Form 4: Bain Capital Converts Heartflow Preferred Stock to Common

Bain Capital Life Sciences entities converted Series F Preferred Stock and a Subordinated Convertible Promissory Note into Heartflow, Inc. common stock.

Summary

• Bain Capital Life Sciences Investors, LLC, along with related entities, reported changes in their beneficial ownership of Heartflow, Inc. (HTFL) common stock.
• On August 11, 2025, 35,081,564 shares of Heartflow's Series F Preferred Stock automatically converted into 12,014,234 shares of common stock on a 0.342466:1 basis.
• Also on August 11, 2025, a Subordinated Convertible Promissory Note with an outstanding principal amount of $6,595,648.51 automatically converted into 433,924 shares of common stock.
• The promissory note converted at a price of $15.2 per share, which was 80% of the price per share in Heartflow's initial public offering.
• Following these transactions, the reporting persons beneficially own a total of 12,448,158 shares of Heartflow, Inc. common stock indirectly.
• The conversions occurred immediately prior to or upon the consummation of Heartflow's initial public offering.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a Form 4 is primarily a factual disclosure, the conversion of significant investor holdings into common stock upon an IPO is generally a positive milestone, indicating the successful completion of a major corporate event and continued investor commitment.

Positives

• The automatic conversion of preferred stock and a convertible note into common stock signifies the successful completion of Heartflow's initial public offering (IPO).
• A major institutional investor, Bain Capital, converting its significant stake into common shares indicates a long-term commitment to the company's public market journey.
• The conversion increases the public float of Heartflow's common stock, potentially improving liquidity for investors.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from the issuer, focusing instead on the reporting of beneficial ownership changes related to a past or imminent IPO event.

Management Comments

• Bain Capital Life Sciences Investors, LLC, Bain Capital Life Sciences III General Partner, LLC, Bain Capital Life Sciences Fund III, L.P., and BCLS Fund III Investments GP, LLC each disclaim beneficial ownership of the securities held by BCLS Fund III Investments, LP, except to the extent of their pecuniary interest therein.

Industry Context

This filing reflects a standard event in the lifecycle of a private company transitioning to public ownership, where pre-IPO investors' convertible securities convert into common stock upon the initial public offering. This is common practice in the life sciences and technology sectors where significant venture capital or private equity funding precedes public listing.

Comparison to Industry Standards

• The conversion of preferred stock and convertible notes upon an IPO is a standard mechanism for early-stage investors to realize their equity in a public company, consistent with typical venture capital and private equity investment structures in the life sciences industry.
• The conversion price of the promissory note at 80% of the IPO price is a common incentive for early investors, often seen in similar financing rounds for growth-stage companies prior to their public debut.

Related Party Transactions

• The conversions involve Bain Capital Life Sciences Investors, LLC and its affiliated entities, which are identified as a 10% owner and have a director relationship with Heartflow, Inc. These transactions represent a change in the form of their existing investment in the company.

Stakeholder Impact

• Shareholders: The conversion increases the number of common shares outstanding, potentially impacting per-share metrics and increasing the public float, which can improve liquidity.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

Heartflow, HTFL, Bain Capital, SEC Form 4, Beneficial Ownership, Stock Conversion, Preferred Stock, Convertible Note, IPO, Life Sciences