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)

March 1726, 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 25.02(b) ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1726, 2026, the Board of Directors (the “Board”) of HealthEquity, Inc. ~~issued~~(the a“Company”) ~~press~~announced ~~release~~the ~~attached~~appointment of William Gassen as ~~Exhibit~~a 99member of the Board, effective immediately.1 In connection with Mr. Gassen’s appointment to ~~this~~the Board, the Board expanded the size of the Board to ten members from its current ~~report~~nine members. Mr. Gassen will serve on ~~Form~~the ~~8-K.~~Audit and Risk Committee and Talent, Compensation and Culture Committee (the “TCCC”) of the Board.

~~The~~There ~~information~~is inno ~~Exhibit~~arrangement 99or understanding between Mr.1 isGassen ~~being~~or ~~furnished~~any toother person and the ~~Securities~~Company ~~and~~or ~~Exchange~~any ~~Commission~~of ~~and~~its ~~shall~~subsidiaries ~~not~~pursuant beto ~~deemed~~which ~~“filed”~~he ~~for~~was ~~purposes~~appointed ofas ~~Section~~a 18member of the ~~Securities~~Board. ~~Exchange~~Mr. ~~Act~~Gassen ofis ~~1934,~~the asChief ~~amended~~Executive ~~(the~~Officer ~~“Exchange~~of ~~Act”),~~Sanford orHealth. ~~otherwise~~During ~~subject~~the tofiscal ~~the~~year ~~liabilities~~ended ofJanuary ~~that~~31, ~~section~~2026, ~~nor~~the ~~shall~~Company itreceived berevenues ~~deemed~~of ~~incorporated~~$123,923 byfrom ~~reference~~Sanford inHealth ~~any~~for ~~filing~~providing ~~under~~consumer-directed ~~the~~benefits ~~Securities~~to ~~Act~~its ofemployees ~~1933,~~and asexpects ~~amended,~~to orreceive ~~the~~revenue ~~Exchange~~from ~~Act,~~Sanford ~~except~~Health asin ~~expressly~~the ~~set~~fiscal ~~forth~~year byending ~~specific~~January ~~reference~~31, 2027, in ~~such~~an aamount ~~filing~~that exceeds $120,000.

Mr. Gassen will receive the standard director compensation that the Company provides to its non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy (the “Policy”). Mr. Gassen will receive retainer fees and additional annual equity awards in accordance with the terms and conditions of the Policy, the form of which has been previously filed with the Securities and Exchange Commission (the “SEC”). Mr. Gassen will also enter into the Company’s standard form of indemnification agreement, the form of which has been previously filed with the SEC. The Policy and such form of indemnification agreement are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

A copy of the Company’s press release announcing the appointment of Mr. Gassen to the Board is attached hereto as Exhibit 99.1. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished herewith and shall not be deemed “filed” for the 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 into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

Form

Exhibit No.

Exhibit Filing Date

99.1

Press release issued by HealthEquity, Inc. dated March 17, 2026

10.1

Form of Indemnification Agreement

S-1/A

10.1

July 16, 2014

104

Cover Page Interactive Data File (formatted in Inline XBRL)

10.2

Non-Employee Director Compensation Policy

10-K

10.28

March 17, 2026

99.1+

Press release issued by HealthEquity, Inc. on March 30, 2026

104

Cover Page Interactive Data File (formatted in Inline XBRL)

+ Filed herewith

SIGNATURES

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: March 17, 2026	By:	/s/ James Lucania
Date: March 30, 2026	By:	/s/ James Lucania
	Name:	James Lucania
	Title:	Executive Vice President and Chief Financial Officer

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