Item 1.01 Entry into a Definitive Material Agreement

On July 8, 2020, HealthEquity, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and the other several underwriters named therein (the "Underwriters"). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, an aggregate of 4,600,000 shares of the Company's common stock. The Company has also granted the Underwriters an option to purchase up to an additional 690,000 shares of the Company's common stock. The Company estimates that the net proceeds from the offering will be approximately $249.5 million, or approximately $287 million if the Underwriters exercise in full their option to purchase additional shares of the Company's common stock after deducting the estimated discount to the Underwriters and the related fees and expenses of the offering.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-227231), including the prospectus dated September 7, 2018 as supplemented by the prospectus supplement dated July 8, 2020.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits






Exhibit No.                                 Description

  1.1            Underwriting Agreement, dated as of July 8, 2020, by and among
               HealthEquity, Inc., Wells Fargo Securities, LLC, J.P. Morgan
               Securities LLC and the other several underwriters named therein.
104            Cover Page Interactive Data File (formatted as inline XBRL and
               contained in Exhibit 101)




  2

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.


  By: /s/ Darcy Mott
      Darcy Mott
      Executive Vice President and Chief Financial Officer




Dated: July 9, 2020

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