Form 4: HealthEquity Director Receives Equity Grant and Reports Option Holdings

HealthEquity, Inc. Director Evelyn S. Dilsaver reported the acquisition of 2,003 restricted stock units and detailed her existing stock option holdings, pursuant to a Rule 10b5-1 plan.

Summary

• Evelyn S. Dilsaver, a Director of HealthEquity, Inc. (HQY), reported changes in her beneficial ownership of company securities.
• On June 26, 2025, Ms. Dilsaver acquired 2,003 shares of Common Stock through a grant of restricted stock units (RSUs) at a price of $0.
• Each RSU represents a contingent right to receive one share of common stock and will vest in full on the date of the issuer's next annual stockholder meeting, with vested shares delivered upon vesting.
• Following this transaction, Ms. Dilsaver beneficially owns 36,669 shares of Common Stock directly.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.
• Ms. Dilsaver also holds several stock options, all of which are immediately exercisable:
• 15,000 stock options with an exercise price of $21.27, expiring on February 1, 2026.
• 4,339 stock options with an exercise price of $50.41, expiring on February 1, 2028.
• 4,012 stock options with an exercise price of $66.06, expiring on February 1, 2030.

Sentiment

Score: 6

Explanation: The document reports a routine insider transaction (director compensation) and existing option holdings. While not indicative of significant positive or negative news for the company's operations, the RSU grant aligns director interests with shareholders, and the use of a 10b5-1 plan is a positive governance signal.

Positives

• The acquisition of 2,003 restricted stock units at a $0 price represents a form of compensation for the director, aligning her interests with shareholders.
• The transaction was conducted under a Rule 10b5-1 plan, which demonstrates a structured and pre-planned approach to insider trading, enhancing transparency and reducing concerns about opportunistic trading.

Risks

• The vesting of restricted stock units will result in a minor dilution of existing shareholder equity, although this is a standard practice for equity compensation.

Future Outlook

The restricted stock units granted to the director are expected to vest in full on the date of HealthEquity's next annual stockholder meeting, at which point the shares will be delivered.

Management Comments

• The Power of Attorney given by Ms. Dilsaver was previously filed with the U.S. Securities and Exchange Commission on June 26, 2023, as an exhibit to a statement on Form 4 filed by Ms. Dilsaver with respect to HealthEquity, Inc. and is hereby incorporated by reference.

Industry Context

This filing is a routine insider transaction report, common across all publicly traded companies, reflecting director compensation practices. It does not provide broader industry trends or competitive insights.

Comparison to Industry Standards

• The grant of restricted stock units (RSUs) as part of director compensation is a common practice across industries, aligning director incentives with long-term shareholder value.
• The use of a Rule 10b5-1 trading plan for equity transactions by insiders is considered a best practice in corporate governance, promoting transparency and mitigating concerns about insider trading based on material non-public information. Many companies, including peers in the financial services and healthcare technology sectors, encourage or mandate the use of such plans for their executives and directors.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to Evelyn S. Dilsaver, a director, constitutes a related party transaction as it involves compensation from the company to a member of its board. This is a standard and disclosed form of compensation.

Stakeholder Impact

• Shareholders: The vesting of RSUs will result in minor dilution, but the equity grant aligns the director's interests with shareholder value creation.
• Director (Evelyn S. Dilsaver): Receives equity compensation, increasing her stake and potential future wealth tied to the company's performance.

Next Steps

• The restricted stock units are expected to vest in full on the date of HealthEquity's next annual stockholder meeting.

Key Dates

Keywords

HealthEquity, HQY, SEC Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, RSU, Stock Options, Director Compensation, Equity Grant, Rule 10b5-1