hqy-202411270001428336false00014283362024-11-272024-11-27
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)
November 27, 2024
| | | | | | | | | | | | | | |
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 class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.0001 per share | HQY | The 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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On November 27, 2024, HealthEquity, Inc. (the “Company”) and its wholly owned subsidiary WageWorks, Inc. agreed to settle their lawsuit with Union Mesa 1, LLC related to the termination of a lease in April 2021, which lawsuit was previously disclosed in the Company’s periodic reports on Forms 10-K and 10-Q. Under the terms of the settlement, Union Mesa retained $2.8 million from a letter of credit that it previously received, and the Company and WageWorks jointly agreed to pay Union Mesa an additional $30.0 million. In exchange, the Company, WageWorks and Union Mesa each agreed to dismiss the lawsuit with prejudice and to release the other parties from all claims, as well as all past and future liability under the lease. The Company expects to record the settlement as a merger integration expense in the fiscal quarter ended October 31, 2024, with payment expected to be made during the fiscal quarter ending January 31, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | |
Exhibit No. | Description |
104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
SIGNATURE
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: November 29, 2024 | By: | | /s/ James Lucania |
| Name: | | James Lucania |
| Title: | | Executive Vice President and Chief Financial Officer |