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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K Delaware ( State or other jurisdiction of incorporation or organization ) For the transition period from Title of each class Common stock , par value $ 0.0001 per share to Commission File Number : 001-36568 HEALTHEQUITY , INC . ( Exact name as specified in its charter ) 7389 ( Primary Standard Industrial Classification Code Number ) Large accelerated filer Non - accelerated filer 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 ) ✓ Securities registered pursuant to Section 12 ( b ) of the Act : Trading symbol HQY 52-2383166 Securities registered pursuant to Section 12 ( g ) of the Act : None . ( I.R.S. Employer Identification Number ) Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes þ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No þ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes b No р Name of each exchange on which registered The NASDAQ Global Select Market Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes þ No " Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . DOCUMENTS INCORPORATED BY REFERENCE Accelerated filer Smaller reporting company Emerging growth company 0 0 0 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of voting and non - voting common equity held by non - affiliates of the registrant on July 31 , 2020 , based on the closing price of $ 51.56 for shares of the registrant's common stock as reported by the NASDAQ Global Select Market was approximately $ 3.9 billion . For purposes of determining whether a stockholder was an affiliate of the registrant at July 31 , 2020 , the registrant assumed that a stockholder was an affiliate of the registrant at July 31 , 2020 if such stockholder ( i ) beneficially owned 10 % or more of the registrant's capital stock , as determined based on public filings , and / or ( ii ) was an executive officer or director , or was affiliated with an executive officer or director of the registrant , at July 31 , 2020. This determination of affiliate status is not necessarily a conclusive determination for other purposes . As of March 22 , 2021 , there were 83,017,352 shares of the registrant's common stock outstanding . Portions of the Registrant's definitive proxy statement related to its 2021 annual meeting of stockholders ( the " 2021 Proxy Statement " ) are incorporated by reference into Part III of this Annual Report on Form 10 - K where indicated . The 2021 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates .