Heartflow (HTFL) CEO logs ESPP share award and pre-planned stock sale

Rhea-AI Filing Summary

Heartflow, Inc. Chief Executive Officer John C.M. Farquhar reported mixed share activity. He sold 12,837 shares of common stock in an open-market transaction at $22.66 per share, executed under a pre-arranged Rule 10b5-1 trading plan.

Earlier, he acquired 2,631 shares at $16.15 per share as a grant under the company’s Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c). After these transactions, he directly holds 581,450 shares of Heartflow common stock.

Insights

Equity compensation and insider-trading analyst

CEO reports routine ESPP acquisition and pre-planned share sale.

Heartflow’s CEO, John C.M. Farquhar, acquired 2,631 shares through the Employee Stock Purchase Plan and sold 12,837 shares in an open-market trade. The purchase is compensation-related, while the sale reflects portfolio activity rather than a change in employment or corporate strategy.

The filing notes the sale was executed under a Rule 10b5-1 trading plan adopted on September 12, 2025, indicating it was pre-scheduled. After these transactions, he still directly holds 581,450 shares, suggesting the net share reduction is modest relative to his remaining position.

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
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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).

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.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/06/2026		A(1)	V	2,631	A	$16.15	594,287	D
Common Stock	03/10/2026		S(2)		12,837	D	$22.66	581,450	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. These shares were acquired under the Issuer's Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c).

2. 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	03/12/2026
	** 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.
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FAQ

What insider transactions did Heartflow (HTFL) CEO John C.M. Farquhar report?

He reported two transactions: an open-market sale of 12,837 Heartflow common shares at $22.66 each and an acquisition of 2,631 shares at $16.15 each through the Employee Stock Purchase Plan, treated as a compensation-related award.

How many Heartflow (HTFL) shares does the CEO hold after these Form 4 transactions?

After the reported transactions, CEO John C.M. Farquhar directly owns 581,450 shares of Heartflow common stock. This figure comes from the Form 4’s post-transaction ownership line, showing he retains a substantial equity position despite the recent sale.

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

Yes. A footnote states the sale reported in this Form 4 was executed pursuant to a Rule 10b5-1 trading plan adopted on September 12, 2025, indicating the transaction was pre-arranged rather than a discretionary, opportunistic trade.

How were the newly acquired Heartflow (HTFL) shares obtained by the CEO?

The 2,631 newly acquired shares were obtained under Heartflow’s Employee Stock Purchase Plan. A footnote explains this acquisition was exempt under Rule 16b-3(c), confirming it is a standard employee compensation-related transaction rather than an open-market purchase.

Does the Heartflow (HTFL) Form 4 show net buying or selling by the CEO?

The Form 4 reflects net selling by the CEO, with 12,837 shares sold and 2,631 shares acquired. The transaction summary characterizes this as a net-sell position, although he continues to hold 581,450 shares following the reported transactions.