HealthEquity EVP Disposes 6,000 HQY Shares via 10b5-1 Plan

Rhea-AI Filing Summary

Insider sale under 10b5-1 plan: Ladd Delano, Executive Vice President and General Counsel of HealthEquity, Inc. (HQY), reported dispositions of company common stock on 09/19/2025 executed under a Rule 10b5-1 trading plan adopted June 12, 2025. The filings show three sell transactions totaling 6,000 shares at weighted-average prices of $93.9137, $95.0603 and $95.70. Following these transactions the reporting person beneficially owned 79,456 shares. The filer signed the Form 4 on 09/22/2025.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, adopted June 12, 2025, providing an affirmative defense to insider trading claims
• Form 4 filed and signed promptly (signed 09/22/2025), meeting disclosure requirements

Negative

• Insider dispositions totaling 6,000 shares on 09/19/2025, reducing reported beneficial ownership to 79,456 shares
• Sales occurred at market prices (weighted averages reported $93.9137 and $95.0603; one sale at $95.70), which may be perceived by some investors as insider selling

Insights

Corporate Governance Expert

TL;DR: Insider sold 6,000 shares under a pre-established 10b5-1 plan; disclosure is routine and reduces insider holdings modestly.

The transactions were executed pursuant to a 10b5-1 plan adopted June 12, 2025, which provides an affirmative defense to insider trading claims when properly structured. The disposition pattern—multiple executions on the same date at weighted-average prices—fits routine plan-based selling rather than ad-hoc trades. The post-transaction beneficial ownership of 79,456 shares represents a modest reduction from pre-transaction holdings. From a governance standpoint, timely Form 4 reporting and plan disclosure are best practices that reduce regulatory risk.

Securities Analyst

TL;DR: The sale of 6,000 shares at roughly $94–$95 is a small, disclosed insider disposition executed under a trading plan; market impact is likely negligible.

Aggregate shares sold equal 6,000 across three reported dispositions on 09/19/2025 with weighted-average prices disclosed for two groupings and a single-share-weighted price for the third. The use of a 10b5-1 plan suggests pre-scheduled dispositions rather than opportunistic selling. Given the size relative to total reported beneficial ownership (79,456 shares remaining), the trades are unlikely to materially affect valuation or signal significant insider concern based solely on the Form 4.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

X

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^*

Ladd Delano

(Last) (First) (Middle)

C/O HEALTHEQUITY, INC.

15 W. SCENIC POINTE DR., STE. 100

(Street)

DRAPER UT 84020

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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

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

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

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	09/19/2025		S(1)		5,000	D	$93.9137(2)	80,456	D
Common Stock	09/19/2025		S(1)		971	D	$95.0603(3)	79,485	D
Common Stock	09/19/2025		S(1)		29	D	$95.7	79,456	D

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

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.52 to $94.51 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 and 3 of this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.70 to $95.67 inclusive.

	/s/ Delano Ladd	09/22/2025
	** 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.

FAQ

What did HQY insider Ladd Delano disclose on the Form 4?

Ladd Delano disclosed the sale of 6,000 HealthEquity (HQY) shares on 09/19/2025 under a 10b5-1 plan and reported beneficial ownership of 79,456 shares.

Were the sales executed under a trading plan?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on June 12, 2025.

How many shares were sold and at what prices?

Total sold: 6,000 shares (5,000 at weighted-average $93.9137; 971 at weighted-average $95.0603; 29 at $95.70).

When was the Form 4 signed and filed?

The Form 4 bears the reporting person’s signature dated 09/22/2025.

What is the reported beneficial ownership after the sales?

79,456 shares of HealthEquity common stock are reported as beneficially owned following the transactions.