HEALTHEQUITY, INC.
For the period ended Jan 31, 2025. Filed Mar 18, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 18, 2025
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Item 15. Exhibits and financial statement schedules
Item 15. Exhibits, financial statement schedules
(a) Documents filed as part of this report
(1) All financial statements
| Index to consolidated financial statements | Page |
|---|---|
| Consolidated balance sheets as of January 31, 2025 and 2024 | 50 |
| Consolidated statements of operations and comprehensive income (loss) for the years ended January 31, 2025, 2024 and 2023 | 51 |
| Consolidated statements of stockholders' equity for the years ended January 31, 2025, 2024 and 2023 | 52 |
| Consolidated statements of cash flows for the years ended January 31, 2025, 2024 and 2023 | 53 |
| Notes to consolidated financial statements | 55 |
(2) Financial statement schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
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(3) Exhibits required by Item 601 of Regulation S-K
Exhibit Index
| Incorporated by reference | |||||
|---|---|---|---|---|---|
| Exhibitno. | Description | Form | File No. | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company | 8-K | 001-36568 | 3.2 | July 6, 2018 |
| 3.2 | Amended and Restated By-laws of the Company | 8-K | 001-36568 | 3.1 | February 10, 2023 |
| 4.1 | Description of Securities of the Company | 10-K | 001-36568 | 4.1 | March 31, 2020 |
| 4.2 | Form of Common Stock Certificate. | S-1/A | 333-196645 | 4.1 | July 16, 2014 |
| 4.3 | Amended and Restated Registration Rights Agreement, dated August 11, 2011, by and among the Company and certain of its stockholders. | S-1 | 333-196645 | 4.2 | June 10, 2014 |
| 4.4 | Indenture, dated as of October 8, 2021, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, including the form of 4.500% Senior Notes due 2029 | 8-K | 001-36568 | 4.1 | October 12, 2021 |
| 10.1 | Form of Indemnification Agreement by and between the Company and its directors and officers. | S-1/A | 333-196645 | 10.1 | July 16, 2014 |
| 10.2† | HealthEquity, Inc. 2014 Equity Incentive Plan and Form of Award Agreement. | S-1 | 333-196645 | 10.2 | June 10, 2014 |
| 10.3† | HealthEquity, Inc. 2014 Amended and Restated Equity Incentive Plan and Form of Award Agreement. | S-1/A | 333-196645 | 10.3 | July 16, 2014 |
| 10.4† | Amendment No. 1 to the HealthEquity 2014 Equity Incentive Plan, as amended and restated | 8-K | 001-36568 | 10.3 | August 30, 2019 |
| 10.5† | Restricted Stock Unit Award Agreement | 10-Q | 001-36568 | 10.4 | December 6, 2018 |
| 10.6† | Restricted Stock Award Agreement | 10-K | 001-36568 | 10.30 | March 28, 2019 |
| 10.7† | HealthEquity, Inc. 2024 Equity Incentive Plan | 10-Q | 001-36568 | 10.1 | September 3, 2024 |
| 10.8† | Forms of Award Agreements under the HealthEquity, Inc. 2024 Equity Incentive Plan | 10-Q | 001-36568 | 10.2 | September 3, 2024 |
| 10.9† | HealthEquity, Inc. Section 409A Specified Employee Policy. | S-1 | 333-196645 | 10.23 | June 10, 2014 |
| 10.10† | Employment Agreement, dated June 10, 2014, by and between the Company and Stephen D. Neeleman, M.D. | S-1 | 333-196645 | 10.25 | June 10, 2014 |
| 10.11† | Employment Agreement, dated January 19, 2022, by and between the Company and Elimelech Rosner | 10-K | 001-36568 | 10.18 | March 30, 2023 |
| 10.12† | Employment Agreement, dated June 13, 2023, between James M. Lucania and the Company | 8-K | 001-36568 | 10.1 | June 14, 2023 |
| 10.13† | Employment Agreement, dated November 11, 2024, between Scott R. Cutler and the Company | 8-K | 001-36568 | 10.1 | November 12, 2024 |
| 10.14† | Letter Agreement, dated November 11, 2024, between Jon Kessler and the Company | 8-K | 001-36568 | 10.1 | November 12, 2024 |
| 10.15†+ | Employment Agreement, dated January, 17, 2024 between Michael Fiore and the Company | ||||
| 10.16†+ | Employment Agreement, dated December 21, 2023 between Selim Aissi and the Company | ||||
| 10.17†+ | Employment Agreement dated February 3, 2016 between Delano W. Ladd and the Company | ||||
| 10.18 | Lease Agreement, dated May 15, 2015, by and between the Registrant and BG Scenic Point Office 2, L.C. | 10-Q | 001-36568 | 10.1 | June 11, 2015 |
| 10.19 | Amended and Restated Lease Agreement, dated May 15, 2015, by and between the Registrant and BG Scenic Point Office 1, L.C. | 10-Q | 001-36568 | 10.2 | June 11, 2015 |
| 10.20 | First Amendment to Lease Agreement, dated November 3, 2015, by and between the Company and the Landlord. | 10-Q | 001-36568 | 10.1 | December 8, 2016 |
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| Incorporated by reference | |||||
|---|---|---|---|---|---|
| Exhibitno. | Description | Form | File No. | Exhibit | Filing Date |
| 10.21 | First Amendment to Amended and Restated Lease Agreement, dated June 1, 2016, by and between the Company and the Landlord. | 10-Q | 001-36568 | 10.1 | June 8, 2017 |
| 10.22 | Second Amendment to Lease Agreement, dated September 16, 2016, by and between the Company and the Landlord. | 10-Q | 001-36568 | 10.2 | December 8, 2016 |
| 10.23 | Second Amendment to Amended and Restated Lease Agreement, dated May 31, 2017, by and between the Company and the Landlord. | 10-Q | 001-36568 | 10.2 | June 8, 2017 |
| 10.24 | Third Amendment to Lease Agreement, dated September 26, 2018, by and between the Company and the Landlord | 10-K | 001-36568 | 10.31 | March 28, 2019 |
| 10.25 | Lease Agreement, dated September 27, 2018, by and between the Company and the Landlord | 10-Q | 001-36568 | 10.1 | December 6, 2018 |
| 10.26 | Third Amendment to Amended and Restated Lease Agreement, dated September 27, 2018, by and between the Company and the Landlord | 10-Q | 001-36568 | 10.2 | December 6, 2018 |
| 10.27 | Fourth Amendment to Lease Agreement, dated September 27, 2018, by and between the Company and the Landlord | 10-Q | 001-36568 | 10.3 | December 6, 2018 |
| 10.28 | Credit Agreement, dated as of August 23, 2024, by and among the Company, as borrower, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the Swing Line Lender (as defined therein), and each L/C Issuer (as defined therein) party thereto | 10-Q | 001-36568 | 10.1 | December 9, 2024 |
| 10.29 | Non-Employee Director Compensation Policy | 10-K | 001-36568 | 10.30 | March 30, 2023 |
| 10.30+ | Settlement Agreement and Release by and between WageWorks, Inc., HealthEquity, Inc., and Union Mesa 1, LLC, dated November 27, 2024 | ||||
| 19+ | Insider Trading Policy | ||||
| 21.1+ | List of Subsidiaries | ||||
| 23.1+ | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | ||||
| 31.1+ | Certification of the Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2+ | Certification of the Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1*# | Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2*# | Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97 | Clawback Policy | ||||
| 101.INS†† | XBRL Instance document | ||||
| 101.SCH†† | XBRL Taxonomy schema linkbase document | ||||
| 101.CAL†† | XBRL Taxonomy calculation linkbase document | ||||
| 101.DEF†† | XBRL Taxonomy definition linkbase document | ||||
| 101.LAB†† | XBRL Taxonomy labels linkbase document | ||||
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| Incorporated by reference | |||||
| Exhibitno. | Description | Form | File No. | Exhibit | Filing Date |
| 101.PRE†† | XBRL Taxonomy presentation linkbase document | ||||
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, formatted in Inline XBRL. | ||||
| + | Filed herewith |
|---|---|
| * | Furnished herewith |
| # | These certifications are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference in any filing the registrant makes under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings. |
| † | Indicates management contract or compensatory plan. |
| †† | In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
| ** | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. HealthEquity hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. |
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