Heartflow (HTFL) CFO awarded RSUs and 119,685 stock options in equity grant

Rhea-AI Filing Summary

Heartflow, Inc. Chief Financial Officer Verghese Vikram received new equity awards and had shares withheld for taxes. On February 6, 2026, he was granted a stock option for 119,685 shares of common stock at an exercise price of $27.74 per share, vesting in 1/48 increments monthly from the vesting commencement date.

He also received 68,493 restricted stock units that begin vesting on February 6, 2026, with 1/16 of the RSUs vesting on each quarterly anniversary, contingent on continued service. In connection with the vesting and net settlement of previously reported RSUs, 542 shares of common stock were retained by Heartflow to satisfy income tax withholding obligations. Following these transactions, he directly beneficially owned 212,863 shares of common stock and 119,685 stock options.

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^*

Verghese Vikram

(Last) (First) (Middle)

C/O HEARTFLOW, INC.

331 E. EVELYN AVENUE

(Street)

MOUNTAIN VIEW CA 94041

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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
Common Stock.	02/06/2026		F		542(1)	D	$27.74	144,370	D
Common Stock.	02/06/2026		A		68,493(2)	A	$0	212,863	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
Stock Option	$27.74	02/06/2026		A		119,685		(3)	02/06/2036	Common Stock	119,685	$0	119,685	D

Explanation of Responses:

1. 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.

2. Represents restricted stock units ("RSUs"), with a vesting commencement date of February 6, 2026 (the "Vesting Commencement Date"). 1/16th of the RSUs vest on each quarterly anniversary of the Vesting Commencement Date, subject to continued service through the applicable vesting date.

3. The option vests 1/48 on each monthly anniversary of the Vesting Commencement Date, subject to continued service through the applicable vesting date.

	/s/ Mhairi Jones, by power of attorney	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Heartflow (HTFL) CFO Verghese Vikram receive?

Verghese Vikram received a stock option for 119,685 shares of Heartflow common stock at a $27.74 exercise price and 68,493 restricted stock units. These awards increase his equity-based compensation tied to Heartflow's future performance and continued service.

How do Verghese Vikram's new RSUs from Heartflow (HTFL) vest?

The 68,493 restricted stock units vest over time, starting on February 6, 2026. One-sixteenth of the RSUs vest on each quarterly anniversary of that date, as long as Vikram continues in service through each applicable vesting date.

What is the vesting schedule for Heartflow (HTFL) CFO's new stock options?

The 119,685 stock options vest in 1/48 increments on each monthly anniversary of the vesting commencement date. Vesting is conditioned on Verghese Vikram's continued service through each monthly vesting date, aligning his incentives with longer-term company performance.

Why were 542 Heartflow (HTFL) shares withheld in this insider filing?

The 542 shares of common stock were retained by Heartflow to satisfy income tax withholding and remittance obligations. This occurred in connection with the vesting and net settlement of previously reported restricted stock units held by Chief Financial Officer Verghese Vikram.

How many Heartflow (HTFL) shares does CFO Verghese Vikram own after these transactions?

After the reported transactions, Verghese Vikram beneficially owned 212,863 shares of Heartflow common stock directly. He also held 119,685 stock options, each representing the right to purchase one share of common stock at the stated exercise price.

Did Heartflow (HTFL) CFO pay cash for the new RSUs and options?

The filing shows the RSUs and stock options were granted with a reported price per unit of $0. The stock option has an exercise price of $27.74 per share, payable if and when Vikram chooses to exercise vested option shares in the future.