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HealthEquity (NASDAQ: HQY) boosts severance, revises RSU and PSU vesting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HealthEquity, Inc. updated employment and equity award terms for senior executives. On May 5, 2026 the CEO and five other named executives signed amendments providing enhanced severance if the company terminates them without cause or they resign for good reason, including additional salary and bonus protections around a change in control.

The company also approved new vesting rules for future equity awards granted after March 25, 2026. Time-based restricted stock units can accelerate up to one year of scheduled vesting on certain terminations, while performance-based units can continue on a prorated basis and vest based on actual performance results.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Standard severance salary 12 months of base salary Severance for CEO and other executives on qualifying termination
CEO enhanced salary severance 18 months of base salary If CEO termination occurs within 18 months after change in control
CEO bonus severance multiple 150% of target cash bonus If CEO terminated within 18 months following change in control
Change in control window 18 months Period after change in control for enhanced CEO severance to apply
RSU vesting acceleration period 12 months Time-based RSUs scheduled to vest in 12 months accelerate on qualifying termination
change in control financial
"if his termination occurs on or within 18 months following the consummation of a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
good reason financial
"a resignation by the Executive for good reason (each as defined in the Executives’ existing employment agreements)"
restricted stock units financial
"For any time-based restricted stock units granted to the Executives following March 25, 2026 (the “RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"For any performance-based restricted stock units granted to the Executive following March 25, 2026 (the “PSUs”)"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
general release of claims financial
"including that the Executive execute and not revoke a general release of claims in favor of the Company"
Understanding 8-K Material Events →
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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)

May 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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareHQYThe 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(e)    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2026, each of Scott Cutler (President and Chief Executive Officer), James Lucania (Executive Vice President and Chief Financial Officer), Dr. Stephen Neeleman, M.D. (Founder and Vice Chairman), Michael Fiore (Executive Vice President and Chief Commercial Officer), Sunil Rajasekar (Executive Vice President and Chief Product and Strategy Officer), and Delano Ladd (Executive Vice President and General Counsel) (each an “Executive” and, together, the “Executives,” and such amendments, the “Amendments”) signed amendments to their employment agreements to provide for enhanced severance payments and benefits.
Specifically, upon a termination by the Company without cause or a resignation by the Executive for good reason (each as defined in the Executives’ existing employment agreements): (i) the Amendment to Mr. Cutler’s employment agreement provides that his severance payment will include, in addition to 12 months of base salary, an amount equal to his target cash bonus for the year of termination (or 150% of his target cash bonus, in addition to 18 months of base salary, if his termination occurs on or within 18 months following the consummation of a change in control) and (ii) the Amendment to the employment agreements with the Executives other than Mr. Cutler provides that their severance payment will include, in addition to 12 months of base salary, an amount equal to their target cash bonus for the year of termination if their termination occurs on or within 18 months following the consummation of a change in control.
The Executives’ receipt of all severance payments and benefits under the Executives’ employment agreements (including the enhanced severance payments and benefits pursuant to the Amendments) is subject to certain terms and conditions set forth in the Executives’ employment agreements, including that the Executive execute and not revoke a general release of claims in favor of the Company and its affiliates.
In addition to the Amendments, on March 25, 2026, the Talent, Culture and Compensation Committee of the Board of Directors approved certain vesting terms for equity awards granted following March 25, 2026. For any time-based restricted stock units granted to the Executives following March 25, 2026 (the “RSUs”), upon a termination by the Company without cause or a resignation by the Executive for good reason prior to a change in control, any RSUs scheduled to vest during the 12-month period following such termination will vest and be settled as of such termination. For any performance-based restricted stock units granted to the Executive following March 25, 2026 (the “PSUs”), upon a termination by the Company without cause or a resignation by the Executive for good reason prior to a change in control, a prorated number of the PSUs (based on the number of days employed during the performance period) will remain outstanding and eligible to vest based on actual performance of the Company following the completion of the applicable performance period.
The foregoing description of the Amendments and the vesting terms of the equity awards are qualified in their entirety by reference to the full text of the Amendments and the applicable award agreements, copies of which will be filed with the Company’s next Quarterly Report on Form 10-Q.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits

Exhibit No.Description
104
Cover Page Interactive Data File (formatted in Inline XBRL)



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: May 8, 2026By:/s/ James Lucania
Name:James Lucania
Title:Executive Vice President and Chief Financial Officer



Source: View Original Filing on SEC EDGAR

FAQ

What executive pay changes did HealthEquity (HQY) disclose in this 8-K?

HealthEquity disclosed amendments to executive employment agreements and new vesting rules for future equity awards. These changes enhance severance protections and clarify how restricted stock units and performance-based units behave upon certain terminations and change in control events.

Which HealthEquity (HQY) executives are covered by the new severance amendments?

The amendments cover Scott Cutler, James Lucania, Dr. Stephen Neeleman, Michael Fiore, Sunil Rajasekar, and Delano Ladd. Each executive receives modified severance terms if terminated without cause or resigning for good reason, with additional protections tied to change in control events.

How did HealthEquity (HQY) change CEO severance in connection with a change in control?

For CEO Scott Cutler, severance now includes 18 months of base salary plus 150% of his target cash bonus if termination without cause or resignation for good reason occurs on or within 18 months after a change in control, subject to existing agreement conditions.

What happens to HealthEquity (HQY) executives’ RSUs under the new terms?

For time-based RSUs granted after March 25, 2026, if an executive is terminated without cause or resigns for good reason before a change in control, RSUs scheduled to vest in the 12 months after termination will instead vest and be settled as of the termination date.

How are HealthEquity (HQY) performance-based RSUs (PSUs) treated on qualifying termination?

For PSUs granted after March 25, 2026, a prorated portion based on days employed in the performance period will remain outstanding after a qualifying termination before a change in control and can vest later based on actual company performance for the full performance period.

What conditions must HealthEquity (HQY) executives meet to receive enhanced severance?

Executives must satisfy conditions in their employment agreements, including executing and not revoking a general release of claims in favor of HealthEquity and its affiliates. Compliance with these terms is required to receive both existing and newly enhanced severance payments and benefits.

Filing Exhibits & Attachments

3 documents

Other Documents