Health Catalyst (NASDAQ: HCAT) divests Vitalware to repay term loan debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Health Catalyst, Inc. has signed a definitive Unit Purchase Agreement to sell all equity interests of Vitalware, LLC and its Vitalware business to Med-Metrix for $147 million in cash. Vitalware generated about $37 million in fiscal 2025 revenue.
Subject to regulatory and other closing conditions, including Hart-Scott-Rodino clearance and at least 80% of selected employees accepting offers from Med-Metrix, the deal is expected to close in the third quarter of 2026. Health Catalyst plans to use net proceeds, together with cash on hand, to fully repay and terminate its senior secured term loan facility, which had approximately $160 million of outstanding principal as of March 31, 2026.
The divestiture is positioned as a strategic move to sharpen focus on Health Catalyst’s core data, technology, and AI offerings, supported by a foundation of $2.8 billion in documented outcomes, while strengthening the balance sheet and increasing financial flexibility.
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Insights
Health Catalyst is monetizing Vitalware to reduce debt and refocus on core AI and data assets.
Health Catalyst agreed to sell its Vitalware mid-revenue cycle unit to Med-Metrix for $147 million in cash. Vitalware contributed about $37 million of fiscal 2025 revenue, so this is a meaningful portfolio change rather than a minor divestiture.
The company plans to use net proceeds plus cash on hand to fully repay its senior secured term loan facility, which had roughly $160 million outstanding as of March 31, 2026. Eliminating this debt could reduce interest expense and leave more flexibility to fund Health Catalyst’s core technology and AI roadmap, built on $2.8 billion of documented outcomes.
Execution depends on several conditions, including Hart-Scott-Rodino antitrust clearance, absence of blocking legal orders, and at least 80% of targeted Vitalware employees accepting offers from Med-Metrix. The Outside Date of December 4, 2026, with a potential three‑month regulatory extension, provides a backstop; until closing, there is standard uncertainty around timing and completion.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Vitalware sale price: $147 million cash
Term loan principal: approximately $160 million
Vitalware revenue: approximately $37 million
+4 more
7 metrics
Vitalware sale price
$147 million cash
Aggregate base purchase price for Vitalware business
Term loan principal
approximately $160 million
Outstanding principal on senior secured term loan as of March 31, 2026
Vitalware revenue
approximately $37 million
Vitalware fiscal year 2025 revenue
Documented outcomes
$2.8 billion
Measured outcomes underpinning Health Catalyst’s strategy
Employee acceptance condition
80% threshold
Vitalware employees who must accept offers from Med-Metrix
Outside Date
December 4, 2026
Deadline to consummate transaction, with possible 3‑month extension
Expected closing period
Q3 2026
Anticipated closing timeframe for Vitalware transaction
Key Terms
Unit Purchase Agreement, Hart-Scott-Rodino Antitrust Improvement Act of 1976, senior secured term loan facility, Outside Date, +2 more
6 terms
Unit Purchase Agreement financial
"Health Catalyst entered into a Unit Purchase Agreement with Med-Metrix, LLC"
Hart-Scott-Rodino Antitrust Improvement Act of 1976 regulatory
"including (a) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976"
senior secured term loan facility financial
"to repay and terminate Health Catalyst's existing senior secured term loan facility"
A senior secured term loan facility is a type of borrowed money that a company takes out, which is backed by its valuable assets like property or equipment. Because it is secured by these assets and ranks higher in repayment priority, it is considered safer for lenders and typically offers lower interest rates. For investors, it provides a relatively stable and priority claim on the company's assets if it encounters financial difficulties.
Outside Date regulatory
"if the Transaction is not consummated on or before December 4, 2026 (the "Outside Date")"
An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.
forward-looking statements regulatory
"This on contains “forward-looking statements” within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
mid-revenue cycle financial
"the Vitalware business unit, its mid-revenue cycle business, to Med-Metrix"
Mid-revenue cycle describes the middle phase of a company’s process for turning sales or services into collected cash—after a sale is recorded but before final payment is received. Think of it as the middle section of a conveyor belt where invoices are prepared, claims are processed and follow-ups happen; its efficiency affects how quickly cash flows into the business and how much working capital or risk of write-offs investors should expect.
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): June 4, 2026
__________________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
______________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
________________________________________________________
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 1.01. Entry into a Material Definitive Agreement.
On 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.
The 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.
Upon 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.
The 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.
The 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.
Item 7.01. Regulation FD Disclosure.
On June 4, 2026, Health Catalyst and Buyer issued a press release announcing the Transaction and the execution of the Purchase Agreement. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information being furnished pursuant to this Item 7.01 shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of Health Catalyst, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the expected completion of the transactions contemplated by the Purchase Agreement (including an internal reorganization pursuant to which Health Catalyst will transfer certain assets and liabilities in connection with the Vitalware Business to Vitalware, LLC), the time frame in which the transactions contemplated by the Purchase Agreement will occur, and the planned use of net proceeds received by Health Catalyst in connection with the Transactions, including the planned repayment and termination of Health Catalyst’s existing senior secured term loan facility. Any forward-looking statements contained in this Current Report on Form 8-K are based upon Health Catalyst’s historical performance and its current plans, estimates, and expectations, and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent Health Catalyst’s expectations as of the date of this Current Report on Form 8-K, and involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of Health Catalyst, including the anticipated consummation of the transactions contemplated by the Purchase Agreement, the time frame of the consummation of such transactions, the failure to obtain regulatory approval with respect to such transactions, the failure of other conditions to the consummation of such transactions to be satisfied, the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement, the incurrence of unanticipated costs in consummating the Transaction and the transactions contemplated by the Purchase Agreement, and other risks and uncertainties disclosed in Health Catalyst’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10‑K and any subsequent filings on Forms 10-Q or 8-K, available at www.sec.gov. Except as required by law, Health Catalyst does not intend to update any forward-looking statement contained in this Current Report on Form 8-K to reflect events or circumstances arising after the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
2.1* | Unit Purchase Agreement between Health Catalyst, Inc. and Med-Metrix, LLC, dated as of June 4, 2026. | |||||||
99.1** | Health Catalyst, Inc. press release, dated June 4, 2026. | |||||||
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* 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.
** 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: June 4, 2026 | By: | /s/ Jason Alger | ||||||
| Jason Alger | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
Health Catalyst to Divest Vitalware for $147 Million, Accelerating Strategic Transformation
Transaction reflects a sharper focus on AI and core technology; net proceeds expected to strengthen balance sheet and provide financial flexibility
SALT LAKE CITY, Utah — June 4th, 2026 — Health Catalyst, Inc. (“Health Catalyst” or the “Company,” Nasdaq: HCAT) today announced it has signed a definitive agreement to divest Vitalware, LLC and the Vitalware business unit, its mid-revenue cycle business, to Med-Metrix for a total consideration of $147 million in cash. This divestiture sharpens Health Catalyst's focus on driving measurable improvement for health systems across cost, clinical, and consumer performance, and the Company expects it to accelerate the broader transformation underway.
“This is a big step forward for Health Catalyst. We are concentrating our business around the areas where we have the deepest conviction, and we plan to put the capital structure in place to back our long-term strategy. Vitalware is a great business, and we are pleased to have found a partner in Med-Metrix who is well positioned to carry it forward, which we believe puts both companies in a strong position for what comes next."
— Ben Albert, CEO, Health Catalyst
Health Catalyst expects the transaction to strengthen its balance sheet and provide increased financial flexibility to prioritize the core technology and AI investments that underpin its ability to drive measurable improvement for health systems across cost, clinical, and consumer performance. At its core, the Company’s strategy is built on 18 years of proprietary healthcare improvement data and $2.8 billion in measured outcomes, a foundation that grows more complete with every outcome measured and that serves as the foundation for an AI roadmap that will enable health systems to turn their own results into specific, prioritized action.
The Company plans to use net proceeds from the divestiture upon closing, combined with cash on hand, to fully repay and terminate its existing senior secured term loan facility of approximately $160 million of outstanding principal as of March 31, 2026, plus additional amounts in interest, prepayment premiums and costs.
Med-Metrix, a technology-enabled revenue cycle management company serving provider organizations across the country, will acquire Vitalware. Med-Metrix's resources and focus in revenue cycle management position it to invest in the business more deeply. A best-in-KLAS leader with approximately $37 million in fiscal year 2025 revenue, Vitalware provides software for the financial operations of a health system, a category distinct from the clinical and operational improvement work at the core of Health Catalyst's strategy.
The transaction is expected to close in 2026 subject to the satisfaction of certain specified closing conditions, including the expiration or termination of regulatory waiting periods. Additional details regarding the divestiture are included in Health Catalyst’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 4, 2026.
About Vitalware
Vitalware by Health Catalyst is a suite of mid-revenue solutions that help hospitals and health systems improve coding compliance, chargemaster management, charge capture, and price transparency across the mid-revenue cycle. It combines healthcare-specific data models, applied AI, and expert support to deliver measurable financial and operational results.
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.
Advisors
Raymond James served as the exclusive financial advisor, and Latham & Watkins LLP served as outside legal counsel for Health Catalyst.
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 Health Catalyst’s ability to close on the terms contemplated and the timing of the closing of the divestiture of Vitalware, the expected benefits from the divestiture of Vitalware (including increased financial flexibility), the planned use of proceeds from the divestiture, including the planned repayment and termination of its existing senior secured term loan facility, and Health Catalyst’s ability to execute on its strategic transformation, strategic priorities, long-term strategy, and growth. 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 actual results to differ materially from Health Catalyst’s expectations, plans and prospects, including the benefits that will be derived from this transaction, include without limitation, conditions to closing the divestiture not being satisfied, the failure to obtain regulatory approval with respect to the transaction, Health Catalyst not receiving the expected benefits from the divestiture, and the risk of adverse and unpredictable macro-economic conditions. For a detailed discussion of the risk factors that could affect Health Catalyst’s actual results, please refer to the risk factors identified in Health Catalyst’s SEC reports, including, but not limited to, the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on 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 and further amended on April 30, 2026. All information provided in this release is as of the date hereof, and Health Catalyst undertakes no duty to update or revise this information unless required by law.
Health Catalyst Investor Relations Contact:
Stephanie St. Clair
Finance and Investor Relations, SVP
+1 (855)-309-6800
ir@healthcatalyst.com
Health Catalyst Media Contact:
SVM PR & Marketing
Healthcatalyst@SVMPR.com
FAQ
What transaction did Health Catalyst (HCAT) announce involving Vitalware?
Health Catalyst agreed to sell all equity interests of Vitalware, LLC and its Vitalware business unit to Med-Metrix for a base cash purchase price of $147 million. The deal transfers the company’s mid-revenue cycle business to a buyer focused on revenue cycle management.
How will Health Catalyst (HCAT) use the proceeds from the $147 million Vitalware sale?
Health Catalyst plans to use net proceeds from the $147 million Vitalware divestiture, together with cash on hand, to fully repay and terminate its existing senior secured term loan facility of approximately $160 million in principal as of March 31, 2026, plus interest, premiums, and costs.
When is the Vitalware divestiture to Med-Metrix expected to close for Health Catalyst?
The transaction is expected to close in the third quarter of 2026, subject to specified closing conditions. These include Hart-Scott-Rodino antitrust clearance, absence of blocking legal orders, accurate representations and covenants, and sufficient employee offer acceptances for the Vitalware business.
How does the Vitalware divestiture support Health Catalyst’s strategic focus on AI and core technology?
Health Catalyst describes the Vitalware sale as sharpening focus on its core data, technology, and AI offerings. By divesting a mid-revenue cycle business and using proceeds to deleverage, the company expects more financial flexibility to prioritize core investments underpinned by $2.8 billion in documented outcomes.
What happens if the Health Catalyst–Med-Metrix Vitalware deal does not close by the Outside Date?
Either party may terminate the Purchase Agreement if the transaction has not closed by the December 4, 2026 Outside Date, subject to a three‑month automatic extension to obtain required regulatory approvals, provided other closing conditions are or can be satisfied and the terminating party is not in breach.