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

Yes. The filing states the transaction was executed under a Rule 10b5-1 trading plan adopted on September 12, 2025. Such plans schedule trades in advance, which can reduce the significance of timing as a signal of the insider’s market outlook.

How significant is the CEO’s Heartflow (HTFL) share sale relative to his holdings?

The CEO sold 38,900 shares and holds 457,935 shares afterward, making the sale a relatively small portion of his total position. This scale suggests a routine, pre-planned liquidity event rather than a major shift in his commitment to Heartflow equity.

Heartflow (HTFL) CEO pre-planned sale of 38,900 shares at $35

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Heartflow, Inc. Chief Executive Officer John C.M. Farquhar reported an open-market sale of common stock. On June 24, 2026, he sold 38,900 shares at $35.00 per share in a transaction executed under a Rule 10b5-1 trading plan adopted on September 12, 2025.

Following the sale, Farquhar directly held 457,935 shares of Heartflow common stock. The sale amounts to roughly 8% of his post-transaction holdings, suggesting a moderate, pre-planned reduction rather than a large change in his overall equity position.

Insider Trade Summary 10b5-1

Net Seller: 38,900 shares ($1,361,500)

Net Sell 1 txn

Insider Farquhar John C.M.

Role Chief Executive Officer

Sold 38,900 shs ($1.36M)

Type	Security	Shares	Price	Value
Sale	Common Stock	38,900	$35.00	$1.36M

Holdings After Transaction: Common Stock — 457,935 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 38,900 shares Sale price per share: $35.00 per share Shares held after sale: 457,935 shares +1 more

4 metrics

Shares sold 38,900 shares Open-market sale of common stock on June 24, 2026

Sale price per share $35.00 per share Price for the June 24, 2026 transaction

Shares held after sale 457,935 shares CEO’s direct ownership following the reported sale

Net shares sold 38,900 shares Net-sell direction per transaction summary

Key Terms

open-market sale, Rule 10b5-1 trading plan, Form 4

3 terms

open-market sale financial

"reported an open-market sale of common stock"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Rule 10b5-1 trading plan regulatory

"executed under a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Form 4 regulatory

"The transaction reported in this Form 4 was effected"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 06:09 PM Accepted by SEC EDGAR 06/26/2026 - 06:08 PM

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)
06/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2026		S⁽¹⁾		38,900	D	$35	457,935	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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	06/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Heartflow (HTFL) report on this Form 4?

Heartflow reported that CEO John C.M. Farquhar sold 38,900 shares of common stock. The open-market sale occurred at a price of $35.00 per share, reflecting a planned disposition of part of his holdings rather than a complete exit from the stock.

At what price did the Heartflow (HTFL) CEO sell his shares?

The CEO sold 38,900 Heartflow shares at $35.00 per share in an open-market transaction. This fixed sale price helps investors gauge the approximate dollar value of the trade and compare it with the company’s recent market trading levels over time.

How many Heartflow (HTFL) shares does the CEO hold after this sale?

After the sale, CEO John C.M. Farquhar directly owns 457,935 Heartflow shares. This remaining stake shows he continues to have a substantial equity position in the company despite the recent open-market disposition of 38,900 shares.