HeartFlow (HTFL) CMO reports large new equity awards and holdings

Rhea-AI Filing Summary

HeartFlow, Inc.'s Chief Medical Officer, Campbell Rogers, reported new equity awards and related share activity. On February 6, 2026, he received a stock option covering 94,488 shares of common stock with a $27.74 exercise price, vesting monthly over four years starting from the vesting commencement date.

On the same date, he was granted 54,073 restricted stock units, which vest in 16 equal quarterly installments beginning February 6, 2026, subject to continued service. The filing also shows 515 shares of common stock withheld at $27.74 per share to cover tax obligations upon RSU vesting, and reports additional indirect common stock holdings through several trusts.

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

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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).

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^*

Rogers Campbell

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		F		515(1)	D	$27.74	20,098	D
Common Stock	02/06/2026		A		54,073(2)	A	$0	74,171	D
Common Stock								22,615	I	By Campbell Rogers 2019 Irrevocable Trust
Common Stock								46,159	I	By CR Asset Protection Trust of 2023
Common Stock								26,012	I	By Spouse's Trust
Common Stock								50,754	I	By The Campbell Rogers Revocable Trust

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
Stock Option	$27.74	02/06/2026		A		94,488		(3)	02/06/2036	Common Stock	94,488	$0	94,488	D

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.

2. Represents restricted stock units ("RSUs"), with a vesting commencement date of February 6, 2026 (the "Vesting Commencement Date"). 1/16th of the RSUs vest on each quarterly anniversary of the Vesting Commencement Date, subject to continued service through the applicable vesting date.

3. The option vests 1/48 on each monthly anniversary of the Vesting Commencement Date, subject to continued service through the applicable vesting date.

	/s/ Mhairi Jones, by power of attorney	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did HeartFlow (HTFL) report for its Chief Medical Officer?

The Chief Medical Officer reported new equity awards and tax-related share withholding. He received 94,488 stock options and 54,073 restricted stock units, plus 515 shares were withheld at $27.74 each to cover income tax obligations tied to previously reported RSU vesting.

How do the new stock options for HeartFlow (HTFL) CMO vest?

The stock option for 94,488 shares vests in 1/48 increments each month after the February 6, 2026 vesting commencement date. Continued service is required through each monthly vesting date for those installment portions to become exercisable.

What is the vesting schedule for the 54,073 RSUs reported by HeartFlow (HTFL)?

The 54,073 RSUs vest over four years starting February 6, 2026. One-sixteenth of the RSUs vest on each quarterly anniversary of that date, conditioned on the executive’s continued service through each applicable quarterly vesting date.

Why were 515 shares of HeartFlow (HTFL) common stock withheld?

The 515 shares were retained by the company to satisfy income tax withholding and remittance obligations. This withholding related to the vesting and net settlement of previously reported restricted stock units, rather than an open-market sale by the executive.

What indirect HeartFlow (HTFL) holdings are shown for the CMO?

The filing lists additional indirect common stock holdings through several trusts. These include shares held by the Campbell Rogers 2019 Irrevocable Trust, the CR Asset Protection Trust of 2023, a spouse’s trust, and The Campbell Rogers Revocable Trust, reflecting various estate-planning vehicles.

What was the exercise price and term of the new HeartFlow (HTFL) stock option?

The newly granted stock option has a $27.74 per share exercise price. It covers 94,488 shares of common stock and is scheduled to expire on February 6, 2036, subject to earlier termination under the applicable equity plan and agreement terms.