HEALTHEQUITY INC

The risks described in “Risk factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, this Quarterly Report on Form 10-Q, and subsequent periodic reports could materially and adversely affect our business, financial condition and results of operations. Other than as set forth below, there have been no material changes in such risks. These risk factors do not identify all risks that we face, and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations.

Fraudulent account activity has led, and could continue to lead, to financial and reputational damage to us and could reduce the use and acceptance of our products and services.

Criminals are using increasingly sophisticated methods to obtain personal information, which they then use to commit fraud. We have experienced a significant increase in outside fraudulent activity targeting member accounts, resulting in loss to us as we incurred service costs from remediation and reimbursement to impacted members. In addition, we suffered reputational damage that could reduce the use and acceptance of our products and services, or cause our Clients, members, and Network Partners to look for alternative providers. If we fail to protect our member accounts in the future, we may suffer additional financial and reputational damage, and our business and financial results may be adversely affected.

Achieving our business strategy depends in large part on the success of our upcoming CEO transition.

On November 12, 2024, we announced that our longtime President and Chief Executive Officer, Jon Kessler, has decided to retire effective January 6, 2025, at which time Scott Cutler will join the Company as his successor. Any significant leadership change involves inherent risk and can be difficult to manage. Our new CEO will be critical to executing on and achieving our business strategy, and our success depends, in large part, on the effectiveness of this transition. If our new CEO is unsuccessful at leading the Company and our management team, or is unable to successfully execute the Company’s strategy, our business may be harmed and our financial condition and results of operations may be adversely affected.

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Issuer purchases of equity securities

The following table presents information with respect to HealthEquity's repurchases of common stock during the three months ended October 31, 2024 (in thousands, except average price paid per share).

(1)Repurchases may be effected through open market purchases, privately negotiated transactions or otherwise, including through Rule 10b5-1 plans. See Note 9—Stockholders' equity for additional information related to our stock repurchase program.

(2)Average price paid per share includes costs associated with the repurchases.