HeartFlow (HTFL) CAO reports new RSU and stock option grants

Rhea-AI Filing Summary

HeartFlow, Inc. Chief Accounting Officer and VP Marie L. Jones reported routine equity compensation and related tax withholding transactions. On February 6, 2026, she received 37,795 stock options with an exercise price of $27.74 per share, and 21,629 restricted stock units that vest quarterly over four years, starting from that date.

The filing also shows 94 shares of common stock were withheld by HeartFlow to cover income tax obligations from previously granted RSUs that vested, at a price of $27.74 per share. After these transactions, she directly owns 31,650 shares of common stock and 37,795 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^*

Jones Marie L.

(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 Accounting Officer, VP

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		94(1)	D	$27.74	10,021	D
Common Stock.	02/06/2026		A		21,629(2)	A	$0	31,650	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		37,795		(3)	02/06/2036	Common Stock	37,795	$0	37,795	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	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 did HeartFlow (HTFL) executive Marie L. Jones report on this Form 4?

Marie L. Jones, Chief Accounting Officer and VP of HeartFlow, reported new equity compensation and related tax withholding. She received stock options and restricted stock units, and had a small number of shares withheld to cover taxes from previously vested RSUs.

How many HeartFlow stock options were granted to Marie L. Jones?

Marie L. Jones was granted 37,795 HeartFlow stock options on February 6, 2026, with an exercise price of $27.74 per share. Each option is linked to one share of common stock and the options vest monthly over four years, subject to continued service.

What restricted stock units (RSUs) did Marie L. Jones receive from HeartFlow (HTFL)?

She received 21,629 restricted stock units effective February 6, 2026. One-sixteenth of these RSUs vest on each quarterly anniversary of that date, so the award vests over four years, conditioned on her continued service with HeartFlow through each vesting date.

Why were 94 HeartFlow shares withheld in Marie L. Jones’s Form 4?

The 94 shares of common stock were retained by HeartFlow to satisfy income tax withholding and remittance obligations. This was connected to the vesting and net settlement of previously reported RSUs, with the withholding price shown as $27.74 per share in the filing.

How many HeartFlow common shares does Marie L. Jones own after these transactions?

After the reported transactions, Marie L. Jones directly owns 31,650 shares of HeartFlow common stock. This figure reflects the new RSU-related acquisition and the 94-share tax withholding, and is listed as her beneficially owned common stock balance following the transactions.

What are the vesting terms of Marie L. Jones’s new HeartFlow stock options?

The stock option for 37,795 shares vests in 48 equal monthly installments. One forty-eighth of the options vest on each monthly anniversary of the February 6, 2026 vesting commencement date, provided she continues serving at HeartFlow through each applicable vesting date.