HealthEquity (HQY) founder reports new stock grants and options

Rhea-AI Filing Summary

HEALTHEQUITY, INC. founder and vice chairman Stephen Neeleman reported equity compensation awards rather than open‑market trades. On March 25, 2026, he received 15,915 restricted stock units, each representing one common share, with 25% vesting on April 1, 2027 and 6.25% quarterly for the next twelve quarters.

He also acquired 23,860 shares of common stock as restricted stock units that vested on March 25, 2026, bringing his directly held common shares to 150,519. Separate option holdings remain outstanding, covering additional shares at exercise prices of $41.28, $61.72 and $73.61 with expirations between 2027 and 2029.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Neeleman Stephen

(Last) (First) (Middle)

C/O HEALTHEQUITY, INC.

15 W. SCENIC POINTE DR., STE. 100

(Street)

DRAPER UTAH 84020

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HEALTHEQUITY, INC. [ HQY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	FOUNDER AND VICE CHAIRMAN

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/25/2026		A		15,915(1)	A	$0	126,659	D
Common Stock	03/25/2026		A		23,860(2)	A	$0	150,519	D
Common Stock								409,735	I	See footnote(3)
Common Stock								140,000	I	See footnote(4)
Common Stock								203,000	I	See footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$41.28							(6)	03/27/2027	Common Stock	19,897		19,897	D
Stock Options (right to buy)	$61.72							(6)	03/27/2028	Common Stock	14,228		14,228	D
Stock Options (right to buy)	$73.61							(6)	03/26/2029	Common Stock	15,337		15,337	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Shares vest as to 25% of the initial award on April 1, 2027. Shares shall vest as to 6.25% thereafter on the first day of each calendar quarter for the twelve calendar quarters following April 1, 2027.

2. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vested as to 23,860 shares on March 25, 2026.

3. Shares held of record by the Stephen and Christine Neeleman Trust.

4. The securities are beneficially owned by the Reporting Person's spouse. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

5. Shares held of record by Neeleman Family Holdings, LLC ("Family Holdings"), a Utah limited liability company. The reporting person is the manager of Family Holdings. The reporting person disclaims beneficial ownership of the shares held by Family Holdings except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares held by Family Holdings for any other purposes.

6. The option is immediately exercisable.

	/s/ Stephen Neeleman	03/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did HealthEquity (HQY) founder Stephen Neeleman acquire in this Form 4?

Stephen Neeleman received equity compensation, not open‑market purchases. He was granted 15,915 restricted stock units and 23,860 common shares from vested restricted stock units on March 25, 2026, increasing his directly held common stock position as reported in the filing.

How many HealthEquity (HQY) shares does Stephen Neeleman hold directly after these awards?

After the March 25, 2026 equity awards, Stephen Neeleman directly holds 150,519 shares of HealthEquity common stock. This figure reflects his updated direct ownership, separate from additional indirect holdings reported through trusts, his spouse, and a family limited liability company.

What is the vesting schedule for Stephen Neeleman’s new HealthEquity (HQY) restricted stock units?

The 15,915 restricted stock units vest over time. Twenty‑five percent of the initial award vests on April 1, 2027, then 6.25% of the units vest on the first day of each calendar quarter for the twelve calendar quarters following April 1, 2027, subject to award terms.

Which HealthEquity (HQY) restricted stock units vested for Stephen Neeleman on March 25, 2026?

Restricted stock units representing 23,860 shares of HealthEquity common stock vested for Stephen Neeleman on March 25, 2026. Each restricted stock unit corresponds to one share, so vesting converted these units into directly held shares as reflected in his updated ownership totals.

What stock options does Stephen Neeleman still hold in HealthEquity (HQY)?

He holds several stock option positions, each immediately exercisable. These options relate to 19,897, 14,228 and 15,337 underlying common shares, with exercise prices of $41.28, $61.72 and $73.61 respectively, and expiration dates ranging from March 27, 2027 to March 26, 2029.

How are Stephen Neeleman’s indirect HealthEquity (HQY) holdings structured?

Indirect holdings are reported through multiple entities and relationships. Shares are held by the Stephen and Christine Neeleman Trust, by his spouse, and by Neeleman Family Holdings, LLC. He disclaims beneficial ownership for his spouse’s shares and for the LLC beyond his pecuniary interest.