HealthEquity (HQY) Director Adrian T. Dillon Sells Shares After Option Exercise

What Happened
Adrian T. Dillon, a director of HealthEquity, exercised 7,632 options (immediately exercisable) to acquire 7,632 common shares at $32.50 per share for $248,040, and then sold those 7,632 shares in the open market in two tranches for total proceeds of $798,373. The transactions were reported in a Form 4 filed on August 27, 2026 and were effected pursuant to a Rule 10b5-1 trading plan adopted December 20, 2025. The filing also reports the conversion/disposition of the derivative (the option) associated with the exercise.

Key Details

• Transaction date: August 25, 2026; Form 4 filed August 27, 2026 (timely filing).
• Option exercise (code M, immediately exercisable): 7,632 shares acquired at $32.50/share = $248,040.
• Disposition of shares (sales): 6,300 shares sold at a weighted avg $104.47 = $658,172; 1,332 shares sold at a weighted avg $105.26 = $140,201. Total sale proceeds ≈ $798,373.
• Sales price ranges (per filing footnotes): first tranche $104.10–$105.07; second tranche $105.10–$105.53. Weighted averages reported in the filing.
• The filing notes the trades were executed under a Rule 10b5‑1 plan (adopted Dec 20, 2025).
• The form shows the derivative instrument was converted/disposed ($0 reporting for the derivative). The option was immediately exercisable (footnote).
• Shares owned after the transactions: not specified in the excerpt provided.
• Power of attorney referenced was previously filed (Feb 5, 2024).

Context
This is a typical exercise-and-sell transaction (often called a cashless exercise): the director exercised options (paid the $32.50 strike) and sold the resulting shares in the open market the same day. Such trades are often routine and, in this case, were executed under a prearranged 10b5‑1 plan. The filing is factual and does not explain the insider’s motivations.