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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Health Catalyst, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
42225T107 (CUSIP Number) |
Kurt T. Peterson First Light Asset Management, 3300 Edinborough Way, Suite 201 Edina, MN, 55435 952-831-6500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 42225T107 |
| 1 |
Name of reporting person
First Light Asset Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
13,341,623.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
18.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 42225T107 |
| 1 |
Name of reporting person
Mathew P. Arens | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
13,922,623.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.68 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value |
| (b) | Name of Issuer:
Health Catalyst, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
10897 South River Front Parkway, Suite #300, South Jordan,
UTAH
, 84095. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by First Light Asset Management, LLC ("First Light") and Mathew P. Arens (together, the "Reporting Persons").
First Light provides investment advisory services to private investment vehicles and certain persons holding separately managed accounts ("Separately Managed Accounts" and, together with the private investment vehicles, collectively, "Client Accounts") and, in such capacity, may be deemed to beneficially own 13,341,623 shares of Common Stock ("Common Stock") of Health Catalyst, Inc. (the "Company") held for the accounts of such Client Accounts. Mr. Arens is the Managing Member, CEO and Senior Portfolio Manager of First Light. Shares of Common Stock reported herein for Mr. Arens represent the above-referenced shares reported with respect to First Light. In addition, Mr. Arens individually owns 509,500 shares of Common Stock and shares control over joint accounts (the "Joint Accounts") holding 71,500 shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for any purpose. |
| (b) | The business address of the Reporting Persons is c/o First Light Asset Management, LLC, 3300 Edinborough Way, Suite 201, Edina, Minnesota, 55435. |
| (c) | See Item 2(a). |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or State securities laws or finding any violation with respect to such laws. |
| (f) | See Item 6 of the cover page of each Reporting Person. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons acquired securities of the Company as follows:
(i) Between April 22, 2020 and October 29, 2025, Client Accounts purchased an aggregate of 13,341,623 shares of Common Stock through open market purchases for an aggregate purchase price of approximately $72,714,175.
(ii) Between May 7, 2025 and October 29, 2025, Mr. Arens purchased an aggregate of 509,500 shares of Common Stock through open market purchases for an aggregate purchase price of approximately $1,642,010.
(iii) Between October 13, 2025 and October 30, 2025, the Joint Accounts purchased an aggregate of 71,500 shares of Common Stock through open market purchases for an aggregate purchase price of approximately $217,944.
Payment for shares of Common Stock purchased by Client Accounts was made from working capital of the applicable Client Accounts. Payment for shares of Common Stock purchased by Mr. Arens was made from personal funds. Payments for shares of Common Stock purchased by the Joint Accounts was made from personal funds of Mr. Arens and/or other interest holders in the Joint Accounts. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the securities of the Company reported herein for investment purposes. The Reporting Persons intend to evaluate such investments in the Company and their options with respect to such investments on an ongoing basis.
The Reporting Persons may acquire additional shares of Common Stock and/or other securities of the Company from time to time or may dispose of any or all of such shares or other securities held or beneficially owned by them at any time.
Mr. Arens became a Director of the Company as of December 1, 2025. Mr. Arens has decided to waive any compensation due to him in connection with serving as a Director, except for reimbursement of out-of-pocket expenses related to such service pursuant to the Company's non-employee director compensation policy. Mr. Arens also intends to enter into the Company's standard form indemnification agreement. In connection with his appointment, the Company, First Light and Mr. Arens entered into a letter agreement (the "Letter Agreement"), pursuant to which First Light and Mr. Arens have agreed to abide by certain voting and confidentiality commitments that will remain in effect until Mr. Arens ceases to serve as a director on the Board. The description of the Letter Agreement above is qualified in its entirety by reference to the Exhibit 99.3 hereto, which is incorporated by reference herein.
From time to time, the Reporting Persons may engage in discussions with the Company's Board of Directors and/or members of the Company's management team concerning, without limitation, the business, operations, capital structure, governance, management and strategy of the Company, potential business combinations and strategic alternatives, and other matters concerning the Company.
The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Company at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 7-13 of the cover pages and Item 2 above. |
| (b) | See Items 7-13 of the cover pages and Item 2 above.
The percentages reported herein with respect to the Reporting Persons' beneficial ownership are calculated based upon a statement in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on November 10, 2025, that there were 70,730,884 shares of Common Stock outstanding as of November 5, 2025. |
| (c) | During the sixty day period prior to the filing of this Schedule 13D, the Reporting Persons engaged in the transactions in Common Stock of the Company listed in Exhibit 99.1 hereto. |
| (d) | First Light Focus Fund, LP, for which First Light serves as investment manager, has the right to receive and/or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Common Shares outstanding. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information regarding the Letter Agreement in Item 4 is incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Transactions effected during the sixty day period prior to the filing.
Exhibit 99.2 Joint Filing Agreement by and between the Reporting Persons.
Exhibit 99.3 Letter Agreement by and among the Company and the Reporting Persons, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 2, 2025. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 99.1
Transactions effected during
the sixty day period prior to the filing
During the sixty day period prior to the filing of this Schedule 13D, the Reporting Persons engaged in the transactions in Common Stock of the Company
listed below.
Transactions effected on behalf of the Separately Managed Accounts were effected as a result of investment or redemption decisions made by the persons
holding such Separately Managed Accounts.
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Relevant Party
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Transaction
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Date
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No. Shares
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Price Per Share (1)
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Separately Managed Accounts
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Open Market Purchase
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10/03/2025
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236
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$3.04
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Open Market Purchase
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10/06/2025
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4,962
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$2.93
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Open Market Sale
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10/06/2025
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872
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$2.97
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Open Market Sale
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10/07/2025
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2,224
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$2.93
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Open Market Purchase
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10/08/2025
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6,918
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$2.90 (2)
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Open Market Sale
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10/09/2025
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11
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$2.81
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Open Market Sale
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10/13/2025
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1,094
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$2.70
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Open Market Purchase
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10/15/2025
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68
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$2.97
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Open Market Sale
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10/16/2025
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347
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$3.07 (3)
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Open Market Purchase
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10/20/2025
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374
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$3.16
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Open Market Sale
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10/20/2025
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426
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$3.19
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Open Market Purchase
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10/27/2025
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2,767
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$3.22
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Open Market Sale
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10/28/2025
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1,975
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$3.48
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Open Market Sale
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10/29/2025
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1,099
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$3.46
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Open Market Purchase
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10/29/2025
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809
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$3.44
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Open Market Sale
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11/03/2025
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762
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$3.13
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Open Market Sale
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11/06/2025
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5
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$2.93
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Open Market Sale
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11/07/2025
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545
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$2.81 (4)
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Open Market Sale
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11/12/2025
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43,990
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$2.51 (5)
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Open Market Sale
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11/18/2025
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393
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$2.23
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Open Market Sale
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11/19/2025
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137
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$2.08
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Open Market Sale
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11/20/2025
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632
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$2.11 (6)
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Open Market Sale
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11/21/2025
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32,693
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$2.26 (7)
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Open Market Sale
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11/24/2025
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264
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$2.53 (8)
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Open Market Sale
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11/26/2025
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111
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$2.81
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Open Market Sale
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11/28/2025
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285
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$2.98
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Mr. Arens
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Open Market Purchase
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10/10/2025
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93,000
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$2.65
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Open Market Purchase
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10/13/2025
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7,000
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$2.73
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Open Market Purchase
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10/15/2025
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12,855
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$3.02 (9)
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Open Market Purchase
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10/16/2025
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16,151
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$3.05
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Open Market Purchase
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10/17/2025
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70,994
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$3.05 (10)
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Open Market Purchase
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10/28/2025
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10,000
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$3.43 (11)
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Open Market Purchase
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10/29/2025
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22,000
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$3.31 (12)
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Joint Accounts
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Open Market Purchase
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10/13/2025
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21,000
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$2.70 (13)
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Open Market Purchase
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10/21/2025
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40,000
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$3.16 (14)
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Open Market Purchase
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10/30/2025
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10,500
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$3.31 (15)
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| (1) |
The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the Company, full
information regarding the number of shares sold at each price for which weighted average prices are provided for the transactions reported below.
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| (2) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $2.90 to $2.93 per share.
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| (3) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $3.05 to $3.08 per share.
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| (4) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $2.81 to $2.82 per share.
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| (5) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $2.48 to $2.56 per share.
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| (6) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $2.04 to $2.23 per share.
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| (7) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $2.26 to $2.35 per share.
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| (8) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $2.47 to $2.57 per share.
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| (9) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $3.01 to $3.02 per share.
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| (10) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $2.99 to $3.05 per share.
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| (11) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $3.42 to $3.44 per share.
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| (12) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $3.31 to $3.31 per share.
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| (13) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $2.69 to $2.71 per share.
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| (14) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $3.14 to $3.20 per share.
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| (15) |
Represents the weighted average purchase price of purchase on the transaction date at prices ranging from $3.30 to $3.31 per share.
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Exhibit 99.2
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of December 3, 2025, is by and among First Light Asset Management, LLC and Mathew P. Arens
(collectively, the "Filers").
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or
13D with respect to Common Stock, $0.01 par value per share, of Health Catalyst, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby
agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice
as the Filers may mutually agree) to the other party.
Executed and delivered as of the date first above written.
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FIRST LIGHT ASSET MANAGEMENT, LLC
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By:
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/s/ Kurt T. Peterson
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Kurt T. Peterson, Chief Compliance Officer
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MATHEW P. ARENS
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By:
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/s/ Mathew P. Arens
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Mathew P. Arens
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