HealthEquity director granted 2,877 stock units

Natarajan Rajesh reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Natarajan Rajesh reported acquisition or exercise transactions in this Form 4 filing.

HealthEquity, Inc. director Rajesh Natarajan received an equity grant of 2,877 shares of common stock in the form of restricted stock units. The award was granted at no cash cost to him and is structured as part of his compensation.

Each restricted stock unit represents one share of common stock and will vest in full on the earlier of June 25, 2027 or the company’s next annual stockholder meeting in June 2027. After this grant, Natarajan directly holds 18,130 shares of HealthEquity common stock.

Vested shares will be delivered on the earlier of February 1, 2033, a change of control of HealthEquity, Natarajan’s termination of service, or his death, tying the award’s value to his continued board service and long-term company outcomes.

Insider Trade Summary

Grant/Award: 2,877 shares

Grant/Award 1 txn

Insider Natarajan Rajesh

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,877	$0.00	$0.00

Holdings After Transaction: Common Stock — 18,130 shares (Direct)

Footnotes (1)

1. F1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest in full on the earlier of; (i) June 25, 2027, or (ii) the date of the issuer's next annual stockholder meeting in June 2027. Vested shares will be delivered to the reporting person on the earlier of February 1, 2033, a change of control of the issuer (as defined in the issuer's Amended and Restated 2024 Equity Incentive Plan), or the reporting person's termination of service (as defined in the issuer's Amended and Restated 2024 Equity Incentive Plan), or the reporting person's death.

Key Figures

RSU grant size: 2,877 shares Post-grant holdings: 18,130 shares Vesting date: June 25, 2027 +2 more

5 metrics

RSU grant size 2,877 shares Restricted stock units granted to director on June 25, 2026

Post-grant holdings 18,130 shares Common stock directly owned after the transaction

Vesting date June 25, 2027 Full vesting or earlier at next annual stockholder meeting in June 2027

Latest delivery date February 1, 2033 Latest scheduled date for delivery of vested shares

Trigger events for delivery Change of control, termination, or death Alternative earlier delivery triggers for vested shares

Key Terms

restricted stock unit, change of control, Equity Incentive Plan, termination of service

4 terms

restricted stock unit financial

"Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

change of control financial

"a change of control of the issuer (as defined in the issuer's Amended and Restated 2024 Equity Incentive Plan)"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Equity Incentive Plan financial

"as defined in the issuer's Amended and Restated 2024 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

termination of service financial

"the reporting person's termination of service (as defined in the issuer's Amended and Restated 2024 Equity Incentive Plan)"

FAQ

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

What did HealthEquity (HQY) director Rajesh Natarajan receive in this Form 4 filing?

Rajesh Natarajan received an equity grant of 2,877 restricted stock units, each representing one share of HealthEquity common stock. The grant was awarded at no cash cost as part of his director compensation package.

When do Rajesh Natarajan’s new HealthEquity (HQY) restricted stock units vest?

The 2,877 restricted stock units vest in full on the earlier of June 25, 2027 or HealthEquity’s next annual stockholder meeting in June 2027. This creates a clear time-based vesting schedule linked to his ongoing board service.

When will shares from Rajesh Natarajan’s HealthEquity (HQY) RSUs be delivered?

Vested shares will be delivered on the earlier of February 1, 2033, a change of control of HealthEquity, Natarajan’s termination of service, or his death. These deferred delivery terms align the grant with long-term company and service milestones.

How many HealthEquity (HQY) shares does Rajesh Natarajan hold after this grant?

After the 2,877-share restricted stock unit grant, Rajesh Natarajan directly holds 18,130 shares of HealthEquity common stock. This figure reflects his reported direct ownership following the compensation-related equity award.

Is Rajesh Natarajan’s HealthEquity (HQY) transaction a market purchase or sale?

The transaction is not a market purchase or sale; it is a grant of 2,877 restricted stock units at a price of $0.00 per share. It reflects stock-based compensation rather than an open-market trade in HealthEquity shares.

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

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Accepted by SEC EDGAR 06/29/2026 - 04:33 PM Learn about SEC filing dates

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
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^*

Natarajan Rajesh

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

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	06/25/2026		A		2,877(1)	A	$0	18,130	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. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest in full on the earlier of; (i) June 25, 2027, or (ii) the date of the issuer's next annual stockholder meeting in June 2027. Vested shares will be delivered to the reporting person on the earlier of February 1, 2033, a change of control of the issuer (as defined in the issuer's Amended and Restated 2024 Equity Incentive Plan), or the reporting person's termination of service (as defined in the issuer's Amended and Restated 2024 Equity Incentive Plan), or the reporting person's death.

Remarks:

The Power of Attorney given by Mr. Natarajan was previously filed with the U.S. Securities and Exchange Commission on June 26, 2023, as an exhibit to a statement on Form 4 filed by Mr. Natarajan with respect to HealthEquity, Inc. and is hereby incorporated by reference.

	/s/ Michael Newton, Attorney-in-Fact	06/29/2026
	** 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)