Farquhar John C.M. 4
4 · Heartflow, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Heartflow (HTFL) CEO John Farquhar Sells Shares, Receives Awards
What Happened John C.M. Farquhar, CEO of Heartflow (HTFL), reported a mix of sales and equity awards. On Feb 10, 2026 he sold 22,562 shares in an open-market transaction for a weighted average price of $27.46, generating proceeds of about $619,553. On Feb 6, 2026 the company retained 1,541 shares to cover withholding taxes related to vesting (disposed at $27.74, ~$42,747). On Feb 6 he was also granted equity awards: 183,850 restricted stock units (RSUs) and a derivative award covering 321,259 shares (total awards = 505,109 shares) at $0.00 reported value.
Key Details
- Sale date and price: Feb 10, 2026; 22,562 shares sold at a weighted average $27.46 (trade prices ranged $26.74–$29.14). Filing notes multiple trades and offers to provide detailed execution prices on request.
- Tax withholding: Feb 6, 2026 — 1,541 shares withheld/retained by issuer to satisfy income tax obligations (reported at $27.74; ~$42,747).
- Awards: 183,850 RSUs (vesting commencement Feb 6, 2026; 1/16th vest quarterly) and a derivative award of 321,259 (option-style vesting: 1/48th vests monthly).
- 10b5-1 plan: The Feb 10 sale was executed under a Rule 10b5-1 trading plan adopted Sept 12, 2025.
- Shares owned after transaction: not specified in the filing.
- Filing: Form 4 filed Feb 10, 2026; the filing does not indicate a late-report flag.
Context
- The 1,541-share transaction is a tax-withholding/net settlement related to RSU vesting (issuer retained shares), not a discretionary sale.
- The 22,562-share sale was prearranged under a 10b5-1 plan, which is commonly used to systematically sell shares and can limit the sale's implication about current insider sentiment.
- The new RSUs and derivative award carry multi-period vesting schedules (quarterly and monthly), so most of those shares will vest over time rather than immediately increase the CEO’s tradable holdings.
- Sales are often routine; purchases are generally a stronger signal of insider conviction. This filing documents both routine tax-related activity and a prearranged sale alongside new long-term awards.
Insider Transaction Report
Form 4
Heartflow, Inc.HTFL
Farquhar John C.M.
DirectorChief Executive Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-06$27.74/sh−1,541$42,747→ 430,368 total - Award
Common Stock
[F2]2026-02-06+183,850→ 614,218 total - Sale
Common Stock
[F3][F4]2026-02-10$27.46/sh−22,562$619,553→ 591,656 total - Award
Stock Option
[F5]2026-02-06+321,259→ 321,259 totalExercise: $27.74Exp: 2036-02-06→ Common Stock (321,259 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]The option vests 1/48 on each monthly anniversary of the Vesting Commencement Date, subject to continued service through the applicable vesting date
Signature
/s/ Mhairi Jones, by power of attorney|2026-02-10