Sec Form 4 Filing - Kessler Jon @ HEALTHEQUITY, INC. - 2023-09-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kessler Jon 2. Issuer Name and Ticker or Trading Symbol HEALTHEQUITY, INC. [ HQY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) PRESIDENT AND CEO (Last) (First) (Middle) C/O HEALTHEQUITY, INC., 15 W. SCENIC POINTE DR., STE. 100 3. Date of Earliest Transaction (MM/DD/YY) 09/27/2023 (Street) DRAPER, UT84020 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/27/2023 S( 1 ) 1,027 D $ 74.2527 ( 2 ) 2,848 I by Jon Kessler and Laura M. Gottsman Family Trust ( 3 ) Common Stock 09/27/2023 S( 1 ) 1,377 D $ 74.8576 ( 4 ) 1,471 I by Jon Kessler and Laura M. Gottsman Family Trust ( 3 ) Common Stock 09/27/2023 S( 1 ) 1,471 D $ 75.7221 ( 5 ) 0 I by Jon Kessler and Laura M. Gottsman Family Trust ( 3 ) Common Stock 09/27/2023 S( 1 ) 4,699 D $ 74.255 ( 2 ) 13,731 I by Team Bear Trust ( 6 ) Common Stock 09/27/2023 S( 1 ) 6,960 D $ 74.873 ( 4 ) 6,771 I by Team Bear Trust ( 6 ) Common Stock 09/27/2023 S( 1 ) 6,771 D $ 75.7168 ( 5 ) 0 I by Team Bear Trust ( 6 ) Common Stock 09/27/2023 S( 1 ) 6,279 D $ 74.2552 ( 2 ) 18,234 I by Team Gracie Trust ( 7 ) Common Stock 09/27/2023 S( 1 ) 9,199 D $ 74.8713 ( 4 ) 9,035 I by Team Gracie Trust ( 7 ) Common Stock 09/27/2023 S( 1 ) 9,035 D $ 75.7179 ( 5 ) 0 I by Team Gracie Trust ( 7 ) Common Stock 213,991 D Common Stock 100,000 I by GKF, LLC ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 41.28 ( 9 ) 03/27/2027 Common Stock 34,820 34,820 I by GKF, LLC Stock Option (right to buy) $ 61.72 ( 9 ) 03/27/2028 Common Stock 23,930 23,930 I by GKF, LLC Stock Option (right to buy) $ 73.61 ( 9 ) 03/26/2029 Common Stock 12,782 12,782 I by GKF, LLC Stock Option (right to buy) $ 14 ( 9 ) 07/30/2024 Common Stock 60,000 60,000 I by GKF, LLC Stock Option (right to buy) $ 41.28 ( 9 ) 03/27/2027 Common Stock 17,409 17,409 D Stock Option (right to buy) $ 61.72 ( 9 ) 03/27/2028 Common Stock 23,929 23,929 D Stock Option (right to buy) $ 73.61 ( 9 ) 03/26/2029 Common Stock 38,343 38,343 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kessler Jon C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER, UT84020 X PRESIDENT AND CEO Signatures /s/ Jon Kessler 09/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on March 24, 2023. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.525 to $74.52, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) of this Form 4. ( 3 )These securities are held by the Jon Kessler and Laura M. Gottsman Family Trust, a revocable trust in which the Reporting Person and his Spouse are co-trustees, and the Reporting Person and members of his immediate family are the sole beneficiaries. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.525 to $75.52, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) of this Form 4. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.525 to $75.98, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) of this Form 4. ( 6 )These securities are held by the Team Bear Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 7 )These securities are held by the Team Gracie Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 8 )These securities are held by the GKF, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 9 )The option is immediately exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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