Heartflow CFO reports ESPP buy and tax share withholdings

Heartflow, Inc. Chief Financial Officer Vikram Verghese reported several equity-related transactions in Heartflow common stock.

Rhea-AI Filing Summary

Heartflow, Inc. Chief Financial Officer Vikram Verghese reported several equity-related transactions in Heartflow common stock. On March 6, 2026, he acquired 671 shares at $16.15 per share through the company’s Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c). On August 6, 2026, 1,537 shares and on August 7, 2026, 473 shares were withheld at $27.19 and $28.82 per share, respectively, to satisfy income tax withholding and remittance obligations related to the vesting and net settlement of previously reported restricted stock units. These tax-withholding events represent dispositions back to the issuer rather than open-market sales.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Verghese Vikram

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock. F2	473	$28.82	$14K
Tax Withholding	Common Stock. F2	1,537	$27.19	$42K
Grant/Award	Common Stock. F1	671	$16.15	$11K

Holdings After Transaction: Common Stock. — 254,559 shares (Direct)

Footnotes (2)

1. F1. These shares were acquired under the Issuer's Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c).? The share balance reflects the Reporting Person's total current holdings immediately following the reported transaction.
2. F2. Represents shares that have been retained by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting and net settlement of restricted stock units previously reported.

Key Figures

ESPP shares acquired: 671 shares Tax-withholding shares August 6, 2026: 1,537 shares Tax-withholding shares August 7, 2026: 473 shares +1 more

4 metrics

ESPP shares acquired 671 shares Common stock acquired on March 6, 2026 under Employee Stock Purchase Plan at $16.15 per share

Tax-withholding shares August 6, 2026 1,537 shares Common stock retained by issuer to satisfy income tax withholding at $27.19 per share

Tax-withholding shares August 7, 2026 473 shares Common stock retained by issuer to satisfy income tax withholding at $28.82 per share

Total shares for tax withholding 2,010 shares Aggregate shares delivered or withheld to satisfy income tax obligations on RSU vesting

Key Terms

Employee Stock Purchase Plan, Rule 16b-3(c), restricted stock units, net settlement

4 terms

Employee Stock Purchase Plan financial

"These shares were acquired under the Issuer's Employee Stock Purchase Plan in a transaction"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3(c) regulatory

"acquired under the Issuer's Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

restricted stock units financial

"in connection with the vesting and net settlement of restricted stock units previously reported"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

net settlement financial

"obligations in connection with the vesting and net settlement of restricted stock units"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did HTFL CFO Vikram Verghese report in this Form 4?

Vikram Verghese reported an acquisition of 671 shares on March 6, 2026 via the Employee Stock Purchase Plan and dispositions totaling 2,010 shares on August 6–7, 2026 to cover tax withholding on vested restricted stock units.

Were the August 2026 HTFL share dispositions by the CFO open-market sales?

No. The 1,537 shares on August 6 and 473 shares on August 7 were retained by the issuer to satisfy income tax withholding and remittance obligations tied to vesting restricted stock units, not open-market sales.

How many HTFL shares did the CFO acquire under the Employee Stock Purchase Plan?

The CFO acquired 671 shares of Heartflow common stock on March 6, 2026 under the company’s Employee Stock Purchase Plan at a price of $16.15 per share, in a transaction exempt under Rule 16b-3(c).

What prices were used for the HTFL tax-withholding share dispositions?

For tax withholding, 1,537 shares were valued at $27.19 per share on August 6, 2026, and 473 shares at $28.82 per share on August 7, 2026, in connection with restricted stock unit vesting and net settlement.

Does this HTFL Form 4 indicate trades under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirming plan use, and footnotes instead describe an Employee Stock Purchase Plan acquisition and tax-withholding dispositions related to restricted stock unit vesting.

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

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Accepted by SEC EDGAR 08/10/2026 - 05:19 PM EDT Learn about SEC filing dates

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^*

Verghese Vikram

(Last) (First) (Middle)

C/O HEARTFLOW, INC.

135 MAIN STREET, SUITE 1000

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Heartflow, Inc. [ HTFL ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock.	03/06/2026		A(1)	V	671	A	$16.15	213,534	D
Common Stock.	08/06/2026		F		1,537(2)	D	$27.19	255,032	D
Common Stock.	08/07/2026		F		473(2)	D	$28.82	254,559	D

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

Explanation of Responses:

1. These shares were acquired under the Issuer's Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c).? The share balance reflects the Reporting Person's total current holdings immediately following the reported transaction.

2. Represents shares that have been retained by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting and net settlement of restricted stock units previously reported.

	/s/ Nga Van, by power of attorney	08/10/2026
	** 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)