Form 4: Heartflow CMO Campbell Rogers Expands Equity Holdings

Heartflow's Chief Medical Officer, Campbell Rogers, reported new equity awards including restricted stock units and stock options, alongside a tax-related share disposal.

Summary

• Campbell Rogers, Chief Medical Officer of Heartflow, Inc. (HTFL), reported changes in beneficial ownership.
• Disposed of 515 shares of Common Stock at $27.74 per share to satisfy income tax withholding obligations related to previously vested restricted stock units.
• Acquired 54,073 Restricted Stock Units (RSUs) with a vesting commencement date of February 6, 2026. These RSUs will vest 1/16th on each quarterly anniversary of the vesting commencement date, subject to continued service.
• Acquired 94,488 Stock Options with an exercise price of $27.74 and an expiration date of February 6, 2036. These options will vest 1/48th on each monthly anniversary of the vesting commencement date (February 6, 2026), subject to continued service.
• Following these transactions, direct beneficial ownership of Common Stock is 20,098 shares.
• Indirect beneficial ownership includes 22,615 shares via Campbell Rogers 2019 Irrevocable Trust, 46,159 shares via CR Asset Protection Trust of 2023, 26,012 shares via Spouse's Trust, and 50,754 shares via The Campbell Rogers Revocable Trust.
• Direct beneficial ownership of derivative securities (stock options) is 94,488.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting ongoing executive commitment and standard compensation practices, which are generally favorable for long-term stability.

Positives

• Grant of 54,073 Restricted Stock Units (RSUs) aligns management incentives with long-term shareholder value.
• Grant of 94,488 stock options provides additional long-term incentive for the Chief Medical Officer.

Negatives

• Disposal of 515 shares of common stock, though for tax purposes, reduces direct shareholding.

Future Outlook

The reporting person's future equity holdings are subject to vesting schedules, with 1/16th of RSUs vesting quarterly and 1/48th of stock options vesting monthly, both commencing February 6, 2026, contingent on continued service.

Industry Context

StockSavvy.ai notes that the grant of restricted stock units and stock options to a Chief Medical Officer is a standard practice in the biotechnology and medical device industry to attract, retain, and incentivize key executive talent, aligning their interests with long-term company performance.

Comparison to Industry Standards

• StockSavvy.ai observes that the structure of equity compensation, including RSUs and stock options with multi-year vesting schedules, is consistent with common practices seen in comparable growth-stage medical technology companies such as Inari Medical (NARI) or Shockwave Medical (SWAV) for executive retention and performance alignment.

Stakeholder Impact

• Shareholders: Potential minor dilution from the issuance of new equity awards, but this is standard for executive compensation and aims to align management incentives with shareholder value.
• Employees: Reflects ongoing executive compensation practices, which can influence overall compensation philosophy within the company.

Next Steps

• Quarterly vesting of 1/16th of the 54,073 Restricted Stock Units commencing February 6, 2026.
• Monthly vesting of 1/48th of the 94,488 Stock Options commencing February 6, 2026.

Key Dates

Keywords

Heartflow, HTFL, Campbell Rogers, Chief Medical Officer, SEC Form 4, Beneficial Ownership, Restricted Stock Units, RSUs, Stock Options, Equity Compensation, Insider Trading, Executive Compensation