What changed in this filing

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Item 1. Financial Statements

2026-08-27 compared with 2026-05-28 · 117 added, 92 removed, 407 unchanged (34% of the section changed)

3 unchanged sentences

Condensed consolidated balance sheets

(in thousands, except par value) April 30, 2026 January 31, 2026

(in thousands, except par value) July 31, 2026 January 31, 2026

Current assets

Cash and cash equivalents $ 256,003 $ 318,927

Accounts receivable, net of allowance for doubtful accounts of $ 953 and $ 924 as of April 30, 2026 and January 31, 2026, respectively

Accounts receivable, net of allowance for doubtful accounts of $ 1,067 and $ 924 as of July 31, 2026 and January 31, 2026, respectively

122,193 123,696

23 unchanged sentences

Stockholders’ equity

Preferred stock, $ 0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of April 30, 2026 and January 31, 2026, respectively

Common stock, $ 0.0001 par value, 900,000 shares authorized, 83,927 and 85,007 shares issued and outstanding as of April 30, 2026 and January 31, 2026, respectively

Preferred stock, $ 0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of July 31, 2026 and January 31, 2026, respectively

Common stock, $ 0.0001 par value, 900,000 shares authorized, 82,909 and 85,007 shares issued and outstanding as of July 31, 2026 and January 31, 2026, respectively

Additional paid-in capital 1,896,571 1,916,989

7 unchanged sentences

Condensed consolidated statements of operations (unaudited)

Three months ended April 30,

Three months ended July 31, Six months ended July 31,

(in thousands, except per share data) 2026 2025 2026 2025

34 unchanged sentences

Condensed consolidated statements of comprehensive income (unaudited)

Three months ended April 30,

(in thousands, except per share data) 2026 2025

Three months ended July 31, Six months ended July 31,

(in thousands) 2026 2025 2026 2025

Net income $ 65,644 $ 59,854 $ 135,062 $ 113,769

Other comprehensive loss

Other comprehensive income (loss)

Cash flow hedges

Net unrealized losses ( 25,897 ) —

Reclassification of net gains included in net income ( 148 ) —

Net change, net of income tax benefit of $ 8,463 for the three months ended April 30, 2026

Total other comprehensive loss ( 26,045 ) —

Net unrealized gains (losses) ( 37,322 ) 203 ( 63,219 ) 203

Reclassification of net (gains) losses included in net income 22 — ( 126 ) —

Net change, net of income tax benefit (expense) of $ 12,135 , $( 70 ), $ 20,598 , and $( 70 ), respectively

( 37,300 ) 203 ( 63,345 ) 203

Total other comprehensive income (loss) ( 37,300 ) 203 ( 63,345 ) 203

Comprehensive income $ 28,344 $ 60,057 $ 71,717 $ 113,972

3 unchanged sentences

Condensed consolidated statements of stockholders’ equity (unaudited)

Three months ended April 30,

Three months ended July 31, Six months ended July 31,

(in thousands) 2026 2025 2026 2025

15 unchanged sentences

Ending balance 162,583 226,897 162,583 226,897

Accumulated other comprehensive loss:

Accumulated other comprehensive income (loss):

Beginning balance ( 31,752 ) — ( 5,707 ) —

Other comprehensive loss ( 26,045 ) —

Other comprehensive income (loss) ( 37,300 ) 203 ( 63,345 ) 203

Ending balance ( 69,052 ) 203 ( 69,052 ) 203

4 unchanged sentences

Condensed consolidated statements of cash flows (unaudited)

Three months ended April 30,

Six months ended July 31,

(in thousands) 2026 2025

17 unchanged sentences

Cash flows from investing activities:

Purchases of software and capitalized software development costs ( 15,930 ) ( 16,057 )

Capitalized software development costs ( 30,720 ) ( 26,464 )

Purchases of property and equipment ( 1,340 ) ( 859 )

7 unchanged sentences

Net cash used in financing activities ( 256,790 ) ( 164,768 )

Decrease in cash and cash equivalents ( 53,558 ) ( 8,054 )

Increase (decrease) in cash and cash equivalents ( 62,924 ) 8,513

Beginning cash and cash equivalents 318,927 295,948

4 unchanged sentences

Condensed consolidated statements of cash flows (unaudited) (continued)

Three months ended April 30,

Six months ended July 31,

(in thousands) 2026 2025

1 unchanged sentence

Interest expense paid in cash $ 23,350 $ 28,362

Income tax refunds, net ( 451 ) ( 46 )

Income tax payments, net 35,586 6,507

Supplemental disclosures of non-cash investing and financing activities:

Purchases of software and capitalized software development costs included in accounts payable, accrued liabilities, or accrued compensation 2,001 2,774

Capitalized software development costs included in accounts payable, accrued liabilities, or accrued compensation 3,434 3,380

Purchases of property and equipment included in accounts payable or accrued liabilities 1,294 155

Repurchases of common stock included in accrued liabilities 3,255 1,246

Exercise of common stock options receivable 57 —

See accompanying notes to condensed consolidated financial statements.

16 unchanged sentences

Basis of presentation

The accompanying condensed consolidated financial statements as of April 30, 2026 and for the three months ended April 30, 2026 and 2025 are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting.

The accompanying condensed consolidated financial statements as of July 31, 2026 and for the three and six months ended July 31, 2026 and 2025 are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting.

In the opinion of management, the interim data includes all adjustments necessary for a fair presentation of the results for the interim periods.

20 unchanged sentences

The following table sets forth the computation of basic and diluted net income per share:

Three months ended April 30,

Three months ended July 31, Six months ended July 31,

(in thousands, except per share data) 2026 2025 2026 2025

10 unchanged sentences

Diluted $ 0.78 $ 0.68 $ 1.60 $ 1.29

For the three months ended April 30, 2026 and 2025, 0.4 million and 0.1 million shares, respectively, attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted net income per share as their inclusion would have been anti-dilutive.

For each of the three months ended July 31, 2026 and 2025, 0.2 million shares attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted net income per share as their inclusion would have been anti-dilutive.

For the six months ended July 31, 2026 and 2025, 0.2 million and 0.1 million shares, respectively, attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted net income per share as their inclusion would have been anti-dilutive.

Supplemental financial statement information

2 unchanged sentences

Property and equipment consisted of the following:

(in thousands) April 30, 2026 January 31, 2026

(in thousands) July 31, 2026 January 31, 2026

Leasehold improvements $ 15,276 $ 14,140

4 unchanged sentences

Property and equipment, net $ 4,823 $ 3,177

Depreciation expense was $ 0.5 million and $ 0.7 million for the three months ended April 30, 2026 and 2025, respectively.

Depreciation expense was $ 0.5 million for each of the three months ended July 31, 2026 and 2025, and $ 1.0 million and $ 1.1 million for the six months ended July 31, 2026 and 2025, respectively.

Contract balances

2 unchanged sentences

Alternatively, when payment precedes the related services, the Company records a contract liability, or deferred revenue, until its performance obligations are satisfied.

April 30, 2026 and January 31, 2026, the balance of deferred revenue was $ 5.0 million and $ 6.7 million, respectively.

The balances are related to cash received in advance for custodial and interchange revenue arrangements, other up-front fees and other commuter deferred revenue.

As of July 31, 2026 and January 31, 2026, the balance of deferred revenue was $ 3.1 million and $ 6.7 million, respectively.

The balances are related to cash received in advance for up-front fees, interchange revenue arrangements, and other commuter deferred revenue.

The Company expects to recognize approximately 82 % of its balance of deferred revenue as revenue over the next 12 months and the remainder thereafter.

Amounts expected to be recognized as revenue within a period of 12 months or less are classified as accrued liabilities in the Company's condensed consolidated balance sheets, with the remainder included within other long-term liabilities.

Revenue recognized during the three months ended April 30, 2026 that was included in the balance of deferred revenue as of January 31, 2026 was $ 3.1 million.

Revenue recognized during the three and six months ended July 31, 2026 that was included in the balance of deferred revenue as of January 31, 2026 was $ 2.2 million and $ 5.3 million, respectively.

The Company expects to satisfy its remaining obligations for these arrangements.

The components of operating lease costs were as follows:

Three months ended April 30,

The components of net operating lease expense were as follows:

Three months ended July 31, Six months ended July 31,

(in thousands)

2026 2025 2026 2025

Operating lease expense $ 2,159 $ 2,234 $ 4,368 $ 4,474

3 unchanged sentences

Other income, net, consisted of the following:

Three months ended April 30,

Three months ended July 31, Six months ended July 31,

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

Supplemental cash flow information related to the Company's operating leases was as follows:

Three months ended April 30,

Six months ended July 31,

(in thousands) 2026 2025

5 unchanged sentences

The gross carrying amount and associated accumulated amortization of intangible assets were as follows:

April 30, 2026

July 31, 2026

(in thousands) Gross carrying amount Accumulated amortization Net carrying amount

15 unchanged sentences

Total amortizable intangible assets $ 1,999,408 $ ( 902,236 ) $ 1,097,172

Amortization expense was $ 37.7 million and $ 38.1 million for the three months ended April 30, 2026 and 2025, respectively.

There were no changes to the carrying value of goodwill during the three months ended April 30, 2026.

Amortization expense was $ 41.5 million and $ 38.0 million for the three months ended July 31, 2026 and 2025, respectively, and $ 79.2 million and $ 76.1 million for the six months ended July 31, 2026 and 2025, respectively.

There were no changes to the carrying value of goodwill during the six months ended July 31, 2026.

Commitments and contingencies

The Company’s principal commitments consist of long-term debt, operating lease obligations, and other purchase obligations and contractual commitments.

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

There were no other material changes during the three months ended April 30, 2026, outside of the ordinary course of business, in the Company's commitments from those disclosed in its Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

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

There were no other material changes during the six months ended July 31, 2026, outside of the ordinary course of business, in the Company's commitments from those disclosed in its Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

Contingencies

6 unchanged sentences

The plaintiffs are seeking, among other damages, unspecified monetary damages, equitable relief, costs, and attorneys' fees arising out of the incident.

On December 13, 2024, the Company filed a motion to dismiss the class action and a motion to compel arbitration.

December 13, 2024, the Company filed a motion to dismiss the class action and a motion to compel arbitration.

On May 5, 2025, the court dismissed without prejudice the Company's motion to compel arbitration and the motion to dismiss, with the court noting that the Company could refile both motions after the conclusion of discovery.

8 unchanged sentences

However, litigation is subject to inherent uncertainties and the Company’s view of these matters may change.

an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position, results of operations and cash flows for the period in which the unfavorable outcome occurs, and potentially in future periods.

Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position, results of operations and cash flows for the period in which the unfavorable outcome occurs, and potentially in future periods.

Long-term debt consisted of the following:

(in thousands) April 30, 2026 January 31, 2026

(in thousands) July 31, 2026 January 31, 2026

4.50 % Senior Notes due 2029

6 unchanged sentences

Long-term debt, net $ 931,062 $ 957,379

(1) In addition to the $ 4.2 million and $ 4.5 million of unamortized discount and issuance costs related to the Notes as of April 30, 2026 and January 31, 2026, respectively, $ 5.5 million and $ 5.9 million of unamortized issuance costs related to the Company's Revolving Credit Facility are included within other assets in the condensed consolidated balance sheets as of April 30, 2026 and January 31, 2026, respectively.

(1) In addition to the $ 3.9 million and $ 4.5 million of unamortized discount and issuance costs related to the Notes as of July 31, 2026 and January 31, 2026, respectively, $ 5.1 million and $ 5.9 million of unamortized issuance costs related to the Company's Revolving Credit Facility are included within other assets in the condensed consolidated balance sheets as of July 31, 2026 and January 31, 2026, respectively.

4.50 % Senior Notes due 2029

4 unchanged sentences

Interest on the Notes is payable on April 1 and October 1 of each year.

As of April 30, 2026 and January 31, 2026, the balance of accrued interest on the Notes was $ 2.3 million and $ 9.0 million , respectively, which is included within accrued liabilities on the Company's condensed consolidated balance sheets.

Accrued interest on the Notes was $ 9.0 million at each of July 31, 2026 and January 31, 2026, which is included within accrued liabilities on the Company's condensed consolidated balance sheets.

The effective interest rate on the Notes is 4.72 %.

9 unchanged sentences

The maturity date of the Revolving Credit Facility is August 23, 2029.

long as the Company’s pro forma first lien net leverage ratio would not exceed 3.85 to 1.00 as of the date such loans or commitments are incurred.

Subject to the terms and conditions set forth in the Credit Agreement (including obtaining additional commitments from one or more new or existing lenders), the Company may in the future incur additional loans or commitments under the Credit Agreement in an aggregate principal amount of up to $ 450 million, plus an additional amount so long as the Company’s pro forma first lien net leverage ratio would not exceed 3.85 to 1.00 as of the date such loans or commitments are incurred.

Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to, at the Company’s option, either (i) the secured overnight financing rate published by the CME Group Benchmark Administration Limited (“Term SOFR”) (subject to a 0.10 % “credit spread adjustment”) plus a margin ranging from 1.25 % to 2.50 % or (ii) an alternate base rate plus a margin ranging from 0.25 % to 1.50 %, with the applicable margin determined by reference to a leverage-based pricing grid set forth in the Credit Agreement.

The Company is also required to pay certain fees to the Lenders, including, among others, a quarterly commitment fee on the average unused amount of the Revolving Credit Facility at a rate ranging from 0.25 % to 0.50 %, with the applicable rate also determined by reference to a leverage-based pricing grid set forth in the Credit Agreement.

As of April 30, 2026, the interest rate on the Revolving Credit Facility was 5.00 %.

As of July 31, 2026, the interest rate on the Revolving Credit Facility was 5.08 %.

The loans under the Revolving Credit Facility may be prepaid, and the commitments thereunder may be reduced by the Company without penalty or premium, subject to the reimbursement of customary “breakage costs.”

The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, merge or dissolve, make investments, dispose of assets, engage in sale and leaseback transactions, make distributions and dividends and prepayments of junior indebtedness, engage in transactions with affiliates, enter into restrictive agreements, amend documentation governing junior indebtedness, modify its fiscal year and modify its organizational documents, in each case, subject to customary exceptions, thresholds, qualifications and “baskets.” In addition, the Credit Agreement contains financial performance covenants, which require the Company to maintain (i) a maximum total net leverage ratio, measured as of the last day of each fiscal quarter, of no greater than 5.00 to 1.00 and (ii) a minimum consolidated interest coverage ratio, measured as of the last day of each fiscal quarter, of no less than 3.00 to 1.00.

The Company was in compliance with all covenants under the Credit Agreement as of April 30, 2026 and for the period then ended.

The Company was in compliance with all covenants under the Credit Agreement as of July 31, 2026 and for the period then ended.

The repayment obligation under the Credit Agreement may be accelerated upon the occurrence of an event of default thereunder, including, among other things, failure to pay principal, interest or fees on a timely basis, material inaccuracy of any representation or warranty, failure to comply with covenants, cross-default to other material debt, material judgments, change of control and certain insolvency or bankruptcy-related events, in each case, subject to any certain grace and/or cure periods.

1 unchanged sentence

The Company follows Accounting Standards Codification ("ASC") 740-270, Income Taxes - Interim Reporting , for the computation and presentation of its interim period tax provision.

Accordingly, management estimated the effective annual tax rate and applied this rate to pre-tax income through the end of the latest fiscal quarter to determine the interim income tax provision.

For the three months ended April 30, 2026 and 2025, the Company recorded an income tax provision of $ 23.0 million and $ 17.0 million, respectively.

This resulted in an effective income tax rate of 24.9 % for the three months ended April 30, 2026, compared with an effective income tax rate of 24.0 % for the three months ended April 30, 2025.

For the three months ended April 30, 2026, discrete tax items impacting the effective tax rate were primarily due to tax benefit from stock-based compensation expense.

For the three months ended April 30, 2025, discrete tax items impacting the effective tax rate were primarily due to tax benefit from stock-based compensation expense and changes to net state deferred tax liabilities due to state apportionment changes.

As of April 30, 2026 and January 31, 2026, the Company’s total gross unrecognized tax benefit was $ 28.4 million and $ 27.4 million, respectively.

If recognized, $ 25.0 million of the total gross unrecognized tax benefit would affect the Company's effective tax rate as of April 30, 2026.

As of April 30, 2026, $ 17.2 million of federal income tax payable is included within accrued liabilities on the Company's condensed consolidated balance sheets.

Accordingly, management estimated the

effective annual tax rate and applied this rate to pre-tax income through the end of the latest fiscal quarter to determine the interim income tax provision.

Three months ended July 31, Six months ended July 31,

(in thousands, except percentages) 2026 2025 2026 2025

Income tax provision $ 22,221 $ 18,194 $ 45,216 $ 35,232

Effective income tax rate 25.3 % 23.3 % 25.1 % 23.6 %

For the three and six months ended July 31, 2026, discrete tax items impacting the effective tax rate were primarily due to tax benefit from stock-based compensation expense.

For the three and six months ended July 31, 2025, discrete tax items impacting the effective tax rate were primarily due to tax benefit from stock-based compensation expense and changes to net state deferred tax liabilities due to state apportionment changes.

As of July 31, 2026 and January 31, 2026, the Company’s total gross unrecognized tax benefit was $ 29.6 million and $ 27.4 million, respectively.

If recognized, $ 26.1 million of the total gross unrecognized tax benefit would affect the Company's effective tax rate as of July 31, 2026.

The Company files income tax returns with U.S.

federal and state taxing jurisdictions and is currently under examination by the state of California.

This tax examination may lead to ordinary course adjustments or proposed

adjustments to the Company's taxes, net operating losses, and/or tax credit carryforwards.

This tax examination may lead to ordinary course adjustments or proposed adjustments to the Company's taxes, net operating losses, and/or tax credit carryforwards.

As a result of the Company's net operating loss carryforwards and tax credit carryforwards, the Company remains subject to examination by one or more jurisdictions for tax years after 2006.

1 unchanged sentence

The following table shows a summary of stock-based compensation in the Company's condensed consolidated statements of operations during the periods presented:

Three months ended April 30,

Three months ended July 31, Six months ended July 31,

(in thousands) 2026 2025 2026 2025

6 unchanged sentences

Incentive Plan.

The HealthEquity, Inc.

The Amended and Restated HealthEquity, Inc.

2024 Equity Incentive Plan (the "Incentive Plan") provides for the issuance of stock awards to team members, consultants, and directors of the Company.

Subject to adjustment as provided in the Incentive Plan, as of April 30, 2026, the aggregate number of shares of the Company’s common stock reserved and available for issuance pursuant to awards granted under the Incentive Plan was 1.8 million.

Subject to adjustment as provided in the Incentive Plan, as of July 31, 2026, the aggregate number of shares of the Company’s common stock reserved and available for issuance pursuant to awards granted under the Incentive Plan was 4.2 million.

Stock options

9 unchanged sentences

Exercised ( 23 ) $ 24.36 - 47.21

Outstanding as of April 30, 2026 118 $ 25.06 - 73.61

Outstanding as of July 31, 2026 110 $ 30.57 - 73.61

$ 51.10 1.3 $ 5,432

Vested and expected to vest as of April 30, 2026 118 $ 50.01 1.5 $ 3,781

Exercisable as of April 30, 2026 118 $ 50.01 1.5 $ 3,781

Vested and expected to vest as of July 31, 2026 110 $ 51.10 1.3 $ 5,432

Exercisable as of July 31, 2026 110 $ 51.10 1.3 $ 5,432

Restricted stock units

6 unchanged sentences

Forfeited ( 166 ) 89.54

Outstanding as of April 30, 2026 2,848 $ 86.13

Outstanding as of July 31, 2026 2,768 $ 87.19

Performance restricted stock units.

During the three months ended April 30, 2026, the Company awarded 240,239 PRSUs subject to a market condition based on the Company’s total shareholder return relative to the Russell 3000 index as measured on January 31, 2029.

During the six months ended July 31, 2026, the Company awarded 240,239 PRSUs subject to a market condition based on the Company’s total shareholder return relative to the Russell 3000 index as measured on January 31, 2029.

The Company used a Monte Carlo simulation to determine that the grant date fair value of the awards was $ 28.8 million.

2 unchanged sentences

The PRSUs cliff vest upon approval by the Talent, Compensation and Culture Committee of the board of directors.

In addition, during the three months ended April 30, 2026, the Company awarded 80,081 PRSUs subject to the achievement of certain financial criteria measured on January 31, 2029.

In addition, during the six months ended July 31, 2026, the Company awarded 80,081 PRSUs subject to the achievement of certain financial criteria measured on January 31, 2029.

The PRSUs cliff vest and are issued upon approval by the Talent, Compensation and Culture Committee.

2 unchanged sentences

The vesting of the PRSUs will ultimately range from 0 % to 200 % of the number of shares underlying the PRSU grant based on the level of achievement of the performance goals.

Each of the PRSUs granted during the three months ended April 30, 2026 contains a provision such that upon the award holder's eligible retirement, the PRSUs would remain outstanding and eligible to vest based on achievement of their respective market or performance conditions without regard to the award holder’s continued employment on the vesting date.

Each of the PRSUs granted during the six months ended July 31, 2026 contains a provision such that upon the award holder's eligible retirement, the PRSUs would remain outstanding and eligible to vest based on achievement of their respective market or performance conditions without regard to the award holder’s continued employment on the vesting date.

Based on the application of ASC 718, Compensation - Stock Compensation , expense is recognized over the requisite service period, which ends on the earlier of (1) the date of approval by the Talent, Compensation and Culture Committee or (2) the date the award holder becomes eligible for retirement.

3 unchanged sentences

In August 2024, the Company's board of directors authorized the repurchase of up to $ 300 million of its common stock.

In June 2025, the board of directors increased the common stock repurchase authorization by $ 300 million.

In June 2025 and May 2026, the board of directors increased the common stock repurchase authorization by $ 300 million and $ 1.0 billion, respectively.

The common stock may be repurchased at prices that the Company deems appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company's sole discretion.

1 unchanged sentence

The common stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock and may be suspended or discontinued at any time.

The following table sets forth the common stock repurchased and subsequently retired during the three months ended April 30, 2026:

Three months ended April 30, 2026

The following table sets forth the common stock repurchased and subsequently retired during the three and six months ended July 31, 2026:

Three months ended July 31, 2026 Six months ended July 31, 2026

(in thousands)

Shares Amount

Shares Amount Shares Amount

Common stock repurchases (1) 1,206 $ 108,136 2,728 $ 231,134

(1) Shares repurchased include unsettled repurchases as of April 30, 2026.

(1) Shares repurchased include unsettled repurchases as of July 31, 2026.

Transaction fees and excise tax were recorded as part of the repurchase price.

1 unchanged sentence

The excess of repurchase price over par value was allocated between additional paid-in capital and retained earnings.

As of April 30, 2026, $ 55.6 million of common stock remained authorized for repurchase under the common stock repurchase program.

In May 2026, the board of directors increased the common stock repurchase authorization by $ 1.0 billion.

As of July 31, 2026, $ 948.4 million of common stock remained authorized for repurchase under the common stock repurchase program.

Accumulated other comprehensive loss

As of April 30, 2026, accumulated other comprehensive income or loss ("AOCI") consisted of unrealized losses on cash flow hedges, net.

The following table summarizes the changes in AOCI:

(in thousands) Change in unrealized losses on cash flow hedges Income tax benefit Total

Balances as of January 31, 2026

$ ( 7,561 ) $ 1,854 $ ( 5,707 )

Other comprehensive loss before reclassifications ( 34,312 ) 8,415 ( 25,897 )

As of July 31, 2026 and January 31, 2026, accumulated other comprehensive income or loss ("AOCI") consisted of unrealized losses on cash flow hedges, net.

The following tables summarize the changes in AOCI during the three and six months ended July 31, 2026:

(in thousands) Change in unrealized losses on cash flow hedges Tax effect Total

April 30, 2026 $ ( 42,069 ) $ 10,317 $ ( 31,752 )

Other comprehensive income (loss) before reclassifications ( 49,463 ) 12,141 ( 37,322 )

Amounts reclassified from AOCI 28 ( 6 ) 22

Net change in AOCI ( 49,435 ) 12,135 ( 37,300 )

Balances as of April 30, 2026

$ ( 42,069 ) $ 10,317 $ ( 31,752 )

July 31, 2026 $ ( 91,504 ) $ 22,452 $ ( 69,052 )

(in thousands) Change in unrealized losses on cash flow hedges Tax effect Total

January 31, 2026 $ ( 7,561 ) $ 1,854 $ ( 5,707 )

Other comprehensive income (loss) before reclassifications ( 83,775 ) 20,556 ( 63,219 )

Amounts reclassified from AOCI ( 168 ) 42 ( 126 )

Net change in AOCI ( 83,943 ) 20,598 ( 63,345 )

July 31, 2026 $ ( 91,504 ) $ 22,452 $ ( 69,052 )

The following tables summarize the changes in AOCI during the three and six months ended July 31, 2025:

(in thousands) Change in unrealized gains on cash flow hedges Tax effect Total

April 30, 2025 $ — $ — $ —

Other comprehensive income (loss) before reclassifications 273 ( 70 ) 203

Amounts reclassified from AOCI — — —

Net change in AOCI 273 ( 70 ) 203

July 31, 2025 $ 273 $ ( 70 ) $ 203

(in thousands) Change in unrealized gains on cash flow hedges Tax effect Total

January 31, 2025 $ — $ — $ —

Other comprehensive income (loss) before reclassifications 273 ( 70 ) 203

Amounts reclassified from AOCI — — —

Net change in AOCI 273 ( 70 ) 203

July 31, 2025 $ 273 $ ( 70 ) $ 203

Derivative financial instruments and hedging activities

1 unchanged sentence

The Company uses Treasury bond forwards to hedge a portion of the benchmark interest rate risk of expected future placements of HSA cash.

These derivatives involve the Company and its counterparty agreeing to fix the price of a specified Treasury bond on a future date, ranging from June 2026 to January 2029, resulting in cash settlement for the difference between the fixed price and the market price on that date.

These derivatives involve the Company and its counterparty agreeing to fix the price of a specified Treasury bond on a future date, ranging from August 2026 to January 2029, resulting in cash settlement for the difference between the

fixed price and the market price on that date.

The parties may elect net settlement of multiple transactions under certain conditions;

1 unchanged sentence

The gain or loss on the derivative is recorded in AOCI and subsequently reclassified into custodial revenue in the same periods during which the hedged transaction affects custodial revenue earned from the Company's insurance company partners and depository partners.

As of April 30, 2026, each of the Company's derivatives was designated as a cash flow hedge.

As of the April 30, 2026, the weighted average interest rate indicated by the Company's Treasury bond forwards was 3.91 %.

As of July 31, 2026, each of the Company's derivatives was designated as a cash flow hedge.

As of July 31, 2026, the weighted-average interest rate indicated by the Company's Treasury bond forwards was 3.93 %.

Notional amount of derivative contracts

1 unchanged sentence

(in thousands, except

number of instruments) April 30, 2026 January 31, 2026

number of instruments) July 31, 2026 January 31, 2026

Number of instruments Notional Number of instruments Notional

2 unchanged sentences

The tables below present the fair value of the Company’s derivatives as well as their classification in the condensed consolidated balance sheet.

April 30, 2026

July 31, 2026

Derivative assets Derivative liabilities

6 unchanged sentences

Effect of derivatives on the condensed consolidated financial statements

The pre-tax losses on the Company's cash flow hedges recognized in AOCI were as follows:

Three months ended April 30,

The pre-tax gains (losses) on the Company's cash flow hedges recognized in AOCI were as follows:

Three months ended July 31, Six months ended July 31,

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

Total amounts presented in the condensed consolidated statements of operations

Three months ended April 30,

Three months ended July 31,

(in thousands) Custodial revenue Income tax provision Total reclassifications Custodial revenue Income tax provision Total reclassifications

Treasury bond forwards

Amount of losses reclassified from AOCI $ ( 28 ) $ 6 $ ( 22 ) $ — $ — $ —

Six months ended July 31,

(in thousands) Custodial revenue Income tax provision Total reclassifications Custodial revenue Income tax provision Total reclassifications

Treasury bond forwards

Amount of gains reclassified from AOCI $ 168 $ ( 42 ) $ 126 $ — $ — $ —

As of April 30, 2026, the estimated amount of AOCI that is expected to be reclassified into earnings within the next 12 months is a net loss of $ 1.2 million.

As of July 31, 2026, the estimated net amount of existing losses from treasury bond forwards that is expected to be reclassified into custodial revenue within the next 12 months is $ 6.1 million.

Fair value measurements are made at a specific point in time based on relevant market information.

9 unchanged sentences

The Notes are valued based upon quoted market prices and are considered Level 2 instruments because the markets in which the Notes trade are not considered active markets.

As of April 30, 2026, the fair value of the Notes was $ 583.5 million.

As of July 31, 2026, the fair value of the Notes was $ 583.0 million.

The Revolving Credit Facility is considered a Level 2 instrument, and the amounts outstanding thereunder are recorded at book value in the Company's condensed consolidated financial statements.

4 unchanged sentences

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 1. Financial Statements