Form 8-K

8-K — HEALTHEQUITY, INC.

Accession: 0001428336-26-000040

Filed: 2026-08-27

Period: 2026-08-27

CIK: 0001428336

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hqy-20260827.htm (Primary)

EX-99.1 (hqyearningsrelease-fy27q2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hqy-20260827.htm · Sequence: 1

hqy-20260827

0001428336false00014283362026-08-272026-08-27

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)

August 27, 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 August 27, 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 August 27, 2026, announcing financial results for its fiscal quarter ended July 31, 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: August 27, 2026 By: /s/ James Lucania

Name: James Lucania

Title: Executive Vice President and Chief Financial Officer

EX-99.1

Filename: hqyearningsrelease-fy27q2.htm · Sequence: 2

Document

HealthEquity Reports Second Quarter Ended July 31, 2026 Financial Results

Highlights of the second quarter include:

•Net income increased 10% to $65.6 million, and net income margin increased to 19% from 18% last year.

•Adjusted EBITDA increased 11% to $167.0 million, and Adjusted EBITDA margin increased to 48% from 46% last year.

•Revenue increased 8% to $350.7 million.

•Net income per diluted share rose 15% to $0.78 from $0.68 one year ago, and non-GAAP net income per diluted share increased 15% to $1.24.

•Total HSA Assets grew 14% to $37.9 billion.

•Returned $108.1 million to shareholders through stock repurchases.

Draper, Utah – August 27, 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 second quarter ended July 31, 2026.

"HealthEquity delivered a record-setting second quarter, with record Adjusted EBITDA margin of 48%, record HSA accounts of 10.7 million and record HSA Assets of nearly $38 billion," said Scott Cutler, President and CEO of HealthEquity. "These results reflect strong execution across the business and the durability of our model as growth comes from more places, member relationships deepen and technology-enabled efficiency improves how we serve members and clients. This momentum gives us confidence to raise fiscal 2027 guidance and enter the second half focused on scaling efficiently and creating long-term value."

Second quarter financial results

Revenue for the second quarter ended July 31, 2026 was $350.7 million, an increase of 8% compared to $325.8 million for the second quarter ended July 31, 2025. Revenue this quarter included: service revenue of $124.4 million, custodial revenue of $175.9 million, and interchange revenue of $50.4 million.

Net income was $65.6 million, or $0.78 per diluted share, for the second quarter ended July 31, 2026, compared to $59.9 million, or $0.68 per diluted share, for the second quarter ended July 31, 2025. Net income margin was 19% for the second quarter ended July 31, 2026, compared to 18% for the second quarter ended July 31, 2025.

Non-GAAP net income was $103.8 million, or $1.24 per diluted share, for the second quarter ended July 31, 2026, compared to $94.6 million, or $1.08 per diluted share, for the second quarter ended July 31, 2025.

Adjusted EBITDA was $167.0 million for the second quarter ended July 31, 2026, an increase of 11% compared to the second quarter ended July 31, 2025. Adjusted EBITDA was 48% of revenue, compared to 46% for the second quarter ended July 31, 2025.

Account and asset metrics

New HSAs from sales were 202 thousand, an increase of 24% compared to the second quarter ended July 31, 2025. HSAs as of July 31, 2026 were 10.7 million, an increase of 8% year over year, including 0.9 million HSAs with investments, an increase of 20% year over year. Total Accounts as of July 31, 2026 were 17.8 million, including 7.0 million complementary CDBs.

Total HSA Assets as of July 31, 2026 were $37.9 billion, an increase of 14% year over year. Total HSA Assets included $17.4 billion of HSA cash and $20.6 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 $0.9 billion as of July 31, 2026.

Stock repurchase program

The Company repurchased 1.2 million shares of its common stock for $108.1 million during the second quarter ended July 31, 2026. As of July 31, 2026, $948.4 million of common stock remained authorized for repurchase under the stock repurchase program.

Business outlook

For the fiscal year ending January 31, 2027, management is raising guidance and now expects revenues of $1.411 billion to $1.421 billion. Its outlook for net income is between $242 million and $248 million, resulting in net income of $2.88 to $2.96 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 $628 million to $636 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 8:30 a.m. (Eastern Time) on Thursday, August 27, 2026 to discuss the fiscal 2027 second 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) July 31, 2026 January 31, 2026

(unaudited)

Assets

Current assets

Cash and cash equivalents $ 256,003 $ 318,927

Accounts receivable, net of allowance for doubtful accounts of $1,067 and $924 as of July 31, 2026 and January 31, 2026, respectively

122,193 123,696

Prepaid expenses and other current assets 82,008 69,658

Total current assets 460,204 512,281

Property and equipment, net 4,823 3,177

Operating lease right-of-use assets 32,874 36,310

Intangible assets, net 1,047,797 1,097,172

Goodwill 1,648,145 1,648,145

Other assets 77,520 83,247

Total assets $ 3,271,363 $ 3,380,332

Liabilities and stockholders’ equity

Current liabilities

Accounts payable $ 8,592 $ 12,159

Accrued compensation 37,913 60,392

Accrued liabilities 97,300 74,388

Operating lease liabilities 9,970 9,911

Total current liabilities 153,775 156,850

Long-term liabilities

Long-term debt, net of issuance costs 931,062 957,379

Operating lease liabilities, non-current 29,984 34,190

Other long-term liabilities 73,999 31,007

Deferred tax liability 92,433 93,710

Total long-term liabilities 1,127,478 1,116,286

Total liabilities 1,281,253 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 July 31, 2026 and January 31, 2026, respectively

— —

Common stock, $0.0001 par value, 900,000 shares authorized, 82,909 and 85,007 shares issued and outstanding as of July 31, 2026 and January 31, 2026, respectively

8 8

Additional paid-in capital 1,896,571 1,916,989

Accumulated earnings 162,583 195,906

Accumulated other comprehensive loss (69,052) (5,707)

Total stockholders’ equity 1,990,110 2,107,196

Total liabilities and stockholders’ equity $ 3,271,363 $ 3,380,332

HealthEquity, Inc. and subsidiaries

Condensed consolidated statements of operations (unaudited)

Three months ended July 31, Six months ended July 31,

(in thousands, except per share data) 2026 2025 2026 2025

Revenue

Service revenue $ 124,444 $ 117,873 $ 247,376 $ 237,657

Custodial revenue 175,936 159,876 350,270 316,331

Interchange revenue 50,352 48,086 107,727 102,691

Total revenue 350,732 325,835 705,373 656,679

Cost of revenue

Service costs 73,170 75,156 151,496 163,161

Custodial costs 12,083 11,137 23,738 21,884

Interchange costs 7,525 6,947 15,873 14,728

Total cost of revenue 92,778 93,240 191,107 199,773

Gross profit 257,954 232,595 514,266 456,906

Operating expenses

Sales and marketing 23,215 19,922 50,048 45,906

Technology and development 73,923 64,804 141,690 126,240

General and administrative 34,869 29,990 66,000 55,526

Amortization of acquired intangible assets 26,286 27,001 52,801 54,003

Merger integration 971 1,266 2,084 2,541

Total operating expenses 159,264 142,983 312,623 284,216

Income from operations 98,690 89,612 201,643 172,690

Other expense

Interest expense (12,605) (14,955) (25,193) (29,813)

Other income, net 1,780 3,391 3,828 6,124

Total other expense (10,825) (11,564) (21,365) (23,689)

Income before income taxes 87,865 78,048 180,278 149,001

Income tax provision 22,221 18,194 45,216 35,232

Net income $ 65,644 $ 59,854 $ 135,062 $ 113,769

Net income per share:

Basic $ 0.79 $ 0.69 $ 1.61 $ 1.31

Diluted $ 0.78 $ 0.68 $ 1.60 $ 1.29

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

Basic 83,374 86,550 83,885 86,601

Diluted 84,014 87,746 84,578 88,153

HealthEquity, Inc. and subsidiaries

Condensed consolidated statements of comprehensive income (unaudited)

Three months ended July 31, Six months ended July 31,

(in thousands) 2026 2025 2026 2025

Net income $ 65,644 $ 59,854 $ 135,062 $ 113,769

Other comprehensive income (loss)

Cash flow hedges

Net unrealized gains (losses) (37,322) 203 (63,219) 203

Reclassification of net (gains) losses included in net income 22 — (126) —

Net change, net of income tax benefit (expense) of $12,135, $(70), $20,598, and $(70), respectively

(37,300) 203 (63,345) 203

Total other comprehensive income (loss) (37,300) 203 (63,345) 203

Comprehensive income $ 28,344 $ 60,057 $ 71,717 $ 113,972

HealthEquity, Inc. and subsidiaries

Condensed consolidated statements of cash flows (unaudited)

Six months ended July 31,

(in thousands) 2026 2025

Cash flows from operating activities:

Net income $ 135,062 $ 113,769

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

Depreciation and amortization 80,169 77,195

Stock-based compensation 41,616 33,404

Amortization of debt discount and issuance costs

558 533

Amortization of gains on derivatives (168) —

Deferred taxes 19,321 30,711

Changes in operating assets and liabilities:

Accounts receivable, net 1,503 6,842

Prepaid expenses and other current and non-current assets (12,581) (20,650)

Operating lease right-of-use assets 3,436 3,339

Accrued compensation (21,095) (35,032)

Accounts payable, accrued liabilities, and other current liabilities (13,595) (3,785)

Operating lease liabilities, non-current (4,206) (3,951)

Other long-term liabilities 3,665 (1,771)

Net cash provided by operating activities 233,685 200,604

Cash flows from investing activities:

Capitalized software development costs (30,720) (26,464)

Purchases of property and equipment (1,340) (859)

Settlement of derivatives, net (7,759) —

Net cash used in investing activities (39,819) (27,323)

Cash flows from financing activities:

Repurchases of common stock (231,054) (125,810)

Principal payments on long-term debt (26,875) (50,000)

Settlement of client-held funds obligation, net 480 596

Proceeds from exercise of common stock options 659 10,446

Net cash used in financing activities (256,790) (164,768)

Increase (decrease) in cash and cash equivalents (62,924) 8,513

Beginning cash and cash equivalents 318,927 295,948

Ending cash and cash equivalents $ 256,003 $ 304,461

HealthEquity, Inc. and subsidiaries

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

Six months ended July 31,

(in thousands) 2026 2025

Supplemental cash flow data:

Interest expense paid in cash $ 23,350 $ 28,362

Income tax payments, net 35,586 6,507

Supplemental disclosures of non-cash investing and financing activities:

Capitalized software development costs included in accounts payable, accrued liabilities, or accrued compensation 3,434 3,380

Purchases of property and equipment included in accounts payable or accrued liabilities 1,294 155

Repurchases of common stock included in accrued liabilities 3,255 1,246

Exercise of common stock options receivable 57 —

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 July 31, Six months ended July 31,

(in thousands) 2026 2025 2026 2025

Cost of revenue $ 2,713 $ 3,114 $ 5,500 $ 6,501

Sales and marketing 3,229 1,529 7,753 6,399

Technology and development 6,178 5,732 10,131 11,652

General and administrative 10,090 8,693 18,232 8,852

Total stock-based compensation expense $ 22,210 $ 19,068 $ 41,616 $ 33,404

Total Accounts (unaudited)

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

HSAs 10,739 9,989 8 % 10,570

New HSAs from sales - Quarter-to-date 202 163 24 % 553

New HSAs from sales - Year-to-date 374 312 20 % 1,040

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

HSAs with investments 939 782 20 % 832

CDBs 7,016 7,153 (2) % 7,221

Total Accounts 17,755 17,142 4 % 17,791

Average Total Accounts - Quarter-to-date 17,710 17,044 4 % 17,462

Average Total Accounts - Year-to-date 17,772 17,083 4 % 17,220

*Not meaningful

HSA Assets (unaudited)

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

HSA cash $ 17,369 $ 17,035 2 % $ 17,982

HSA investments 20,552 16,102 28 % 18,482

Total HSA Assets 37,921 33,137 14 % 36,464

Average daily HSA cash - Quarter-to-date 17,388 17,017 2 % 17,090

Average daily HSA cash - Year-to-date 17,547 17,149 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 July 31, 2026:

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

Remainder of 2027 $ 2.3 1.5 %

2028 2.5 4.0 %

2029 1.8 3.8 %

2030 2.3 4.4 %

Thereafter 7.8 4.4 %

Total (1) $ 16.7 3.9 %

(1)Excludes $0.7 billion of HSA cash held in floating-rate contracts as of July 31, 2026.

Client-held funds (unaudited)

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

Client-held funds $ 931 $ 818 14 % $ 1,090

Average daily Client-held funds - Quarter-to-date 936 884 6 % 879

Average daily Client-held funds - Year-to-date 986 893 10 % 864

Reconciliation of net income to Adjusted EBITDA (unaudited)

Three months ended July 31, Six months ended July 31,

(in thousands) 2026 2025 2026 2025

Net income $ 65,644 $ 59,854 $ 135,062 $ 113,769

Interest income (1,760) (3,364) (3,647) (6,097)

Interest expense 12,605 14,955 25,193 29,813

Income tax provision 22,221 18,194 45,216 35,232

Depreciation and amortization 15,669 11,453 27,368 23,192

Amortization of acquired intangible assets 26,286 27,001 52,801 54,003

Stock-based compensation expense 22,210 19,068 41,616 33,404

Merger integration expenses 971 1,266 2,084 2,541

Amortization of incremental costs to obtain a contract 2,139 1,951 4,255 3,877

Costs associated with unused office space 1,016 723 1,702 1,575

Other (20) (27) (181) (27)

Adjusted EBITDA $ 166,981 $ 151,074 $ 331,469 $ 291,282

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

Three months ended July 31, Six months ended July 31,

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

Net income $ 65,644 $ 59,854 $ 5,790 10 % $ 135,062 $ 113,769 $ 21,293 19 %

As a percentage of revenue 19 % 18 % 19 % 17 %

Adjusted EBITDA $ 166,981 $ 151,074 $ 15,907 11 % $ 331,469 $ 291,282 $ 40,187 14 %

As a percentage of revenue 48 % 46 % 47 % 44 %

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 (7)

Interest expense 50

Income tax provision 81 - 83

Depreciation and amortization 54

Amortization of acquired intangible assets 104

Stock-based compensation expense 87

Merger integration expenses 5

Amortization of incremental costs to obtain a contract 9

Costs associated with unused office space 3

Adjusted EBITDA $628 - 636

Note: Values presented may not calculate due to rounding.

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

Three months ended July 31, Six months ended July 31,

(in thousands, except per share data) 2026 2025 2026 2025

Net income $ 65,644 $ 59,854 $ 135,062 $ 113,769

Income tax provision 22,221 18,194 45,216 35,232

Income before income taxes - GAAP 87,865 78,048 180,278 149,001

Non-GAAP adjustments:

Amortization of acquired intangible assets 26,286 27,001 52,801 54,003

Stock-based compensation expense 22,210 19,068 41,616 33,404

Merger integration expenses 971 1,266 2,084 2,541

Costs associated with unused office space 1,016 723 1,702 1,575

Total adjustments to income before income taxes - GAAP 50,483 48,058 98,203 91,523

Income before income taxes - Non-GAAP 138,348 126,106 278,481 240,524

Income tax provision - Non-GAAP (1) 34,586 31,526 69,620 60,130

Non-GAAP net income 103,762 94,580 208,861 180,394

Diluted weighted-average shares 84,014 87,746 84,578 88,153

GAAP net income per diluted share $ 0.78 $ 0.68 $ 1.60 $ 1.29

Non-GAAP net income per diluted share $ 1.24 $ 1.08 $ 2.47 $ 2.05

(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 323 - 331

Non-GAAP adjustments:

Amortization of acquired intangible assets 104

Stock-based compensation expense 87

Merger integration expenses 5

Costs associated with unused office space 3

Total adjustments to income before income taxes - GAAP 199

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 - 2.96

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.

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HEALTHEQUITY, INC.

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15 West Scenic Pointe Drive

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Suite 100

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Draper

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