HealthEquity: Fiore proposes $185K share sale

The notice lists earlier sales of 2,045 shares on July 8 and 2,354 shares on July 10, 2026.

Rhea-AI Filing Summary

HealthEquity, Inc. (HQY) reports that former EVP, CCO Michael Henry Fiore proposes to sell 2,032 common shares on October 6, 2026, with an aggregate market value of $185,227.59. HealthEquity’s election under its equity incentive plan mandates the sale to satisfy a tax withholding obligation through a “sell to cover” transaction; it is not a discretionary trade by Fiore.

Key Figures

Proposed sale: 2,032 shares Aggregate market value: $185,227.59 Shares sold: 2,045 shares +3 more

6 metrics

Proposed sale 2,032 shares Common stock; approximate sale date October 6, 2026

Aggregate market value $185,227.59 Proposed sale of common stock

Shares sold 2,045 shares July 8, 2026; sales during the past three months

Aggregate market value $194,444.89 July 8, 2026 sale

Shares sold 2,354 shares July 10, 2026; sales during the past three months

Aggregate market value $223,630.00 July 10, 2026 sale

Key Terms

sell to cover, equity incentive plan, tax withholding obligation, Restricted Stock Vesting

4 terms

sell to cover financial

"funded by a “sell to cover” transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

equity incentive plan financial

"Issuer's election under its equity incentive plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

tax withholding obligation financial

"satisfaction of a tax withholding obligation"

Restricted Stock Vesting financial

"Restricted Stock Vesting"

Restricted stock vesting is the timetable and conditions under which shares granted to employees or insiders become fully owned and can be sold, typically requiring continued work or meeting performance goals. It matters to investors because large blocks of shares can become tradable at once, which can change share supply and price, and because vesting aligns insiders’ incentives with the company’s long‑term performance—think of it like a timed unlock that both rewards and locks in key people.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many HQY shares does Michael Henry Fiore plan to sell?

Michael Henry Fiore, HealthEquity’s former EVP, CCO, proposes to sell 2,032 common shares on October 6, 2026, with an aggregate market value of $185,227.59.

Why is Michael Henry Fiore selling HQY shares?

The sale is required by HealthEquity’s election under its equity incentive plan to fund a tax withholding obligation through a “sell to cover” transaction; it is not a discretionary trade by Fiore.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 07:48 PM Accepted by SEC EDGAR 10/08/2026 - 07:47 PM Learn about SEC filing dates

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	0002016116
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	HEALTHEQUITY, INC.
SEC File Number	001-36568
Address of Issuer	15 WEST SCENIC POINTE DRIVE SUITE 100 DRAPER UTAH 84020
Phone	801.727.1000
Name of Person for Whose Account the Securities are To Be Sold	Michael Henry Fiore
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	Former EVP, CCO

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	2032	185227.59	82715296	10/06/2026	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	03/27/2024	Restricted Stock Vesting	ISSUER			1584	10/06/2026	Compensation
Common Stock	04/02/2025	Restricted Stock Vesting	ISSUER			448	10/06/2026	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
Michael Fiore C/O HealthEquity, Inc. 15 W.Scenic Pointe Dr. Ste, 100 Draper UT 84020	Common Stock	07/08/2026	2045	194444.89
10b5-1 Sales for Michael Fiore C/O HealthEquity, Inc. 15 W.Scenic Pointe Dr. Ste, 100 Draper UT 84020	Common Stock	07/10/2026	2354	223630.00

144: Remarks and Signature

Remarks	This sale is mandated by the Issuer's election under its equity incentive plan to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. The Power of Attorney given by Mr. Fiore was previously filed with the U.S. Securities and Exchange Commission on April 4, 2025 as an exhibit to a statement on Form 144 filed by Mr. Fiore with respect to HealthEquity, Inc. and is hereby incorporated by reference.
Date of Notice	10/08/2026
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	/s/ Michael Newton, Attorney-in-Fact
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)