Heartflow (HTFL) CEO sells 22,562 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Heartflow, Inc. director and Chief Executive Officer John C.M. Farquhar sold 22,562 shares of Common Stock in an open-market transaction at $29.12 per share on May 11, 2026. Following this sale, he directly holds 519,397 shares. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 12, 2025.

Insights

Equity compensation and insider trading analyst

Heartflow’s CEO made a pre-planned, modest open-market share sale.

Heartflow’s Chief Executive Officer, John C.M. Farquhar, executed an open-market sale of 22,562 Common Stock shares at $29.12 per share on May 11, 2026. The transaction is coded as an open-market sale (code S).

After the sale, he still directly holds 519,397 shares, indicating a substantial remaining position. A footnote explains the trade was carried out under a Rule 10b5-1 trading plan adopted on September 12, 2025, suggesting the timing was pre-scheduled rather than opportunistic.

There are no derivative positions reported in this filing’s derivative summary. Future company filings may show whether similar plan-based sales continue over time, but this single transaction appears consistent with routine liquidity and diversification activity.

Insider Trade Summary 10b5-1

Net Seller: 22,562 shares ($657,005)

Net Sell 1 txn

Insider Farquhar John C.M.

Role Chief Executive Officer

Sold 22,562 shs ($657K)

Type	Security	Shares	Price	Value
Sale	Common Stock	22,562	$29.12	$657K

Holdings After Transaction: Common Stock — 519,397 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 22,562 shares Sale price per share: $29.12 per share Shares held after transaction: 519,397 shares +2 more

5 metrics

Shares sold 22,562 shares Open-market sale of Common Stock on May 11, 2026

Sale price per share $29.12 per share Price for Common Stock sold on May 11, 2026

Shares held after transaction 519,397 shares Direct Common Stock ownership after sale

Transaction code S (sale in open market or private transaction) Non-derivative Common Stock transaction

Trading plan adoption date September 12, 2025 Rule 10b5-1 trading plan adoption by reporting person

Key Terms

Rule 10b5-1 trading plan, open-market sale, Common Stock, Form 4

4 terms

Rule 10b5-1 trading plan regulatory

"The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan..."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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^*

Farquhar John C.M.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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	05/11/2026		S(1)		22,562	D	$29.12	519,397	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. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 12, 2025.

	/s/ Nga Van, by power of attorney	05/13/2026
	** 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)

FAQ

What insider transaction did Heartflow (HTFL) report for its CEO?

Heartflow reported that CEO John C.M. Farquhar sold 22,562 shares of Common Stock in an open-market transaction at $29.12 per share. This Form 4 filing reflects a planned disposition of shares rather than a new purchase or option exercise.

How many Heartflow (HTFL) shares does the CEO hold after this Form 4 sale?

After the reported transaction, CEO John C.M. Farquhar directly holds 519,397 Heartflow Common Stock shares. This figure comes from the Form 4’s post-transaction ownership line and shows his remaining equity stake following the 22,562-share sale.

Was the Heartflow (HTFL) CEO’s share sale under a Rule 10b5-1 plan?

Yes. A footnote states the CEO’s sale was executed under a Rule 10b5-1 trading plan adopted on September 12, 2025. Such plans pre-schedule trades, reducing the significance of trade timing as an indicator of insider sentiment.

What price did Heartflow’s CEO receive for the shares sold in this Form 4?

The Form 4 shows CEO John C.M. Farquhar sold 22,562 shares at $29.12 per share. This per-share price is reported directly in the filing as the transaction price for the open-market sale on May 11, 2026.

Does the Heartflow (HTFL) Form 4 include any option exercises or derivatives?

No derivative transactions are listed in this Form 4. The filing reports only a non-derivative Common Stock sale, and the derivative summary section is empty, indicating no option exercises or other derivative activity in this specific report.