On June 4, 2026, we entered into a Unit Purchase Agreement (the Vitalware Purchase Agreement) with Med-Metrix, LLC (Med-Metrix), pursuant to which, among other things, we agreed to sell all of the equity interests of Vitalware, LLC, through which we conduct our Vitalware business (the Vitalware Business), to Med-Metrix (the Vitalware Transaction). The base purchase price for the Vitalware Business is $147 million, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses as more fully set forth in the Purchase Agreement.

In June 2026, certain assets and liabilities representing the Vitalware Business met the held for sale criteria. We record assets and liabilities held for sale at the lower of their carrying value or their estimated fair value less cost to sell. Immediately prior to such classification, elements of the disposal group were evaluated for impairment under their respective models and no impairment adjustment was recorded. We did not recognize any gains or losses upon classification of held for sale during the three months ended June 30, 2026, and depreciation and amortization ceased upon classification as held for sale. See Note 5 - Goodwill and Intangible Assets for further information about the allocation of goodwill to the Vitalware Business sold.


Assets held for sale
Accounts receivable, net	$	5,430
Prepaid expenses and other assets	1,579
Property and equipment, net	3,038
Intangibles, net	6,201
Goodwill	75,176
Total assets held for sale	$	91,424

Liabilities associated with assets held for sale
Accounts payable	$	124
Accrued liabilities	751
Deferred revenue	11,258

Total liabilities associated with assets held for sale	$	12,133

The pre-tax income of the Vitalware Business designated as held for sale was $4.2 million and $2.9 million for the three months ended June 30, 2026 and 2025, respectively, and $7.5 million and $5.3 million for the six months ended June 30, 2026 and 2025, respectively, the results of which exclude the allocation of overhead.

Although the Vitalware Business meets the held for sale criteria, its proposed disposal does not represent a strategic shift for Health Catalyst’s operations and therefore did not meet the discontinued operations criteria.