Heartflow CAO logs ESPP award, tax withholding

Heartflow, Inc. Chief Accounting Officer Marie L. Jones reported several transactions in the company’s common stock.

Rhea-AI Filing Summary

Heartflow, Inc. Chief Accounting Officer Marie L. Jones reported several transactions in the company’s common stock. On March 6, 2026, she acquired 1,661 shares at $16.15 per share through an Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c). On August 6 and 7, 2026, a total of 568 shares were withheld by the issuer at prices of $27.19 and $28.82 per share, respectively, to satisfy income tax withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock units, rather than being sold in open-market transactions.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Jones Marie L.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock. F2	82	$28.82	$2K
Tax Withholding	Common Stock. F2	486	$27.19	$13K
Grant/Award	Common Stock. F1	1,661	$16.15	$27K

Holdings After Transaction: Common Stock. — 32,176 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: 1,661 shares ESPP acquisition price: $16.15 per share Tax-withheld shares Aug 6, 2026: 486 shares +2 more

5 metrics

ESPP shares acquired 1,661 shares Common stock acquired on March 6, 2026 under Employee Stock Purchase Plan

ESPP acquisition price $16.15 per share Price for 1,661 ESPP shares acquired on March 6, 2026

Tax-withheld shares Aug 6, 2026 486 shares Shares retained by issuer at $27.19 per share for income tax withholding

Tax-withheld shares Aug 7, 2026 82 shares Shares retained by issuer at $28.82 per share for income tax withholding

Total shares withheld for taxes 568 shares Aggregate of code F transactions related to RSU vesting tax obligations

Key Terms

Employee Stock Purchase Plan, Rule 16b-3(c), restricted stock units, net settlement, +1 more

5 terms

Employee Stock Purchase Plan financial

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

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

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

income tax withholding financial

"to satisfy income tax withholding and remittance obligations in connection with the vesting"

FAQ

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

What insider transactions did Heartflow (HTFL) report for Marie L. Jones?

Marie L. Jones reported an ESPP acquisition of 1,661 common shares on March 6, 2026, and issuer withholding of 568 shares on August 6–7, 2026 to cover income tax obligations on vesting RSUs.

How many Heartflow (HTFL) shares did Marie L. Jones acquire in the ESPP?

She acquired 1,661 shares of common stock on March 6, 2026 at $16.15 per share under Heartflow’s Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c).

Why were 568 Heartflow (HTFL) shares disposed of in this Form 4?

A total of 568 shares were retained by Heartflow to satisfy income tax withholding and remittance obligations related to the vesting and net settlement of previously reported restricted stock units, not as open-market sales.

What prices were reported for Marie L. Jones’s Heartflow (HTFL) transactions?

The ESPP acquisition was reported at $16.15 per share. The tax-withholding share amounts were valued at $27.19 per share on August 6, 2026 and $28.82 per share on August 7, 2026.

Were Marie L. Jones’s Heartflow (HTFL) transactions made under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as a plan transaction, and the footnotes describe the ESPP acquisition and tax withholding on RSU vesting without referencing a trading plan.

Do the Heartflow (HTFL) Form 4 dispositions indicate open-market selling by Marie L. Jones?

No. The 568 shares reported with code F were retained by the issuer to cover income tax withholding on RSU vesting, rather than discretionary open-market sales by Marie L. Jones.

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

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Accepted by SEC EDGAR 08/10/2026 - 05:21 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^*

Jones Marie L.

(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 Accounting 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	1,661	A	$16.15	33,311	D
Common Stock.	08/06/2026		F		486(2)	D	$27.19	32,258	D
Common Stock.	08/07/2026		F		82(2)	D	$28.82	32,176	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)