HealthEquity (HQY) director granted 976 stock units in Form 4 filing

Rhea-AI Filing Summary

HealthEquity, Inc. director Rajesh Natarajan reported an equity award in the form of restricted stock units that delivered 976 shares of common stock on February 2, 2026 at a price of $0 per share. Following this transaction, he beneficially owned 15,253 shares directly.

Each restricted stock unit represents a right to receive one share of HealthEquity common stock. The units vested as to 244 shares on February 2, 2026 and are scheduled to vest as to 244 shares each on the first day of May, August, and November of 2026. Vested shares will be delivered to Natarajan on the earlier of February 1, 2033, a change of control of HealthEquity as defined in the 2024 equity incentive plan, his termination of service under that plan, or his death.

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^*

Natarajan Rajesh

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		976(1)	A	$0	15,253	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 vested as to 244 shares on February 2, 2026. The restricted stock units vest as to 244 shares each on the first day of May, August, and November of 2026. 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 2024 equity incentive plan), or the reporting person's termination of service (as defined in the issuer's 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	02/04/2026
	** 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).
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FAQ

What insider transaction did HealthEquity (HQY) report for Rajesh Natarajan?

The filing shows director Rajesh Natarajan acquired 976 shares of HealthEquity common stock on February 2, 2026 at $0 per share. These shares came from vested restricted stock units granted as part of his equity compensation.

How many HealthEquity (HQY) shares does Rajesh Natarajan own after this Form 4?

After the reported transaction, director Rajesh Natarajan beneficially owned 15,253 shares of HealthEquity common stock. The shares are held directly, reflecting his updated ownership following the vesting and delivery of restricted stock units.

What is the vesting schedule for Rajesh Natarajan’s HealthEquity restricted stock units?

The restricted stock units vested as to 244 shares on February 2, 2026. They are scheduled to vest as to 244 shares each on the first day of May, August, and November 2026, according to HealthEquity’s 2024 equity incentive plan.

When will vested HealthEquity (HQY) shares be delivered to Rajesh Natarajan?

Vested shares will be delivered on the earlier of February 1, 2033, a change of control of HealthEquity, Natarajan’s termination of service under the 2024 equity plan, or his death, as specified in the plan terms.

What does each restricted stock unit reported by HealthEquity (HQY) represent?

Each restricted stock unit represents a contingent right to receive one share of HealthEquity common stock. Delivery of those shares depends on the vesting schedule and triggering events defined in the company’s 2024 equity incentive plan.