HQY: Leadership change · Company disclosure

Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 24, 2026, the Board of Directors (the “Board”) of HealthEquity, Inc. (the “Company”) appointed Noémie Heuland as a member of the Board, effective immediately. In connection with Ms. Heuland’s appointment to the Board, the Board expanded the size of the Board to eleven members from its current ten members. Ms. Heuland will serve on the Audit and Risk Committee and Cybersecurity and Technology Committee of the Board. There is no arrangement or understanding between Ms. Heuland or any other person and the Company or any of its subsidiaries pursuant to which she was appointed as a member of the Board. Ms. Heuland is the Chief Financial Officer of Moody’s Corporation (“Moody’s”). During the fiscal year ended January 31, 2026, the Company paid approximately $146,519 to Moody’s controlled subsidiaries for (1) ratings services for the Company’s outstanding bonds, and (2) data sets used for internal modeling. The Company expects to pay Moody’s controlled subsidiaries an amount that exceeds $120,000 in the fiscal year ending January 31, 2027. Ms. Heuland will receive the standard director compensation that the Company provides to its non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy (the “Policy”). Ms. Heuland will receive retainer fees and additional annual equity awards in accordance with the terms and conditions of the Policy, the form of which has been previously filed with the Securities and Exchange Commission (the “SEC”). Ms. Heuland will also enter into the Company’s standard form of indemnification agreement, the form of which has been previously filed with the