Farquhar John C.M. 4

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.