[144] HealthEquity, Inc SEC Filing

Rhea-AI Filing Summary

Grove Collaborative Holdings, Inc. (NYSE: GROV) filed an 8-K disclosing an Amendment to its $100 million Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Yorkville). The original July 18, 2022 SEPA permits Grove to issue up to $100 million of Class A common stock to Yorkville at its discretion over 36 months.

The July 8 2025 amendment makes two material changes: (1) the definition of “Market Price” is revised from the average volume-weighted average price (VWAP) over three trading days to the lowest daily VWAP within that period, and (2) the commitment period is extended to August 1 2027, providing Grove an additional two years of access to the facility.

Implications for investors: The extension enhances Grove’s liquidity flexibility and could reduce financing risk during a challenging macro environment. However, using the lowest VWAP as the pricing floor may lead to lower issuance prices and greater dilution for existing shareholders if the facility is drawn. No immediate share issuance or financial metrics were reported; the amendment simply modifies contractual terms.

Positive

• Extended access to $100 million equity facility through August 1 2027, improving Grove’s liquidity planning window.
• No increase in commitment fee or facility size, preserving existing cost structure while adding time flexibility.

Negative

• Market Price definition changed to lowest daily VWAP, likely resulting in lower issuance prices and higher shareholder dilution.
• Continued reliance on equity financing signals persistent capital needs and may pressure per-share metrics if facility is used.

Insights

Equity Capital Markets Specialist

TL;DR: Extension boosts liquidity, but pricing change heightens dilution risk.

The SEPA now runs to 2027, giving Grove a standing back-stop for equity capital. This is useful for a consumer-products company with uneven cash flows and limited traditional debt capacity. Yet, shifting to the lowest VWAP over three days tilts pricing in Yorkville’s favour and, by design, increases share count needed to raise a given dollar amount. Investors should model a larger potential ownership hit if management taps the facility in a weak tape. Absence of a higher dollar cap means total dilution remains theoretically capped at $100 million, but effective dilution could rise materially if share price weakens.

Sell-side Consumer Products Analyst

TL;DR: Liquidity safety-net secured; neutral overall pending usage.

On balance, the amendment provides strategic flexibility: Grove may postpone or avoid costly external financings while navigating its path to profitability. The longer commitment period coincides with management’s multi-year turnaround plan. The potentially lower issuance price is a concern, but only material if management actively draws on the facility. Investors should monitor actual take-downs disclosed in future 8-Ks and quarterly reports.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Morgan Stanley Smith Barney 2000 Westchester Ave Purchase NY 10577-2530	1049	105814.83	112593	07/03/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	03/30/2022	Restricted Stock Vesting	ISSUER			315	07/03/2025	Compensation
Common Stock	03/29/2023	Restricted Stock Vesting	ISSUER			424	07/03/2025	Compensation
Common Stock	03/27/2024	Restricted Stock Vesting	ISSUER			310	07/03/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Stephen Neeleman C/O HealthEquity, Inc. 15 W. Scenic Pointe Dr. Ste, 100 Draper UT 84020	Common Stock	04/08/2025	9019	720432.78
Stephen Neeleman C/O HealthEquity, Inc. 15 W. Scenic Pointe Dr. Ste, 100 Draper UT 84020	Common Stock	04/03/2025	1316	110380.03

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Grove Collaborative (GROV) announce in its July 8 2025 8-K?

The company amended its Standby Equity Purchase Agreement, extending it to August 1 2027 and revising the pricing formula.

How much capital can Grove raise under the updated SEPA?

Up to $100 million of Class A common stock, the same limit set in 2022.

How was the pricing formula modified?

Shares will now be sold at the lowest daily VWAP during a three-day period instead of the prior three-day average VWAP.

Does the amendment immediately dilute current shareholders?

No. Dilution occurs only if Grove issues shares to Yorkville; the amendment changes terms but no issuance was reported.

Why might Grove need this extended facility?

It provides a liquidity backstop for working capital or strategic initiatives while Grove seeks path to profitability.