SEC Form 4 · accession 0001163402-26-000004
HEALTHEQUITY, INC. · HQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adrian T Dillon
Director
Period of report
Aug 25, 2026
Accepted (ET)
Aug 27, 2026 · 5:04 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001428336
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 25, 2026 | M | 7,632 | $32.50 | A | 70,027 | D | |
| Common StockF2 | Aug 25, 2026 | S | 6,300 | $104.4718 | D | 63,727 | D | |
| Common StockF3 | Aug 25, 2026 | S | 1,332 | $105.2557 | D | 62,395 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $32.50 | Aug 25, 2026 | M | 7,632 | D | — | Sep 1, 2026 | Common Stock | 7,632 | 0 | D |
| Stock Option (right to buy)F4 | $46.40 | holding | — | — | — | — | Feb 1, 2027 | Common Stock | 4,837 | 4,837 | D |
| Stock Option (right to buy)F4 | $50.41 | holding | — | — | — | — | Feb 1, 2028 | Common Stock | 4,339 | 4,339 | D |
| Stock Option (right to buy)F4 | $63.64 | holding | — | — | — | — | Feb 1, 2029 | Common Stock | 3,626 | 3,626 | D |
| Stock Option (right to buy)F4 | $66.06 | holding | — | — | — | — | Feb 1, 2030 | Common Stock | 4,012 | 4,012 | D |
Explanation of responses
- F1The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 20, 2025.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.10 to $105.07, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 and 3 of this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.10 to $105.53, inclusive.
- F4The option is immediately exercisable.
Remarks
The Power of Attorney given by Mr. Dillon was previously filed with the U.S. Securities & Exchange Commission on February 5, 2024, as an exhibit to a statement on Form 4 filed by Mr. Dillon with respect to HealthEquity, Inc. and is hereby incorporated by reference.