HeartSciences (HSCS) director awarded 15,000 RSUs, vesting over 2 years

Rhea-AI Filing Summary

HeartSciences Inc. director David R. Wells reported a grant of 15,000 Restricted Stock Units (RSUs) on 01/12/2026. The RSUs were granted under the company’s 2023 Equity Incentive Plan at a price of $0 per unit, with each vested RSU convertible into one share of common stock.

Vesting is subject to several conditions. Shareholders must first approve plan changes that contemplate these RSU awards. After that, one-half of the RSUs vest on the one-year anniversary of the grant date, and one-eighth vests on each quarterly anniversary thereafter, so all units vest over two years if Wells continues serving on the board. Separately, 100% of the RSUs vest early if there is a Change of Control or if the company records at least $250,000 of revenue in any fiscal quarter after the grant date.

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

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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^*

Wells David R.

(Last) (First) (Middle)

C/O HEARTSCIENCES INC.,

550 RESERVE STREET, SUITE 360

(Street)

SOUTHLAKE TX 76092

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HeartSciences Inc. [ HSCS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	01/12/2026		A		15,000		(2)(3)	(2)(3)	Common Stock	15,000	$0	15,000	D

Explanation of Responses:

1. Represents Restricted Stock Units (the "RSUs") granted to the Reporting Person under the Issuer's 2023 Equity Incentive Plan (as amended, the "Plan") pursuant to the approval of the Issuer's board of directors. Each vested RSU shall be settled by delivery to the Reporting Person of one share of the Issuer's common stock, $0.001 par value per share, upon satisfaction of the Conditions (as defined below).

2. The RSUs shall vest subject to the satisfaction of all of the following conditions (the "Conditions"): (i) approval by the Issuer's shareholders of any amendment or modification to or restatement of the Plan, which, among other things, contemplates the award of the RSUs; and (ii) (x) 1/2 of the RSUs shall vest on the one-year anniversary of the grant date (the "Initial Vesting Date") and (y) thereafter, 1/8th of the RSUs shall vest on each subsequent quarterly anniversary of the Initial Vesting Date (each an "Additional Initial Vesting Date" and together with the Initial Vesting Date, the "Vesting Dates"), such that all of the RSUs shall fully vest on the two-year anniversary of the grant date in each case provided that the Reporting Person is continuously serving on the Board through each applicable Vesting Date.

3. 100% of the RSUs shall vest (i) in the event of a Change of Control (as defined in the Plan) or (ii) if the Issuer achieves $250,000 or more of revenue in any fiscal quarter ending after the date hereof.

	/s/ David R. Wells	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did HSCS report for director David R. Wells?

HeartSciences Inc. reported that director David R. Wells received a grant of 15,000 Restricted Stock Units (RSUs) on 01/12/2026 under the company’s 2023 Equity Incentive Plan at a price of $0 per unit.

How do the 15,000 RSUs granted to HSCS director David R. Wells vest?

The 15,000 RSUs vest after shareholders approve certain amendments to the 2023 Equity Incentive Plan. Then, 1/2 vests on the one-year anniversary of the grant date, and 1/8 vests on each quarterly anniversary afterward, so all RSUs vest over two years if Wells continues serving on the board through each vesting date.

Are there performance or event-based vesting triggers for HSCS director RSUs?

Yes. 100% of the RSUs will vest if there is a Change of Control as defined in the plan or if HeartSciences achieves $250,000 or more of revenue in any fiscal quarter ending after the grant date.

What does each RSU granted to the HSCS director represent?

Each vested RSU granted to David R. Wells represents the right to receive one share of HeartSciences common stock, $0.001 par value per share, once the vesting conditions are satisfied.

Is the RSU award to the HSCS director reported as directly owned?

Yes. The filing reports 15,000 RSUs as directly owned by David R. Wells following the transaction, with no indirect ownership entity noted.

Under which plan were the RSUs granted to the HSCS director?

The 15,000 RSUs were granted under HeartSciences’ 2023 Equity Incentive Plan, as amended, following approval by the company’s board of directors.