

Net loss per share, basic and diluted

Sales and marketing 8,563 14,361 29,508 42,305

Research and development 9,503 12,281 30,308 39,859

General and administrative 11,999 16,069 37,887 38,515

Depreciation and amortization 9,728 12,614 32,822 37,618

Goodwill impairment — — 122,548 28,769

Total operating expenses 39,793 55,325 253,073 187,066

Gain on sale of business 65,889 — 65,889 —

Income (loss) from operations 50,137 ( 17,509 ) ( 92,820 ) ( 74,774 )

Loss on extinguishment of debt ( 9,494 ) — ( 9,494 ) —

Interest and other expense, net ( 540 ) ( 4,679 ) ( 8,417 ) ( 11,838 )

Income (loss) before income taxes 40,103 ( 22,188 ) ( 110,731 ) ( 86,612 )

Income tax benefit (provision) 393 ( 41 ) ( 336 ) ( 337 )

Net income (loss) attributable to common stockholders $ 40,496 $ ( 22,229 ) $ ( 111,067 ) $ ( 86,949 )

Net income (loss) per share, basic $ 0.54 $ ( 0.32 ) $ ( 1.50 ) $ ( 1.25 )

Net income (loss) per share, diluted $ 0.53 $ ( 0.32 ) $ ( 1.50 ) $ ( 1.25 )

Weighted-average shares outstanding used in calculating net income (loss) per share, basic 75,386 70,377 73,990 69,525

Weighted-average shares outstanding used in calculating net income (loss) per share, basic and diluted 75,932 70,377 73,990 69,525 (1) Includes amounts attributable to related party transactions. See Note 18 for further details.

2 unchanged paragraphs

June 30, Six Months Ended

Net loss $ ( 40,537 ) $ ( 40,978 ) $ ( 151,563 ) $ ( 64,720 )

Condensed Consolidated Statements of Comprehensive Income (Loss)

September 30, Nine Months Ended

Net income (loss) $ 40,496 $ ( 22,229 ) $ ( 111,067 ) $ ( 86,949 )

1 unchanged paragraph

Comprehensive loss $ ( 40,514 ) $ ( 38,886 ) $ ( 152,117 ) $ ( 61,653 )

Change in net unrealized losses on available for sale investments ( 29 ) ( 4 ) ( 95 ) ( 78 )

Change in foreign currency translation adjustment 52 2,096 ( 459 18 ) 3,145 ( 778 ) ( 477 ) 2,367

Comprehensive income (loss) $ 40,479 $ ( 22,956 ) $ ( 111,638 ) $ ( 84,609 )

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Three Months Ended June September 30, 2026

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and 78 more changes in the filing

Note 1: Description of Business and Summary of Significant Accounting Policies 1 change

5 unchanged paragraphs

The accompanying interim condensed consolidated balance sheet as of June September 30, 2026, the interim condensed consolidated statements of operations for the three and six nine months ended June September 30, 2026 and 2025, the interim condensed consolidated statements of comprehensive loss for the three and six nine months ended June September 30, 2026 and 2025, our interim condensed consolidated statements of stockholders' equity for the three and six nine months ended June September 30, 2026 and 2025, and our interim condensed consolidated statements of cash flows for the six nine months ended June September 30, 2026 and 2025 are unaudited. Our condensed consolidated balance sheet as of December 31, 2025 was derived from audited financial statements, but does not include all disclosures required by GAAP. Our interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company's financial position, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three and six nine months ended June September 30, 2026 are not necessarily indicative of the results to be expected for the full year or any other period.

4 unchanged paragraphs

Notes to the financial statements 13 changes

We had the option to draw up to $ 40.0 million under the delayed draw facility within six months after the Closing Date and on October 29, 2024, we drew an additional principal amount of $ 37.7 million. We also had the option to draw up to an additional $ 60.0 million under the delayed draw facility within eighteen months after the Closing Date, in each case, subject to satisfaction of certain conditions, including a minimum liquidity threshold and a maximum recurring revenue/leverage ratio, but did not opt to utilize this additional delayed draw facility. We were required to pay a commitment fee on the unutilized commitments under the delayed draw term loan facility ranging from 1.5 % to 2.5 % per year depending on the year and the amount of the unutilized delayed draw term loan.

The deferred financing costs related to the delayed draw facility, including the directly attributable debt discount, have been capitalized to other assets on our condensed consolidated balance sheets, and amortized to interest expense in the condensed consolidated statement of operations, in each case over the respective terms. Borrowings under the initial term loan bear interest at a rate per annum equal to the secured overnight financing rate (SOFR) plus 6.5 %. Commencing with the quarter ended December 31, 2024, we are required to make quarterly principal payments in an amount equal to 0.25 % of the aggregate original principal amount. The final maturity date of the term loans is July 16, 2029.

We used a portion of the net proceeds from the initial term loan, together with cash on hand, to repay in full the outstanding principal and accrued interest on all of the Notes on the maturity thereof. We expect to use the remainder of the net proceeds from the initial term loan for working capital and general corporate purposes. We used proceeds from the delayed draw term loan facility to fund our inorganic growth strategy through permitted acquisitions (including deferred purchase price or similar arrangements related thereto) and to pay fees, costs, and expenses in connection therewith. We are required to prepay the term loans upon the occurrence of certain events, and we may voluntarily prepay the term loans, in whole or in part, at any time, subject to certain notice requirements and prepayment amounts. Prior to July 16, 2028, such mandatory prepayments or voluntary prepayments are subject to a prepayment premium ranging from 1.0 % to 3.0 % plus a make whole amount depending on the year of such prepayment. Our obligations under the Credit Agreement and the other loan documents are required to be guaranteed by all of our present and future domestic and foreign subsidiaries, subject to certain exceptions (Guarantors). All obligations under the Credit Agreement and the other loan documents are secured by a first priority perfected lien on, and security interest in, substantially all of our and our Guarantor's present and future assets, subject to certain exceptions.

The Credit Agreement contains various representations and warranties, affirmative covenants, and negative covenants, including covenants that restrict our and our subsidiaries' ability to take certain actions including, among other things and subject to certain exceptions, the incurrence of debt, the granting of liens, engaging in mergers and other fundamental changes, the making of investments, entering into transactions with affiliates, the payment of dividends and other restricted payments, the prepayment of other indebtedness and the sale of assets. We are also required to comply with a minimum liquidity threshold, a maximum recurring revenue-based leverage ratio, and a maximum EBITDA-based leverage ratio. The Credit Agreement also includes various events of default, including, among others: non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross-default to other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of security interests or invalidity of loan documents, certain ERISA events, unsatisfied or unstayed judgments and change of control. Upon the occurrence of an event of default, the administrative agent and the lenders may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Credit Agreement and the related loan documents, including proceeding against the collateral securing such borrowings.

As of June 30, 2026, we were in compliance with all covenants under the Credit Agreement.

On July 31, 2026 we voluntarily repaid in full all outstanding obligations under the Credit Agreement using proceeds from the Vitalware Transaction together with cash on hand, which resulted in the termination of the Credit Agreement and the simultaneous release in full of all liens thereunder. Refer to Note 21 - Subsequent Events for further information about this debt extinguishment.

The significant assumptions used to form the basis of the estimates include, among others, the selection of valuation methodologies, estimates of expected revenue, including revenue growth rates, and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and the selection of appropriate market comparable companies. Many of these significant assumptions are forward-looking and could be affected by future economic and market conditions. If a quantitative analysis is necessary, we typically engage the assistance of a valuation specialist in concluding on fair value measurements in connection with determining the fair values of our reporting units. If the carrying amount of the reporting unit exceeds its fair value, we would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. We recorded goodwill impairment of $ 122.5 million and $ 28.8 million during the nine months ended September 30, 2026, and 2025, respectively, and no impairment during the three months ended September 30, 2026 and 2025. Refer to Note 5 - Goodwill and Intangible Assets for additional details.

Assets held for sale

We classify assets and liabilities as held for sale (a disposal group) when management commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We consider various factors, particularly whether actions required to complete the plan indicate it is unlikely that significant changes to the plan will be made or the plan is unlikely to be withdrawn. Assets held for sale are measured at the lower of carrying value or fair value less costs to sell after adjusting the individual assets of the disposal group, if necessary. If the carrying amount of the business exceeds its estimated fair value less cost to sell, a loss is recognized in the periods which the held for sale criteria are met. Conversely, gains are not recognized until the date of the sale. When a portion of a reporting unit containing goodwill is disposed of and that portion constitutes a business or nonprofit activity, the assignment of goodwill is based on the relative fair values of the portion of the reporting unit being disposed of and the portion of the reporting unit remaining. When the disposal group is classified as held for sale, depreciation and amortization for most long-lived assets ceases and we test the assets for impairment. Assets and liabilities classified as held for sale are segregated in the condensed consolidated balance sheets.

Business combinations

The results of businesses acquired in a business combination are included in our condensed consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair value on the acquisition date. Any excess consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed is recognized as goodwill.

We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination in order to record the tangible and intangible assets acquired and liabilities assumed based on our best estimate of fair value. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Significant estimation is required in determining the fair value of the client-related intangible assets and technology-related intangible assets.

The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. We typically use the income approach or cost approach to measure the fair value of intangible assets. The significant assumptions used to form the basis of the estimates included the number of engineer hours required to develop technology, expected revenue including revenue growth rates, rate and timing of obsolescence, royalty rates and earnings before interest, taxes, depreciation and amortization (EBITDA) margin used in the estimate for client relationships, and backlog. Many of these significant assumptions were forward-looking and could be affected by future economic and market conditions. We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of material assets acquired and liabilities assumed in a business combination.

1 unchanged paragraph

Note 3: Business Combinations 3 changes

3 unchanged paragraphs

An additional 106,196 shares of our common stock subject to restriction agreements (restricted shares) were issued upon satisfaction of vesting terms pursuant to the terms of the acquisition agreement and such restriction agreements. The value of these restricted shares is was recognized as acquisition stock-based compensation expense on a straight-line basis over the vesting term. Refer to Note 14-Stock-Based Compensation for additional details related to our stock-based compensation.

In addition to the purchase price, we agreed to make retention bonuses in an aggregate amount of up to $ 1.1 million in cash payments and the issuance of up to approximately 151,148 restricted shares to certain Upfront management team members, a portion of which is variable based upon the achievement of earn-out performance targets. The retention bonuses are recorded as post-combination compensation expense and adjusted out of our purchase price consideration. During the nine months ended September 30, 2025, we recognized compensation expense of $ 0.9 million and stock-based compensation expense of $ 0.5 million related to these retention bonuses and 86,975 of the restricted shares that vested. There was no additional compensation expense, including stock-based compensation expense, recognized related to these retention bonuses during the nine months ended September 30, 2026.

15 unchanged paragraphs

The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include client relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of six years , three years , and three years , respectively. The resulting goodwill from the Upfront acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes.

1 unchanged paragraph

Note 4: Revenue 10 changes

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

(unaudited) (unaudited)

Recurring technology $ 48,795 $ 52,876 $ 98,263 $ 104,358

Professional services 21,692 27,845 42,980 55,776

Total revenue $ 70,487 $ 80,721 $ 141,243 $ 160,134

Three Months Ended September 30, Nine Months Ended September 30, (unaudited) (unaudited)

Recurring technology $ 40,686 $ 52,051 $ 138,949 $ 156,409

Professional services 15,597 24,272 58,577 80,048

Total revenue $ 56,283 $ 76,323 $ 197,526 $ 236,457

Revenue related to contracts with clients located in the United States was 96.8 95.6 % and 96.4 96.0 % for the three months ended June September 30, 2026 and 2025, respectively, and 96.3 96.0 % and 96.2 % for the six nine months ended June September 30, 2026, and 2025, respectively.

1 unchanged paragraph

Note 5: Goodwill and Intangible Assets 13 changes

1 unchanged paragraph

During the six months ended June 30, 2025, we recorded a non-cash goodwill impairment charge of $ 28.8 million. The goodwill impairment charges were recorded as a separate line item in our condensed consolidated statements of operations.

Technology Reporting Unit:

During the three months ended June 30, 2026, and in connection with the Vitalware Transaction, certain assets and liabilities representing the Vitalware Business met the held for sale criteria as of the date of the announcement of the signing of the Vitalware Purchase Agreement. Immediately prior to such classification, elements of the disposal group were evaluated for impairment under their respective models as required and no impairment adjustment was recorded. Since the Vitalware Business was a portion of the technology reporting unit, the assignment of goodwill to the Vitalware Business was based on the relative fair values of the Vitalware Business being disposed of and the portion of the technology reporting unit remaining. Following the allocation of goodwill to the held for sale asset group, we evaluated the remaining technology reporting unit for goodwill impairment due to the triggering event created by the transaction. Based on this interim test of goodwill, the fair value of the remaining technology reporting unit was below its carrying value, resulting in the recognition of a goodwill impairment charge of $ 27.0 million. No additional goodwill impairment charges were recorded during the three months ended September 30, 2026.

Based on our interim impairment test of goodwill as of March 31, 2026, it was determined that the fair value of our technology reporting unit was below its carrying value, and we recorded a total non-cash goodwill impairment charge of $ 95.5 million, resulting in total goodwill impairment charges of $ 122.5 million for the six nine months ended June September 30, 2026 to the technology reporting unit. During the nine months ended September 30, 2025, we recorded a non-cash goodwill impairment charge of $ 28.8 million, $ 22.1 million to the technology reporting unit and $ 6.7 million to the professional services reporting unit. The goodwill impairment charges were recorded as a separate line item in our condensed consolidated statements of operations.

As part of our interim goodwill impairment assessments and the allocation of goodwill to the held for sale asset group, Vitalware Business, the fair value of the technology reporting unit was estimated based upon weightings of the income approach and a market-based approach. The fair value of the Vitalware Business used in the goodwill allocation was based on the base purchase price of $ 147 million pursuant to the Vitalware Purchase Agreement. The income approach utilizes a discounted cash flow analysis. The market-based approach utilizes comparable public company information, key valuation multiples, and considers a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit, and guideline transactions, when applicable. The significant assumptions used in these approaches include revenue growth rates, profit margins, projected future cash flows, and discount rates under the income approach as well as valuation multiples derived from comparable public trading companies under the market-based approach.

The income approach utilizes a discounted cash flow analysis. The market-based approach utilizes comparable public company information, key valuation multiples, and considers a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit, and guideline transactions, when applicable. The significant assumptions used in these approaches include revenue growth rates, profit margins, projected future cash flows, and discount rates under the income approach as well as valuation multiples derived from comparable public trading companies under the market-based approach.

Changes in the carrying amount of goodwill by reporting unit for the six nine months ended June September 30, 2026 were as follows (in thousands):

Technology Reporting Unit Gross Goodwill Accumulated Impairment Losses Net Goodwill

1 unchanged paragraph

Transferred to assets held for sale ( 75,176 ) — ( 75,176 )

Goodwill disposed of in sale of business ( 75,176 ) — ( 75,176 )

1 unchanged paragraph

Foreign currency translation adjustments ( 248 247 ) — ( 248 247 )

Balance as of June September 30, 2026

The professional services reporting unit had no net goodwill as of June September 30, 2026 and December 31, 2025, due to the $ 6.7 million of gross goodwill being fully impaired as of December 31, 2025.

1 unchanged paragraph

Note 6: Property and Equipment 12 changes

1 unchanged paragraph

Computer equipment $ 8,368 $ 10,027

Computer equipment $ 7,914 $ 10,027

Leasehold improvements 6,151 6,312 6,314

Furniture and fixtures 3,791 3,773 3,796

Capitalized internal-use software costs 54,748 58,927 66,916

1 unchanged paragraph

The amounts in the table above exclude assets held for sale related to the Vitalware Transaction. For additional details refer to Note 2 - Held For Sale and Divestiture.

We capitalized $ 4.9 million and $ 5.2 million of internal-use software costs for the three months ended June 30, 2026 and 2025, respectively, and $ 9.7 million and $ 10.7 million for the six months ended June 30, 2026 and 2025, respectively. We incurred $ 3.2 million and $ 3.0 million of capitalized internal-use software cost amortization expense for the three months ended June 30, 2026 and 2025, respectively, and $ 6.7 million and $ 5.9 million for the six months ended June 30, 2026 and 2025, respectively.

Total property and equipment 73,169 77,037 87,164

Less: accumulated depreciation ( 39,697 42,581 ) ( 53,326 )

Property and equipment, net $ 33,472 34,456 $ 33,838

Our long-lived assets are primarily located in the United States. Depreciation expense totaled $ 3.7 3.4 million and $ 3.6 3.8 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 7.7 11.0 million and $ 7.2 11.0 million for the six nine months ended June September 30, 2026 and 2025, respectively. Depreciation expense includes the amortization of capitalized internal-use software costs. There was no impairment of long-lived assets during the three and six months ended June 30, 2026 and 2025.

HEALTH CATALYST, INC.

Note 7: Short-term Investments 21 changes

We classify our short-term investments as available for sale. Available-for-sale securities are recorded on our condensed consolidated balance sheets at fair market value and any unrealized gains or losses are reported as part of other comprehensive loss on the condensed consolidated statements of comprehensive loss. We determine realized gains or losses on the sales of investments through the specific identification method and record such gains or losses as part of interest and other expense, net on the condensed consolidated statements of operations. We did not have any material realized gains or losses on investments during the three and six nine months ended June September 30, 2026 and 2025. We measure the fair value of investments on a recurring basis.

The following table summarizes, by major security type, our cash equivalents that are measured at fair value on a recurring basis as of June September 30, 2026 (in thousands):

1 unchanged paragraph

Money market funds $ 50,646 $ — $ — $ 50,646 $ 50,646 $ —

U.S. treasury notes 27,599 — ( 45 ) 27,554 — 27,554

Commercial paper 17,098 — ( 3 ) 17,095 1,799 15,296

Total $ 95,343 $ — $ ( 48 ) $ 95,295 $ 52,445 $ 42,850

Money market funds $ 46,902 $ — $ — $ 46,902 $ 46,902 $ —

U.S. treasury notes 21,201 — ( 46 ) 21,155 — 21,155

Commercial paper 4,091 — ( 1 ) 4,090 — 4,090

Total $ 72,194 $ — $ ( 47 ) $ 72,147 $ 46,902 $ 25,245

The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of December 31, 2025 (in thousands):

Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments

Money market funds $ 45,062 $ — $ — $ 45,062 $ 45,062 $ —

U.S. treasury notes 37,441 46 — 37,487 — 37,487

Commercial paper 7,430 1 — 7,431 — 7,431

Total $ 89,933 $ 47 $ — $ 89,980 $ 45,062 $ 44,918

The following table presents the contractual maturities of our short-term investments as of September 30, 2026 and December 31, 2025 (in thousands):

As of September 30, 2026 As of December 31, 2025

Amortized Cost Fair Value Amortized Cost Fair Value

Due within one year $ 25,292 $ 25,245 $ 44,871 $ 44,918

Total $ 25,292 $ 25,245 $ 44,871 $ 44,918

1 unchanged paragraph

Note 8: Fair Value of Financial Instruments 17 changes

Assets and liabilities measured at fair value on a recurring basis as of June September 30, 2026 were as follows (in thousands):

1 unchanged paragraph

Money market funds $ 50,646 $ — $ — $ 50,646

Commercial paper — 17,095 — 17,095

Money market funds $ 46,902 $ — $ — $ 46,902

U.S. Treasury notes 27,554 21,155 — — 27,554 21,155

Commercial paper — 4,090 — 4,090

1 unchanged paragraph

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 were as follows (in thousands):

Level 1 Level 2 Level 3 Total

Money market funds $ 45,062 $ — $ — $ 45,062

U.S. Treasury notes 37,487 — — 37,487

Commercial paper — 7,431 — 7,431

Contingent consideration liabilities — — ( 250 ) ( 250 )

There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the three and nine months ended September 30, 2026 and 2025.

Convertible senior notes

On April 14, 2025, we fully settled the principal amount of the convertible senior notes in cash. These convertible senior notes were recorded at face value less unamortized debt discount and transaction costs on our condensed consolidated balance sheets. Refer to Note 11—Debt for further information.

Nonrecurring fair value measurements

During the three months ended September 30, 2026, the assets and liabilities representing the Vitalware Business were divested upon the closing of the Vitalware Transaction. Since the Vitalware Business was a portion of the technology reporting unit, the assignment of goodwill as of the date of the announcement of the signing of the Vitalware Purchase Agreement to the Vitalware Business was based on the relative fair values of the Vitalware Business being disposed of and the portion of the technology reporting unit remaining. Based on the relative fair values, we allocated to the Vitalware Business and divested $ 75.2 million of goodwill.

1 unchanged paragraph

Note 9: Accrued Liabilities 8 changes

As of June September 30, 2026 and December 31, 2025, accrued liabilities consisted of the following (in thousands):

Accrued compensation and benefit expenses (2) $ 8,947 $ 5,203

1 unchanged paragraph

Other accrued liabilities (2)

(2) These amounts exclude the Vitalware liabilities associated with held for sale assets that are disclosed in Note 2 - Held For Sale and Divestiture.

Other accrued liabilities 15,910 9,410

Total accrued liabilities $ 23,595 25,847 $ 18,697

(1) Restructuring liabilities include severance and other team member costs from workforce reductions and advisory fees related to Project Nexus. For additional details, refer to Note 20 in these condensed consolidated financial statements.

HEALTH CATALYST, INC.

Note 10: Leases 12 changes

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Operating lease expense $ 575 $ 787 $ 1,158 $ 1,556

Short-term lease expense 20 164 61 319

Sublease income ( 535 ) ( 519 ) ( 1,093 ) ( 1,019 )

Total $ 60 $ 432 $ 126 $ 856

Three Months Ended September 30, Nine Months Ended September 30, (unaudited)

Operating lease expense $ 565 $ 606 $ 1,723 $ 2,162

Short-term lease expense 32 50 93 369

Sublease income ( 558 ) ( 535 ) ( 1,651 ) ( 1,554 )

Total $ 39 $ 121 $ 165 $ 977

1 unchanged paragraph

HEALTH CATALYST, INC.

During the nine months ended September 30, 2026, we did not identify asset impairment indicators for our corporate office spaces designated for subleasing, and therefore did not recognize any impairment charges. During the nine months ended September 30, 2025, we identified asset impairment indicators for multiple of our corporate office spaces designated for subleasing. We performed a recoverability test of the relevant asset group, comprised of operating lease ROU and other related assets, and determined that the carrying value of this asset group was not fully recoverable. As a result, we measured and recognized total impairment charges of $ 6.9 million during the three and nine months ended September 30, 2025, representing the amount by which the carrying value exceeded the estimated fair value of the asset group. The impairment charges were recorded as part of general and administrative expense in our condensed consolidated statements of operations. During the three and nine months ended September 30, 2025, $ 4.6 million of the impairment charge was allocated to ROU assets and the remaining $ 2.3 million was allocated to leasehold improvements.

Note 11: Debt 21 changes

Debt consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026 December 31, 2025

Variable interest rate term loan maturing 2029

Total Principal Outstanding

Less: Unamortized discount and issuance costs

Net carrying amount 153,479 153,251

Less: Current portion of long-term debt

Long-term debt, net of current portion

Components of interest expense are summarized as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

(unaudited) (unaudited)

Contractual interest expense

Amortization of debt discount and issuance costs

Amortization of deferred financing costs

As of June 30, 2026, we are subject to required principal payments and debt maturity as follows (in thousands):

Contractual Maturity

Total debt maturities

Less: Unamortized debt discount and issuance costs

Net carrying amount $ 153,479

On July 16, 2024 (the Closing Date), we entered into a credit agreement with Silver Point Finance, LLC, as administrative agent and collateral agent, and the lenders from time-to-time party thereto (the Credit Agreement). The Credit Agreement provides a five-year term loan facility in an aggregate principal amount of up to $ 225.0 million, consisting of an initial term loan of $ 125.0 million, which was funded in full on the Closing Date, and a delayed draw term loan facility in an aggregate principal amount of up to $ 100.0 million, which was undrawn as of the Closing Date.

On July 16, 2024, (the Closing Date) we entered into the Credit Agreement. On July 31, 2026, we used the net cash proceeds received from the Vitalware Transaction, together with cash on hand, to voluntarily repay in full all outstanding obligations under the Credit Agreement, which consisted of payments of (i) the $ 122.8 million principal amount outstanding under the initial term loan, (ii) the $ 37.1 million aggregate principal amount outstanding under the delayed draw facility, (iii) a $ 3.2 million prepayment premium, (iv) $ 0.6 million of accrued and unpaid interest, and (v) certain other fees and expenses. The repayment in full of our obligations under the Credit Agreement resulted in the termination of the Credit Agreement and the simultaneous release in full of all liens thereunder. In connection with the repayment, the Company recognized a loss on extinguishment of debt of $ 9.5 million, due to the write-off of unamortized debt issuance costs, debt discount, and prepayment premiums, which is disclosed separately in the condensed consolidated statements of operations. As of September 30, 2026, no amounts were outstanding under the Credit Agreement.

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Note 12: Stockholders' Equity 4 changes

Share repurchase plan

During the third quarter of 2022, our board of directors authorized a share repurchase program to repurchase up to $ 40.0 million of our outstanding shares of common stock (Share Repurchase Plan). During the six months ended June 30, 2026, we did not repurchase shares of our common stock. During the six months ended June 30, 2025, we repurchased and retired 1,103,601 shares of our common stock for $ 5.0 million at an average purchase price of $ 4.51 per share. The total remaining authorization for future shares of common stock repurchases under our Share Repurchase Plan is $ 24.8 million as of June 30, 2026.

Our board of directors has the authority, without further action by our stockholders, to issue up to 25,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, and privileges thereof, including voting rights. As of June September 30, 2026 and December 31, 2025, no shares of this preferred stock were issued and outstanding.

We had 500,000,000 shares of common stock, par value $ 0.001 per share, authorized, of which 74,704,688 76,155,467 and 72,133,528 shares were legally issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively. The shares legally issued and outstanding as of June 30, 2026 and December 31, 2025 included 106,196 shares issued pursuant to acquisition agreements, which were subject to a restriction agreement and were unvested, and as such, for accounting purposes they were not considered to be outstanding common stock shares. Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid on our common stock through June 30, 2026.

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Note 14: Stock-Based Compensation 2 changes

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We initially reserved 2,756,607 shares of our common stock ( 2,500,000 under the 2019 Plan and 256,607 shares under the 2011 Plan) that were available immediately prior to the IPO registration date. The 2019 Plan provides that the number of shares reserved available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2020, by 5 % of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. As of January 1, 2026, there were an additional 3,606,676 shares reserved for issuance under the 2019 Plan. As of June September 30, 2026 and December 31, 2025, there were 30,453,076 and 26,846,400 shares authorized for grant, respectively, and 5,513,219 3,008,880 and 2,328,350 shares available for grant under the 2019 and 2011 Plan (collectively, the Stock Incentive Plan), respectively.

In 2026, our board of directors adopted the 2026 Employment Inducement Incentive Plan (2026 Inducement Plan) and authorized the issuance of up to 2,747,385 shares of common stock, which were registered and granted in the form of RSUs during the three months ended September 30, 2026.

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Note 16: Commitments and Contingencies 1 change

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We are involved in legal proceedings from time to time that arise in the normal course of business. In the opinion of management, such routine claims and lawsuits are not significant, and we do not expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity. There were no charges recorded during the three and six nine months ended June September 30, 2026 and 2025.

Note 17: Contract Balances and Performance Obligations 3 changes

As of June September 30, 2026 and December 31, 2025, the unbilled accounts receivable included in accounts receivable on our consolidated balance sheets was $ 6.3 million and $ 10.1 million, respectively.

As of June September 30, 2026 and December 31, 2025, the total of current and non-current deferred revenue, excluding amounts associated with assets held for sale, on our consolidated balance sheets was $ 43.0 43.1 million and $ 56.5 million, respectively. Deferred revenue includes advance client payments and billings in excess of revenue recognized. For the three months ended June September 30, 2026 and 2025, 52 44 % and 47 %, respectively, of the revenue recognized was included in deferred revenue at the beginning of the period. For the six nine months ended June September 30, 2026 and 2025, 31 25 % and 26 21 %, respectively, of the revenue recognized was included in deferred revenue at the beginning of the period.

Most of our technology and professional services contracts have a three - or five-year term, of which many are terminable after one year upon 90 days' notice. For arrangements that are not associated with assets held for sale and that do not allow the client to cancel within one year or less, we expect to recognize $ 179.1 158.8 million of revenue on unsatisfied performance obligations as of June September 30, 2026. We expect to recognize approximately 75 80 % of the remaining performance obligations over the next 24 months, with the balance recognized thereafter.

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Note 18: Related Parties 1 change

We have entered into arrangements with a client, Carle Health, and a member of the client's executive leadership team served on our board of directors until July 16, 2026. For the period from January 1, 2026 to July 16, 2026, we recognized $ 9.1 million of revenue from this former related party. We recognized revenue from this former related party of $ 4.1 4.4 million and $ 4.5 13.3 million for the three months ended June 30, 2026 and 2025, respectively. For the six nine months ended June September 30, 2026 and 2025, we recognized $ 8.4 million and $ 8.9 million of revenue from this related party, respectively. As of June 30, 2026 and December 31, 2025, we had receivables from this former related party of $ 0.0 million and $ 1.7 million respectively, and deferred revenue with this related party of $ 2.0 million and $ 0.2 million, respectively.

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Note 19: Segments 9 changes

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Revenue, Adjusted Cost of Revenue, and Adjusted Gross Profit by operating segment were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30, (unaudited) (unaudited)

Revenue $ 40,686 $ 52,051 $ 138,949 $ 156,409

Adjusted Cost of Revenue (1)

Adjusted Gross Profit $ 24,647 $ 35,500 $ 87,926 $ 104,963

Professional Services:

Revenue $ 15,597 $ 24,272 $ 58,577 0 $ 80,048

Adjusted Cost of Revenue (2)

Adjusted Gross Profit $ 266 $ 4,633 $ 9,263 $ 14,182

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Note 20: Restructuring Costs 17 changes

2 unchanged paragraphs

Restructuring Liability Rollforward

Balance as of December 31, 2025

Severance and other restructuring costs

Cash payments ( 2,498 )

Balance as of June 30, 2026

The following table summarizes our Project Nexus restructuring costs by financial statement line item for the three months ended June 30, 2026 (in thousands):

Three Months Ended June 30, 2026

Severance and Other Team Member Costs Other (1)

Cost of revenue, excluding depreciation and amortization:

Technology $ 296 $ — $ 296

Professional services 264 — 264

Sales and marketing 1,251 — 1,251

Research and development 1,490 — 1,490

General and administrative 342 63 405

Total $ 3,643 $ 63 $ 3,706

(1) Includes legal and advisory fees related to significant board of director refreshment that are non-recurring and outside the ordinary course of our business.

There were no restructuring costs as part of Project Nexus during the three months ended March 31, 2026. We expect additional restructuring costs as part of Project Nexus of at least $ 0.5 million during the second half of 2026. We continue to evaluate our restructuring initiatives, which may result in additional restructuring costs and associated payments in the future.

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MD&A 429 changes

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Highlights from the three and six nine months ended June September 30, 2026 and 2025 included:

• We recognized total revenue of $70.5 $56.3 million and $80.7 $76.3 million for the three months ended June September 30, 2026 and 2025, respectively, and $141.2 $197.5 million and $160.1 $236.5 million for the six nine months ended June September 30, 2026 and 2025, respectively. The decrease in revenue was primarily due to the Vitalware divestiture, our exit of certain lower margin TEMS arrangements, and churn related to the migration from DOS to Ignite.

• We incurred generated net losses income of $40.5 million and $41.0 incurred net losses of $22.2 million for the three months ended June September 30, 2026 and 2025, respectively, and $151.6 incurred net losses of $111.1 million and $64.7 $86.9 million for the six nine months ended June September 30, 2026 and 2025, respectively. The increased net losses in income generated during the six three months ended June September 30, 2026 compared to the six months ended June 30, 2025 are was largely driven by $122.5 a $65.9 million in goodwill impairment in gain on sale of the Vitalware Business. The increased net loss incurred during the nine months ended September 30, 2026 which compared to 2025 was primarily due to goodwill impairment as a general result of overall declines in our stock price and market capitalization, as well as the Vitalware held for sale accounting, which required an impairment analysis of the goodwill allocated to the retained technology reporting unit.

• Our Adjusted EBITDA was $9.9 $0.8 million and $9.3 $12.0 million for the three months ended June September 30, 2026 and 2025, respectively, and $19.1 $19.8 million and $15.6 $27.6 million for the six nine months ended June September 30, 2026 and 2025, respectively. The decrease in Adjusted EBITDA was primarily due to the Vitalware divestiture. See the section titled "Key Financial Measures—Reconciliation of Non-GAAP Financial Measures" below for more information about Adjusted EBITDA, including the limitations of such measure and a reconciliation to net loss, the most directly comparable measure calculated in accordance with GAAP.

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The health system end market, in particular, has experienced meaningful financial strain over the past several years. We are encouraged that, in general, the operating margins of our health system end market improved in recent years. However, the implications of many policy developments around Medicaid and research funding reductions, as well as implications of the evolving tariff landscape have had and continue to have a negative impact on our business. On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the OBBBA) into law, which is projected to reduce federal Medicaid spending by nearly $1 trillion over 10 years and will create additional financial strain for many of our clients and prospective clients. As a result, certain sales cycles have elongated and some opportunities, such as opportunities in Life Sciences, have pushed, which negatively impacted our 2025 and 2026 bookings achievement and our expectations for revenue in 2026 and 2027.

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As previously described, within our professional services segment, a subset of clients have reduced the number of FTEs engaged in their initiatives including lower margin TEMS arrangements, while in the technology segment, we have experienced down-sell and churn particularly related to the migration from DOS to Ignite. As of May 11, 2026, we had been notified of $12.5 million of DOS-to-Ignite migration downsell and churn, and estimated approximately $52 million of potentially at risk ARR across 2026 and 2027. There has been no material change to this framework previously disclosed, and we do not plan to provide updates in the same format moving forward. We are focused on trying working to retain this at risk at-risk ARR though dedicated account plans tailored to each and we are focused on the outcomes clients needs. need rather than the infrastructure decisions they have to make. Even among clients who have given notice on the infrastructure layer, we expect a number of clients will continue to use our application solutions going forward. even after transitioning to their own infrastructure. As we referenced in the past, we expect to be generally through churn pressure associated with the DOS to Ignite migration by the end of 2027.

We believe healthcare is at an inflection point, due to financial pressure on health systems, including eroding margins, shifting payor mix, and rising labor costs. In this environment, we believe healthcare providers are seeking a partner who can help them reduce costs, improve clinical quality, and grow consumer relationships, while delivering meaningful outcomes. Healthcare data infrastructure has increasingly commoditized. We believe durable advantage lives in the intelligence built on top of it, and that our advantage rests on our improvement data and content, as well as our expertise, including healthcare-specific and change management expertise, which we combine with technology that turns data into insights clients can act on.

We aim to continue to manage the business with a focus on operating efficiency, while balancing targeted investments to support disciplined growth and retention initiatives that we expect will benefit future results. Moving forward our focus is building a technology business that wins in the market, operating with efficiency and discipline, and investing in our AI-enabled intelligence that differentiates our solutions. In April 2026, we announced Project Nexus, a strategic initiative designed to fundamentally transform our operating model and advance each of these priorities. The Vitalware Transaction (as defined below), which is part of Project Nexus, provided us with the ability to fully repay all obligations under our Credit Agreement and terminate our Credit Agreement. We believe gives this extinguishment of our term loan debt provides us with increased flexibility to make targeted investments in our core business and move decisively on our priorities. While these investments and the divestiture of the high-margin Vitalware business have created near-term pressure on our net income (loss) and Adjusted EBITDA, we believe they better position the business.

We are focused on margin expansion as part of our transformation to streamline operations and optimize our cost structure, including engaging an advisor external advisors to help us assess revenue and cost optimization opportunities. Our priorities going forward will include strengthening and simplifying our commercial engine to drive technology ARR bookings, working to improve retention through more predictable migrations and clearer client value realization and technology innovation designed around how clients operate regardless of the infrastructure, and increasing efficiency and reducing time to value by eliminating operational complexity and scaling work through automation and global resources. We also plan to better leverage our intellectual property, combining our data foundation with the expertise, content, and AI-enabled solutions that differentiates our solutions to allow us to solve healthcare's most pressing problems. We will continue to refine this strategic operating plan.

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On July 31, 2026 (the Vitalware Closing Date), we completed the previously announced disposition of all of the equity interests of Vitalware, LLC, through which we conducted our Vitalware business (the Vitalware Business), to Med-Metrix, LLC (Med-Metrix) (the Vitalware Transaction). On the Vitalware Closing Date, we received from Med-Metrix the payment of an aggregate base purchase price of $147 million, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses. Total consideration was $146.3 million, net of transaction expenses and estimated net working capital adjustments, of which we received net initial cash proceeds of $144.5 million on the Vitalware Closing Date. Additional consideration of approximately $1.8 million, including escrow receivables, is expected to be received within the next year. Concurrently with the closing of the Vitalware Transaction, on the Vitalware Closing Date, we used the net cash proceeds received from the Vitalware Transaction, together with cash on hand, to voluntarily repay in full all outstanding obligations under a Credit Agreement, dated as of July 16, 2024, among Health Catalyst, as the borrower, the several lenders party thereto, and Silver Point Finance, LLC, as administrative agent for the lenders (as modified, amended, restated, amended and restated, or supplemented from time to time prior to the Vitalware Closing Date, the Credit Agreement), which resulted in the termination of the Credit Agreement and the simultaneous release in full of all liens thereunder.

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Three Months Ended June 30, Six Months Ended June 30,

GAAP Financial Measures:

Total revenue $ 70,487 $ 80,721 $ 141,243 $ 160,134

Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except percentages) (in thousands, except percentages)

Total revenue $ 56,283 $ 76,323 $ 197,526 $ 236,457

Net income (loss) $ 40,496 $ (22,229) $ (111,067) $ (86,949)

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Adjusted EBITDA $ 9,919 $ 9,344 $ 19,056 $ 15,623

Adjusted EBITDA $ 779 $ 12,000 $ 19,835 $ 27,622

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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 and other related 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.

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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 June September 30, 2026 and 2025.

Three Months Ended June September 30, 2026

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Revenue $ 48,795 $ 21,692 $ 70,487

Gross profit 23,603 4,253 27,856

Gross margin 48 % 20 % 40 %

Stock-based compensation 72 345 417

Restructuring costs (1)

Adjusted Gross Profit $ 30,975 $ 4,862 $ 35,837

Adjusted Gross Margin 63 % 22 % 51 %

Revenue $ 40,686 $ 15,597 $ 56,283

Cost of revenue, excluding depreciation and amortization (18,188) (17,439) (35,627) (16,166) (16,076) (32,242)

Amortization of intangible assets, cost of revenue (3,730) (3,614) — (3,730) (3,614)

Depreciation of property and equipment, cost of revenue (3,274) (3,082) — (3,274) (3,082)

Gross profit 17,824 (479) 17,345

Gross margin 44 % (3) % 31 %

Amortization of intangible assets, cost of revenue 3,730 3,614 — 3,730 3,614

Depreciation of property and equipment, cost of revenue 3,274 3,082 — 3,274 3,082

Stock-based compensation 145 594 739

Restructuring and other related costs (1)

Adjusted Gross Profit $ 24,647 $ 266 $ 24,913

Adjusted Gross Margin 61 % 2 % 44 %

(1) Restructuring and other related costs include severance, restructuring and retention program costs, and other team member costs from our restructuring plans, which included workforce reductions, as well as legal and restructuring. advisory fees related to Project Nexus that are non-recurring and outside the ordinary course of our business. For additional details, refer to Note 20-Restructuring Costs in our condensed consolidated financial statements.

Three Months Ended June September 30, 2025

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Revenue $ 52,876 $ 27,845 $ 80,721

Stock-based compensation 295 1,194 1,489

Revenue $ 52,051 $ 24,272 $ 76,323

Cost of revenue, excluding depreciation and amortization (18,352) (24,128) (42,480) (17,203) (21,304) (38,507)

Amortization of intangible assets, cost of revenue (4,857) (4,554) — (4,857) (4,554)

Depreciation of property and equipment, cost of revenue (3,051) (3,283) — (3,051) (3,283)

Amortization of intangible assets, cost of revenue 4,857 4,554 — 4,857 4,554

Depreciation of property and equipment, cost of revenue 3,051 3,283 — 3,051 3,283

Stock-based compensation 205 991 1,196

1 unchanged paragraph

Restructuring costs (2)

Adjusted Gross Profit $ 34,852 $ 5,112 $ 39,964

Adjusted Gross Margin 66 % 18 % 50 %

Six Months Ended June 30, 2026

Restructuring and other related costs (2)

Adjusted Gross Profit $ 35,500 $ 4,633 $ 40,133

Adjusted Gross Margin 68 % 19 % 53 %

(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 3 in our condensed consolidated financial statements.

(2) Restructuring and other related costs include severance , restructuring and retention program costs, and other team member costs from our restructuring plans, which included workforce reductions, as well as legal and restructuring. advisory fees related to Project Nexus that are non-recurring and outside the ordinary course of our business. For additional details, refer to Note 20-Restructuring Costs in our condensed consolidated financial statements.

Technology gross margin decreased from 50% 52% for the three months ended June September 30, 2025 to 48% 44% for the three months ended June September 30, 2026. Adjusted Technology Gross Margin decreased from 66% 68% for the three months ended June September 30, 2025 to 63% 61% for the three months ended June September 30, 2026. These technology gross margin and Adjusted Technology Gross Margin year-over-year decreases were mainly driven by the disposition of the Vitalware Business in connection with the Vitalware Transaction, costs associated with migrating a subset of DOS clients to Health Catalyst Ignite, and Ninja Universe deployment technology costs incurred prior to the commencement of revenue recognition.

We expect technology gross margin and Adjusted Technology Gross Margin to decline in the near term, primarily due to the disposition of the Vitalware Business in connection with the Vitalware Transaction and additional costs associated with the ongoing migrations to Health Catalyst Ignite and Ninja Universe.

Professional services gross margin increased decreased from 13% 12% for the three months ended June September 30, 2025 to 20% negative 3% for the three months ended June September 30, 2026. Adjusted Professional Services Gross Margin increased decreased from 18% 19% for the three months ended June September 30, 2025 to 22% 2% for the three months ended June September 30, 2026. These professional services gross margin and Adjusted Professional Services Gross Margin year-over-year increases decreases were primarily driven by lower utilization rates in services revenue declining faster than our delivery costs. We have begun aligning those delivery costs with our current contracts, and we expect professional services organization in the prior period and due to our exit of certain lower gross margin Tech-Enabled Managed Services (TEMS) arrangements. to improve over time as we get fully aligned. Our professional services are comprised of data and analytics services, domain expertise services, TEMS, and implementation services. The delivery mix among all of our services in a given period can lead to fluctuations in our professional services gross margin and Adjusted Professional Services Gross Margin.

Total gross margin increased decreased from 38% 39% for the three months ended June September 30, 2025 to 40% 31% for the three months ended June September 30, 2026. Total Adjusted Gross Margin also increased decreased from 50% 53% for the three months ended June September 30, 2025 to 51% 44% for the three months ended June September 30, 2026. We expect total Adjusted Gross Margin to decline in the near term primarily due to the Vitalware Transaction and additional costs associated with the ongoing migrations to Health Catalyst Ignite and Ninja Universe.

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 six nine months ended June September 30, 2026 and 2025.

Nine Months Ended September 30, 2026

2 unchanged paragraphs

Revenue $ 98,263 $ 42,980 $ 141,243

Gross profit 48,051 7,531 55,582

Gross margin 49 % 18 % 39 %

Stock-based compensation 190 894 1,084

Revenue $ 138,949 $ 58,577 $ 197,526

Cost of revenue, excluding depreciation and amortization (35,471) (35,449) (70,920) (51,637) (51,525) (103,162)

Amortization of intangible assets, cost of revenue (7,920) (11,534) — (7,920) (11,534)

Depreciation of property and equipment, cost of revenue (6,821) (9,905) — (6,821) (9,905)

Gross profit 65,873 7,052 72,925

Gross margin 47 % 12 % 37 %

Amortization of intangible assets, cost of revenue 7,920 11,534 — 7,920 11,534

Depreciation of property and equipment, cost of revenue 6,821 9,905 — 6,821 9,905

Stock-based compensation 335 1,488 1,823

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and 349 more changes in the filing

Market risk 4 changes

1 unchanged paragraph

We had cash, cash equivalents, and short-term investments of $103.4 $79.0 million as of June September 30, 2026, which are held primarily for working capital purposes. We do not make investments for trading or speculative purposes.

1 unchanged paragraph

As of June September 30, 2026, a hypothetical 100 basis point change in interest rates would not have had a material impact on the value of our cash equivalents or investment portfolio. Fluctuations in the value of our cash equivalents and investment portfolio caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income and are realized only if we sell the underlying securities prior to maturity.

On July 16, 2024, we entered into the Credit Agreement consisting of a $125 million funded term loan and a delayed draw term loan facility in the aggregate principal amount of $100 million which was undrawn as of the closing date. As of June September 30, 2026, $37.7 million of the delayed draw term loan had been drawn upon. The maturity date of the term loans is was July 16, 2029. The interest that accrues accrued on outstanding principal of the term loans is was payable in cash on a quarterly basis, which portion accrues accrued at a floating rate equal to SOFR plus 6.5% per year. In the event that SOFR is was unavailable, interest will accrue accrued at a floating rate equal to the alternate base rate (as described in the Credit Agreement) plus 5.5% per year. Commencing with the quarter ended December 31, 2024, we are were required to make quarterly principal payments in an amount equal to 0.25% of the aggregate original principal amount. and the final maturity date of the term loans is July 16, 2029. As discussed above, in connection with the closing of the Vitalware Transaction, we voluntarily repaid in full all outstanding obligations under the Credit Agreement primarily on July 31, 2026 using the net cash proceeds from the Vitalware Transaction together with cash on hand. The repayment in full of our obligations under the Credit Agreement resulted in the termination of the Credit Agreement and the simultaneous release in full of all liens thereunder.

4 unchanged paragraphs

Our health system end market recently experienced meaningful financial strain from significant inflation with increases in labor and supply costs without a commensurate increase in revenue, leading to significant margin pressure. We are encouraged that, in general, the operating margins of our health system end market improved in 2024, 2025, and in the first half nine months of 2026 relative to 2022 and 2023. However, it is possible that inflation could negatively impact clients in the future. If our costs, including labor costs, were to become subject to significant inflationary pressures on an ongoing basis, we may not be able to fully offset such higher costs by increasing fees for our Solution. Our inability or failure to do so could harm our business, results of operations, or financial condition.

Controls and procedures 1 change

2 unchanged paragraphs

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June September 30, 2026. Based on the evaluation of our disclosure controls and procedures as of June September 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

5 unchanged paragraphs

Risk factors 5 changes

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In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. If our acquisitions do not yield expected returns or fair value estimates deteriorate, we may be required to take charges to our results of operations based on this impairment assessment process, which could adversely affect our results of operations, such as the goodwill impairment charges of $105.4 million and $95.5 $122.5 million expensed during the year ended December 31, 2025 and December 31, nine months ended September 30, 2026, respectively, which were primarily due to overall declines in our stock price and market capitalization. Further declines in our stock price and market capitalization could result in further impairment charges, which could adversely affect our results of operations.

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Our success depends largely upon the continued services of our key executive officers and recruitment of additional highly skilled employees. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives, including the retirement by Dan Burton from his position as our CEO on February 12, 2026, and the subsequent appointment of Simeon (Sim) Kohl to succeed Benjamin Albert as our CEO on September 14, 2026, which could disrupt our business. Hiring executives with needed skills or the replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives.

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• confidence in and recruitment or departure of key personnel and directors; and

• investor concerns that advances in AI Technologies may disrupt business models of data, analytics and software companies, reduce demand for their products, or alter pricing dynamics; and

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On August 2, 2022, our board of directors authorized and approved the Share Repurchase Plan, pursuant to which we may repurchase up to $40.0 million of our outstanding shares of common stock. We repurchased shares of common stock under this program during the third quarter of 2022, first quarter of 2023 and first quarter of 2025. There were no repurchases made during 2024 and we had $24.8 million available to purchase under the Share Repurchase Plan as of June September 30, 2026. Repurchases of shares of common stock under the Share Repurchase Plan may be made from time to time, in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the discretion of our management, depending on market conditions and corporate needs.

41 unchanged paragraphs

Unregistered sales of stock 1 change

There were no unregistered sales of equity securities during the three months ended June September 30, 2026.

Other information 8 changes

(c) There were no "non-Rule During the three months ended September 30, 2026, the following directors or officers of the Company adopted a "Rule 10b5-1 trading arrangements," arrangement", as defined in Item 408(c) 408(a) of Regulation S-K: adopted , terminated , or modified by our directors or officers during the three months ended June 30, 2026.

Name and Title Type of Trading Arrangement Date Adopted Expiration Date Duration (1)

Total Shares to be Sold

Benjamin Landry, General Counsel

Rule 10b5-1 Trading Arrangement 8/12/2026 9/15/2027 399 days Up to 283,729 (2)

(1) The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) completion of all sales or (b) the expiration date listed in the table.

(2) The 10b5-1 trading arrangement provides for the sale of 71,687 shares of common stock, and net vested shares from certain performance-based restricted stock units (PRSU) awards and certain restricted stock unit (RSU) awards as well as the net number of shares resulting from purchases under the Company's Employee Stock Purchase Plan (ESPP). With respect to the PRSU awards, total shares to be sold reflects a maximum amount that could potentially vest without taking into account that such number is subject to the level of achievement of each performance goal contained within such PRSU awards as well as the number of shares that will be surrendered to the Company or automatically sold to satisfy applicable tax withholding obligations upon vesting of the PRSU awards, which will vary based on the market price of the Company's common stock at the time of vesting. With respect to the RSU awards, total shares to be sold reflects a maximum amount that includes shares that will be surrendered to the Company or automatically sold to satisfy applicable tax withholding obligations upon vesting of the RSU awards, which will vary based on the market price of the Company's common stock at the time of vesting. With respect to the ESPP, the total shares to be sold is up to 5,000 shares (i.e., the maximum number of shares that could be acquired under the ESPP for the period ending on the expiration date of the Rule 10b5-1 trading arrangement), and such number will vary based on the market price of the Company's common stock at the time of the acquisition of shares under the ESPP.

There were no "non-Rule 10b5-1 trading arrangements," as defined in Item 408(c) of Regulation S-K, adopted , terminated , or modified by our directors or officers during the three months ended September 30, 2026.

Exhibits 9 changes

9 unchanged paragraphs

10.1# U nit Purchase Agreement, Offer Letter, dated June September 4, 2026, between Health Catalyst, Inc. and Med -Metrix Simeon Kohl

8-K 10.1 September 8, 2026

10.2# Offer Letter, dated September 4, 2026, between Health Catalyst, Inc. and Benjamin Albert

8-K 10.2 September 8, 2026

10.3# Health Catalyst, Inc. 2026 Employment Inducement Incentive Plan and forms of restricted stock unit award agreement, nonqualified stock option agreement and restricted stock award agreement thereunder

8-K 10.5 September 8, 2026

9 unchanged paragraphs

* The schedules and exhibits to the Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of such exhibits and schedules to the Securities and Exchange Commission upon request.

4 unchanged paragraphs

Chief Financial Officer August 6, 2026

Chief Financial Officer November 5, 2026

1 unchanged paragraph