{"url_path":"/sec/hqy/8-k/2026-05-08/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 (e)    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1428336/0001428336-26-000016-index.html","accession_number":"0001428336-26-000016","cik":"0001428336","ticker":"HQY","issuer_name":"HEALTHEQUITY, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1428336/0001428336-26-000016-index.html","primary_entity_key":"0001428336","primary_entity_name":"HEALTHEQUITY, INC."},"word_count":538,"has_tables":true,"body_markdown":"Item 5.02(e)    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn May 5, 2026, each of Scott Cutler (President and Chief Executive Officer), James Lucania (Executive Vice President and Chief Financial Officer), Dr. Stephen Neeleman, M.D. (Founder and Vice Chairman), Michael Fiore (Executive Vice President and Chief Commercial Officer), Sunil Rajasekar (Executive Vice President and Chief Product and Strategy Officer), and Delano Ladd (Executive Vice President and General Counsel) (each an “Executive” and, together, the “Executives,” and such amendments, the “Amendments”) signed amendments to their employment agreements to provide for enhanced severance payments and benefits.\n\nSpecifically, upon a termination by the Company without cause or a resignation by the Executive for good reason (each as defined in the Executives’ existing employment agreements): (i) the Amendment to Mr. Cutler’s employment agreement provides that his severance payment will include, in addition to 12 months of base salary, an amount equal to his target cash bonus for the year of termination (or 150% of his target cash bonus, in addition to 18 months of base salary, if his termination occurs on or within 18 months following the consummation of a change in control) and (ii) the Amendment to the employment agreements with the Executives other than Mr. Cutler provides that their severance payment will include, in addition to 12 months of base salary, an amount equal to their target cash bonus for the year of termination if their termination occurs on or within 18 months following the consummation of a change in control.\n\nThe Executives’ receipt of all severance payments and benefits under the Executives’ employment agreements (including the enhanced severance payments and benefits pursuant to the Amendments) is subject to certain terms and conditions set forth in the Executives’ employment agreements, including that the Executive execute and not revoke a general release of claims in favor of the Company and its affiliates.\n\nIn addition to the Amendments, on March 25, 2026, the Talent, Culture and Compensation Committee of the Board of Directors approved certain vesting terms for equity awards granted following March 25, 2026. For any time-based restricted stock units granted to the Executives following March 25, 2026 (the “RSUs”), upon a termination by the Company without cause or a resignation by the Executive for good reason prior to a change in control, any RSUs scheduled to vest during the 12-month period following such termination will vest and be settled as of such termination. For any performance-based restricted stock units granted to the Executive following March 25, 2026 (the “PSUs”), upon a termination by the Company without cause or a resignation by the Executive for good reason prior to a change in control, a prorated number of the PSUs (based on the number of days employed during the performance period) will remain outstanding and eligible to vest based on actual performance of the Company following the completion of the applicable performance period.\n\nThe foregoing description of the Amendments and the vesting terms of the equity awards are qualified in their entirety by reference to the full text of the Amendments and the applicable award agreements, copies of which will be filed with the Company’s next Quarterly Report on Form 10-Q."}