HeartBeam director receives 93,750-unit annual award

The special award provides for full vesting of unvested RSUs immediately before a Change in Control, subject to continued service.

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Rhea-AI Filing Summary

HeartBeam, Inc.'s non-employee director Kenneth Warwick Nelson III was granted two direct restricted stock unit (RSU) awards on October 2, 2026: 93,750 RSUs as an annual award and 31,250 RSUs as a special award. Each RSU represents a contingent right to receive one share of common stock upon settlement.

The annual award vests in full on the earlier of October 2, 2027 or the next annual meeting after the grant, subject to continued service. The special award was granted in connection with suspended cash retainers for July 1 through December 31, 2026; half vested on the grant date and the remaining RSUs will vest January 1, 2027, subject to continued service. Unvested special-award RSUs vest in full immediately before a Change in Control, subject to continued service.

Insider Trade Summary

Grant/Award: 125,000 shares

Grant/Award 2 txns

Insider Nelson Kenneth Warwick III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units ^{F1, F2}	93,750	$0.00	$0.00
Grant/Award	Restricted Stock Units ^{F1, F3}	31,250	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 125,000 contracts (Direct)

Footnotes (3)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon settlement.
F2. The RSUs were granted on October 2, 2026 under the Issuer's 2022 Equity Incentive Plan, as amended (the "Plan"), as an annual RSU award to non-employee directors. One hundred percent (100%) of the RSUs will vest on the earlier of October 2, 2027 or the date of the Issuer's next annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service as a non-employee director through the vesting date. Vested RSUs will be settled in shares of common stock. RSUs do not expire.
F3. Represents a special RSU award granted to the Reporting Person on October 2, 2026 under the Plan in connection with the suspension of cash retainers for the period of July 1, 2026 through December 31, 2026. One-half of the RSUs vested on the grant date, and the remaining RSUs will vest on January 1, 2027, subject to the Reporting Person's continued service as a director through the vesting date. All unvested RSUs will vest in full immediately prior to a Change in Control (as defined in the Plan), subject to the Reporting Person's continued service as a director through such date.

Key Figures

Annual RSU award: 93,750 RSUs Special RSU award: 31,250 RSUs Underlying common shares per RSU: 1 share +4 more

7 metrics

Annual RSU award 93,750 RSUs Granted October 2, 2026

Special RSU award 31,250 RSUs Granted October 2, 2026

Underlying common shares per RSU 1 share Each RSU represents a contingent right to receive one common share upon settlement

Annual award vesting 100% Vests on the earlier of October 2, 2027 or the next annual meeting after the grant, subject to continued service

Special award vesting at grant One-half of the award Vested on October 2, 2026

Special award remaining vesting date January 1, 2027 Subject to continued service as a director through the vesting date

Cash retainer suspension period July 1, 2026 through December 31, 2026 The special RSU award was granted in connection with the suspension of cash retainers for this period

Key Terms

restricted stock unit, 2022 Equity Incentive Plan, Change in Control

3 terms

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a contingent right"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

2022 Equity Incentive Plan financial

"under the Issuer's 2022 Equity Incentive Plan, as amended"

Change in Control financial

"vest in full immediately prior to a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

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How many RSUs did BEAT director Kenneth Warwick Nelson III receive?

Kenneth Warwick Nelson III received two awards on October 2, 2026: 93,750 RSUs as an annual award and 31,250 RSUs as a special award. Each RSU represents a contingent right to receive one share of HeartBeam common stock upon settlement.

When do Kenneth Warwick Nelson III's BEAT RSUs vest?

The annual award vests in full on the earlier of October 2, 2027 or the date of HeartBeam's next annual meeting of stockholders following the grant, subject to continued service. Half of the special award vested on the grant date; the remainder will vest January 1, 2027, subject to continued service. Unvested special-award RSUs vest in full immediately before a Change in Control, subject to continued service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/09/2026 - 04:21 PM EDT Accepted by SEC EDGAR 10/09/2026 - 04:21 PM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nelson Kenneth Warwick III

(Last)

(First)

(Middle)

2118 WALSH AVENUE, SUITE 210

(Street)

SANTA CLARA

CALIFORNIA

95050

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HeartBeam, Inc. [ BEAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	10/02/2026		A		93,750		⁽²⁾	⁽²⁾	Common Stock	93,750	$0	93,750	D
Restricted Stock Units	⁽¹⁾	10/02/2026		A		31,250		⁽³⁾	⁽³⁾	Common Stock	31,250	$0	31,250	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon settlement.

2. The RSUs were granted on October 2, 2026 under the Issuer's 2022 Equity Incentive Plan, as amended (the "Plan"), as an annual RSU award to non-employee directors. One hundred percent (100%) of the RSUs will vest on the earlier of October 2, 2027 or the date of the Issuer's next annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service as a non-employee director through the vesting date. Vested RSUs will be settled in shares of common stock. RSUs do not expire.

3. Represents a special RSU award granted to the Reporting Person on October 2, 2026 under the Plan in connection with the suspension of cash retainers for the period of July 1, 2026 through December 31, 2026. One-half of the RSUs vested on the grant date, and the remaining RSUs will vest on January 1, 2027, subject to the Reporting Person's continued service as a director through the vesting date. All unvested RSUs will vest in full immediately prior to a Change in Control (as defined in the Plan), subject to the Reporting Person's continued service as a director through such date.

	/s/ Kenneth Warwick Nelson III	10/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR