HealthEquity: Cutler proposes $112K tax-cover sale

HealthEquity's election under its equity incentive plan requires the tax-withholding obligation to be funded through a “sell to cover” transaction, not a discretionary trade.

Rhea-AI Filing Summary

HealthEquity, Inc. (HQY) reports officer and director Scott Cutler’s proposed sale of 1,230 common shares on October 6, 2026, with an aggregate market value of $112,121.02. The sale is mandated by the issuer’s election under its equity incentive plan to fund a tax-withholding obligation through a “sell to cover” transaction, not a discretionary trade by Cutler. During the three months before the notice, Cutler sold 1,238 shares on July 8, 2026, with an aggregate market value of $117,712.88.

Key Figures

Common shares proposed for sale: 1,230 shares Aggregate market value of proposed sale: $112,121.02 Shares sold during prior three months: 1,238 shares +2 more

5 metrics

Common shares proposed for sale 1,230 shares Proposed sale date: October 6, 2026

Aggregate market value of proposed sale $112,121.02 Proposed sale on October 6, 2026

Shares sold during prior three months 1,238 shares Sale on July 8, 2026

Aggregate market value of prior sale $117,712.88 Sale on July 8, 2026

Shares outstanding 82,715,296 shares Listed in the securities information

Key Terms

sell to cover, tax withholding obligation, Restricted Stock Vesting, Rule 144

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.

tax withholding obligation financial

"satisfaction of a tax withholding obligation"

Restricted Stock Vesting financial

"04/02/2025 | 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.

Rule 144 regulatory

"See the definition of “person” in paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

FAQ

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

How many HQY shares is Scott Cutler proposing to sell?

Scott Cutler’s proposed sale is 1,230 HealthEquity common shares on October 6, 2026, with an aggregate market value of $112,121.02. The sale is mandated by the issuer’s election under its equity incentive plan to fund a tax-withholding obligation through a “sell to cover” transaction.

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

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Available on EDGAR 10/08/2026 - 05:47 PM Accepted by SEC EDGAR 10/08/2026 - 05:46 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	0001715537
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	Scott Cutler
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	Officer
Relationship to Issuer	Director

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	1230	112121.02	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	04/02/2025	Restricted Stock Vesting	ISSUER			1230	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
Scott Cutler C/O HealthEquity, Inc. 15 W.Scenic Pointe Dr. Ste, 100 Draper UT 84020	Common Stock	07/08/2026	1238	117712.88

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. Cutler was previously filed with the U.S. Securities and Exchange Commission on January 14, 2026 as an exhibit to a statement on Form 144 filed by Mr. Cutler 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)