What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-06-03 compared with 2024-12-09 · 102 added, 161 removed, 329 unchanged (44% of the section changed)

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Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk factors” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, our Quarterly Report on Form 10-Q for the period ended July 31, 2024, this Quarterly Report on Form 10-Q and our other reports filed with the SEC.

Furthermore, such forward-looking statements speak only as of the date of this report.

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The core of our offerings is the HSA, a financial account through which consumers spend and save long-term for healthcare expenses on a tax-advantaged basis.

As of October 31, 2024, we administered 9.5 million HSAs, with balances totaling $30.0 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 16.5 million as of October 31, 2024.

As of April 30, 2025, we administered 9.9 million HSAs, with balances totaling $31.3 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 17.1 million as of April 30, 2025.

We reach consumers primarily through relationships with their employers, which we call Clients.

We reach Clients primarily through relationships with benefits brokers and advisors, integrated partnerships with a network of health plans, benefits administrators, benefits brokers and consultants, and retirement plan recordkeepers, which we call Network Partners, and a sales force that calls on Clients directly.

We have increased our share of the growing HSA market from 4% in December 2010 to 21% as of June 2024, measured by HSA Assets.

According to Devenir, as of June 2024, we were the largest HSA provider by both accounts and HSA Assets.

We have increased our share of the growing HSA market from 4% in December 2010 to 21% as of December 2024, measured by HSA Assets.

According to the 2024 Year-End Devenir HSA Research Report, as of December 2024, we were the largest HSA provider by number of accounts and the second largest HSA provider by HSA Assets.

In addition, we believe we are the largest provider of other CDBs.

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BenefitWallet HSA portfolio acquisition

In September 2023, we entered into an agreement to acquire the BenefitWallet HSA portfolio from Conduent Business Services, LLC ("Conduent").

The transfer closed in a series of three tranches, as presented in the following table:

Transfers to HealthEquity Applicable purchase price

(in thousands, except HSA Assets) HSAs HSA Assets

(in millions) Paid using cash on hand Paid using borrowings under the Prior Revolving Credit Facility Total purchase price

March 7, 2024 266 $ 1,071 $ 163,974 $ — $ 163,974

April 11, 2024 134 555 34,925 50,000 84,925

May 9, 2024 216 1,047 1,101 175,000 176,101

Total 616 $ 2,673 $ 200,000 $ 225,000 $ 425,000

The BenefitWallet HSA portfolio acquisition was accounted for as an asset acquisition, and related acquisition costs were capitalized as part of the cost of the asset, which is included within intangible assets, net, on our condensed consolidated balance sheet.

We capitalized $27.2 million of transaction costs associated with the acquisition during the nine months ended October 31, 2024, which includes the reimbursement of $20.0 million of Conduent's transfer-related expenses.

In addition, in May 2024, we assumed a contract with a Depository Partner representing approximately 7% of the total HSA Assets added through the acquisition, which provides a custodial yield that is below current market rates and expires in June 2026.

We recorded deferred revenue of $20.3 million in May 2024 as a result of the assumed contract, which will be recorded as an increase to custodial revenue over the life of the assumed contract.

In fiscal 2025, we acquired the BenefitWallet HSA portfolio, comprised of approximately 616,000 HSAs plus other accounts with $2.7 billion of HSA Assets, from Conduent Business Services, LLC for a purchase price of $425.0 million.

We paid the purchase price using $225.0 million of borrowings under our revolving credit facility, with the remainder paid using cash on hand.

Key factors affecting our performance

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Each of these factors presents both significant opportunities and significant risks to our future performance.

See also the section entitled “Risk factors” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, this Quarterly Report on Form 10-Q and our other reports filed with the SEC.

See also the section entitled “Risk factors” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 and our other reports filed with the SEC.

Our acquisition and integration strategy

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The average family premium for employer-sponsored health insurance has risen by 24% since 2019 and 52% since 2014, resulting in increased participation in HSA-qualified health plans and HSAs and increased consumer cost-sharing in health insurance more generally.

We believe that continued growth in healthcare costs and related factors will spur continued growth in HSA-qualified health plans and HSAs and may encourage policy changes making HSAs or

similar vehicles available to new populations such as individuals in Medicare.

We believe that continued growth in healthcare costs and related factors will spur continued growth in HSA-qualified health plans and HSAs and may encourage policy changes making HSAs or similar vehicles available to new populations such as individuals in Medicare.

However, the timing and impact of these and other developments in U.S.

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Our sales force calls on enterprise and regional employers in industries across the U.S., as well as potential Network Partners from among health plans, benefits administrators, and retirement plan record keepers.

Our Network Partners are a key channel through which we gain access to Clients and members.

Our Network Partners are a key

channel through which we gain access to Clients and members.

Our Network Partners collectively employ thousands of sales representatives and account managers who promote both the Network Partners' products and our products and services.

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Product breadth

We are the largest custodian and administrator of HSAs, as well as a market-share leader in each of the major categories of complementary CDBs, including FSAs and HRAs, COBRA and commuter benefits administration.

We are a market-share leader in the administration of HSAs and each of the major categories of complementary CDBs, including FSAs and HRAs, COBRA and commuter benefits.

Our Clients and their benefits advisors increasingly seek HSA providers that can deliver an integrated offering of HSAs and complementary CDBs.

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Such factors, and the response of our competitors to them, also determine the amount of interest retained by our members.

We believe that increased participation in our Enhanced Rates offering, diversification of Depository Partners and insurance company partners, varied contract terms, and other factors reduce our exposure to short-term fluctuations in prevailing interest rates and mitigate the short-term impact of sustained increases or declines in prevailing

interest rates on our custodial revenue.

Over longer periods, sustained shifts in prevailing interest rates affect the amount of custodial revenue we can realize on custodial assets and the interest retained by our members.

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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 significant 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 making significant 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.

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 making 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.

In addition, we are investing in technology solutions to meet the evolving needs of our members, Clients and Network Partners.

Our current innovation efforts include, among others, increasing member and client self-service capabilities, developing APIs, driving electronic communication rather than paper, increasing straight-through processing, improving overall process times utilizing both traditional robotic process automation, and increasingly through AI tools, leveraging stacked cards, and mobile wallet.

Our Purple culture

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Many of these are state or federally chartered banks and other financial institutions for which we believe benefits administration services are not a core business.

Some of our direct competitors (including healthcare service companies such as UnitedHealth Group's Optum, Webster Bank, and well-known retail investment companies, such as Fidelity Investments) are in a position to devote more resources to the development, sale, and support of their products and services than we have at our disposal.

Some of our direct competitors (including well-known retail investment companies, such as Fidelity Investments, and healthcare service companies such as UnitedHealth Group's Optum and Webster Bank ) are in a position to devote more resources to the development, sale, and support of their products and services than we have at our disposal.

Our other CDB administration competitors include health insurance carriers, human resources consultants and outsourcers, payroll providers, national CDB specialists, regional third-party administrators, and commercial banks.

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Various states also have laws and regulations that impose additional restrictions on our collection, storage, and use of personally identifiable information.

Privacy regulation in particular has become a priority issue in many states, including, for example, the California Privacy Rights Act, which became effective on January 1, 2023.

Privacy regulation in particular has become a priority issue in many states, including, for example, the California Privacy Rights Act.

Our ability to predict and react quickly to relevant legal and regulatory trends and to correctly interpret their market and competitive implications is important to our success.

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The following table sets forth our HSAs, CDBs, and Total Accounts as of and for the periods indicated:

(in thousands, except percentages) October 31, 2024 October 31, 2023 % Change January 31, 2024

(in thousands, except percentages) April 30, 2025 April 30, 2024 % Change January 31, 2025

HSAs 9,886 9,097 9 % 9,889

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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 1.2 million, or 15%, from October 31, 2023 to October 31, 2024, driven by new HSAs added through the BenefitWallet HSA portfolio acquisition and new HSAs from sales.

The number of our CDBs decreased by 29 thousand, or less than 1%, from October 31, 2023 to October 31, 2024, primarily driven by a decrease in FSA accounts, largely offset by an increase in HRA accounts.

The number of our HSAs increased by 0.8 million, or 9%, from April 30, 2024 to April 30, 2025, driven by new HSAs from sales and new HSAs added through the BenefitWallet HSA portfolio acquisition.

The number of our CDBs increased by 0.3 million, or 4%, from April 30, 2024 to April 30, 2025, primarily driven by an increase in HRA and FSA accounts, partially offset by a decrease in other CDBs.

The following table sets forth HSA Assets as of and for the periods indicated:

(in millions, except percentages) October 31, 2024 October 31, 2023 % Change January 31, 2024

(in millions, except percentages) April 30, 2025 April 30, 2024 % Change January 31, 2025

HSA cash $ 17,066 $ 15,850 8 % $ 17,435

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Average daily HSA cash - Year-to-date 17,281 15,388 12 % 16,206

HSA Assets includes our HSA members’ custodial assets, which consists of the following components:

HSA Assets include our HSA members’ custodial assets, which consist of the following components:

(i) HSA cash, which includes member cash held by our Depository Partners and our insurance company partners, and (ii) HSA investments, which includes member investments held by our custodial investment partner.

Measuring HSA Assets is important because our custodial revenue is directly affected by average daily custodial balances for HSA Assets that are revenue generating.

HSA cash increased by $2.4 billion, or 17%, from October 31, 2023 to October 31, 2024, due to net HSA contributions from new and existing HSA members and HSA cash added through the BenefitWallet HSA portfolio acquisition, partially offset by transfers to HSA investments.

HSA investments increased by $5.0 billion, or 58%, from October 31, 2023 to October 31, 2024, due to the increased market value of invested balances, transfers from HSA cash, and HSA investments added through the BenefitWallet HSA portfolio acquisition.

Total HSA Assets increased by $7.4 billion, or 33%, from October 31, 2023 to October 31, 2024, primarily due to the increased market value of invested balances, HSA Assets added through the BenefitWallet HSA portfolio acquisition, and net HSA contributions from new and existing HSA members.

The following table summarizes the amount of HSA cash held by our Depository Partners and insurance company partners that is expected to reprice by fiscal year and the respective average annualized yield currently earned on that HSA cash as of October 31, 2024:

HSA cash increased by $1.2 billion, or 8%, from April 30, 2024 to April 30, 2025, due to net HSA contributions from new and existing HSA members and HSA cash added through the BenefitWallet HSA portfolio acquisition, partially offset by transfers to HSA investments.

HSA investments increased by $2.8 billion, or 24%, from April 30, 2024 to April 30, 2025, due to the increased market value of invested balances, transfers from HSA cash, and HSA investments added through the BenefitWallet HSA portfolio acquisition.

Total HSA Assets increased by $4.0 billion, or 15%, from April 30, 2024 to April 30, 2025, primarily due to net HSA contributions from new and existing HSA members, the increased market value of invested balances, and HSA Assets added through the BenefitWallet HSA portfolio acquisition.

Year ending January 31, (in billions, except percentages) HSA cash expected to reprice Average annualized yield

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Total (1) $ 16.4 3.5 %

(1) Excludes $0.6 billion of HSA cash held in floating-rate contracts as of October 31, 2024.

(1) Excludes $0.7 billion of HSA cash held in floating-rate contracts as of April 30, 2025.

Client-held funds

(in millions, except percentages) October 31, 2024 October 31, 2023 % Change January 31, 2024

(in millions, except percentages) April 30, 2025 April 30, 2024 % Change January 31, 2025

Client-held funds $ 925 $ 858 8 % $ 896

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The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to Adjusted EBITDA for the periods indicated:

Three months ended October 31, Nine months ended October 31,

Three months ended April 30,

(in thousands) 2025 2024

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Costs associated with unused office space 852 790

Other (1,026) 301 (368) 454

Adjusted EBITDA $ 140,208 $ 117,435

The following table sets forth our net income as a percentage of revenue:

Three months ended October 31, Nine months ended October 31,

(in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change

Three months ended April 30,

(in thousands, except percentages) 2025 2024 $ Change % Change

Net income $ 53,915 $ 28,813 $ 25,102 87 %

As a percentage of revenue 16 % 10 %

Our net income decreased by $9.0 million, or 61%, from the three months ended October 31, 2023 to the three months ended October 31, 2024, due to $30.0 million of expense during the three months ended October 31, 2024 to settle a lawsuit related to a lease termination (the "Lease Settlement"), as described in Note 5—Commitments and contingencies, and increases in other operating expenses and other expense, partially offset by an increase in gross profit and a decrease in income tax provision, as described more fully in the section entitled "Comparison of the three and nine months ended October 31, 2024 and 2023."

Our net income increased by $41.0 million, or 140%, from the nine months ended October 31, 2023 to the nine months ended October 31, 2024, due to an increase in gross profit and a decrease in income tax provision, partially offset by an increase in operating expenses, including the Lease Settlement, and other expense, as described more fully in the section entitled "Comparison of the three and nine months ended October 31, 2024 and 2023."

Our net income increased by $25.1 million, or 87%, from the three months ended April 30, 2024 to the three months ended April 30, 2025, primarily due to an increase in gross profit and a decrease in operating expenses, partially offset by an increase in income tax provision and interest expense, as described more fully in the section entitled "Comparison of the three months ended April 30, 2025 and 2024."

The following table sets forth our Adjusted EBITDA as a percentage of revenue:

Three months ended October 31, Nine months ended October 31,

(in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change

Three months ended April 30,

(in thousands, except percentages) 2025 2024 $ Change % Change

Adjusted EBITDA $ 140,208 $ 117,435 $ 22,773 19 %

As a percentage of revenue 42 % 41 %

Our Adjusted EBITDA increased by $22.6 million, or 24%, from the three months ended October 31, 2023 to the three months ended October 31, 2024, primarily due to an increase in total revenue, partially offset by increases in professional fees and personnel-related costs.

Our Adjusted EBITDA increased by $93.6 million, or 35%, from the nine months ended October 31, 2023 to the nine months ended October 31, 2024, primarily due to an increase in total revenue, partially offset by increases in personnel-related costs and professional fees.

Our Adjusted EBITDA increased by $22.8 million, or 19%, from the three months ended April 30, 2024 to the three months ended April 30, 2025, primarily due to an increase in total revenue, partially offset by increases in personnel-related costs and professional fees.

Our use of Adjusted EBITDA, including as a percentage of revenue, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

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The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to non-GAAP net income for the periods indicated:

Three months ended October 31, Nine months ended October 31,

Three months ended April 30,

(in thousands, except per share data) 2025 2024

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The Company may adjust its non-GAAP tax rate as additional information becomes available and in conjunction with any other significant events occurring that may materially affect this rate, such as merger and acquisition activity, changes in business outlook, or other changes in expectations regarding tax regulations.

Our non-GAAP net income increased by $17.2 million, or 33%, from the three months ended October 31, 2023 to the three months ended October 31, 2024, primarily due to an increase in total revenue, partially offset by increases in professional fees and personnel-related costs.

Our non-GAAP net income increased by $75.5 million, or 54%, from the nine months ended October 31, 2023 to the nine months ended October 31, 2024, primarily due to an increase in total revenue, partially offset by increases in personnel-related costs and professional fees.

Our non-GAAP net income increased by $15.5 million, or 22%, from the three months ended April 30, 2024 to the three months ended April 30, 2025, primarily due to an increase in total revenue, partially offset by increases in personnel-related costs, professional fees, and interest expense.

Our use of non-GAAP net income has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

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We earn service revenue from the fees we charge our Network Partners, Clients, and members for the administration services we provide in connection with the HSAs and other CDBs we offer.

With respect to our

Network Partners and Clients, our fees are generally based on a fixed tiered structure for the duration of the relevant service agreement and are paid to us on a monthly basis.

In addition, once a member’s HSA cash balance reaches a certain threshold, the member is able to invest his or her HSA Assets through our investment partner from which we earn recordkeeping and advisory fees, calculated as a percentage of the member's HSA investments.

With respect to our Network Partners and Clients, our fees are generally based on a fixed tiered structure for the duration of the relevant service agreement and are paid to us on a monthly basis.

In addition, once a member’s HSA cash balance reaches a certain threshold, the member is able to invest his or her HSA Assets through our investment partner from

which we earn recordkeeping and advisory fees, calculated as a percentage of the member's HSA investments.

We recognize revenue on a monthly basis as services are rendered to our members and Clients.

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Service costs are comprised of costs related to servicing accounts, managing Client and Network Partner relationships and processing reimbursement claims.

Expenditures include personnel-related costs, depreciation, amortization, stock-based compensation, common expense allocations (such as office rent, supplies, and other overhead expenses), new member and participant supplies, and other operating costs related to servicing our members.

Expenditures include personnel-related costs, 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.

Custodial costs.

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Interchange costs are comprised of costs we incur in connection with processing payment transactions initiated by our members.

Due to the substantiation requirement on FSA/HRA-linked payment card transactions, payment card costs are higher for FSA/HRA card transactions.

Due to the substantiation requirement on FSA- and HRA-linked payment card transactions, payment card costs are higher for FSA and HRA transactions than for HSA transactions.

In addition to fixed per card fees, we are assessed additional transaction costs determined by the amount of the transaction.

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Amortization of acquired intangible assets results primarily from intangible assets acquired in connection with business combinations.

The assets include acquired customer relationships, acquired developed technology, and acquired trade names and trademarks, which we amortize over the assets' estimated useful lives, estimated to be 7-15 years, 2-5 years, and 3 years, respectively.

The assets include acquired customer

relationships, acquired developed technology, and acquired trade names and trademarks, which we amortize over the assets' estimated useful lives, estimated to be 7-15 years, 2-5 years, and 3 years, respectively.

We also acquired intangible HSA portfolios from third-party custodians.

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Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized.

As of October 31, 2024, we have not recorded a valuation allowance on federal deferred tax assets, but we have recorded a valuation allowance on certain state deferred tax assets.

As of April 30, 2025, we have not recorded a valuation allowance on federal deferred tax assets, but we have recorded a valuation allowance on certain state deferred tax assets.

We maintain an overall net federal and state deferred tax liability on our condensed consolidated balance sheet.

Comparison of the three and nine months ended October 31, 2024 and 2023

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

The reclassifications relate primarily to recordkeeping and advisory fees associated with HSA investments, which were reclassified from custodial revenue to service revenue to better align our financial statement presentation with the underlying drivers of our revenue streams.

We also reclassified certain immaterial personnel-related costs from custodial costs to service costs or general and administrative costs.

The reclassifications had no impact on our total revenue, income from operations, net income, cash flows, or stockholders' equity.

The following table presents the impact of the reclassifications:

Three months ended October 31, 2023 Nine months ended October 31, 2023

(in thousands) Prior presentation Reclassifications Current presentation Prior presentation Reclassifications Current presentation

Service revenue $ 107,512 $ 6,570 $ 114,082 $ 318,343 $ 18,772 $ 337,115

Custodial revenue 106,575 (6,570) 100,005 299,933 (18,772) 281,161

Interchange revenue 35,132 — 35,132 118,924 — 118,924

Total revenue 249,219 — 249,219 737,200 — 737,200

Total cost of revenue 90,811 (774) 90,037 280,036 (2,153) 277,883

Gross profit 158,408 774 159,182 457,164 2,153 459,317

Total operating expenses 127,517 774 128,291 378,352 2,153 380,505

Total other expense (9,804) — (9,804) (33,489) — (33,489)

Income tax provision 6,414 — 6,414 15,975 — 15,975

Net income $ 14,673 $ — $ 14,673 $ 29,348 $ — $ 29,348

Comparison of the three months ended April 30, 2025 and 2024

The following table sets forth our revenue for the periods indicated:

Three months ended October 31, Nine months ended October 31,

(in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change

Three months ended April 30,

(in thousands, except percentages) 2025 2024 $ Change % Change

Service revenue $ 119,784 $ 118,214 $ 1,570 1 %

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Service revenue.

The $5.1 million, or 4%, increase in service revenue from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to the increases in the number of HSAs and the amount of HSA investments, partially offset by lower average service fees per account.

The $17.0 million, or 5%, increase in service revenue from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to the increases in the number of HSAs and the amount of HSA investments, partially offset by lower average service fees per account.

The $1.6 million, or 1%, increase in service revenue from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to the increases in the number of Total Accounts and the amount of HSA investments, partially offset by lower average service fees per account.

We expect service revenue to continue to increase, primarily due to an increase in Total Accounts, partially offset by lower average service fees per account.

Custodial revenue.

The $40.9 million, or 41%, increase in custodial revenue from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to an increase in average annualized yield on HSA cash from 2.58% for the three months ended October 31, 2023 to 3.17% for the three months ended October 31, 2024 (due to both higher market interest rates and increased participation in our Enhanced Rates offering), the $2.5 billion, or 18%, increase in the average daily balance of HSA cash, as described above, and an increase 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.

The $120.1 million, or 43%, increase in custodial revenue from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to an increase in average annualized yield on HSA cash from 2.42% for the nine months ended October 31, 2023 to 3.07% for the nine months ended October 31, 2024 (due to

both higher market interest rates and increased participation in our Enhanced Rates offering), the $2.0 billion, or 15%, increase in the average daily balance of HSA cash, as described above, and an increase 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.

Assuming the current interest rate environment continues, we expect our average annualized yield on HSA cash to further increase as our existing agreements with our Depository Partners are renewed or replaced with agreements with higher rates, resulting in higher custodial revenue.

The $34.8 million, or 29%, increase in custodial revenue from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to an increase in average annualized yield on HSA cash from 2.93% for the three months ended April 30, 2024 to 3.50% for the three months ended April 30, 2025 (due to both higher market interest rates and increased participation in our Enhanced Rates offering) and the $1.9 billion, or 12%, increase in the average daily balance of 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.

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 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.

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Interchange revenue.

The $5.2 million, or 15%, increase in interchange revenue from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to an increase in Total Accounts and an increase in spend per account using our payment cards.

The $13.6 million, or 11%, increase in interchange revenue from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to an increase in Total Accounts and an increase in spend per account using our payment cards.

The $6.9 million, or 14%, increase in interchange revenue from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to an increase in Total Accounts and an increase in spend per account using our payment cards.

On an annual basis, relative to the fiscal year ended January 31, 2025, we expect interchange revenue to continue to increase, primarily due to an increase in Total Accounts.

Total revenue.

Total revenue increased $51.2 million, or 21%, from the three months ended October 31, 2023 to the three months ended October 31, 2024 due to the increases in custodial, interchange, and service revenues, described above.

Total revenue increased $150.8 million, or 20%, from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 due to the increases in custodial, service, and interchange revenues, described above.

Total revenue increased $43.2 million, or 15%, from the three months ended April 30, 2024 to the three months ended April 30, 2025 due to the increases in custodial, interchange, and service revenues, described above.

Cost of revenue

The following table sets forth our cost of revenue for the periods indicated:

Three months ended October 31, Nine months ended October 31,

(in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change

Three months ended April 30,

(in thousands, except percentages) 2025 2024 $ Change % Change

Service costs $ 88,005 $ 82,347 $ 5,658 7 %

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Service costs.

The $11.1 million, or 15%, increase in service costs from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to costs incurred to reimburse and protect members from outside fraud activity, as well as increases in costs to support the increase in Total Accounts and member interactions, partially offset by efficiencies resulting from our technology investments.

The $12.6 million, or 5%, increase in service costs from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to costs incurred to reimburse and protect members from outside fraud activity, as well as increases in costs to support the increase in Total Accounts and member interactions, partially offset by efficiencies resulting from our technology investments.

The $5.7 million, or 7%, increase in service costs from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to increases in costs to support the increase in Total Accounts and member interactions and an increase in costs incurred to reimburse members impacted by outside fraud activity, partially offset by efficiencies resulting from our technology investments.

On an annual basis, relative to the fiscal year ended January 31, 2025, we expect service costs to decrease as a result of our technology investments in security and further operational efficiencies, partially offset by costs resulting from an increase in Total Accounts.

Custodial costs.

The $2.2 million, or 28%, increase in custodial costs from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to the $2.5 billion, or 18%, increase in the year-over-year average daily balance of HSA cash, as described above, an increase in fees charged by our Depository Partners, and an increase in the average annualized rate of interest retained by HSA members on HSA cash from 0.22% during the three months ended October 31, 2023 to 0.23% during the three months ended October 31, 2024.

The $5.3 million, or 22%, increase in custodial costs from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to the $2.0 billion, or 15%, increase in the year-over-year average daily balance of HSA cash, as described above, an increase in fees charged by our Depository Partners, and an increase in the average annualized rate of interest retained by HSA members on HSA cash from 0.22% during the nine months ended October 31, 2023 to 0.23% during the nine months ended October 31, 2024.

On an annual basis, relative to the fiscal year ended January 31, 2024, we expect custodial costs to increase due to an increase in the year-over-year average daily balance of HSA cash, an increase in fees charged by our Depository Partners, and an increase in the average annualized rate of interest retained by HSA members on HSA cash.

The $1.7 million, or 19%, increase in custodial costs from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to the $1.9 billion, or 12%, increase in the year-over-year average daily balance of HSA cash, as described above and an increase in the average annualized rate of interest retained by HSA members on HSA cash from 0.22% during the three months ended April 30, 2024 to 0.23% during the three months ended April 30, 2025.

On an annual basis, relative to the fiscal year ended January 31, 2025, we expect custodial costs to increase due to an increase in the year-over-year average daily balance of HSA cash, an increase in the average annualized rate of interest retained by HSA members on HSA cash, and an increase in fees charged by our Depository Partners.

Interchange costs.

The $18 thousand, or less than 1%, increase in interchange costs from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to an increase in Total Accounts and certain costs associated with our transition to a single card processor, which transition was completed in August 2024, largely offset by efficiencies resulting from the transition to a single card processor.

The $3.9 million, or 19%, increase in interchange costs from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to an increase in Total Accounts and certain costs associated with our transition to a single card processor, which transition was completed in August 2024, partially offset by efficiencies resulting from the transition to a single card processor.

The $1.3 million, or 14%, decrease in interchange costs from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to efficiencies resulting from the transition to a single card processor, partially offset by an increase in Total Accounts.

Total cost of revenue.

As we continue to add Total Accounts, we expect that our cost of revenue will increase in dollar amount to support our Network Partners, Clients, and members.

However, on an annual basis, relative to the fiscal year ended January 31, 2024, we expect our cost of revenue to decrease as a percentage of our total revenue, primarily due to an increase in custodial revenue, partially offset by increases in personnel costs.

For the nine months ended October 31, 2024, cost of revenue as a percentage of total revenue decreased to 33.8% from 37.7% for the nine months ended October 31, 2023, due to total revenue increasing at a significantly higher rate (20%) than total cost of revenue (8%).

Cost of revenue as a percentage of total revenue decreased to 32.2% for the three months ended April 30, 2025 compared to 34.9% for the three months ended April 30, 2024, due to total revenue increasing at a significantly higher rate (15%) than total cost of revenue (6%).

On an annual basis, relative to the fiscal year ended January 31, 2025, we expect that our cost of revenue will decrease in dollar amount, primarily due to a decrease in service costs.

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 scale our service delivery, Network Partner implementation, and account management functions.

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The following table sets forth our operating expenses for the periods indicated:

Three months ended October 31, Nine months ended October 31,

(in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change

Three months ended April 30,

(in thousands, except percentages) 2025 2024 $ Change % Change

Sales and marketing $ 25,984 $ 23,494 $ 2,490 11 %

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Sales and marketing.

The $3.0 million, or 15%, increase in sales and marketing expenses from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to an increase in personnel-related expenses.

The $8.9 million, or 15%, increase in sales and marketing expenses from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to an increase in personnel-related expenses.

We expect our sales and marketing expenses to increase for the foreseeable future as we continue to focus on our cross-selling program and marketing campaigns.

The $2.5 million, or 11%, increase in sales and marketing expenses from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to increases in personnel-related expenses and professional services expenses.

We expect our sales and marketing expenses to increase as we continue to focus on our cross-selling and member engagement programs.

On an annual basis, relative to the fiscal year ended January 31, 2025, we expect our sales and marketing expenses to remain relatively steady as a percentage of our total revenue.

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Technology and development.

The $4.6 million, or 8%, increase in technology and development expenses from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to increases in software costs, personnel-related expenses, and professional services expense.

The $11.3 million, or 7%, increase in technology and development expenses from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to increases in personnel-related expenses and software costs.

We expect our technology and development expenses to increase for the foreseeable future as we continue to invest in the development and security of our proprietary technology, including our ongoing modernization project

described earlier.

On an annual basis, relative to the fiscal year ended January 31, 2024, we expect our technology and development expenses to decrease slightly as a percentage of our total revenue.

The $5.3 million, or 10%, increase in technology and development expenses from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to increases in personnel-related expenses and software costs.

We expect our technology and development expenses to increase as we continue to invest in the development and security of our proprietary technology, including our ongoing modernization project described earlier.

On an annual basis, relative to the fiscal year ended January 31, 2025, we expect our technology and development expenses to remain relatively steady as a percentage of our total revenue.

However, our technology and development expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our technology and development expenses.

General and administrative.

The $4.6 million, or 17%, increase in general and administrative expenses from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to professional services expense.

The $21.8 million, or 27%, increase in general and administrative expenses from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to increases in professional services expense and accelerated stock-based compensation expense recognized with respect to certain performance restricted stock units granted during the current fiscal year, as described in Note 8—Stock-based compensation.

We expect our general and administrative expenses to increase for the foreseeable future due to the additional demands on our legal, compliance, and finance functions as we continue to grow our business.

On an annual basis, relative to the fiscal year ended January 31, 2024, we expect our general and administrative expenses to increase as a percentage of our total revenue.

The $12.7 million, or 33%, decrease in general and administrative expenses from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to a decrease in stock-based compensation expense resulting from the retirement of our former chief executive officer, partially offset by increases in personnel-related expenses.

On an annual basis, relative to the fiscal year ended January 31, 2025, we expect our general and administrative expenses to decrease, primarily due to a decrease in stock-based compensation expense, partially offset by additional demands on our legal, compliance, and finance functions as we continue to grow our business.

We expect our general and administrative expenses to decrease as a percentage of our total revenue.

However, our general and administrative expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our general and administrative expenses.

Amortization of acquired intangible assets.

The $5.1 million, or 22%, increase in amortization of acquired intangible assets from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to the new intangible assets added through the BenefitWallet HSA portfolio acquisition.

The $15.3 million, or 22%, increase in amortization of acquired intangible assets from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to the new intangible assets added through the BenefitWallet HSA portfolio acquisition.

On an annual basis, relative to the fiscal year ended January 31, 2024, we expect amortization of acquired intangible assets to increase, primarily due to the intangible assets added through BenefitWallet HSA portfolio acquisition.

The $1.5 million, or 6%, increase in amortization of acquired intangible assets from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to the new intangible assets added through the BenefitWallet HSA portfolio acquisition.

On an annual basis, relative to the fiscal year ended January 31, 2025, we expect amortization of acquired intangible assets to decrease, primarily due to a smaller carrying amount of intangible assets that have not been fully amortized.

Merger integration.

The $31.8 million, or 1,197%, increase in merger integration expenses from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to the Lease Settlement, as described in Note 5—Commitments and contingencies.

Other merger integration expenses during the three months ended October 31, 2024 consisted of professional fees, including expenses incurred in conjunction with the migration of accounts, technology-related expenses directly related to the Further acquisition and certain ongoing merger integration expenses related to the acquisition of WageWorks.

The $30.2 million, or 370%, increase in merger integration expenses from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to the Lease Settlement, as described in Note 5—Commitments and contingencies.

Other merger integration expenses during the nine months ended October 31, 2024 consisted of professional fees, including expenses incurred in conjunction with the migration of accounts, technology-related expenses directly related to the Further acquisition and certain ongoing merger integration expenses related to the acquisition of WageWorks.

We expect merger integration expenses attributable to the Further acquisition totaling approximately $55 million to be incurred over a period of approximately five to six years from the date of the acquisition, which occurred in November 2021.

Merger integration expenses decreased by $0.9 million, or 41%, from the three months ended April 30, 2024 to the three months ended April 30, 2025.

Merger integration expenses during the three months ended April 30, 2025 consisted of professional fees, including expenses incurred in conjunction with the migration of accounts, technology-related expenses directly related to the Further acquisition and certain ongoing merger integration expenses related to the acquisition of WageWorks, Inc.

On an annual basis, we expect merger integration expense to continue to decrease as we complete the remaining merger integration activities.

Interest expense

The $4.6 million, or 34%, increase in interest expense from the three months ended October 31, 2023 to the three months ended October 31, 2024 was primarily due to a higher average principal balance and a $1.6 million increase in losses on extinguishment of debt.

The increase was partially offset by a lower average interest rate on borrowings with variable interest rate terms.

The $3.6 million, or 9%, increase in interest expense from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was primarily due to a higher average principal balance and a $0.4 million increase in losses on extinguishment of debt.

The increase was partially offset by a lower average interest rate on borrowings with variable interest rate terms.

On August 23, 2024, we entered into a credit agreement (the "Credit Agreement") pursuant to which the Company established a new five-year senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $1.0 billion, a portion of which was used to repay all outstanding obligations under our prior credit agreement (the "Prior Credit Agreement").

As of October 31, 2024, borrowings under our Revolving Credit Facility were $486.9 million and had a stated interest rate of 6.34%.

As of October 31, 2023, borrowings under our Prior Credit Agreement were $286.9 million and had a stated interest rate of 6.68%.

The increase in principal was due to $225.0 million of borrowings to pay a portion of the BenefitWallet HSA portfolio acquisition purchase price, partially offset by a prepayment of $25.0 million during the nine months ended October 31, 2024.

On an annual basis, relative to the fiscal year ended January 31, 2024, we expect our interest expense to increase, primarily due to a higher average principal balance.

The $3.1 million, or 26%, increase in interest expense from the three months ended April 30, 2024 to the three months ended April 30, 2025 was primarily due to a higher average principal balance, partially offset by a lower average interest rate on borrowings with variable interest rate terms.

As of April 30, 2025, borrowings under our revolving credit facility were $461.9 million and had a stated interest rate of 5.92%.

As of April 30, 2024, borrowings under our prior credit agreement were $336.9 million and had a stated interest rate of 6.67%.

The increase in principal was due to $175.0 million of borrowings to pay a portion of the BenefitWallet HSA portfolio acquisition purchase price, partially offset by prepayments of $50.0 million during the twelve months ended April 30, 2025.

The interest rate on our revolving credit facility is variable and, accordingly, we may incur additional expense if interest rates increase in future periods.

Other income, net

The $1.0 million increase in other income, net, from the three months ended October 31, 2023 to the three months ended October 31, 2024 was due to increases in interest income on corporate cash and other miscellaneous income, net.

The $2.9 million increase in other income, net, from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 was due to an increase in interest income on corporate cash, partially offset by a decrease in other miscellaneous income, net.

The $0.7 million decrease in other income, net, from the three months ended April 30, 2024 to the three months ended April 30, 2025 was due to a decrease in interest income on corporate cash, partially offset by a decrease in other miscellaneous expense, net.

Income tax provision

For the three months ended October 31, 2024 and 2023, we recorded an income tax provision of $0.5 million and $6.4 million, respectively.

The decrease in income tax provision was primarily the result of a decrease in pre-tax book income, an increase in tax deductible stock-based compensation compared to GAAP stock-based compensation expense, and an increase in research and development tax credits.

For the nine months ended October 31, 2024 and 2023, we recorded an income tax provision of $15.7 million and $16.0 million, respectively.

The decrease in income tax provision was primarily the result of an increase in tax deductible stock-based compensation compared to GAAP stock-based compensation expense and an increase in research and development tax credits, partially offset by an increase in pre-tax book income and an increase in nondeductible executive compensation.

For the three months ended April 30, 2025 and 2024, we recorded an income tax provision of $17.0 million and $4.4 million, respectively.

The increase in income tax provision was primarily the result of an increase in pre-tax book income and a decrease in tax deductible stock-based compensation compared to GAAP stock-based compensation expense, partially offset by a decrease in nondeductible executive compensation.

Seasonal concentration of our growth combined with our recurring revenue model create seasonal variation in our results of operations.

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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.

As of October 31, 2024 and January 31, 2024, cash and cash equivalents were $322.2 million and $404.0 million, respectively.

As of April 30, 2025 and January 31, 2025, cash and cash equivalents were $287.9 million and $295.9 million, respectively.

Capital resources

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In addition, we may conduct concurrent or other financings at any time.

On August 23, 2024, we entered into a Credit Agreement, which includes a five-year senior secured Revolving Credit Facility in an aggregate principal amount of up to $1.0 billion, a portion of which was used to refinance our Prior Credit Agreement.

The Revolving Credit Facility may be used in the future for working capital and general corporate purposes, including the financing of acquisitions and other investments.

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 October 31, 2024, the outstanding balance under the Revolving Credit Facility was $486.9 million.

We were in compliance with all covenants under the Credit Agreement as of October 31, 2024, and for the period then ended.

As of April 30, 2025, the outstanding balance under the revolving credit facility was $461.9 million.

We were in compliance with all covenants under the credit agreement as of April 30, 2025, 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.

During the nine months ended October 31, 2024, we used $452.2 million of cash, which includes $225.0 million borrowed under our Prior Revolving Credit Facility, to pay for the BenefitWallet HSA portfolio acquisition.

In August 2024, in connection with our entry into the Credit Agreement, we repaid all outstanding obligations in the amount of $511.9 million under the Prior Credit Agreement and terminated all commitments thereunder.

In October 2024, we prepaid $25.0 million under the Credit Agreement.

During the nine months ended October 31, 2024, we used $58.5 million for common stock repurchases.

During the three months ended April 30, 2025, we used $59.1 million for common stock repurchases.

See Note 9—Stockholders' equity for additional information related to our stock repurchase program.

Capital expenditures for the nine months ended October 31, 2024 and 2023 were $39.7 million and $31.5 million, respectively.

Capital expenditures for the three months ended April 30, 2025 and 2024 were $16.1 million and $13.8 million, respectively.

We expect to continue our current level of capital expenditures for the remainder of the fiscal year ending January 31, 2026 as we continue to invest in improving the architecture and functionality of our proprietary systems.

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The following table shows our cash flows from operating activities, investing activities, and financing activities for the stated periods:

Nine months ended October 31,

Three months ended April 30,

(in thousands) 2025 2024

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Net cash provided by (used in) financing activities (56,649) 51,771

Increase (decrease) in cash and cash equivalents (81,816) 79,795

Decrease in cash and cash equivalents (8,054) (152,750)

Beginning cash and cash equivalents 295,948 403,979

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Cash flows from operating activities.

Net cash provided by operating activities increased by $98.4 million from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 primarily due to increased cash receipts with respect to our custodial, service, and interchange revenues, partially offset by an increase in cash payments with respect to operating expenses, cost of revenue, and interest expense.

Net cash provided by operating activities decreased by $0.7 million from the three months ended April 30, 2024 to the three months ended April 30, 2025 primarily due to an increase in cash payments with respect to personnel-related costs and professional fees, largely offset by increased cash receipts with respect to our custodial, interchange, and service revenues.

Cash flows from investing activities.

Net cash used in investing activities increased by $457.1 million from the nine months ended October 31, 2023 to the nine months ended October 31, 2024 due to a $449.0 million increase in cash used to acquire HSA portfolios, a $7.5 million increase in cash used for purchases of software and capitalized software development costs, and a $0.6 million increase in cash used for purchases of property and equipment.

Net cash used in investing activities decreased by $253.8 million from the three months ended April 30, 2024 to the three months ended April 30, 2025 due to a $256.1 million decrease in cash used to acquire HSA portfolios and a $0.6 million decrease in cash used for purchases of property and equipment, partially offset by a $3.0 million increase in cash used for purchases of software and capitalized software development costs.

Cash flows from financing activities.

Net cash provided by financing activities was $146.0 million during the nine months ended October 31, 2024, compared to $51.2 million of net cash used in financing activities during the nine months ended October 31, 2023.

The change was due to a $736.9 million increase in proceeds from long-term debt, a $3.4 million increase in net cash received in the settlement of client-held funds obligations, and a $1.6 million increase in proceeds from the exercise of common stock options, partially offset by a $486.2 million increase in cash used for principal payments and debt issuance costs associated with our long-term debt, and a $58.5 million increase in cash used for repurchases of common stock.

Net cash used in financing activities was $56.6 million during the three months ended April 30, 2025, compared to $51.8 million of net cash provided by financing activities during the three months ended April 30, 2024.

The change was due to a $59.1 million increase in cash used for repurchases of common stock, a $50.0 million decrease in proceeds from long-term debt, and a $1.4 million decrease in proceeds from the exercise of common stock options, partially offset by a $2.0 million increase in net cash received in the settlement of client-held funds obligations.

Contractual obligations

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Off-balance sheet arrangements

As of October 31, 2024, other than outstanding letters of credit issued under our Revolving Credit Facility, we did not have any off-balance sheet arrangements.

Our letters of credit generally expire within one year.

However, in the ordinary course of business, we will continue to renew or modify the terms of the letters of credit to support business requirements.

The letters of credit are contingent liabilities, supported by our Revolving Credit Facility, and are not reflected on our condensed consolidated balance sheets.

As of April 30, 2025, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.

Critical accounting policies and significant management estimates

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Our significant accounting policies are more fully described in Note 1 of the accompanying unaudited condensed consolidated financial statements and in Note 1 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

There have been no significant or material changes in our critical accounting policies during the nine months ended October 31, 2024, as compared to those disclosed in “Management’s discussion and analysis of financial condition and results of operations – Critical accounting policies and significant management estimates” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024.

There have been no significant or material changes in our critical accounting policies during the three months ended April 30, 2025, as compared to those disclosed in “Management’s discussion and analysis of financial condition and results of operations – Critical accounting policies and significant management estimates” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

Recent accounting pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis