HEALTHEQUITY, INC.

Previous wording

We are a leader and an innovator in providing technology-enabled services that empower consumers to make healthcare saving, spending, and investing decisions. We use our innovative technology to manage consumers' tax-advantaged health savings accounts ("HSAs") and other consumer-directed benefits ("CDBs") offered by employers, including flexible spending accounts and health reimbursement arrangements (“FSAs” and “HRAs”), and to administer Consolidated Omnibus Budget Reconciliation Act (“COBRA”), commuter and other benefits. As part of our services, we provide consumers with payment processing services, personalized benefit information, access to healthcare solutions through our marketplace, and investment advice to grow their tax-advantaged healthcare savings.

Current wording

We are a leader and an innovator in providing technology-enabled services that empower consumers to make healthcare saving, spending, and investing decisions. We use our innovative technology to manage consumers' tax-advantaged health savings accounts ("HSAs") and other consumer-directed benefits ("CDBs") offered by employers, including flexible spending accounts and health reimbursement arrangements (“FSAs” and “HRAs”), and to administer Consolidated Omnibus Budget Reconciliation Act (“COBRA”), commuter and other benefits. As part of our services, we provide consumers with payment processing services, personalized benefit information, access to certain healthcare products, programs, and services, made available in our marketplace through partnerships with third‑party providers, and investment advice to grow their tax-advantaged healthcare savings. We are increasingly using AI in our business, both to improve customer service and engagement and to increase efficiencies.

Previous wording

The core of our offerings is the HSA, a financial account through which consumers save, spend, and invest their healthcare dollars on a tax-advantaged basis. As of April 30, 2026, we administered 10.6 million HSAs, with balances totaling $37.1 billion, which we call HSA Assets, as well as 7.2 million complementary CDBs. We refer to the aggregate number of HSAs and other CDBs that we administer as Total Accounts, of which we had 17.8 million as of April 30, 2026.

Current wording

The core of our offerings is the HSA, a financial account through which consumers save, spend, and invest their healthcare dollars on a tax-advantaged basis. As of July 31, 2026, we administered 10.7 million HSAs, with balances totaling $37.9 billion, which we call HSA Assets, as well as 7.0 million complementary CDBs. We refer to the aggregate number of HSAs and other CDBs that we administer as Total Accounts, of which we had 17.8 million as of July 31, 2026.

Previous wording

-19- consumers optimize the value of their HSAs and other CDBs and gain confidence and skills in managing their healthcare costs as part of their financial security.

Current wording

-20- consumers optimize the value of their HSAs and other CDBs and gain confidence and skills in managing their healthcare costs as part of their financial security.

Previous wording

The lengths of our agreements with Depository Partners typically range from three to five years and may have fixed or variable interest rate terms. As with our insurance company partners, the terms of new and renewing agreements with our Depository Partners are impacted by the then-prevailing interest rate environment, which in turn is driven by macroeconomic factors and government policies over which we have no control. Such factors, and the responses of our competitors to them, also determine the amount of interest retained by our members.

Current wording

The agreements with our insurance company partners have an indefinite term, with approximately 10% of the assets held in such agreements repricing per year. The lengths of our agreements with Depository Partners typically range from three to five years and may have fixed or variable interest rate terms. As with our insurance company partners, the terms of new and renewing agreements with our Depository Partners are impacted by the then-prevailing interest rate environment, which in turn is driven by macroeconomic factors and government policies over which we have no control. Such factors, and the responses of our competitors to them, also determine the amount of interest retained by our members.

Previous wording

We believe that innovations incorporated in our technology differentiate us from our competitors and help drive our growth by enabling us to better assist consumers to make healthcare saving and spending decisions and maximize the value of their tax-advantaged benefits. Our full suite of CDB offerings complements our HSA solution and enhances our leadership position within the HSA sector. We are currently investing in a modernization of our proprietary technology platforms to support new opportunities and enhance security, privacy and platform infrastructure, while maintaining existing applications, features, and services. For example, we are continuing to make investments in the architecture and infrastructure of the technology that we use to provide our services to

Current wording

We believe that innovations incorporated in our technology differentiate us from our competitors and help drive our growth by enabling us to better assist consumers to make healthcare saving and spending decisions and maximize the value of their tax-advantaged benefits. Our full suite of CDB offerings complements our HSA solution and enhances our leadership position within the HSA sector. We are currently investing in a modernization of our proprietary technology platforms to support new opportunities and enhance security, privacy and platform

Previous wording

-21- improve our transaction processing capabilities and support continued account and transaction growth, as well as in data-driven personalized engagement to help our members spend less, save more, and build wealth for retirement.

Current wording

-22- infrastructure, while maintaining existing applications, features, and services. For example, we are continuing to make investments in the architecture and infrastructure of the technology that we use to provide our services to improve our transaction processing capabilities and support continued account and transaction growth, as well as in data-driven personalized engagement to help our members spend less, save more, and build wealth for retirement.

Previous wording

The number of our HSAs and CDBs are key metrics because our revenue is driven by the amount we earn from them. The number of our HSAs increased by 0.7 million, or 8%, from April 30, 2025 to April 30, 2026, driven by new HSAs from sales. The number of our CDBs decreased by 24 thousand, or less than 1%, from April 30, 2025 to April 30, 2026.

Current wording

The number of our HSAs and CDBs are key metrics because our revenue is driven by the amount we earn from them. The number of our HSAs increased by 0.8 million, or 8%, from July 31, 2025 to July 31, 2026, driven by new HSAs from sales. The number of our CDBs decreased by 137 thousand, or 2%, from July 31, 2025 to July 31, 2026.

Previous wording

HSA cash increased by $0.4 billion, or 3%, from April 30, 2025 to April 30, 2026, due to net HSA contributions from new and existing HSA members, partially offset by transfers to HSA investments.

Current wording

HSA cash increased by $0.3 billion, or 2%, from July 31, 2025 to July 31, 2026, due to net HSA contributions from new and existing HSA members, partially offset by transfers to HSA investments.

Previous wording

HSA investments increased by $5.4 billion, or 38%, from April 30, 2025 to April 30, 2026, due to the increased market value of invested balances and transfers from HSA cash.

Current wording

HSA investments increased by $4.5 billion, or 28%, from July 31, 2025 to July 31, 2026, due to the increased market value of invested balances and transfers from HSA cash.

Previous wording

Total HSA Assets increased by $5.8 billion, or 19%, from April 30, 2025 to April 30, 2026, primarily due to the increased market value of invested balances and net HSA contributions from new and existing HSA members.

Current wording

Total HSA Assets increased by $4.8 billion, or 14%, from July 31, 2025 to July 31, 2026, primarily due to the increased market value of invested balances and net HSA contributions from new and existing HSA members.

Previous wording

(1)Excludes $1.0 billion of HSA cash held in floating-rate contracts as of April 30, 2026.

Current wording

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

Previous wording

-24- depreciation, amortization, stock-based compensation, common expense allocations (such as office rent, supplies, and other overhead expenses), costs to reimburse members from outside fraud activity, new member and participant supplies, and other operating costs related to servicing our members.

Current wording

-25- depreciation, amortization, stock-based compensation, common expense allocations (such as office rent, supplies, and other overhead expenses), costs to reimburse members from outside fraud activity, new member and participant supplies, and other operating costs related to servicing our members.

Previous wording

Comparison of the three months ended April 30, 2026 and 2025

Current wording

Comparison of the three and six months ended July 31, 2026 and 2025

Previous wording

Service revenue. The $3.1 million, or 3%, increase in service revenue from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to increases in marketplace revenue, the amount of HSA investments, and the number of Total Accounts, partially offset by lower average service fees per account.

Current wording

Service revenue. The $6.6 million, or 6%, increase in service revenue from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to increases in marketplace revenue, Total Accounts, and HSA investments, partially offset by lower average service fees per account.

Previous wording

We expect service revenue to continue to increase, primarily due to increases in marketplace revenue, HSA investments, and Total Accounts, partially offset by lower average service fees per account.

Current wording

We expect service revenue to continue to increase, primarily due to increases in marketplace revenue, Total Accounts, and HSA investments, partially offset by lower average service fees per account.

Previous wording

Custodial revenue. The $17.9 million, or 11%, increase in custodial revenue from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to an increase in average annualized yield on HSA cash from 3.50% for the three months ended April 30, 2025 to 3.84% for the three months ended April 30, 2026 (due to increased participation in our Enhanced Rates offering, HSA cash placed with Depository Partners at higher yields, and a $2.4 million one-time benefit resulting from the early termination of a contract with a Depository Partner) and the $0.4 billion, or 2%, increase in average daily HSA cash, as described above, partially offset by a decrease in interest rates on the portion of our Client-held funds held by our Depository Partners in interest-bearing demand deposit accounts that have a floating interest rate.

Current wording

The $33.9 million, or 11%, increase in custodial revenue from the six months ended July 31, 2025 to the six months ended July 31, 2026 was primarily due to an increase in average annualized yield on HSA cash from 3.51% for the six months ended July 31, 2025 to 3.83% for the six months ended July 31, 2026 (due to increased participation in our Enhanced Rates offering, HSA cash placed with Depository Partners at higher yields, and a $2.4 million one-time benefit resulting from the early termination of a contract with a Depository Partner) and the $0.4 billion, or 2%, increase in average daily HSA cash, as described above, partially offset by a decrease in interest rates on the portion of our Client-held funds held by our Depository Partners in interest-bearing demand deposit accounts that have a floating interest rate.

Previous wording

On an annual basis, assuming the current interest rate environment continues, we expect our average annualized yield on HSA cash to further increase as our remaining existing agreements with our Depository Partners are renewed or replaced with agreements with higher rates, resulting in higher custodial revenue. In addition, we expect an increase in the percentage of HSA cash held in our Enhanced Rates offering to continue to positively impact our average annualized yield and thus our custodial revenue. As our Basic Rates contracts continue to expire, the HSA cash held in those Basic Rates contracts will transition to Enhanced Rates contracts, subject to our members retaining the right to keep their HSA cash in Basic Rates. Refer to the HSA cash maturity schedule in the section entitled “Key operating metrics.”

Current wording

On an annual basis, relative to the fiscal year ended January 31, 2026, assuming the current interest rate environment continues, we expect our average annualized yield on HSA cash to further increase as existing agreements with our Depository Partners are renewed or replaced with agreements with higher rates, resulting in higher custodial revenue. In addition, we expect an increase in the percentage of HSA cash held in our Enhanced Rates offering to continue to positively impact our average annualized yield and thus our custodial revenue. As our Basic Rates contracts continue to expire, the HSA cash held in those Basic Rates contracts will transition to Enhanced Rates contracts, subject to our members retaining the right to keep their HSA cash in Basic Rates. Refer

Previous wording

Interchange revenue. The $2.8 million, or 5%, increase in interchange revenue from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to an increase in Total Accounts and an increase in spend per account using our payment cards, partially offset by a lower average rate earned on payment card transactions.

Current wording

Interchange revenue. The $2.3 million, or 5%, increase in interchange revenue from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to an increase in Total Accounts and an increase in spend per account using our payment cards, partially offset by a lower average rate earned on payment card transactions.

Previous wording

Total revenue. Total revenue increased $23.8 million, or 7%, from the three months ended April 30, 2025 to the three months ended April 30, 2026 due to the increases in custodial, service, and interchange revenues, described above.

Current wording

Total revenue. Total revenue increased $24.9 million, or 8%, from the three months ended July 31, 2025 to the three months ended July 31, 2026 due to the increases in custodial, service, and interchange revenues, described above.

Previous wording

Service costs. The $9.7 million, or 11%, decrease in service costs from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to efficiencies resulting from our technology investments and decreases in costs incurred to reimburse members impacted by outside fraud activity, non-recurring consulting expenses, and self-insured medical claims expenses. These decreases were partially offset by increases in costs to support the increase in Total Accounts and member interactions.

Current wording

The $11.7 million, or 7%, decrease in service costs from the six months ended July 31, 2025 to the six months ended July 31, 2026 was primarily due to efficiencies resulting from our technology investments and decreases in costs incurred to reimburse members impacted by outside fraud activity, self-insured medical claims expenses, and non-recurring consulting expenses. These decreases were partially offset by increases in costs to support the increase in Total Accounts.

Previous wording

Custodial costs. The $0.9 million, or 8%, increase in custodial costs from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to the $0.4 billion, or 2%, increase in average daily HSA cash, as described above, and an increase in the average annualized rate of interest retained by HSA members on HSA cash from 0.23% during the three months ended April 30, 2025 to 0.25% during the three months ended April 30, 2026.

Current wording

Custodial costs. The $0.9 million, or 8%, increase in custodial costs from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to the $0.4 billion, or 2%, increase in average daily HSA cash, as described above, and an increase in the average annualized rate of interest retained by HSA members on HSA cash from 0.24% during the three months ended July 31, 2025 to 0.26% during the three months ended July 31, 2026.

Previous wording

Interchange costs. The $0.6 million, or 7%, increase in interchange costs from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to an increase in Total Accounts, an increase in spend per account using our payment cards, and an increase in costs related to the prevention of outside fraud activity.

Current wording

Interchange costs. The $0.6 million, or 8%, increase in interchange costs from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to an increase in Total Accounts, an increase in spend per account using our payment cards, and an increase in costs related to the prevention of outside fraud activity.

Previous wording

Total cost of revenue. Cost of revenue as a percentage of total revenue decreased to 27.7% for the three months ended April 30, 2026 compared to 32.2% for the three months ended April 30, 2025, due to the 7% increase in total revenue and the 8% decrease in total cost of revenue. On an annual basis, relative to the fiscal year ended January 31, 2026, we expect our cost of revenue to decrease as a percentage of our total revenue, primarily due to an increase in custodial revenue and a decrease in service costs, partially offset by costs resulting from an increase in Total Accounts. Cost of revenue will continue to be affected by a number of different factors, including our ability to efficiently scale our service delivery, Network Partner implementation, and account management functions.

Current wording

Total cost of revenue. Cost of revenue as a percentage of total revenue decreased to 27.1% for the six months ended July 31, 2026 compared to 30.4% for the six months ended July 31, 2025, due to the 7% increase in total revenue and the 4% decrease in total cost of revenue. On an annual basis, relative to the fiscal year ended January 31, 2026, we expect our cost of revenue to decrease as a percentage of our total revenue, primarily due to an increase in custodial revenue and a decrease in service costs, partially offset by costs resulting from an increase in Total Accounts. Cost of revenue will continue to be affected by a number of different factors, including our ability to efficiently scale our service delivery, Network Partner implementation, and account management functions.

Previous wording

Sales and marketing. The $0.8 million, or 3%, increase in sales and marketing expenses from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to increases in advertising expenses, largely offset by a decrease in personnel-related expenses.

Current wording

Sales and marketing. The $3.3 million, or 17%, increase in sales and marketing expenses from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to increases in advertising expenses.

Previous wording

Technology and development. The $6.3 million, or 10%, increase in technology and development expenses from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to an increase in software costs.

Current wording

Technology and development. The $9.1 million, or 14%, increase in technology and development expenses from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to an increase in software and cloud infrastructure costs.

Previous wording

General and administrative. The $5.6 million, or 22%, increase in general and administrative expenses from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to an increase in stock-based compensation expense resulting from non-recurring award forfeitures during fiscal 2026 related to the retirement of our former chief executive officer, partially offset by a decrease in professional services expenses.

Current wording

The $10.5 million, or 19%, increase in general and administrative expenses from the six months ended July 31, 2025 to the six months ended July 31, 2026 was primarily due to an increase in stock-based compensation expense resulting from non-recurring award forfeitures during fiscal 2026 related to the retirement of our former chief executive officer.

Previous wording

Amortization of acquired intangible assets. The $0.5 million, or 2%, decrease in amortization of acquired intangible assets from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to a smaller carrying amount of intangible assets that have not been fully amortized.

Current wording

Amortization of acquired intangible assets. The $0.7 million, or 3%, decrease in amortization of acquired intangible assets from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to a smaller carrying amount of intangible assets that have not been fully amortized.

Previous wording

Merger integration. Merger integration expenses decreased by $0.2 million, or 13%, from the three months ended April 30, 2025 to the three months ended April 30, 2026. Merger integration expenses during the three months ended April 30, 2026 consisted primarily of expenses incurred in conjunction with the migration of accounts and technology-related expenses directly related to the Further acquisition.

Current wording

Merger integration. Merger integration expenses decreased by $0.3 million, or 23%, from the three months ended July 31, 2025 to the three months ended July 31, 2026. Merger integration expenses during the three months ended July 31, 2026 consisted primarily of expenses incurred in conjunction with the migration of accounts and technology-related expenses directly related to the Further acquisition.

Previous wording

The $2.3 million, or 15%, decrease in interest expense from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to a lower average principal balance and a lower average interest rate on borrowings with variable interest rate terms.

Current wording

The $2.4 million, or 16%, decrease in interest expense from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to a lower average principal balance and a lower average interest rate on borrowings with variable interest rate terms.

Previous wording

The $0.7 million decrease in other income, net, from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to a decrease in interest income on corporate cash.

Current wording

The $1.6 million decrease in other income, net, from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to a decrease in interest income on corporate cash.

Previous wording

The $6.0 million increase in income tax provision from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily the result of an increase in pre-tax book income and a reduction in tax benefit from stock-based compensation expense.

Current wording

The $4.0 million increase in income tax provision from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily the result of an increase in pre-tax book income and a reduction in tax benefit from stock-based compensation expense.

Previous wording

The $15.5 million, or 29%, increase in net income from the three months ended April 30, 2025 to the three months ended April 30, 2026 was primarily due to an increase in gross profit, partially offset by increases in operating expenses and income tax provision, as more fully described above.

Current wording

The $5.8 million, or 10%, increase in net income from the three months ended July 31, 2025 to the three months ended July 31, 2026 was primarily due to an increase in gross profit, partially offset by increases in operating expenses and income tax provision, as more fully described above.

Previous wording

Our Adjusted EBITDA increased by $24.3 million, or 17%, from the three months ended April 30, 2025 to the three months ended April 30, 2026, primarily due to an increase in total revenue and lower service costs due to efficiencies resulting from our technology investments, partially offset by increases in software costs.

Current wording

Our Adjusted EBITDA increased by $15.9 million, or 11%, from the three months ended July 31, 2025 to the three months ended July 31, 2026, primarily due to an increase in total revenue and lower service costs due to efficiencies resulting from our technology investments, partially offset by increases in software and cloud infrastructure costs.

Previous wording

Our non-GAAP net income increased by $19.3 million, or 22%, from the three months ended April 30, 2025 to the three months ended April 30, 2026, primarily due to an increase in total revenue and lower service costs due to efficiencies resulting from our technology investments, partially offset by increases in software costs.

Current wording

Our non-GAAP net income increased by $9.2 million, or 10%, from the three months ended July 31, 2025 to the three months ended July 31, 2026, primarily due to an increase in total revenue and lower service costs due to efficiencies resulting from our technology investments, partially offset by increases in software and cloud infrastructure costs.

Previous wording

Our principal sources of liquidity are our current cash and cash equivalents balances, collections from our custodial, service, and interchange revenue activities, and availability under our revolving credit facility. We rely on cash provided by operating activities to meet our short-term liquidity requirements, which primarily relate to the payment of corporate payroll and other operating costs, interest payments on our long-term debt, and capital expenditures.

Current wording

Our principal sources of liquidity are our current cash and cash equivalents balances, collections from our custodial, service, and interchange revenue activities, and availability under our revolving credit facility. We rely on cash provided by operating activities to meet our short-term liquidity requirements, which primarily relate to the payment of corporate payroll and other operating costs, interest payments on our long-term debt, settlement of derivative financial instruments, and capital expenditures.

Previous wording

As of April 30, 2026 and January 31, 2026, cash and cash equivalents were $265.4 million and $318.9 million, respectively.

Current wording

As of July 31, 2026 and January 31, 2026, cash and cash equivalents were $256.0 million and $318.9 million, respectively.

Previous wording

We maintain a “shelf” registration statement on Form S-3 on file with the SEC. A shelf registration statement, which includes a base prospectus, allows us at any time to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in a prospectus supplement accompanying the base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes, including, but not limited to, working capital, sales and marketing activities, general and administrative matters, capital expenditures, and repayment of indebtedness, and if opportunities arise, for the acquisition of, or investment in, assets, technologies, solutions or businesses that complement our business. Pending such uses, we may invest the net proceeds in interest-bearing securities. In addition, we may conduct concurrent or other financings at any time.

Current wording

We maintain a “shelf” registration statement on Form S-3 on file with the SEC. A shelf registration statement, which includes a base prospectus, allows us at any time to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in a prospectus supplement accompanying the base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes, including, but not limited to, working capital, sales and marketing activities, general and administrative matters, capital expenditures, and repayment of indebtedness, and if opportunities arise, for the acquisition of, or investment in, assets, technologies, solutions or businesses that

Previous wording

-31- the credit agreement, refer to Note 6—Indebtedness. As of April 30, 2026, the outstanding balance under the revolving credit facility was $346.9 million. We were in compliance with all covenants under the credit agreement as of April 30, 2026, and for the period then ended. We continue to be in compliance with all covenants under the credit agreement through the filing date of this Quarterly Report on Form 10-Q.

Current wording

Our credit agreement includes a senior secured revolving credit facility in an aggregate principal amount of up to $1.0 billion, which matures on August 23, 2029 and may be used in the future for working capital and general corporate purposes, including the financing of acquisitions and other investments. For a description of the terms of the credit agreement, refer to Note 6—Indebtedness. As of July 31, 2026, the outstanding balance under the revolving credit facility was $335.0 million. We were in compliance with all covenants under the credit agreement as of July 31, 2026, and for the period then ended. We continue to be in compliance with all covenants under the credit agreement through the filing date of this Quarterly Report on Form 10-Q.

Previous wording

During the three months ended April 30, 2026, we used $123.3 million of cash for common stock repurchases. See Note 9—Stockholders' equity for additional information related to our stock repurchase program.

Current wording

During the six months ended July 31, 2026, we used $231.1 million of cash for common stock repurchases. See Note 9—Stockholders' equity for additional information related to our stock repurchase program.

Previous wording

During the three months ended April 30, 2026, we prepaid $15.0 million under our credit agreement.

Current wording

During the six months ended July 31, 2026, we prepaid $26.9 million under our credit agreement.