Financial Analysis

Commitments and contingencies Commitments The Companys principal commitments consist of long-term debt, operating lease obligations, and other purchase obligations and contractual commitments. There were no material changes during the nine months ended October 31, 2025, 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, 2025. Contingencies In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Companys exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Legal matters As a result of a cybersecurity incident in fiscal 2025 in which a business partner's user account containing personally identifiable information was breached, the Company is subject to multiple legal actions, including a consolidated putative class action lawsuit in federal court in the District of Utah and a mass arbitration action. The plaintiffs in these legal actions allege that the Company failed to implement reasonable data security practices, which resulted in a breach and disclosure of plaintiffs' and others' pers …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Indebtedness Long-term debt consisted of the following: (in thousands) October 31, 2025 January 31, 2025 4.50% Senior Notes due 2029 $ 600,000 $ 600,000 Revolving Credit Facility 386,875 461,875 Principal amount 986,875 1,061,875 Less: unamortized discount and issuance costs (1) 4,770 5,574 Total debt, net 982,105 1,056,301 Less: current portion of long-term debt Long-term debt, net $ 982,105 $ 1,056,301 (1) In addition to the $4.8 million and $5.6 million of unamortized discount and issuance costs related to long-term debt as of October 31, 2025 and January 31, 2025, respectively, $6.4 million and $7.7 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 October 31, 2025 and January 31, 2025, respectively. 4.50% Senior Notes due 2029 On October 8, 2021, the Company completed its offering of $600 million aggregate principal amount of its 4.50% Senior Notes due 2029 (the Notes). The Notes were issued under an indenture (the Indenture), dated October 8, 2021, among the Company, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee. The Notes are guaranteed by each of the Companys existing, wholly owned domestic subsidiaries that guarantees its obligations under the Credit Agreement (as defined below) and are required to be guaranteed by any of the Companys future subsidiaries that guarantee its obligations under the Credit Agree …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"Stock-based compensation 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 October 31, Nine months ended October 31, (in thousands) 2025 2024 2025 2024 Cost of revenue $ 3,183 $ 3,751 $ 9,684 $ 11,210 Sales and marketing 3,491 3,700 9,890 11,873 Technology and development 5,981 6,353 17,633 18,747 General and administrative 7,887 7,319 16,739 32,887 Total stock-based compensation expense $ 20,542 $ 21,123 $ 53,946 $ 74,717 Stock award plans Incentive Plan. The 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 October 31, 2025, the aggregate number of shares of the Companys common stock reserved and available for issuance pursuant to awards granted under the Incentive Plan was 3.0 million. Stock options A summary of stock option activity is as follows: Outstanding stock options (in thousands, except for exercise prices and term) Number of options Range of exercise prices Weighted- average exercise price Weighted- average contractual term (in years) Aggregate intrinsic value Outstanding as of January 31, 2025 369 $21.27 - 73.61 $ 48.13 2.5 $ 22,957 Exercised (221) $21.27 - 73.61 $ 49.12 Outstanding as of October 31, 2025 148 $24.36 - 73.61 $ 46.67 1.8 $ 7,097 Vested an …

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Fair value Fair value measurements are made at a specific point in time based on relevant market information. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards specify a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect data obtained from independent sources, while unobservable inputs reflect the Companys market assumptions. These two types of inputs have created the following fair value hierarchy: Level 1quoted prices in active markets for identical assets or liabilities; Level 2inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3unobservable inputs based on the Companys own assumptions. Cash and cash equivalents are considered Level 1 instruments and are valued based on publicly available daily net asset values. The carrying values of cash and cash equivalents approximate fair values due to the short-term nature of these instruments. 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 October 31, 2025, the fair value of the Notes was $584.3 million. The Revolving …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Intangible assets and goodwill Intangible assets The gross carrying amount and associated accumulated amortization of intangible assets were as follows: October 31, 2025 (in thousands) Gross carrying amount Accumulated amortization Net carrying amount Amortizable intangible assets: Software and software development costs $ 345,967 $ (267,013) $ 78,954 Acquired HSA portfolios 737,304 (161,457) 575,847 Acquired customer relationships 759,782 (295,589) 464,193 Acquired developed technology 132,825 (127,051) 5,774 Acquired trade names 12,900 (12,900) Total amortizable intangible assets $ 1,988,778 $ (864,010) $ 1,124,768 January 31, 2025 (in thousands) Gross carrying amount Accumulated amortization Net carrying amount Amortizable intangible assets: Software and software development costs $ 312,234 $ (234,102) $ 78,132 Acquired HSA portfolios 737,011 (124,606) 612,405 Acquired customer relationships 759,782 (256,820) 502,962 Acquired developed technology 132,825 (121,666) 11,159 Acquired trade names 12,900 (12,900) Total amortizable intangible assets $ 1,954,752 $ (750,094) $ 1,204,658 Amortization expense was $38.4 million and $114.4 million for the three and nine months ended October 31, 2025, respectively, and $39.7 million and $119.5 million for the three and nine months ended October 31, 2024, respectively. Goodwill There were no changes to the carrying value of goodwill during the nine months ended October 31, 2025. …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income taxes The Company follows 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 and nine months ended October 31, 2025, the Company recorded an income tax provision of $15.8 million and $51.1 million, respectively. This resulted in an effective income tax rate of 23.5% and 23.6% for the three and nine months ended October 31, 2025, respectively, compared with an effective income tax rate of 8.3% and 18.3% for the three and nine months ended October 31, 2024, respectively. For the three and nine months ended October 31, 2025, discrete tax items impacting the effective tax rate were primarily due to differences in tax deductible stock-based compensation compared to GAAP stock-based compensation expense and changes to net state deferred tax liabilities due to state apportionment changes. For the three and nine months ended October 31, 2024, discrete tax items impacting the effective tax rate were primarily due to differences in tax deductible stock-based compensation compared to GAAP stock-based compensation expense , adjustments to research and development tax credits, and an increase in unrecognized tax benefits. As of October 31, 2025 and January 31, 2025, the Companys total gross unrecognized ta …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Recently adopted accounting pronouncements None. Recently issued accounting pronouncements not yet adopted In December 2023, the Financial Accounting Standards Board (""FASB"") issued Accounting Standards Update (""ASU"") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance is effective for annual periods beginning after December 15, 2024 and can be applied prospectively or retrospectively. We are currently evaluating the ASU to determine its impact on our income tax disclosures; however, the impact is not expected to be material. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The ASU requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating th …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"Stockholders' equity Stock repurchase programs In June 2025, the Company announced that its board of directors authorized a new common stock repurchase program (the 2025 Stock Repurchase Program""), supplementing the $300 million common stock repurchase program approved in August 2024 (the 2024 Stock Repurchase Program""). Under the 2025 Stock Repurchase Program, the Company may purchase up to an additional $300 million of its common stock, as market conditions warrant. 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. Such repurchases may be effected through open market purchases, privately negotiated transactions or otherwise, including repurchase plans that satisfy the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934. The stock repurchase programs do not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the programs may be suspended or discontinued at any time. The following table sets forth the common stock repurchased and subsequently retired during the three and nine months ended October 31, 2025: Three months ended October 31, 2025 Nine months ended October 31, 2025 (in thousands) Shares Amount Shares Amount Common stock repurchases (1) 1,009 $ 93,656 2,376 $ 219,958 (1) Shares repurchased include unsettled repurchases as of October 31, 2025. Transaction fees …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing