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HealthEquity founder gifts 1,500 shares

HealthEquity founder Stephen Neeleman reported a bona fide gift of 1,500 indirectly held shares while retaining significant direct stock and option positions.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HEALTHEQUITY, INC. (HQY) director and founder Stephen Neeleman reported a bona fide gift transfer of 1,500 shares of Common Stock on September 17, 2026, from indirect holdings held by the Stephen and Christine Neeleman Trust. No Rule 10b5-1 trading plan is reported for this transaction. He continues to hold 137,565 shares of Common Stock directly, along with stock options to purchase additional shares at exercise prices of $41.28, $61.72, and $73.61 per share that are immediately exercisable and expire between March 2027 and March 2029.

Positive

  • None.

Negative

  • None.
Insider Neeleman Stephen
Role FOUNDER AND VICE CHAIRMAN
Type Security Shares Price Value
Gift Common Stock F1 1,500 $0.00 $0.00
holding Stock Option (right to buy) F4 -- -- --
holding Stock Options (right to buy) F4 -- -- --
holding Stock Options (right to buy) F4 -- -- --
holding Common Stock -- -- --
holding Common Stock F2 -- -- --
holding Common Stock F3 -- -- --
Holdings After Transaction: Common Stock — 751,235 shares (Indirect, See footnote); Stock Option (right to buy) — 19,897 contracts (Direct); Stock Options (right to buy) — 29,565 contracts (Direct); Common Stock — 137,565 shares (Direct)
Footnotes (4)
  1. F1. Shares held of record by the Stephen and Christine Neeleman Trust.
  2. F2. 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.
  3. F3. 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.
  4. F4. The option is immediately exercisable.
Shares gifted 1,500 shares Bona fide gift of Common Stock on September 17, 2026 from indirect trust holdings
Gift price per share $0.00 per share Reported value for the 1,500-share bona fide gift of Common Stock
Direct Common Stock holding 137,565 shares Common Stock directly held by Stephen Neeleman after the reported transactions
Stock option at $41.28 19,897 underlying shares at $41.28 Stock option on Common Stock expiring March 27, 2027, immediately exercisable
Stock option at $61.72 14,228 underlying shares at $61.72 Stock option on Common Stock expiring March 27, 2028, immediately exercisable
Stock option at $73.61 15,337 underlying shares at $73.61 Stock option on Common Stock expiring March 26, 2029, immediately exercisable
bona fide gift regulatory
"reported a bona fide gift transfer of 1,500 shares of Common Stock"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
indirect ownership financial
"from indirect holdings held by the Stephen and Christine Neeleman Trust"
beneficial ownership regulatory
"The securities are beneficially owned by the Reporting Person's spouse"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
immediately exercisable financial
"The option is immediately exercisable."

FAQ

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

What insider transaction did HQY founder Stephen Neeleman report on this Form 4?

He reported a bona fide gift of 1,500 shares of Common Stock on September 17, 2026, from an indirect holding registered to the Stephen and Christine Neeleman Trust. No cash consideration was reported for this transfer.

Did the HQY Form 4 involve an open market sale or purchase of shares?

No. The Form 4 reports a bona fide gift of 1,500 HQY shares with a reported per-share price of $0.00. It does not show any open market purchases or sales of HealthEquity stock on that date.

How many HQY shares does Stephen Neeleman hold directly after this reported gift?

After the reported gift, Stephen Neeleman holds 137,565 shares of Common Stock directly. The gifted 1,500 shares were from indirect holdings associated with the Stephen and Christine Neeleman Trust.

Were the HQY transactions reported under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is affirmed for these transactions, and the footnotes do not state that the gift or holdings were made under a pre-arranged trading plan.

What indirect ownership interests in HQY stock are disclosed for Stephen Neeleman?

Indirect interests include shares held by the Stephen and Christine Neeleman Trust, shares beneficially owned by his spouse, and shares held by Neeleman Family Holdings, LLC. He disclaims beneficial ownership of spouse and LLC shares except to the extent of any pecuniary interest.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
FOUNDER AND VICE CHAIRMAN
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock137,565D
Common Stock09/17/2026G1,500D$0408,235ISee footnote(1)
Common Stock140,000ISee footnote(2)
Common Stock203,000ISee footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$41.28 (4)03/27/2027Common Stock19,89719,897D
Stock Options (right to buy)$61.72 (4)03/27/2028Common Stock14,22814,228D
Stock Options (right to buy)$73.61 (4)03/26/2029Common Stock15,33715,337D
Explanation of Responses:
1. Shares held of record by the Stephen and Christine Neeleman Trust.
2. 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.
3. 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.
4. The option is immediately exercisable.
/s/ Stephen Neeleman09/18/2026
** Signature of Reporting PersonDate
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)

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