HealthEquity (HQY) CFO discloses 2,839-share tax-withholding transaction, holds 104,617 shares

Rhea-AI Filing Summary

HealthEquity, Inc. executive vice president and CFO James M. Lucania reported a Form 4 transaction involving a tax-withholding disposition of company stock. On July 8, 2026, 2,839 shares of common stock were withheld at a price of $95.0831 per share to satisfy tax obligations, a non-market transaction. Following this event, Lucania directly holds 104,617 shares of HealthEquity common stock.

Insights

Insider trading and governance analyst

Routine tax withholding; no discretionary buying or selling signal.

EVP & CFO James M. Lucania reported a Form 4 transaction where 2,839 shares of HealthEquity common stock were disposed of at $95.0831 per share as a tax-withholding disposition. This reflects shares delivered to cover tax liabilities rather than an open-market sale.

The filing shows Lucania directly holding 104,617 shares after the transaction, indicating he retains a substantial equity position. Because the code is F and the action is labeled “payment of exercise price or tax liability by delivering securities,” this event is best viewed as routine compensation-related administration rather than a directional view on the stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lucania James M

Role EVP & CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,839	$95.0831	$270K

Holdings After Transaction: Common Stock — 104,617 shares (Direct, null)

Footnotes (1)

Key Figures

Shares disposed for tax withholding: 2,839 shares Disposition price per share: $95.0831 per share Shares held after transaction: 104,617 shares +2 more

5 metrics

Shares disposed for tax withholding 2,839 shares Common stock delivered on July 8, 2026 to satisfy tax obligations (code F)

Disposition price per share $95.0831 per share Value used for the tax-withholding disposition of 2,839 common shares

Shares held after transaction 104,617 shares Direct ownership of HealthEquity common stock by CFO after the Form 4 transaction

Tax-withholding transactions count 1 transaction Single F-code tax-withholding disposition reported in this Form 4

Tax-withholding shares total 2,839 shares Total shares classified as tax withholding in transaction summary

Key Terms

tax-withholding disposition, Payment of exercise price or tax liability by delivering securities, Form 4

3 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/10/2026 - 04:33 PM Accepted by SEC EDGAR 07/10/2026 - 04:32 PM Learn about SEC filing dates

FAQ

What insider transaction did HealthEquity (HQY) CFO James M. Lucania report?

CFO James M. Lucania reported a tax-withholding disposition of 2,839 shares of HealthEquity common stock. The shares were delivered to satisfy tax obligations, not sold in an open-market transaction.

How many HealthEquity (HQY) shares were involved in James M. Lucania’s Form 4 on July 8, 2026?

The Form 4 reports 2,839 shares of HealthEquity common stock disposed of on July 8, 2026. These shares were used to cover tax liabilities, coded as a tax-withholding disposition (code F).

At what price were the shares valued in the HealthEquity (HQY) CFO’s tax-withholding transaction?

The 2,839 shares were valued at $95.0831 per share. This figure represents the price used for the tax-withholding disposition rather than an open-market sale price determined through a regular stock trade.

How many HealthEquity (HQY) shares does CFO James M. Lucania hold after this Form 4 transaction?

After the reported transaction, James M. Lucania directly holds 104,617 shares of HealthEquity common stock. This post-transaction balance reflects his remaining direct ownership following the tax-withholding disposition.

Does the HealthEquity (HQY) Form 4 indicate open-market buying or selling by the CFO?

No. The Form 4 shows a tax-withholding disposition (code F), described as “payment of exercise price or tax liability by delivering securities.” It does not report any open-market purchases or sales.

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^*

Lucania James M

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026

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	07/08/2026		F		2,839	D	$95.0831	104,617	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:

	/s/ James Lucania	07/10/2026
	** 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)