HealthEquity (HQY) CEO receives 72,754 restricted stock units award

Rhea-AI Filing Summary

Cutler Scott reported acquisition or exercise transactions in this Form 4 filing.

HealthEquity, Inc. President and CEO Scott Cutler received an equity grant of 72,754 shares of common stock in the form of restricted stock units. The award was recorded at a price of $0.00 per share because it is compensation, not an open‑market purchase.

Each unit represents a contingent right to one share of common stock. The grant will vest over time, with 25% vesting on April 1, 2027, and 6.25% vesting on the first day of each calendar quarter for the following twelve quarters. After this grant, Cutler directly holds 182,574 shares of common stock, reflecting both existing ownership and the newly awarded units as reported.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cutler Scott

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	72,754	$0.00	--

Holdings After Transaction: Common Stock — 182,574 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Cutler Scott

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

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	03/25/2026		A		72,754(1)	A	$0	182,574	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. Shares vest as to 25% of the initial award on April 1, 2027. Shares shall vest as to 6.25% thereafter on the first day of each calendar quarter for the twelve calendar quarters following April 1, 2027.

Remarks:

The Power of Attorney given by Mr. Cutler was previously filed with the U.S. Securities and Exchange Commission on January 10, 2025 as an exhibit to a statement on Form 3 filed by Mr. Cutler with respect to HealthEquity, Inc. and is hereby incorporated by reference.

	/s/ Michael Newton, Attorney-in-Fact	03/27/2026
	** 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)

FAQ

What insider transaction did HealthEquity (HQY) report for CEO Scott Cutler?

HealthEquity reported that President and CEO Scott Cutler received a grant of 72,754 restricted stock units. These units are compensation awards, not open-market purchases, and each unit represents a right to receive one share of common stock upon vesting.

How do Scott Cutler’s 72,754 restricted stock units at HealthEquity (HQY) vest?

The 72,754 restricted stock units vest over several years. Twenty-five percent vest on April 1, 2027, and an additional 6.25% vests on the first day of each calendar quarter for the next twelve quarters, creating a gradual, time-based vesting schedule.

Did HealthEquity (HQY) CEO Scott Cutler buy shares in the market in this Form 4?

No, Scott Cutler did not buy shares in the open market. The Form 4 shows a compensation-related grant coded as an acquisition, with a transaction price of $0.00 per share, reflecting an award of restricted stock units rather than a cash purchase.

How many HealthEquity (HQY) shares does Scott Cutler hold after this grant?

After the reported grant, Scott Cutler directly holds 182,574 shares of HealthEquity common stock. This figure includes his position following the 72,754 restricted stock units awarded, as disclosed in the Form 4’s total shares following the transaction field.

What does the A transaction code mean in the HealthEquity (HQY) Form 4 for Scott Cutler?

The A transaction code indicates a grant, award, or other acquisition of securities. For Scott Cutler, it represents a compensation grant of 72,754 restricted stock units, rather than an open-market trade, aligning with his role as President and CEO of HealthEquity.