Heartflow CEO uses shares to cover tax withholding

Heartflow, Inc. director and Chief Executive Officer John C.M.

Rhea-AI Filing Summary

Heartflow, Inc. director and Chief Executive Officer John C.M. Farquhar reported two Form 4 transactions involving Common Stock. On August 6 and 7, 2026, a total of 7,751 shares were disposed of under code F at prices of $27.19 and $28.82 per share. According to the disclosure, these shares were retained by the issuer to satisfy income tax withholding and remittance obligations related to the vesting and net settlement of previously reported restricted stock units, rather than discretionary open-market sales.

Insider Trade Summary

Tax Withholding: 7,751 shares

Tax Withholding 2 txns

Insider Farquhar John C.M.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	1,904	$28.82	$55K
Tax Withholding	Common Stock F1	5,847	$27.19	$159K

Holdings After Transaction: Common Stock — 458,842 shares (Direct)

Footnotes (1)

1. F1. 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

Shares for tax withholding (Aug 6, 2026): 5,847 shares Shares for tax withholding (Aug 7, 2026): 1,904 shares Total shares used for tax withholding: 7,751 shares

3 metrics

Shares for tax withholding (Aug 6, 2026) 5,847 shares Common Stock withheld at $27.19 per share under code F

Shares for tax withholding (Aug 7, 2026) 1,904 shares Common Stock withheld at $28.82 per share under code F

Total shares used for tax withholding 7,751 shares Exercise-price-or-tax-liability shares across two code F transactions

Key Terms

restricted stock units, income tax withholding, net settlement

3 terms

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.

income tax withholding financial

"retained by the Issuer to satisfy income tax withholding and remittance obligations"

net settlement financial

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

FAQ

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

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

Heartflow reported that CEO John C.M. Farquhar had two code F transactions on August 6 and 7, 2026, disposing of 7,751 shares of Common Stock in total for tax withholding related to RSU vesting.

How many Heartflow (HTFL) shares were withheld for the CEO’s taxes?

A total of 7,751 shares of Heartflow Common Stock were withheld and retained by the issuer to satisfy income tax withholding and remittance obligations arising from the vesting of previously reported restricted stock units.

At what prices were the Heartflow (HTFL) CEO’s shares used for tax withholding?

Shares were applied toward tax withholding at $27.19 per share for 5,847 shares on August 6, 2026, and $28.82 per share for 1,904 shares on August 7, 2026, both in Common Stock.

Were the Heartflow (HTFL) CEO’s reported transactions open-market sales?

No. The transactions are coded F and the footnote states the shares were retained by the issuer to satisfy income tax withholding obligations tied to the vesting and net settlement of restricted stock units.

What does code F mean in the Heartflow (HTFL) CEO’s Form 4?

Code F indicates payment of tax liability by delivering or withholding securities. Here, the company retained 7,751 shares of Common Stock to cover income tax withholding on vested restricted stock units.

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

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Accepted by SEC EDGAR 08/10/2026 - 05:15 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^*

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)
08/06/2026

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	08/06/2026		F		5,847(1)	D	$27.19	460,746	D
Common Stock	08/07/2026		F		1,904(1)	D	$28.82	458,842	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. 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)