Bain Capital Life Sciences Fund III, L.P. 4
4 · Heartflow, Inc. · Filed Apr 30, 2026
Research Summary
AI-generated summary of this filing
Heartflow (HTFL) 10% Owner Bain Capital Sells 2M Shares
What Happened Bain Capital Life Sciences Investors, LLC — reported as a 10% owner of Heartflow, Inc. (HTFL) — sold a total of 2,000,000 Heartflow shares in open-market transactions between April 28 and April 30, 2026, for aggregate proceeds of about $58.9 million. The filing breaks the sales into four tranches: 254,110 shares on 2026-04-28 (weighted average $30.51, proceeds $7,752,896), 797,133 shares on 2026-04-29 (weighted average $29.37, proceeds $23,411,796), 892,533 shares on 2026-04-30 (weighted average $29.18, proceeds $26,044,113), and 56,224 shares on 2026-04-30 (weighted average $30.05, proceeds $1,689,531). These were sales (transaction code S), which are typically routine dispositions rather than purchases that signal increased insider confidence.
Key Details
- Transaction dates and reported weighted averages:
- 2026-04-28: 254,110 shares, $30.51 (wtd avg); footnote F1 shows actual prices ranged $30.50–$31.46.
- 2026-04-29: 797,133 shares, $29.37 (wtd avg); footnote F2 shows range $29.00–$29.69.
- 2026-04-30: 892,533 shares, $29.18 (wtd avg); footnote F3 shows range $29.00–$29.995.
- 2026-04-30: 56,224 shares, $30.05 (wtd avg); footnote F4 shows range $30.00–$30.19.
- Total sold: 2,000,000 shares for approximately $58,898,336.
- Shares owned after the transactions: not specified in the material provided.
- Filing and ownership notes:
- Filing date: 2026-04-30 covering trades from 2026-04-28 to 2026-04-30; the filing appears timely based on the provided dates.
- Footnote F5/F6: the shares are held directly by BCLS Fund III Investments; Bain Capital Life Sciences Investors, LLC is part of the fund governance structure and disclaims beneficial ownership except for its pecuniary interest.
- Footnotes indicate the reported prices are weighted averages; the filer offers to provide per-transaction price breakdowns on request.
Context
- This is institutional selling by a reported 10% owner (a fund), not an individual corporate executive. Institutional sales can reflect portfolio rebalancing, fund liquidation, or other fund-level decisions and are not direct signals of insider sentiment about the company’s operations.
- Transaction code S = Sale (open-market/private sale). There were no purchases, option exercises, awards, or gifts reported in this filing.
Insider Transaction Report
Form 4Exit
Heartflow, Inc.HTFL
Transactions
- Sale
Common Stock
[F1][F5][F6]2026-04-28$30.51/sh−254,110$7,752,896→ 10,194,048 total(indirect: See footnotes) - Sale
Common Stock
[F2][F5][F6]2026-04-29$29.37/sh−797,133$23,411,796→ 9,396,915 total(indirect: See footnotes) - Sale
Common Stock
[F3][F5][F6]2026-04-30$29.18/sh−892,533$26,044,113→ 8,504,382 total(indirect: See footnotes) - Sale
Common Stock
[F4][F5][F6]2026-04-30$30.05/sh−56,224$1,689,531→ 8,448,158 total(indirect: See footnotes)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]Represents securities held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments").
- [F6]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.
Signature
See signatures included in Exhibit 99.1|2026-04-30