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Heartflow (NASDAQ: HTFL) ends Hayfin credit pact after $60.1M payoff

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Heartflow, Inc. reported that on August 22, 2025 it prepaid in full all outstanding obligations under its Credit Agreement with Hayfin Services LLP, then terminated the facility. The prepayment covered an aggregate principal amount of $60.1 million plus $1.0 million of accrued interest. The company states that it did not incur any exit or prepayment fees in connection with closing out this debt arrangement.

The Credit Agreement, originally dated June 14, 2024 and amended January 24, 2025, was a material financing arrangement for the company. Heartflow refers investors to the liquidity and capital resources section of its prior Form S-1 registration statement for a fuller description of the original terms.

Positive

  • None.

Negative

  • None.

Insights

Heartflow fully repays $60.1M Hayfin credit facility without penalties.

Heartflow has eliminated a material debt facility by prepaying the Credit Agreement with Hayfin Services LLP. The transaction retired $60.1 million of principal plus $1.0 million of accrued interest, after which the Credit Agreement was terminated. This simplifies the company’s capital structure by removing this borrowing arrangement and its associated covenants and obligations.

The absence of exit or prepayment fees means the company’s outlay was limited to principal and accrued interest, which can be financially favorable relative to many leveraged credit facilities. The filing does not detail how the prepayment was funded or what alternative sources of liquidity are in place, so the broader balance-sheet effects would be understood in combination with future financial disclosures.

Because this was a “material definitive agreement,” future periodic reports will be the place to see how interest expense, liquidity, and leverage metrics evolve after the termination, using the previously disclosed S-1 discussion of the Hayfin credit agreement as a baseline reference.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Understanding 8-K Material Events →
false000146452100014645212025-08-222025-08-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2025
Heartflow, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware001-4279026-0506743
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

331 E. Evelyn Avenue
Mountain View, California 94041
(Address of Principal Executive Offices) (Zip Code)
(650) 241-1221
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class

Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per shareHTFL
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
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. o


Item 1.02 Termination of a Material Definitive Agreement.
On August 22, 2025, Heartflow, Inc. (the “Company”) prepaid in full all outstanding amounts, comprising an aggregate principal amount of $60.1 million plus accrued interest of $1.0 million, under that certain Credit Agreement and Guaranty, dated as of June 14, 2024 and as amended on January 24, 2025 (the “Credit Agreement”), by and among the Company, as borrower, Hayfin Services LLP, as agent (“Hayfin”), and the other parties thereto and, in connection with such prepayment, the Credit Agreement was terminated. The Company did not incur exit or prepayment fees in connection with the termination of the Credit Agreement.

Material terms and conditions of the Credit Agreement were summarized under “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Hayfin credit agreement” in the Company’s Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission on July 17, 2025, as amended, and such summary is incorporated herein by reference.

2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HEARTFLOW, INC.
Date: August 25, 2025By:/s/ Vikram Verghese
Vikram Verghese
Chief Financial Officer
3

Source: View Original Filing on SEC EDGAR

FAQ

What did Heartflow, Inc. (HTFL) announce in this 8-K?

Heartflow, Inc. disclosed that it prepaid in full all outstanding amounts under its Credit Agreement with Hayfin Services LLP and terminated the agreement.

How much debt did Heartflow (HTFL) repay under the Hayfin credit agreement?

Heartflow repaid an aggregate principal amount of $60.1 million plus $1.0 million of accrued interest under the Credit Agreement before terminating it.

Did Heartflow, Inc. incur any prepayment or exit fees when ending the Hayfin credit facility?

No. Heartflow states that it did not incur exit or prepayment fees in connection with the termination of the Credit Agreement.

Who was the lender on Heartflow’s terminated Credit Agreement?

The Credit Agreement listed Hayfin Services LLP as agent, along with other parties to the financing arrangement.

When did Heartflow’s repayment and termination of the credit agreement occur?

The prepayment and related termination of the Credit Agreement occurred on August 22, 2025.

Where can investors find more details on the original terms of Heartflow’s Hayfin credit agreement?

Heartflow refers investors to the “Liquidity and capital resources—Hayfin credit agreement” section of its Form S-1 registration statement filed on July 17, 2025, as amended.