What changed in this filing

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Item 1. Business

2026-03-17 compared with 2025-03-18 · 79 added, 70 removed, 264 unchanged (36% of the section changed)

Company overview

We are a leader and an innovator in providing technology-enabled services that empower consumers to make healthcare saving and spending decisions.

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, the ability to earn wellness incentives, and investment advice to grow their tax-advantaged healthcare savings.

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.

We believe the shift to greater consumer responsibility for healthcare costs will require a significant portion of consumers under the age of 65 with private health insurance in the United States to use offerings such as ours.

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.

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 January 31, 2026, we administered 10.6 million HSAs, with balances totaling $36.5 billion, which we call HSA Assets, as well as 7.2 million complementary CDBs.

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

As of January 31, 2026, our platforms were integrated with more than 200 Network Partners.

We have increased our share of the growing HSA market from 4% in December 2010 to 20% as of June 2025, measured by HSA Assets.

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

According to the 2025 Midyear Devenir HSA Research Report, as of June 2025, 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.

We seek to differentiate ourselves through our service-driven culture, product breadth, ecosystem connectivity, and proprietary technology.

We seek to differentiate ourselves through our service-driven culture, product breadth, ecosystem connectivity, and proprietary technology, which enables our members to better save, spend, and invest their healthcare dollars.

Our proprietary technology allows us to help 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.

Our ability to assist consumers is enhanced by our capacity to securely share data in both directions with others in the health, benefits, and retirement ecosystems.

Our commuter benefits offering also leverages connectivity to an ecosystem of mass transit, ride hailing, and parking providers.

Our business model provides strong visibility into our future operating performance, with the vast majority of our accounts opened before the start of our fiscal year.

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service, custodial, and interchange.

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

We earn custodial revenue primarily from HSA cash held by our federally insured bank and credit union partners, which we collectively call our Depository Partners, HSA cash held by our insurance company partners, and Client-held funds deposited with our Depository Partners.

We earn service revenue mainly from fees paid by our Clients, Network Partners, and account holders, which we refer to as members, for the administration services we provide in connection with the HSAs and other CDBs we offer.

Service revenue also includes revenues earned from invested HSA Assets and our marketplace.

We earn custodial revenue primarily from HSA cash held by our insurance company partners, HSA cash held by our federally insured bank and credit union partners, which we collectively call our Depository Partners, and Client-held funds deposited with our Depository Partners.

We earn interchange revenue mainly from fees paid by merchants on payments that our members make using our physical payment cards and on our virtual payment system.

See “Key components of our results of operations” for additional information on our sources of revenue.

Recent acquisitions

HealthSavings HSA portfolio acquisition.

In March 2022, we acquired the Health Savings Administrators, L.L.C.

(“HealthSavings”) HSA portfolio, which consisted of $1.3 billion of HSA Assets held in approximately 87,000 HSAs in exchange for a purchase price of $60 million in cash.

BenefitWallet HSA portfolio acquisition.

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

In fiscal 2025, we acquired the BenefitWallet HSA portfolio, comprised of approximately 616,000 HSAs plus other accounts, which collectively totaled $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.

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Health savings accounts.

The Medicare Modernization Act of 2003 created HSAs, a tax-exempt trust or custodial account managed by a custodian that is a bank, an insurance company, or a non-bank custodian specifically authorized by the Internal Revenue Service, or IRS, as meeting certain ownership, capitalization, expertise, and governance requirements.

expertise, and governance requirements.

We are an IRS-approved non-bank custodian of our members' HSAs, designated to serve as both a passive and non-passive non-bank custodian of HSAs.

To be eligible to contribute to an HSA, an individual must be covered under a high-deductible healthcare plan, or HDHP, have no additional health coverage, not be enrolled in Medicare, and not be claimed as a dependent on someone else’s tax return.

HSAs have several tax-advantaged benefits, which we call the "triple tax savings":

HSAs have several tax-advantaged benefits, subject to applicable limitations, which we call the "triple tax savings":

(1) individuals can claim a tax deduction for contributions they make to their HSAs, and contributions that their employers make to their HSAs may be excluded from their gross income for purposes of federal and most state income and employment tax;

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and (3) distributions may be tax free if they are used to pay qualified medical expenses.

There is no requirement to provide receipts to us to substantiate HSA distributions to members, whether made through our payment card or directly from our online HSA platform.

There is no requirement to provide receipts to us to substantiate HSA distributions to members as members are responsible for substantiation, whether made through our payment card or directly from our online HSA platform.

Additionally, taxable distributions other than for qualified medical expenses are permitted without penalty (although subject to income tax) after age 65.

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, there is no “use or lose” requirement.

An HSA is owned by the account holder;

it remains the account holder’s property upon a change of employment, health plan or retirement.

An HSA is owned by the member;

it remains the member’s property upon a change of employment, health plan or retirement.

Investment platform and advisory services.

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HealthEquity Advisors, LLC provides investment advice to its clients exclusively through the Advisor tool on an interactive website.

Members who utilize our investment platform or subscribe for Advisor services pay asset-based fees, subject to a monthly fee cap, which include the cost of the advisory service and all other expenses associated with transactions made through these online tools.

Members who utilize our investment platform or subscribe for Advisor services pay asset-based fees which include the cost of the advisory service and all other expenses associated with transactions made through these online tools.

Advisor provides investment education guidance and management, including maintaining HSA cash (liquidity) in amounts directed by the member, targeting risk appropriate portfolio diversification, and mutual fund selection.

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Neither we nor Advisor provides advice to members in respect of investments on the platform.

We also offer a self-directed brokerage option through a third-party partner;

• GPS powered by HealthEquity Advisors, LLC:

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however, these are subject to the statutory annual limit on total contributions.

As with healthcare FSAs, employers realize payroll tax savings on the pre-tax dependent care FSA contributions made by their employees.

with healthcare FSAs, employers realize payroll tax savings on the pre-tax dependent care FSA contributions made by their employees.

Health reimbursement arrangements.

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All amounts paid by employers into HRAs are deductible for tax purposes by the employer and tax-free to the employee.

We offer federal COBRA and state continuation services to employer clients to meet the employer’s obligation to make available continuation of coverage for participants who are no longer eligible for the employer’s COBRA covered benefits, which include medical, dental, vision, HRAs, and certain healthcare FSAs.

COBRA requires employers to make health coverage available for qualified beneficiaries for a period of up to 36 months post-termination.

As part of our COBRA program, we offer a direct billing service where former employee participants pay us directly as opposed to their employers for coverage they elect to continue.

We handle the accounting and customer services for such terminated employees, as well as interfacing with the carrier regarding the employees’ eligibility for participation in the COBRA program.

We provide federal COBRA and state continuation administration services to employer Clients.

COBRA generally requires eligible employers to offer continuation coverage to qualified beneficiaries for a period that varies based on the qualifying event (generally 18 months for termination or reduction in hours and up to 36 months for certain other events).

We also offer direct‑billing services and participant support for individuals who elect continuation coverage.

Commuter programs.

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The maximum monthly federal (and sometimes state) tax free exclusion is indexed for inflation.

We also offer various other commuter services, including access to real-time commute data, to help employers design and implement flexible return-to-office and hybrid-workplace strategies and benefits.

We provide HSA and FSA members with access to certain healthcare products, programs, and services through our marketplace, with tax‑advantaged payment options using their HealthEquity accounts.

Our marketplace is made available through partnerships with third‑party providers.

These providers are responsible for the related clinical services (including prescribing medications, where applicable), fulfillment, and ongoing member support.

Marketplace offerings may vary by Client or health plan partner and are subject to change over time.

Our competitive landscape

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

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.

In addition, numerous indirect competitors, including benefits administration service providers, partner with banks and other HSA custodians to compete with us.

Our Network Partners and ecosystem partners may also choose to offer competitive services directly, as some health plans have done.

The products, programs, and services made available through our marketplace are part of highly competitive markets and introduce new and sophisticated competitors to us.

Our success depends on our ability to predict and react quickly to these and other industry and competitive dynamics.

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We believe we are well-positioned to benefit from the transformation of the healthcare benefits market.

Our technology platforms are aligned with a healthcare environment that rewards consumer engagement and fosters an integrated consumer experience.

Our technology platforms are aligned with a healthcare environment that rewards consumer engagement and fosters an integrated consumer experience for tax-advantaged saving, spending, and investing.

Generally, our members begin by building tax-advantaged savings through contributions to their HSAs.

These savings deliver immediate, practical value by helping members pay for qualified medical care, including through our marketplace.

Our members' HSA savings can also be invested for long-term growth and, over time, become an important component of their financial planning.

We believe that our offerings complement and reinforce one another and that member retention increases as they use their accounts with greater frequency and confidence.

Market leadership.

We have established a leadership position in the HSA industry through our focus on innovation and differentiated capabilities.

Our leadership position is evidenced by the increase in our market share (measured by HSA Assets), from 4% in December 2010 to 21% in June 2024, as reported in the 2024 Midyear Devenir HSA Research Report, which stated that we are the largest HSA custodian measured by both accounts and HSA Assets.

Our leadership position is evidenced by the increase in our market share (measured by HSA Assets), from 4% in December 2010 to 20% in June 2025, as reported in the 2025 Midyear Devenir HSA Research Report, which stated that we were the largest HSA provider by number of accounts and the second largest HSA provider by HSA Assets.

Differentiated consumer experience.

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We believe this provides an advantage relative to legacy competitors.

We seek to provide remarkable experiences for our members, Clients and Network Partners through what we call our "Purple" service.

We seek to provide customer-friendly experiences for our members, Clients, and Network Partners through what we call our "Purple" service.

We believe our Purple culture is a significant factor in our ability to attract and retain customers and to address opportunities in the rapidly changing healthcare sector.

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We tailor the content of our technology platforms and the guidance of our experts to be timely, personal, and relevant to each member.

For example, our technology generates health savings strategies that are delivered to our members when they interact with our platforms or contact us.

For example, our technology generates health savings strategies that are delivered to our members when they interact with our platforms, including our mobile application.

• Customer service and education:

As a key part of our strategy and commitment to provide Purple service, our team members work directly with our Network Partners, Clients, and members to engage with consumers, educating them about the benefits of our HSAs and our other products and providing personalized guidance.

As a key part of our strategy and commitment to provide Purple service, our team members work directly with our Network Partners, Clients, and members, educating them about the benefits of our HSAs and other products.

We employ individuals who provide real-time assistance to our members via telephone, email, or chat.

Bundled solution for HSAs and complementary CDBs.

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

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

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 a bundled offering of HSAs and complementary CDBs.

We believe that our ability to provide a combination of HSA and complementary CDB offerings significantly strengthens our value proposition to employers, health benefits brokers and consultants, and Network Partners as a leading single-source provider.

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Reaching the consumer is critical in order for us to increase the number of our HSA members.

Health plan Network Partners have been, and continue to be, a key channel through which we gain access to Clients and members.

Our integrations with Network Partners have provided, and continue to provide, a key channel through which we gain access to Clients and members.

We work directly with our Network Partners and Clients to reach the consumer in various ways.

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Proprietary and integrated technology solution.

We have a proprietary cloud-based technology solution, which we believe is differentiated in the marketplace for the key reasons described below.

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.

• Complete solution for managing consumer healthcare saving and spending:

We believe our technology platforms drive member outcomes by enabling our members to use this technology based on their own needs and desires.

For example, our members utilize our HSA platform to evaluate and pay healthcare bills through the member portal, which allows members to pay their healthcare providers, receive reimbursements and learn of savings opportunities for prescription drugs.

Members also utilize the platform’s mobile app, which has been re-launched to drive better outcomes, to view and pay claims on-the-go, including uploading medical and insurance documentation to the platform with their mobile phone cameras.

We have a proprietary cloud-based technology solution, which we believe is differentiated for the key reasons described below.

We are currently investing in a modernization of our proprietary technology platforms, including through the increasing use of artificial intelligence ("AI") tools and technologies, to support new opportunities and enhance security, privacy and platform infrastructure, while maintaining existing applications, features, and services.

• Complete solution for managing consumer healthcare saving, spending, and investing:

We believe our technology platforms and marketplace drive member outcomes by enabling our members to use this technology based on their own needs and desires.

For example, our members utilize our HSA platform to evaluate and pay healthcare bills through the member portal, which allows members to pay their healthcare providers, receive reimbursements, learn of savings opportunities for prescription drugs, and invest their HSA Assets for long-term growth.

Members also utilize the platform’s mobile app to view and pay claims on-the-go, including uploading medical and insurance documentation to the platform with their mobile phone cameras.

• Purpose-built technology:

Our technology solution was designed specifically to serve the needs of our members, Network Partners, other ecosystem partners and our Clients.

We believe our technology enables us to both provide remarkable experiences and drive member outcomes by providing greater functionality and flexibility than the technologies used by our competitors, many of which were originally developed for banking, benefits administration or retirement services.

We believe we are one of few providers with a solution that encompasses all of the core functionality of healthcare saving and spending in one integrated, secure, and compliant system, including custodial administration of individual savings and investment accounts, card and electronic funds transaction processing, benefits enrollment and eligibility, electronic and paper medical claims processing, medical bill presentment, tax-advantaged reimbursement account

and health incentive administration, HSA trust administration, online investment advice, and sophisticated analytics.

We believe our technology enables us to both provide customer-friendly experiences and drive member outcomes by providing greater functionality and flexibility than the technologies used by our competitors, many of which were originally

developed for banking, benefits administration or retirement services.

We believe we are one of few providers with a solution that encompasses all of the core functionalities of healthcare saving and spending in one integrated, secure, and compliant system, including custodial administration of individual savings and investment accounts, card and electronic funds transaction processing, benefits enrollment and eligibility, electronic and paper medical claims processing, medical bill presentment, tax-advantaged reimbursement account administration, HSA trust administration, online investment advice, and sophisticated analytics.

• Innovation:

We continue to invest in technology solutions to meet the evolving needs of our Network Partners, Clients and members.

Among other things, we also increasingly use AI tools and technologies to improve customer service, lower costs, and increase efficiencies.

Our current innovation efforts include, among others, increasing member and Client self-service capabilities, developing application programming interfaces (APIs), driving electronic communication rather than paper, increasing straight-through processing, improving overall process times utilizing traditional robotic process automation, providing our members access to healthcare solutions through our marketplace, and AI tools including the Expedited Claims and HSAnswers tools, leveraging chip-enabled stacked cards, and mobile wallet.

• Data integration:

Our technology solution allows us to integrate data from disparate sources, which enables us to seamlessly incorporate personal health information and individually tailored strategies into the consumer experience.

We utilize application programming interfaces (APIs) to integrate with health plans, pharmacy benefit managers, employers, and other benefits provider systems.

Our technology solution allows us to integrate data from disparate sources.

We utilize APIs to integrate with health plans, pharmacy benefit managers, employers, and other benefits provider systems.

A key part of our strategy is to integrate into our partners' ecosystems, rather than requiring them to conform to ours, as many of our partners’ systems rely on custom data models, non-standard formats, complex business rules, and security protocols that are difficult or expensive to change.

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For example, a HealthEquity team member can configure product attributes, including integration with a partner’s chosen healthcare price transparency or wellness tools, single sign on, sales and broker support sites, branding, member communication, custom fulfillment and payment card, savings options and interest rates, fees, and investment choices.

• Innovation:

We continue to invest in technology solutions to meet the evolving needs of our Network Partners, Clients and members.

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 artificial intelligence ("AI") tools including the Expedited Claims tool, leveraging chip-enabled stacked cards, and mobile wallet.

Scalable operating model.

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After initial on-boarding and a period of education, our service costs for any given customer typically decline over time.

Our opportunity to earn high-margin revenue from existing HSA members grows over time because as our HSA members’ balances grow, our custodial revenue and recordkeeping and advisory service revenues are increased without equivalent incremental cost to us.

Our opportunity to earn high-margin revenue from existing HSA members grows over time because as our HSA members’ balances grow, our custodial revenue and recordkeeping and advisory service revenues increase without equivalent incremental cost to us.

Enhanced Rates.

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Enhanced Rates is our default HSA cash offering, and a significant portion of new HSA cash is placed in Enhanced Rates.

An increase in the percentage of HSA cash held in our Enhanced Rates offering positively impacts our custodial revenue, as we generally receive a higher yield on HSA cash held by our insurance company partners compared to cash held by our Depository Partners.

In addition, increased participation in our Enhanced Rates offering reduces our exposure to short-term fluctuations in prevailing interest rates because contract repricing occurs gradually, at approximately 10% per year.

The percentage of HSA cash held in our Enhanced Rates offering has increased, and we expect that it will continue to increase.

As our Basic Rates contracts 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.

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.

Strong retention rates.

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Selective acquisition strategy.

We have historically acquired HSA portfolios and businesses that strengthen our service offerings.

We have historically acquired HSA portfolios and businesses that we believe strengthen our service offerings.

We expect to continue this growth strategy and are regularly engaged in evaluating different opportunities.

We have developed an internal capability to source, evaluate, and integrate acquisitions that have created value for stockholders.

We have developed an internal capability to source, evaluate, and integrate acquisitions.

We believe the nature of our competitive landscape provides significant acquisition opportunities.

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We believe they may look to divest these assets and, in certain cases, be limited from making acquisitions due to depository capital requirements.

Our success depends in part on our ability to successfully integrate acquired businesses and HSA portfolios with our business in an efficient and effective manner.

Our technology

Technology platforms.

We provide multiple cloud-based platforms, accessed by our members online via a desktop or mobile device, through which our members can make health saving and spending decisions, pay healthcare bills, receive personalized benefit information, earn wellness incentives, grow their savings, and make investment choices.

We provide secure cloud-based platforms, accessed by our members online via our mobile application or a desktop, through which our members are empowered to make health saving, spending and investment decisions, pay healthcare bills, receive personalized benefit information, and grow their savings.

The platforms provide users with access to services we provide as well as services provided by third parties selected by us or by our Network Partners.

Our delivery model for these platforms eliminates the need

for our Clients to install and maintain hardware and software in order to support HSA and other CDB programs and enables us to rapidly implement product enhancements across our entire user base.

We are increasingly using AI tools and technologies to increase efficiencies and reduce costs while developing AI-powered technologies to improve our customer experience.

Our delivery model for these platforms eliminates the need for our Clients to install and maintain hardware and software in order to support HSA and other CDB programs and enables us to rapidly implement product enhancements across our entire user base.

Among other features, our HSA platform includes the capability to present to users medical bills upon adjudication by a health plan, including details such as the amount paid by insurance, specific nature of the medical service provided, and diagnostic code.

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Our specialists can assist users with such tasks as optimizing the use of tax-advantaged accounts to reduce medical spending or selecting from among medical plans offered by an employer or health plan.

Our commuter platform provides Clients with various commuter services, including access to real-time commute data, to help Clients design and implement flexible return-to-office and hybrid-workplace strategies and benefits.

We are working to phase out a technology platform that we acquired in the acquisition of Further, which requires us to migrate the associated Clients to one of our other technology platforms.

For a description of our cybersecurity risk management framework for our technology platforms, see Item 1C.

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Privacy and data security regulations

In the provision of HSA custodial services and directed third-party administration services for FSAs and HRAs, we are subject to the Financial Services Modernization Act of 1999 (Gramm-Leach-Bliley Act or GLBA), the Health Insurance Portability and Accountability Act of 1996 (HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act), and similar state laws.

Economic and Clinical Health Act), and similar state laws.

The products and services made available through our marketplace may subject us to additional federal, state, and local laws and regulations.

GLBA imposes financial privacy and security requirements on financial institutions that relate to the collection, storage, use, and disclosure of an account holder’s nonpublic personal information.

Nonpublic personal information includes information that is collected or generated in the course of offering a financial product or service.

example, nonpublic personal information includes information submitted by a prospective account holder in an application, an account holder’s name and contact information, and transaction information.

For example, nonpublic personal information includes information submitted by a prospective account holder in an application, an account holder’s name and contact information, and transaction information.

Because part of our business is the administration of financial products such as HSAs, we are required under GLBA to send a notice of our privacy practices to account holders and to comply with restrictions on the disclosure of nonpublic personal information to non-affiliated third parties.

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Several of these laws do not apply to entities or data subject to GLBA or HIPAA.

The federal government is also considering legislative and regulatory proposals concerning privacy, data protection, and cybersecurity, which may require us to implement and maintain additional operational or compliance measures.

The federal government also at times considers legislative and regulatory proposals concerning privacy, data protection, and cybersecurity, which may require us to implement and maintain additional operational or compliance measures.

Our private-sector clients’ FSAs, HRAs, COBRA continuation insurance, and other account-based retirement plans are covered by the Employee Retirement Income Security Act of 1974, as amended, or ERISA, which governs “employee benefits plans.” Title I of ERISA does not generally apply to HSAs.

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The DOL issues regulations, technical releases, and other guidance that apply to employee benefit plans, tax-favored savings arrangements (including HSAs) and COBRA administration, generally.

In addition, in response to a request by an individual or an organization, the DOL’s Employee Benefits Security Administration may issue an advisory opinion that interprets and applies ERISA and/or corresponding prohibited transaction rules under the Internal Revenue Code to a specific situation, including issues related to consumer-centric healthcare accounts and retirement plans.

In addition, in response to a

request by an individual or an organization, the DOL’s Employee Benefits Security Administration may issue an advisory opinion that interprets and applies ERISA and/or corresponding prohibited transaction rules under the Internal Revenue Code to a specific situation, including issues related to consumer-centric healthcare accounts and retirement plans.

Healthcare reform

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The rules directly affect health FSAs and HRAs and have an indirect effect on HSAs.

Further changes to the Affordable Care Act and related healthcare regulation remain under consideration, including "Medicare for all" plans.

In July 2025, the “One Big Beautiful Bill Act” was signed into law, which expanded HSA availability to individuals with Bronze and Catastrophic health plans and expanded HSA eligibility to include a broader range of healthcare services.

Further changes to healthcare regulation remain under consideration, including "Medicare for all" plans.

In addition, legislative proposals to either increase access to HSAs and similar accounts, and conversely legislation that would curtail them, are commonly introduced in both chambers of Congress and could be taken up at any time.

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Intellectual property is important to our success.

We rely on trademarks and other forms of intellectual property rights and measures, including trade secrets, know-how and other unpatented proprietary processes, and nondisclosure agreements, to maintain and protect proprietary aspects of our products and technologies.

We rely on trademarks, patents, and other forms of intellectual property rights and measures, including trade secrets, know-how and other unpatented proprietary processes, and nondisclosure agreements, to maintain and protect proprietary aspects of our products and technologies.

We require our team members and consultants to execute confidentiality agreements in connection with their employment or consulting relationships with us.

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and oversee the Company’s talent management, development, and retention efforts.

As of January 31, 2025, we had 3,105 full-time team members and 15 part-time team members.

As of January 31, 2026, we had 2,814 team members.

Talent acquisition and team member development

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The program is open to all Member Service Specialists, and selected individuals who are able to support areas that need help while gaining experience that can assist with their personal and professional goals.

• We are implementing a broad leadership development program to improve team member engagement and productivity.

• We coordinate an annual company-wide learning series, Remarkable You.

• We offer a broad leadership development program to improve team member engagement and productivity.

• We coordinate an annual company-wide learning series.

Open to all teammates, sessions include leadership development, emotional intelligence, technical skills, and other professional development topics.

• We also offer DEAL (Dedicated, Engaged, Authentic Leaders), an annual summit for all company leadership that provides an opportunity to discuss strategic priorities and initiatives and focus on leadership development and effective leadership workshops.

• We also offer an annual summit for company leadership that provides an opportunity to discuss strategic priorities and initiatives and focus on leadership development and effective leadership workshops.

Pay equity is a crucial metric in assessing equal opportunity at HealthEquity.

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The KPIs are designed to determine whether our team members recommend HealthEquity as a great place to work, whether their work gives them a sense of accomplishment, and whether they are motivated to go above and beyond in their work.

As of January 31, 2025, our team member engagement score was 78% favorable, 15% neutral, and 7% unfavorable, based on a participation rate of 88%.

As of October 2025, our team member engagement score was 78% favorable, 15% neutral, and 7% unfavorable, based on a participation rate of 86%.

We believe that our team member engagement impacts our ability to retain our team members.

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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-K

Item 1. Business