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Heartflow (HTFL) CEO has 7,204 shares withheld for tax obligations

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Heartflow, Inc. Chief Executive Officer John C.M. Farquhar reported routine tax-withholding share dispositions tied to restricted stock unit vesting. On May 6, 5,300 shares of common stock were withheld at $30.29 per share, and on May 7, 1,904 shares were withheld at $29.98 per share.

According to the footnote, these shares were retained by Heartflow to satisfy income tax withholding and remittance obligations in connection with previously reported RSU vesting and net settlement, rather than sold in the open market. Following these transactions, Farquhar directly holds 541,959 shares of Heartflow common stock.

Positive

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Negative

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Insider Farquhar John C.M.
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 1,904 $29.98 $57K
Tax Withholding Common Stock 5,300 $30.29 $161K
Holdings After Transaction: Common Stock — 541,959 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Tax-withheld shares May 6 5,300 shares Tax-withholding disposition at $30.29 per share on May 6
Tax-withheld shares May 7 1,904 shares Tax-withholding disposition at $29.98 per share on May 7
Total tax-withheld shares 7,204 shares Shares retained by issuer to satisfy income tax withholding
Price per share May 6 $30.29/share Value used for tax-withholding disposition on May 6
Price per share May 7 $29.98/share Value used for tax-withholding disposition on May 7
Shares after May 6 transaction 543,863 shares CEO direct holdings following May 6 withholding
Shares after May 7 transaction 541,959 shares CEO direct holdings after both tax-withholding events
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 previously reported"
tax-withholding disposition financial
"transaction_action: tax-withholding disposition for the reported Common Stock"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Form 4 regulatory
"INSIDER FILING DATA (Form 4) for Heartflow, Inc. and its CEO"
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.
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
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/06/2026F5,300(1)D$30.29543,863D
Common Stock05/07/2026F1,904(1)D$29.98541,959D
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
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 attorney05/08/2026
** 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 Heartflow (HTFL) disclose in this Form 4 filing?

Heartflow (HTFL) disclosed that CEO John C.M. Farquhar had shares of common stock withheld to cover income taxes from vested restricted stock units. The issuer retained the shares for tax remittance, rather than the CEO selling them in the open market.

How many Heartflow shares were withheld for CEO tax obligations?

A total of 7,204 Heartflow common shares were withheld for CEO John C.M. Farquhar’s tax obligations. This includes 5,300 shares on May 6 and 1,904 shares on May 7, all retained by the issuer to satisfy income tax withholding requirements.

At what prices were Heartflow (HTFL) shares withheld in this Form 4?

The withheld Heartflow shares were valued at reported prices of $30.29 and $29.98 per share. Specifically, 5,300 shares were withheld at $30.29 on May 6, and 1,904 shares were withheld at $29.98 on May 7 for tax withholding purposes.

Does this Heartflow Form 4 show open-market stock sales by the CEO?

No, the Form 4 shows tax-withholding dispositions, not open-market stock sales. The issuer retained shares to satisfy income tax withholding and remittance obligations arising from restricted stock unit vesting, a routine mechanism rather than a discretionary sale by the CEO.

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

After these tax-withholding transactions, CEO John C.M. Farquhar directly holds 541,959 Heartflow common shares. This post-transaction balance reflects his remaining equity position following the issuer’s retention of 7,204 shares to cover RSU-related income tax obligations.

What does transaction code F mean in the Heartflow CEO’s Form 4?

Transaction code F in this Form 4 indicates shares delivered to pay exercise price or tax liability. Here, it reflects Heartflow retaining shares from restricted stock unit vesting to satisfy income tax withholding, rather than the CEO making open-market purchases or sales.