0001428336false00014283362024-05-092024-05-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 9, 2024
HEALTHEQUITY, INC.

Delaware
001-36568
52-2383166
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)

15 West Scenic Pointe Drive
Suite 100
Draper, Utah 84020
(801) 727-1000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareHQYThe NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Introductory Note
This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by that certain Custodial Transfer and Asset Purchase Agreement (the “Purchase Agreement”), dated as of September 18, 2023, by and between HealthEquity, Inc., a Delaware corporation (“HealthEquity”), and Conduent Business Services, LLC, a Delaware limited liability company (“Conduent”).
Item 2.01    Completion of Acquisition or Disposition of Assets
On May 9, 2024, HealthEquity and Conduent completed the transactions contemplated by the Purchase Agreement. Pursuant to the Purchase Agreement, approximately 616,000 health savings accounts and other accounts and $2.7 billion of HSA assets were transferred from Conduent to HealthEquity in three separate tranches for an aggregate purchase price of $425.0 million. HealthEquity paid the aggregate purchase price using $225.0 million of borrowings under its revolving credit facility, with the remainder paid using cash on hand.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed herewith as Exhibit 2.1 and is incorporated by reference herein.
Item 7.01    Regulation FD Disclosure
On May 14, 2024, HealthEquity issued a press release announcing the completion of the closing, a copy of which is attached hereto as Exhibit 99.1.
The information in Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. HealthEquity hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HEALTHEQUITY, INC.
Date: May 14, 2024By:/s/ James Lucania
Name:James Lucania
Title:Executive Vice President and Chief Financial Officer




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HealthEquity Closes Acquisition of BenefitWallet HSA Portfolio
Welcomes clients and members to its best-in-class platform.
DRAPER, UT — May 14, 2024 — HealthEquity, Inc. (Nasdaq: HQY) ("HealthEquity"), the leader in Health Savings Account (HSA) and consumer-directed benefits administration, is pleased to announce the completed transfer of Conduent’s (Nasdaq: CNDT) BenefitWallet HSA portfolio.
HealthEquity Chief Executive Officer, Jon Kessler said, "We are thrilled to welcome BenefitWallet clients and members as partners on our mission to save and improve lives by empowering healthcare consumers. We are committed to leading the health savings space by delivering remarkable service, deepening partnerships, and driving outcomes that matter to them."
HealthEquity welcomed more than 616,000 HSA members with approximately $2.7 billion in HSA Assets, of which approximately 34% are HSA investments. The newly onboarded members now have a wider range of HSA solutions, services, and options, including advanced investment and management tools and renowned Purple member and client support.
“With the addition of the BenefitWallet members, we now serve more than nine million HSA members and more than 16 million total accounts. Our members benefit from the investments we’ve made in the cloud, data analytics, automation, and the connectivity we deliver to our clients and partners across the health benefits ecosystem,” said HealthEquity Executive Vice President and CFO, James Lucania. “Our new BenefitWallet members are healthy savers, carrying above market balances with more than 85% of their HSA cash in Enhanced Rates. Combined, this represents a meaningful opportunity to provide continued value to these members and deliver a downpayment on our goal to double fiscal 2024 non-GAAP net income per share by the end of fiscal 2027.”
About HealthEquity
HealthEquity and its subsidiaries administer HSAs and various other consumer-directed benefits for over 16 million accounts, working in close partnership with employers, benefits advisors, and health and retirement plan providers who share our unwavering commitment to our mission to save and improve lives by empowering healthcare consumers. Through cutting-edge solutions, innovation, and a relentless focus on improving health outcomes, we empower individuals to take control of their healthcare journey while ultimately enhancing their overall well-being. Learn more about our “Purple service” and approach at www.healthequity.com.
Investor Relations Contact:
Richard Putnam, HealthEquity, (801) 231-0697, rputnam@healthequity.com
Media Contact:
Amy Cerny, HealthEquity, 801-508-3237, acerny@healthequity.com


v3.24.1.1.u2
Cover Page
May 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 09, 2024
Entity File Number 001-36568
Entity Registrant Name HEALTHEQUITY, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 52-2383166
Entity Address, Address Line One 15 West Scenic Pointe Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Draper
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84020
City Area Code 801
Local Phone Number 727-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol HQY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001428336
Amendment Flag false
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