Form 4: Heartflow CMO Sells Shares After Option Exercise

Heartflow's Chief Medical Officer, Campbell Rogers, exercised stock options and subsequently sold a portion of his common stock holdings, all under a pre-arranged 10b5-1 trading plan.

Summary

• Campbell Rogers, Chief Medical Officer of Heartflow, Inc. (HTFL), engaged in a series of transactions on March 19, 2026.
• Rogers exercised options to acquire 19,402 shares of common stock at an exercise price of $2.22 per share.
• Additionally, Rogers exercised options to acquire 47,615 shares of common stock at an exercise price of $2.22 per share.
• A total of 64,533 shares of common stock were sold at a weighted average price of $25.6928 per share.
• The sale included 16,918 shares previously held and the 47,615 shares acquired through option exercise.
• All reported transactions were executed pursuant to a Rule 10b5-1 Trading Plan adopted by Rogers on September 12, 2025.
• Following these transactions, Rogers directly beneficially owns 78,518 shares of common stock.
• 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.
• Remaining derivative securities include 189,125 stock options and 141,510 stock options, both with an exercise price of $2.22 and an expiration date of July 10, 2033, vesting monthly until July 1, 2027.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly negative event. While insider selling can be a concern, the execution under a 10b5-1 plan mitigates the negative signal, suggesting a planned liquidity event rather than a reaction to adverse company news.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 Trading Plan, indicating a structured approach to managing equity rather than an immediate reaction to market conditions.

Negatives

• The Chief Medical Officer sold a significant number of shares, which can sometimes be interpreted negatively by investors, even if the sale was pre-planned.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

StockSavvy.ai notes that insider transactions, particularly sales, are closely watched by the market. However, sales executed under a Rule 10b5-1 trading plan are common and are generally viewed as less indicative of management's immediate sentiment about the company's prospects compared to unplanned, open-market sales, as they are pre-scheduled and often part of an executive's long-term financial planning.

Related Party Transactions

• Indirect beneficial ownership is held through various trusts, including the Campbell Rogers 2019 Irrevocable Trust, CR Asset Protection Trust of 2023, Spouse's Trust, and The Campbell Rogers Revocable Trust, which are considered related parties to the reporting person.

Stakeholder Impact

• Shareholders may interpret the insider sale as a signal, potentially influencing market sentiment, although the pre-planned nature under a 10b5-1 plan typically lessens the impact compared to an unscheduled sale.

Key Dates

Recommendation

A seasoned investor would likely recommend a 'hold' based on this Form 4. While insider selling can be a negative signal, the fact that these transactions were conducted under a pre-established Rule 10b5-1 trading plan suggests a systematic approach to managing personal equity rather than an immediate reaction to company-specific news. Without additional context from financial reports or strategic updates, this single transaction does not provide sufficient grounds for a strong buy or sell recommendation, but it warrants continued monitoring of insider activity and company performance.

Keywords

Heartflow, HTFL, Form 4, Insider Trading, Stock Options, Campbell Rogers, Chief Medical Officer, 10b5-1 Plan, Equity Sales