Form 8-K

8-K — HEALTHEQUITY, INC.

Accession: 0001428336-26-000027

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0001428336

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hqy-20260528.htm (Primary)

EX-99.1 (hqyearningsrelease-fy27q1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hqy-20260528.htm · Sequence: 1

hqy-20260528

0001428336false00014283362026-05-282026-05-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 28, 2026

HEALTHEQUITY, INC.

Delaware

001-36568

52-2383166

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

15 West Scenic Pointe Drive

Suite 100

Draper, Utah 84020

(801) 727-1000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.0001 per share HQY The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 28, 2026, HealthEquity, Inc. issued a press release attached as Exhibit 99.1 to this current report on Form 8-K.

The information in Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1

Press release issued by HealthEquity, Inc. dated May 28, 2026, announcing financial results for its fiscal quarter ended April 30, 2026.

104

Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HEALTHEQUITY, INC.

Date: May 28, 2026 By: /s/ James Lucania

Name: James Lucania

Title: Executive Vice President and Chief Financial Officer

EX-99.1

Filename: hqyearningsrelease-fy27q1.htm · Sequence: 2

Document

HealthEquity Reports First Quarter Ended April 30, 2026 Financial Results

Raises Guidance

Increases Repurchase Program by $1.0 Billion

Highlights of the first quarter include:

•Net income increased 29% to $69.4 million, and net income margin increased to 20% from 16% last year.

•Adjusted EBITDA increased 17% to $164.5 million, and Adjusted EBITDA margin increased to 46% from 42% last year.

•Revenue increased 7% to $354.6 million.

•Net income per diluted share rose 34% to $0.82 from $0.61 one year ago, and non-GAAP net income per diluted share increased 28% to $1.24.

•Total HSA Assets grew 19% to $37.1 billion.

•Returned $123.0 million to shareholders through stock repurchases.

Draper, Utah – May 28, 2026 – HealthEquity, Inc. (NASDAQ: HQY) ("HealthEquity" or the "Company"), the largest independent health savings account ("HSA") custodian by account volume and a leader in consumer-directed benefits ("CDBs"), today announced financial results for its first quarter ended April 30, 2026.

"HealthEquity delivered strong first‑quarter results, with Adjusted EBITDA margin expanding to 46% and a raised fiscal 2027 outlook," said Scott Cutler, President and CEO of HealthEquity. "These results demonstrate that our flywheel is compounding through account and asset growth, deeper member engagement, technology‑enabled efficiency, and increasing operating leverage. As healthcare affordability structurally shifts more responsibility to consumers, demand for trusted healthcare financial solutions continues to expand. Our authorization of an additional $1 billion under our share repurchase program reflects our confidence in the durability and long-term cash-generating power of our model."

HealthEquity’s growth model is built on two reinforcing drivers: growth in member accounts and their HSA Assets over time and expansion in the lifetime value of each member relationship as engagement and activity increase. As accounts mature, these dynamics can compound, supporting durable growth and margin expansion while reducing reliance on short-term employment trends and new account additions in any single period.

First quarter financial results

Revenue for the first quarter ended April 30, 2026 was $354.6 million, an increase of 7% compared to $330.8 million for the first quarter ended April 30, 2025. Revenue this quarter included: service revenue of $122.9 million, custodial revenue of $174.3 million, and interchange revenue of $57.4 million.

Net income was $69.4 million, or $0.82 per diluted share, for the first quarter ended April 30, 2026, compared to $53.9 million, or $0.61 per diluted share, for the first quarter ended April 30, 2025. Net income margin was 20% for the first quarter ended April 30, 2026, compared to 16% for the first quarter ended April 30, 2025.

Non-GAAP net income was $105.1 million, or $1.24 per diluted share, for the first quarter ended April 30, 2026, compared to $85.8 million, or $0.97 per diluted share, for the first quarter ended April 30, 2025.

Adjusted EBITDA was $164.5 million for the first quarter ended April 30, 2026, an increase of 17% compared to the first quarter ended April 30, 2025. Adjusted EBITDA was 46% of revenue, compared to 42% for the first quarter ended April 30, 2025.

Account and asset metrics

HSAs as of April 30, 2026 were 10.6 million, an increase of 8% year over year, including 909,000 HSAs with investments, an increase of 18% year over year. Total Accounts as of April 30, 2026 were 17.8 million, including 7.2 million complementary CDBs.

Total HSA Assets as of April 30, 2026 were $37.1 billion, an increase of 19% year over year. Total HSA Assets included $17.5 billion of HSA cash and $19.6 billion of HSA investments. Client-held funds, which are deposits held on behalf of our Clients to facilitate administration of our CDBs, and from which we generate custodial revenue, were $1.0 billion as of April 30, 2026.

Stock repurchase program

The Company repurchased 1.5 million shares of its common stock for $123.0 million during the first quarter ended April 30, 2026. In May 2026, the Company's board of directors authorized an additional $1.0 billion of common stock repurchases under the program.

Business outlook

For the fiscal year ending January 31, 2027, management expects revenues of $1.410 billion to $1.420 billion. Its outlook for net income is between $242 million and $248 million, resulting in net income of $2.88 to $2.95 per diluted share. Its outlook for non-GAAP net income, calculated using the method described below, is between $392 million and $398 million, resulting in non-GAAP net income per diluted share of $4.66 to $4.73 (based on an estimated 84 million diluted weighted-average shares outstanding). Management expects Adjusted EBITDA of $625 million to $633 million.

See “Non-GAAP financial information” below for definitions of our Adjusted EBITDA and non-GAAP net income. A reconciliation of the non-GAAP financial measures used throughout this release to the most comparable GAAP financial measures is included with the financial tables at the end of this release.

Conference call

HealthEquity management will host a conference call at 4:30 pm (Eastern Time) on Thursday, May 28, 2026 to discuss the fiscal 2027 first quarter financial results. The conference call will be accessible by dialing 1-833-630-1956, or 1-412-317-1837 for international callers, and referencing conference ID "HealthEquity." A live audio webcast of the call will be available on the investor relations section of our website at http://ir.healthequity.com.

Non-GAAP financial information

To supplement our financial information presented on a GAAP basis, we disclose non-GAAP financial measures, including Adjusted EBITDA, non-GAAP net income, and non-GAAP net income per diluted share.

•Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, amortization of incremental costs to obtain a contract, costs associated with unused office space, and certain other non-operating items.

•Non-GAAP net income is calculated by adding back to GAAP net income before income taxes the following items: amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, costs associated with unused office space, and losses on extinguishment of debt, and subtracting a non-GAAP tax provision using a normalized non-GAAP tax rate.

•Non-GAAP net income per diluted share is calculated by dividing non-GAAP net income by diluted weighted-average shares outstanding.

Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We believe that these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. The Company cautions investors that non-GAAP financial information, by its nature, departs from GAAP; accordingly, its use can make it difficult to compare current results with results from other reporting periods and with the results of other companies. In addition, while amortization of acquired intangible assets is being excluded from non-GAAP financial measures, the revenue generated from those acquired intangible assets is not excluded. Whenever we use these non-GAAP financial measures, we provide a reconciliation of the applicable non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measure as detailed in the tables below.

About HealthEquity

HealthEquity and its subsidiaries administer HSAs and other consumer-directed benefits for more than 17 million accounts in partnership with employers, benefits advisors, and health and retirement plan providers who share our mission to save and improve lives by empowering healthcare consumers. For more information, visit www.healthequity.com.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our industry, business strategy, plans, goals and expectations concerning our markets and market position, product expansion, future operations, expenses and other results of operations, revenue, margins, profitability, acquisition synergies, future efficiencies, tax rates, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words “may,” “believes,” “intends,” “seeks,” “aims,” “anticipates,” “plans,” “estimates,” “expects,” “should,” “assumes,” “continues,” “could,” “will,” “future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this press release.

Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although we believe the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to be correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, risks related to the following:

•our ability to adequately place and safeguard our custodial assets, or the failure of any of our depository or insurance company partners;

•our ability to compete effectively in a rapidly evolving healthcare and benefits administration industry;

•our dependence on the continued availability and benefits of tax-advantaged HSAs and other CDBs;

•the impact of fraudulent account activity involving our member accounts or our third-party service providers on our reputation and financial results;

•our ability to successfully identify, acquire and integrate additional portfolio purchases or acquisition targets;

•the significant competition we face and may face in the future, including from those with greater resources than us;

•our reliance on the availability and performance of our technology and communications systems;

•potential future cybersecurity breaches of our technology and communications systems and other data interruptions, including resulting costs and liabilities, reputational damage and loss of business;

•the current uncertain healthcare environment, including changes in healthcare programs and expenditures and related regulations;

•our ability to comply with current and future privacy, healthcare, tax, ERISA, investment adviser and other laws applicable to our business;

•our reliance on partners and third-party vendors for distribution and important services;

•our ability to develop and implement updated features for our technology platforms and communications systems; and

•our reliance on our management team and key team members.

For a detailed discussion of these and other risk factors, please refer to the risks detailed in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and subsequent periodic and current reports. Past performance is not necessarily indicative of future results. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Investor Relations Contact

Richard Putnam

801-727-1000

rputnam@healthequity.com

HealthEquity, Inc. and subsidiaries

Condensed consolidated balance sheets

(in thousands, except par value) April 30, 2026 January 31, 2026

(unaudited)

Assets

Current assets

Cash and cash equivalents $ 265,369 $ 318,927

Accounts receivable, net of allowance for doubtful accounts of $953 and $924 as of April 30, 2026 and January 31, 2026, respectively

122,003 123,696

Prepaid expenses and other current assets 79,156 69,658

Total current assets 466,528 512,281

Property and equipment, net 3,800 3,177

Operating lease right-of-use assets 34,578 36,310

Intangible assets, net 1,073,045 1,097,172

Goodwill 1,648,145 1,648,145

Other assets 80,090 83,247

Total assets $ 3,306,186 $ 3,380,332

Liabilities and stockholders’ equity

Current liabilities

Accounts payable $ 14,219 $ 12,159

Accrued compensation 26,664 60,392

Accrued liabilities 84,941 74,388

Operating lease liabilities 9,916 9,911

Total current liabilities 135,740 156,850

Long-term liabilities

Long-term debt, net of issuance costs 942,656 957,379

Operating lease liabilities, non-current 32,110 34,190

Other long-term liabilities 52,932 31,007

Deferred tax liability 95,353 93,710

Total long-term liabilities 1,123,051 1,116,286

Total liabilities 1,258,791 1,273,136

Commitments and contingencies

Stockholders’ equity

Preferred stock, $0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of April 30, 2026 and January 31, 2026, respectively

— —

Common stock, $0.0001 par value, 900,000 shares authorized, 83,927 and 85,007 shares issued and outstanding as of April 30, 2026 and January 31, 2026, respectively

8 8

Additional paid-in capital 1,901,935 1,916,989

Accumulated earnings 177,204 195,906

Accumulated other comprehensive loss (31,752) (5,707)

Total stockholders’ equity 2,047,395 2,107,196

Total liabilities and stockholders’ equity $ 3,306,186 $ 3,380,332

HealthEquity, Inc. and subsidiaries

Condensed consolidated statements of operations (unaudited)

Three months ended April 30,

(in thousands, except per share data) 2026 2025

Revenue

Service revenue $ 122,932 $ 119,784

Custodial revenue 174,334 156,455

Interchange revenue 57,375 54,605

Total revenue 354,641 330,844

Cost of revenue

Service costs 78,326 88,005

Custodial costs 11,655 10,747

Interchange costs 8,348 7,781

Total cost of revenue 98,329 106,533

Gross profit 256,312 224,311

Operating expenses

Sales and marketing 26,833 25,984

Technology and development 67,767 61,436

General and administrative 31,131 25,536

Amortization of acquired intangible assets 26,515 27,002

Merger integration 1,113 1,275

Total operating expenses 153,359 141,233

Income from operations 102,953 83,078

Other expense

Interest expense (12,588) (14,858)

Other income, net 2,048 2,733

Total other expense (10,540) (12,125)

Income before income taxes 92,413 70,953

Income tax provision 22,995 17,038

Net income $ 69,418 $ 53,915

Net income per share:

Basic $ 0.82 $ 0.62

Diluted $ 0.82 $ 0.61

Weighted-average number of shares used in computing net income per share:

Basic 84,413 86,655

Diluted 85,006 88,415

HealthEquity, Inc. and subsidiaries

Condensed consolidated statements of comprehensive income (unaudited)

Three months ended April 30,

(in thousands, except per share data) 2026 2025

Net income $ 69,418 $ 53,915

Other comprehensive loss

Cash flow hedges

Net unrealized losses (25,897) —

Reclassification of net gains included in net income (148) —

Net change, net of income tax benefit of $8,463 for the three months ended April 30, 2026

(26,045) —

Total other comprehensive loss (26,045) —

Comprehensive income $ 43,373 $ 53,915

HealthEquity, Inc. and subsidiaries

Condensed consolidated statements of cash flows (unaudited)

Three months ended April 30,

(in thousands) 2026 2025

Cash flows from operating activities:

Net income $ 69,418 $ 53,915

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 38,214 38,741

Stock-based compensation 19,406 14,336

Amortization of debt discount and issuance costs

277 265

Amortization of gains on derivatives (196) —

Deferred taxes 10,106 1,324

Changes in operating assets and liabilities:

Accounts receivable, net 1,693 1,750

Prepaid expenses and other current and non-current assets (11,690) (5,702)

Operating lease right-of-use assets 1,732 1,649

Accrued compensation (31,242) (42,210)

Accounts payable, accrued liabilities, and other current liabilities (873) 3,422

Operating lease liabilities, non-current (2,080) (1,968)

Other long-term liabilities 2,761 (784)

Net cash provided by operating activities 97,526 64,738

Cash flows from investing activities:

Purchases of software and capitalized software development costs (15,930) (16,057)

Purchases of property and equipment (362) (86)

Settlement of derivatives, net 2,388 —

Net cash used in investing activities (13,904) (16,143)

Cash flows from financing activities:

Repurchases of common stock (123,314) (59,065)

Principal payments on long-term debt (15,000) —

Settlement of client-held funds obligation, net 716 1,451

Proceeds from exercise of common stock options 418 965

Net cash used in financing activities (137,180) (56,649)

Decrease in cash and cash equivalents (53,558) (8,054)

Beginning cash and cash equivalents 318,927 295,948

Ending cash and cash equivalents $ 265,369 $ 287,894

HealthEquity, Inc. and subsidiaries

Condensed consolidated statements of cash flows (unaudited) (continued)

Three months ended April 30,

(in thousands) 2026 2025

Supplemental cash flow data:

Interest expense paid in cash $ 18,512 $ 20,809

Income tax refunds, net (451) (46)

Supplemental disclosures of non-cash investing and financing activities:

Purchases of software and capitalized software development costs included in accounts payable, accrued liabilities, or accrued compensation 2,001 2,774

Purchases of property and equipment included in accounts payable or accrued liabilities 765 546

Repurchases of common stock included in accrued liabilities 2,858 2,000

Stock-based compensation expense (unaudited)

Total stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive income is as follows:

Three months ended April 30,

(in thousands) 2026 2025

Cost of revenue $ 2,787 $ 3,387

Sales and marketing 4,524 4,870

Technology and development 3,953 5,920

General and administrative 8,142 159

Total stock-based compensation expense $ 19,406 $ 14,336

Total Accounts (unaudited)

(in thousands, except percentages) April 30, 2026 April 30, 2025 % Change January 31, 2026

HSAs 10,635 9,886 8 % 10,570

New HSAs from sales - Quarter-to-date 172 150 15 % 553

New HSAs from sales - Year-to-date 172 150 15 % 1,040

New HSAs from acquisitions - Year-to-date — — * —

HSAs with investments 909 770 18 % 832

CDBs 7,150 7,174 0 % 7,221

Total Accounts 17,785 17,060 4 % 17,791

Average Total Accounts - Quarter-to-date 17,834 17,122 4 % 17,462

Average Total Accounts - Year-to-date 17,834 17,122 4 % 17,220

*Not meaningful

HSA Assets (unaudited)

(in millions, except percentages) April 30, 2026 April 30, 2025 % Change January 31, 2026

HSA cash $ 17,494 $ 17,066 3 % $ 17,982

HSA investments 19,613 14,205 38 % 18,482

Total HSA Assets 37,107 31,271 19 % 36,464

Average daily HSA cash - Quarter-to-date 17,706 17,281 2 % 17,090

Average daily HSA cash - Year-to-date 17,706 17,281 2 % 17,082

HSA cash maturity schedule

The following table summarizes the amount of HSA cash held by our depository partners and insurance company partners that is expected to reprice by fiscal year and the respective average annualized yield currently earned on that HSA cash as of April 30, 2026:

Year ending January 31, (in billions, except percentages) HSA cash expected to reprice Average annualized yield

Remainder of 2027 $ 3.2 1.8 %

2028 2.4 3.9 %

2029 1.7 3.5 %

2030 2.0 4.3 %

Thereafter 7.2 4.0 %

Total (1) $ 16.5 3.6 %

(1)Excludes $1.0 billion of HSA cash held in floating-rate contracts as of April 30, 2026.

Client-held funds (unaudited)

(in millions, except percentages) April 30, 2026 April 30, 2025 % Change January 31, 2026

Client-held funds $ 1,013 $ 925 10 % $ 1,090

Average daily Client-held funds - Quarter-to-date 1,036 902 15 % 879

Average daily Client-held funds - Year-to-date 1,036 902 15 % 864

Reconciliation of net income to Adjusted EBITDA (unaudited)

Three months ended April 30,

(in thousands) 2026 2025

Net income $ 69,418 $ 53,915

Interest income (1,887) (2,733)

Interest expense 12,588 14,858

Income tax provision 22,995 17,038

Depreciation and amortization 11,699 11,739

Amortization of acquired intangible assets 26,515 27,002

Stock-based compensation expense 19,406 14,336

Merger integration expenses 1,113 1,275

Amortization of incremental costs to obtain a contract 2,116 1,926

Costs associated with unused office space 686 852

Other (161) —

Adjusted EBITDA $ 164,488 $ 140,208

Net income and Adjusted EBITDA as a percentage of revenue (unaudited)

Three months ended April 30,

(in thousands, except percentages) 2026 2025 $ Change % Change

Net income $ 69,418 $ 53,915 $ 15,503 29 %

As a percentage of revenue 20 % 16 %

Adjusted EBITDA $ 164,488 $ 140,208 $ 24,280 17 %

As a percentage of revenue 46 % 42 %

Reconciliation of net income outlook to Adjusted EBITDA outlook (unaudited)

Outlook for the year ending

(in millions) January 31, 2027

Net income $242 - 248

Interest income (6)

Interest expense 50

Income tax provision 81 - 83

Depreciation and amortization 50

Amortization of acquired intangible assets 104

Stock-based compensation expense 87

Merger integration expenses 6

Amortization of incremental costs to obtain a contract 9

Costs associated with unused office space 3

Adjusted EBITDA $625 - 633

Note: Values presented may not calculate due to rounding.

Reconciliation of net income to non-GAAP net income (unaudited)

Three months ended April 30,

(in thousands, except per share data) 2026 2025

Net income $ 69,418 $ 53,915

Income tax provision 22,995 17,038

Income before income taxes - GAAP 92,413 70,953

Non-GAAP adjustments:

Amortization of acquired intangible assets 26,515 27,002

Stock-based compensation expense 19,406 14,336

Merger integration expenses 1,113 1,275

Costs associated with unused office space 686 852

Total adjustments to income before income taxes - GAAP 47,720 43,465

Income before income taxes - Non-GAAP 140,133 114,418

Income tax provision - Non-GAAP (1) 35,034 28,604

Non-GAAP net income 105,099 85,814

Diluted weighted-average shares 85,006 88,415

GAAP net income per diluted share $ 0.82 $ 0.61

Non-GAAP net income per diluted share $ 1.24 $ 0.97

(1)The Company utilizes a normalized non-GAAP tax rate to provide better consistency across the interim reporting periods within a given fiscal year by eliminating the effects of non-recurring and period-specific items, which can vary in size and frequency, and which are not necessarily reflective of the Company’s longer-term operations. The normalized non-GAAP tax rate applied to each period presented was 25%. The Company may adjust its non-GAAP tax rate as additional information becomes available and in conjunction with any other significant events occurring that may materially affect this rate, such as merger and acquisition activity, changes in business outlook, or other changes in expectations regarding tax regulations.

Reconciliation of net income outlook to non-GAAP net income outlook (unaudited)

Outlook for the year ending

(in millions, except per share data) January 31, 2027

Net income $242 - 248

Income tax provision 81 - 83

Income before income taxes - GAAP 322 - 330

Non-GAAP adjustments:

Amortization of acquired intangible assets 104

Stock-based compensation expense 87

Merger integration expenses 6

Costs associated with unused office space 3

Total adjustments to income before income taxes - GAAP 200

Income before income taxes - Non-GAAP 522 - 530

Income tax provision - Non-GAAP (1) 131 - 133

Non-GAAP net income $392 - 398

Diluted weighted-average shares 84

GAAP net income per diluted share $2.88 - 2.95

Non-GAAP net income per diluted share $4.66 - 4.73

Note: Values presented may not calculate due to rounding.

Certain terms

Term Definition

HSA Health Savings Account, which is a financial account through which consumers spend and save long-term for healthcare on a tax-advantaged basis.

CDB Consumer-directed benefits offered by employers, including flexible spending and health reimbursement arrangements (“FSAs” and “HRAs”), Consolidated Omnibus Budget Reconciliation Act (“COBRA”) administration, commuter and other benefits.

HSA member Consumers with HSAs that we serve.

Total HSA Assets

HSA members’ custodial cash assets held by our federally insured depository partners and our insurance company partners. Total HSA Assets also includes HSA members' investments held by our custodial investment fund partner.

Client Our employer clients.

Total Accounts The sum of HSAs and CDBs on our platforms.

Client-held funds Deposits held on behalf of our Clients to facilitate administration of our CDBs.

Network Partner Our health plan partners, benefits administrators, and retirement plan recordkeepers.

Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, amortization of incremental costs to obtain a contract, costs associated with unused office space, and certain other non-operating items.

Non-GAAP net income

Calculated by adding back to GAAP net income before income taxes the following items: amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, costs associated with unused office space, and losses on extinguishment of debt, and subtracting a non-GAAP tax provision using a normalized non-GAAP tax rate.

Non-GAAP net income per diluted share Calculated by dividing non-GAAP net income by diluted weighted-average shares outstanding.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover Page

May 28, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

May 28, 2026

Entity File Number

001-36568

Entity Registrant Name

HEALTHEQUITY, INC.

Entity Incorporation, State or Country Code

Entity Tax Identification Number

52-2383166

Entity Address, Address Line One

15 West Scenic Pointe Drive

Entity Address, Address Line Two

Suite 100

Entity Address, City or Town

Draper

Entity Address, State or Province

Entity Address, Postal Zip Code

84020

City Area Code

801

Local Phone Number

727-1000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.0001 per share

Trading Symbol

HQY

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Entity Central Index Key

0001428336

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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No definition available.

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Area code of city

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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