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Heartflow retains 568 officer shares for tax withholding

The two reported events combine a 795-share Employee Stock Purchase Plan acquisition with 568 shares retained for restricted-stock-unit tax withholding.

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Form Type
4

Rhea-AI Filing Summary

Heartflow, Inc. Chief Accounting Officer Marie L. Jones acquired 795 shares under the Employee Stock Purchase Plan at $19.70 per share on September 8, 2026. On November 6, 2026, the issuer retained 568 shares to satisfy income tax withholding and remittance obligations tied to vesting and net settlement of previously reported restricted stock units; the reported price was $52.40 per share. No Rule 10b5-1 plan is reported.

Insider Jones Marie L.
Role Chief Accounting Officer
Type Security Shares Price Value
Tax Withholding Common Stock. F2 568 $52.40 $30K
Grant/Award Common Stock. F1 795 $19.70 $16K
Holdings After Transaction: Common Stock. — 32,403 shares (Direct)
Holdings Before and After: Common Stock., 32,176 to 32,403 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).
  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.
Shares acquired 795 shares Employee Stock Purchase Plan acquisition on September 8, 2026
Reported per-share price $19.70 per share Employee Stock Purchase Plan acquisition on September 8, 2026
Shares retained for tax withholding 568 shares November 6, 2026; tied to vesting and net settlement of previously reported restricted stock units
Reported per-share price $52.40 per share Shares retained for tax withholding on November 6, 2026
Employee Stock Purchase Plan financial
"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
"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.
net settlement financial
"vesting and net settlement of restricted stock units previously reported"

FAQ

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

How many HTFL shares did Marie L. Jones acquire, and at what price?

Marie L. Jones acquired 795 shares at $19.70 per share on September 8, 2026, under Heartflow's Employee Stock Purchase Plan. No Rule 10b5-1 plan is reported.

Why were 568 HTFL shares retained from Marie L. Jones's holdings?

The issuer retained 568 shares on November 6, 2026, to satisfy income tax withholding and remittance obligations connected with vesting and net settlement of previously reported restricted stock units. The reported price was $52.40 per share.

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

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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock.09/08/2026AV795(1)A$19.732,971D
Common Stock.11/06/2026F568(2)D$52.432,403D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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).
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 attorney11/10/2026
** Signature of Reporting PersonDate
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)

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