Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY 

UNDER THE TRUST INDENTURE ACT OF 1939 OF A 

CORPORATION DESIGNATED TO ACT AS TRUSTEE

__ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION 

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification Number)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company 

Law Department, Trust Section 

MAC N9305-175 

Sixth Street and Marquette Avenue, 17^th Floor 

Minneapolis, Minnesota 55479 

(612) 667-4608 

(Name, address and telephone number of agent for service)

HEALTHEQUITY, INC. 

(Exact name of obligor as specified in its charter)

Delaware	52-2383166
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
15 W. Scenic Pointe Dr.
Ste. 100
Draper, Utah	84020
(Address of principal executive offices)	(Zip code)

Debt Securities 

(Title of the indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee –

(a) Name and address of each examining or supervising authority to which it is subject.

 Comptroller of the Currency 

 Treasury Department 

 Washington, D.C.

 Federal Deposit Insurance Corporation 

 Washington, D.C.

 Federal Reserve Bank of San Francisco 

 San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

 The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with the obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.

Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified under the Act.

Not applicable.

Item 16. List of exhibits.

List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee as now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 1, 2019.*
Exhibit 3.	A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019.*
Exhibit 4.	A copy of the existing bylaws of the trustee.*
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Filing S-3ASR dated December 20, 2019 of Cboe Global Markets, Inc., file number 333-235649.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis, and State of Minnesota, on the 3rd day of September, 2021.

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Theresa M. Hempeck
	Name:	Theresa M. Hempeck
	Title:	Vice President

EXHIBIT 6

September 3, 2021

Securities and Exchange Commission 

Washington, D.C. 20549

Ladies and Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Theresa M. Hempeck

Theresa M. Hempeck
Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association 

of 101 North Phillips Avenue, Sioux Falls, SD 57104 

And Foreign and Domestic Subsidiaries, 

at the close of business June 30, 2021, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	24,485
Interest-bearing balances			246,726
Securities:
Held-to-maturity securities			260,942
Available-for-sale securities			179,533
Equity Securities with readily determinable fair value not held for trading			11
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			66
Securities purchased under agreements to resell			69,654
Loans and lease financing receivables:
Loans and leases held for sale			23,048
Loans and leases, net of unearned income	814,518
LESS: Allowance for loan and lease losses	14,938
Loans and leases, net of unearned income and allowance			799,580
Trading Assets			67,985
Premises and fixed assets (including capitalized leases)			10,914
Other real estate owned			148
Investments in unconsolidated subsidiaries and associated companies			13,445
Direct and indirect investments in real estate ventures			68
Intangible assets			30,685
Other assets			49,428
Total assets		$	1,776,718
LIABILITIES
Deposits:
In domestic offices		$	1,465,966
Noninterest-bearing	559,946
Interest-bearing	906,020
In foreign offices, Edge and Agreement subsidiaries, and IBFs			28,631
Noninterest-bearing	249
Interest-bearing	28,382
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			3,784
Securities sold under agreements to repurchase			5,311

	Dollar Amounts
	In Millions
Trading liabilities		13,392
Other borrowed money
(Includes mortgage indebtedness and obligations under capitalized leases)		41,650
Subordinated notes and debentures		12,084
Other liabilities		33,330
Total liabilities	$	1,604,148
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		114,820
Retained earnings		55,913
Accumulated other comprehensive income		1,287
Other equity capital components		0
Total bank equity capital		172,539
Noncontrolling (minority) interests in consolidated subsidiaries		31
Total equity capital		172,570
Total liabilities, and equity capital	$	1,776,718

I, Michael P. Santomassimo, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Michael P. Santomassimo 

   Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Directors 

Maria R. Morris 

Theodore F. Craver, Jr. 

Juan A. Pujadas