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Bain Capital Life Sciences funds trim Heartflow (HTFL) stake with 2M-share open-market sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Heartflow, Inc. disclosed that investment entities affiliated with Bain Capital Life Sciences, including BCLS Fund III Investments, LP, reported open-market sales of a combined 2,000,000 shares of Common Stock. The sales occurred on April 28–30, 2026 at weighted average prices generally between $29.00 and $31.46 per share.

The securities are held directly by BCLS Fund III Investments, LP, while related Bain Capital Life Sciences entities may be deemed to share voting and dispositive power and each disclaims beneficial ownership except to the extent of its pecuniary interest. After these transactions, the filing shows indirect holdings of up to 10,194,048 shares on the earliest reported date and 8,448,158 shares following the latest reported sale.

Positive

  • None.

Negative

  • None.

Insights

Bain Capital Life Sciences funds reported sizable, multi-day open-market sales but retain a large Heartflow stake.

Investment entities affiliated with Bain Capital Life Sciences reported selling a total of 2,000,000 Heartflow Common Stock shares across four open-market transactions from April 28–30, 2026. Reported weighted average prices ranged from about $29.00 to $31.46 per share.

The securities are held directly by BCLS Fund III Investments, LP, with several Bain Capital Life Sciences entities potentially sharing voting and dispositive power while disclaiming beneficial ownership beyond their pecuniary interest. Post-transaction indirect holdings shown in the filing range from 10,194,048 to 8,448,158 shares, indicating that these entities continue to hold a substantial position despite the net-sell activity.

Insider Bain Capital Life Sciences Investors, LLC, Bain Capital Life Sciences III General Partner, LLC, Bain Capital Life Sciences Fund III, L.P., BCLS Fund III Investments GP, LLC, BCLS Fund III Investments, LP
Role null | null | null | null | null
Sold 2,000,000 shs ($58.90M)
Type Security Shares Price Value
Sale Common Stock 892,533 $29.18 $26.04M
Sale Common Stock 56,224 $30.05 $1.69M
Sale Common Stock 797,133 $29.37 $23.41M
Sale Common Stock 254,110 $30.51 $7.75M
Holdings After Transaction: Common Stock — 8,504,382 shares (Indirect, See footnotes)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.50 to $31.46, inclusive. The reporting person undertakes to provide to Heartflow, Inc., any security holder of Heartflow, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (4) of this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.69, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.995, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.19, inclusive. Represents securities held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments"). Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences III General Partner, LLC ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC ("BCLS Fund III Investments GP"), which is the general partner of BCLS Fund III Investments. As a result, each of BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Investments. BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Shares sold 2,000,000 shares Total Common Stock sold across four open-market transactions
First reported sale price $30.51/share Weighted average price on April 28, 2026 transaction
Second reported sale price $29.37/share Weighted average price on April 29, 2026 transaction
Third reported sale price $29.18/share Weighted average price on April 30, 2026 transaction
Fourth reported sale price $30.05/share Weighted average price on April 30, 2026 transaction
Holdings after earliest sale 10,194,048 shares Indirect holdings shown following April 28, 2026 sale
Holdings after latest sale 8,448,158 shares Indirect holdings shown following final April 30, 2026 sale
open-market sale financial
"transaction_action: "open-market sale""
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.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
ten percent owner regulatory
""is_ten_percent_owner": 1"
disclaims beneficial ownership regulatory
"each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest"
voting and dispositive power regulatory
"may be deemed to share voting and dispositive power with respect to the securities"
Form 4 Insider Transactions: What Each Field Means →
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
X
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*
Bain Capital Life Sciences Investors, LLC
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTON MASSACHUSETTS 02116
(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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 Stock04/28/2026S254,110D$30.51(1)10,194,048ISee footnotes(5)(6)
Common Stock04/29/2026S797,133D$29.37(2)9,396,915ISee footnotes(5)(6)
Common Stock04/30/2026S892,533D$29.18(3)8,504,382ISee footnotes(5)(6)
Common Stock04/30/2026S56,224D$30.05(4)8,448,158ISee footnotes(5)(6)
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
1. Name and Address of Reporting Person*
Bain Capital Life Sciences Investors, LLC
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Bain Capital Life Sciences III General Partner, LLC
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Bain Capital Life Sciences Fund III, L.P.
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BCLS Fund III Investments GP, LLC
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BCLS Fund III Investments, LP
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.50 to $31.46, inclusive. The reporting person undertakes to provide to Heartflow, Inc., any security holder of Heartflow, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (4) of this Form 4.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.69, inclusive.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.995, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.19, inclusive.
5. Represents securities held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments").
6. Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences III General Partner, LLC ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC ("BCLS Fund III Investments GP"), which is the general partner of BCLS Fund III Investments. As a result, each of BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Investments. BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
See signatures included in Exhibit 99.104/30/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Bain Capital Life Sciences report in the latest Heartflow (HTFL) Form 4?

Bain Capital Life Sciences–affiliated entities reported selling 2,000,000 shares of Heartflow Common Stock in open-market transactions. The trades occurred over three days, with all positions held indirectly through BCLS Fund III Investments, LP, and related entities retaining a large remaining stake after the sales.

How many Heartflow (HTFL) shares did Bain Capital Life Sciences sell and at what prices?

The filing shows 2,000,000 Heartflow Common Stock shares sold across four transactions. Weighted average prices ranged roughly between $29.00 and $31.46 per share, with specific trades reported around $30.51, $29.37, $29.18, and $30.05 according to the transaction table and footnotes.

Which Bain Capital Life Sciences entity directly holds the Heartflow (HTFL) shares?

The securities are held directly by BCLS Fund III Investments, LP. Other Bain Capital Life Sciences entities, including Bain Capital Life Sciences Investors, LLC and related general partners, may be deemed to share voting and dispositive power but each disclaims beneficial ownership except for its pecuniary interest in the fund’s holdings.

How many Heartflow (HTFL) shares did Bain Capital Life Sciences entities hold after the reported sales?

Post-transaction indirect holdings disclosed in the filing include 10,194,048 shares following the earliest reported sale and 8,448,158 shares after the latest reported sale. These figures indicate that, despite selling 2,000,000 shares, the affiliated entities continue to own a substantial position in Heartflow stock.

Over what dates did the Bain Capital Life Sciences sales in Heartflow (HTFL) occur?

The reported open-market sales took place on April 28, April 29, and April 30, 2026. Transactions were split into four line items, each with its own weighted average price and post-transaction share balance, reflecting active trading over three consecutive trading days.

How does the Form 4 describe pricing for the Bain Capital Life Sciences Heartflow (HTFL) sales?

For each transaction, the Form 4 notes a weighted average price, with actual sales executed in multiple trades within ranges. Footnotes state ranges from $29.00 to $31.46 per share, and the reporting persons undertake to provide detailed trade breakdowns upon request.