Heartflow Inc.

02/10/2026 | Press release | Distributed by Public on 02/10/2026 19:25

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Farquhar John C.M.
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
(Last) (First) (Middle)
C/O HEARTFLOW, INC., 331 E. EVELYN AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026
(Street)
MOUNTAIN VIEW, CA 94041
4. If Amendment, Date 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
(City) (State) (Zip)
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 1,541(1) D $27.74 430,368 D
Common Stock 02/06/2026 A 183,850(2) A $ 0 614,218 D
Common Stock 02/10/2026 S(3) 22,562 D $27.46(4) 591,656 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 321,259 (5) 02/06/2036 Common Stock 321,259 $ 0 321,259 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Farquhar John C.M.
C/O HEARTFLOW, INC.
331 E. EVELYN AVENUE
MOUNTAIN VIEW, CA 94041
X Chief Executive Officer

Signatures

/s/ Mhairi Jones, by power of attorney 02/10/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 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.
(4) This transaction was executed in multiple trades at price ranging from $26.74 to $29.14. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(5) The option vests 1/48 on each monthly anniversary of the Vesting Commencement Date, subject to continued service through the applicable vesting date
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Heartflow Inc. published this content on February 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 11, 2026 at 01:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]