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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 5, 2026
HEALTHEQUITY, INC.
| Delaware |
|
001-36568 |
|
52-2383166 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
15 West Scenic Pointe Drive
Suite 100
Draper,
Utah 84020
(801)
727-1000
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2):
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common stock, par value $0.0001 per share |
|
HQY |
|
The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth 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. ¨
| Item 5.02(b) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
The employment of Michael Fiore, the Chief Commercial
Officer at HealthEquity, Inc. (the “Company”), was terminated by the Company without cause, effective October 5,
2026. The responsibilities of the Chief Commercial Officer will be redistributed to other members of the Company’s management team.
In consideration of Mr. Fiore’s execution,
delivery, and non-revocation of the release of claims against the Company and its subsidiaries and affiliates substantially in the form
attached to his employment agreement, and his continuing compliance with certain restrictive covenants contained therein, Mr. Fiore
will receive the previously negotiated severance payments and benefits set forth in his employment agreement, as detailed in the Company’s
most recent proxy statement filed with the Securities and Exchange Commission on May 13, 2026, and his outstanding equity awards
will be treated in a manner consistent with the terms of the 2014 Stock Incentive Plan, the 2024 Stock Incentive Plan, and his applicable
award agreements, each as previously filed.
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 hereunto duly authorized.
| |
HEALTHEQUITY, INC. |
| |
|
| Date: October 9, 2026 |
By: |
/s/ James Lucania |
| |
Name: |
James Lucania |
| |
Title: |
Executive Vice President and Chief Financial Officer |
