UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1

 (Mark One)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2023
 or
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _____ to _____
 Commission File Number: 001-38993
 HEALTH CATALYST, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
 45-3337483

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification Number)

 10897 South River Front Parkway #300
 South Jordan, UT 84095
 ( 801) 708-6800
 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class

 Trading Symbol(s)

 Name of exchange on which registered

 Common Stock, par value $0.001 per share

 HCAT

 The Nasdaq Global Select Market

 Securities registered pursuant to Section 12(g) of the Act: None
 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer

 Accelerated Filer

 Emerging growth company

 Non-accelerated Filer

 Smaller reporting 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.
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $ 688.2 million based on the closing price of a share of common stock on June 30, 2023 as reported by the Nasdaq Global Select Market, or Nasdaq, for such date.
 As of February 15, 2024, the Registrant had 58,563,005 shares of common stock outstanding.
 DOCUMENTS INCORPORATED BY REFERENCE
 Part III incorporates information by reference from the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in connection with the registrant's 2024 Annual Meeting of Stockholders.

 EXPLANATORY NOTE

 Health Catalyst, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10 K for the year ended December 31, 2023, which was originally filed with the Securities and Exchange Commission on February 22, 2024 (the "Form 10 K"), for the purpose of correcting inadvertent omissions pertaining to certain references to internal control over financial reporting that were required to be provided in the Section 302 Certifications of the Company's principal executive officer and principal financial officer (the "Section 302 Certifications") as filed with the Form 10-K. The Exhibits 31.1 and 31.2 filed with the Form 10-K inadvertently omitted from the Section 302 Certifications (i) the introductory language in paragraph 4 that refers to the certifying officer's responsibility for establishing and maintaining internal control over financial reporting for the Company; and (ii) paragraph 4(b) regarding the design of internal control over financial reporting. The Company hereby amends the Form 10-K by resubmitting the corrected versions of Exhibits 31.1 and 31.2 with this Amendment.

 This Amendment neither reflects events occurring after the filing of the Form 10 K nor modifies or updates those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment speaks as of the original filing date of the Form 10 K, and does not modify, amend or update any other item or disclosures in the Form 10 K.

 Item 15. Exhibits and Financial Statement Schedules
 (c) Exhibits
 See the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K.

 EXHIBIT INDEX
 Exhibit
 Number

 Description of Document
 Incorporated by
 Reference from Form

 Incorporated by Reference
from Exhibit Number
 Date Filed

 3.1
 Amended and Restated Certificate of Incorporation.

 S-1/A
 3.2

 3.2
 Amended and Restated Bylaws.

 S-1/A
 3.4

 3.3
 Amendment to the Amended and Restated Bylaws

 3.1
 August 2, 2021

 4.1
 Form of common stock certificate.

 S-1/A
 4.1

 4.2
 Fifth Amended and Restated Registration Agreement, dated February 6, 2019, by and among the Registrant and certain of its stockholders.

 S-1
 4.2

 4.3
 Fifth Amended and Restated Investor Rights Agreement, dated February 6, 2019, by and among the Registrant and certain of its stockholders.

 S-1
 4.3

 4.4
 Fifth Amended and Restated Stockholders Agreement, dated February 6, 2019, by and among the Registrant and certain of its stockholders.

 S-1
 4.4

 4.5
 Amendment No. 1 to Financing Documents, dated July 10, 2019, by and among the Registrant and certain of its stockholders.

 S-1/A
 4.5

 4.6
 Description of securities registered under Section 12 of the Exchange Act.

 4.6
 February 28, 2020

 10.1#
 Non-Employee Director Compensation Policy.

 10.13

 10.2#
 2019 Stock Option and Incentive Plan, and forms of agreements thereunder.

 S-1/A
 10.12

 10.3#
 Amended and Restated 2011 Stock Incentive Plan, and forms of agreements thereunder.

 S-1
 10.13

 10.4#
 2019 Employee Stock Purchase Plan.

 S-1/A
 10.14

 10.5#
 Executive Severance Plan.

 S-1/A
 10.16

 10.6#
 Offer Letter, dated August 7, 2020, between the Registrant and Kevin Freeman.

 10.6
 February 28, 2023

 10.7#
 Offer Letter, dated September 26, 2011, between the Registrant and Daniel Burton.

 S-1
 10.6

 10.8#
 Offer Letter, dated March 27, 2014, between the Registrant and Bryan Hunt.

 10.10
 February 25, 2021

 10.9#
 Offer Letter, dated May 22, 2013, between the Registrant and Linda Llewelyn.

 S-1
 10.10

 10.10#
 Offer Letter, dated April 4, 2013, between the Registrant and Jason Alger.

 10.15
 February 25, 2021

 10.11#
 Offer Letter, dated March 27, 2023, between the Registrant and Anne Marie Bickmore.

 10.1
 May 10, 2023

 10.12#
 Offer Letter, dated March 27, 2023, between the Registrant and Ben Landry.

 10.2
 May 10, 2023

 10.13#
 Separation and Release Agreement, dated December 4, 2023, between the Registrant and Anne Marie Bickmore.

 10.13

 10.14#
 Senior Executive Cash Incentive Bonus Plan.

 S-1
 10.15

 10.15#
 Form of Indemnification Agreement, between the Registrant and each of its executive officers and directors.

 S-1
 10.18

 21.1
 Subsidiaries of Registrant.

 21.1

 23.1
 Consent of Independent Registered Public Accounting Firm.

 23.1

 24.1
 Power of Attorney (included on signature page to this Annual Report on Form 10-K).

 24.1

 31.1
 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2
 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1^
 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.1

 Policy for Recovery of Erroneously Awarded Compensation

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 ___________________
 # Indicates management contract or compensatory plan.
 ^ The certifications attached as Exhibit 32.1 accompanying this Annual Report on Form 10-K, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Health Catalyst, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

 SIGNATURES
 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, thereunto duly authorized.

 HEALTH CATALYST, INC.

 Date: 4/23/2024
 By:
 /s/ Daniel Burton

 Daniel Burton

 Chief Executive Officer
 (Principal Executive Officer)

 Date: 4/23/2024
 By:
 /s/ Jason Alger

 Jason Alger

 Chief Financial Officer
 (Principal Financial and Accounting Officer)