HQY Form 4: Founder Neeleman Sells 1,058 Shares, Retains 753K Indirect

Rhea-AI Filing Summary

Stephen Neeleman, Founder and Vice Chairman of HealthEquity, Inc. (HQY), reported changes in his beneficial ownership on 10/06/2025. He disposed of 1,058 shares of common stock at a price of $88.5674 per share, reducing his direct holdings to 111,535 shares. The sale is recorded under transaction code F (a disposition).

The filing also shows substantial indirect ownership: 550,235 shares held of record by the Stephen and Christine Neeleman Trust and 203,000 shares held by Neeleman Family Holdings, LLC, for which he is the manager. Mr. Neeleman continues to hold stock options exercisable for 19,897, 14,228, and 15,337 shares with exercise prices of $41.28, $61.72, and $73.61 respectively; the $41.28 option is immediately exercisable.

Positive

• Retained large indirect ownership of 550,235 and 203,000 shares, indicating continued alignment with shareholder interests
• Outstanding options have exercise prices ($41.28, $61.72, $73.61) below the reported sale price ($88.5674), suggesting potential economic upside if market price remains

Negative

• Direct sale of 1,058 shares at $88.5674 reduced direct holdings to 111,535 shares
• Disposition recorded (code F) could precede further sales; a pattern of dispositions would be negative if repeated

Insights

Corporate Governance Expert

Insider sold a small portion of direct holdings while retaining large indirect and option positions.

The reported disposition of 1,058 shares reduces direct ownership to 111,535 shares, but substantial indirect holdings of 550,235 and 203,000 shares remain under trust and family entities. Such filings often reflect routine liquidity needs or portfolio rebalancing rather than a change in control given the large retained stake.

Key dependencies include whether additional sales occur and the exercisability timeline for options, particularly the immediately exercisable option for 19,897 shares. Monitor subsequent Section 16 filings for any pattern of sales over the next weeks.

Insider Transactions Analyst

Small sale at $88.5674 per share amid large option grants with lower strike prices.

The sale price of $88.5674 is above the listed option exercise prices of $41.28, $61.72, and $73.61, which means exercising options could be economically attractive if market price remains similar. The filing notes one option is immediately exercisable, creating flexibility for future transactions.

Risks include potential future sales that could signal changing insider sentiment; look for additional Form 4s or aggregate sales over the next quarter to assess materiality.

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^*

Neeleman Stephen

(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
X	Officer (give title below)		Other (specify below)
	FOUNDER AND VICE CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		F		1,058	D	$88.5674	111,535	D
Common Stock								550,235	I	See footnote(1)
Common Stock								203,000	I	See footnote(2)

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							(3)	03/27/2027	Common Stock	19,897		19,897	D
Stock Options (right to buy)	$61.72							(3)	03/27/2028	Common Stock	14,228		14,228	D
Stock Options (right to buy)	$73.61							(3)	03/26/2029	Common Stock	15,337		15,337	D

Explanation of Responses:

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

2. 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.

3. The option is immediately exercisable.

	/s/ Stephen Neeleman	10/08/2025
	** 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 Stephen Neeleman report on Form 4 for HQY?

He reported a disposition of 1,058 common shares on 10/06/2025 at $88.5674, leaving 111,535 direct shares and maintaining large indirect holdings.

How many shares does Neeleman indirectly control after this filing (HQY)?

He indirectly holds 550,235 shares via a trust and 203,000 shares via Neeleman Family Holdings, LLC.

Does Neeleman have exercisable options in HQY?

Yes. He holds options exercisable for 19,897, 14,228, and 15,337 shares with strikes of $41.28, $61.72, and $73.61; the $41.28 option is immediately exercisable.

What does transaction code F mean on a Form 4?

Transaction code F indicates a disposition of securities; in this filing it denotes the sale of 1,058 common shares.

Could the sale signal a change in control at HealthEquity (HQY)?

No. The filing shows continued substantial indirect ownership totaling 753,235 shares across trust and family holdings, which suggests no immediate change in control is indicated by this single small sale.