144: Filer Information
| Filer CIK | 0002076763 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
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Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Issuer Information
| Name of Issuer | HEALTHEQUITY, INC. |
| SEC File Number | 001-36568 |
| Address of Issuer | 15 WEST SCENIC POINTE DRIVE SUITE 100 DRAPER UTAH 84020 |
| Phone | 801.727.1000 |
| Name of Person for Whose Account the Securities are To Be Sold | Michael Gathright |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Officer |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Common Stock | Morgan Stanley Smith Barney 2000 Westchester Ave Purchase NY 10577-2530 | 2270 | 211260.01 | 83602157 | 07/09/2026 | NASDAQ |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Common Stock | 07/07/2025 | Restricted Stock Vesting | ISSUER |  | 2270 | 07/09/2026 | Compensation |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Nothing to Report |  |
144: Remarks and Signature
| Remarks | This sale is mandated by the Issuer's election under its equity incentive plan to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. Exhibit Index: 24.2 - Limited Power of Attorney For Rule 144 Reporting Obligations, and amendments thereto.
|
| Date of Notice | 07/13/2026 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Michael Gathright |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |
LIMITED POWER OF ATTORNEY FOR RULE 144 REPORTING OBLIGATIONS
Know all by these present that the undersigned hereby constitutes and appoints each of Delano W. Ladd, Michael R. Newton and Willkie Farr & Gallagher LLP, and each of the HealthEquity, Inc. (the “Company”) employees holding the titles of General Counsel, Corporate Secretary, and Chief Financial Officer, or any of them acting singly and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
1.
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer or director or both of HealthEquity, Form 144 (and any amendments thereto) in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the rules thereunder;
2.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 144, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the "SEC") and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Form 144 electronically with the SEC;
3.
seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned's attorneys-in-fact appointed by this Limited Power of Attorney and approves and ratifies any such release of information; and
4.
take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, any provision of Rule 144 under the Securities Act.
This Limited Power of Attorney revokes any earlier Limited Power of Attorney delivered to the Company by the undersigned relating to the matters contemplated herein and shall remain in full force and effect until the undersigned is no longer required to file Form 144 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 8th day of July 2025.
Signed and acknowledged:
/s/ Michael Gathright | |