Heartflow, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Annual Report on Internal Control over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) due to a transition period established by rules of the SEC for newly public companies. Attestation Report of the Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.” Changes in Internal Control over Financial Reporting Due to a transition period established by SEC rules applicable to newly public companies, our management is not required to evaluate the effectiveness of our internal control over financial reporting until after the filing of our Annual Report on Form 10-K for the year ended December 31, 2025. As a result, this Annual Report on Form 10-K does not address whether there have been any changes in our internal control over financial reporting. Item 9B. Other Information Insider Trading Arrangements During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a “Rule 10b5-1 (c) trading arrangement” or a “ non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Item 10. Directors, Executive Officers and Corpor ate Governance Except as set forth below, the information required by this item is incorporated by reference to our definitive Proxy Statement to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025. 129 Table of Contents We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer and principal financial officer. A current copy of the code is posted on the Investors-Corporate Governance section of our website, which is located at www.heartflow.com . We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Global Market, by filing a Current Report on Form 8-K with the SEC, disclosing such information. Item 11. Executive Compensation The information required by this item is incorporated by reference to our definitive Proxy Statement to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to our definitive Proxy Statement to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to our definitive Proxy Statement to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to our definitive Proxy Statement to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025. 130 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements. The financial statements included in “Index to Consolidated Financial Statements” in Part II, Item 8, are filed as part of this Annual Report on Form 10-K. (b) Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable or required, or the information required to be set forth therein is included in the consolidated financial statements or notes thereto included in the Index to Consolidated Financial Statements of this Annual Report. 131 Table of Contents (c) Exhibits. The following exhibits are incorporated herein by reference or are filed or furnished with this Annual Report on Form 10-K as indicated below: Exhibit Index Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation . 8-K 001-42790 3.1 8/11/2025 3.2 Amended and Restated Bylaws . 8-K 001-42790 3.2 8/11/2025 4.1+ Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10.1# Heartflow, Inc. 2025 Performance Incentive Plan . S-1 333-288733 10.2 7/17/2025 10.2# Heartflow, Inc. 2025 Performance Incentive Plan Form of Option Agreement (Employee) . 10-Q 001-42790 10.3 9/19/2025 10.3# Heartflow, Inc. 2025 Performance Incentive Plan Form of Option Agreement (Director) . 10-Q 001-42790 10.4 9/19/2025 10.4# Heartflow, Inc. 2025 Performance Incentive Plan Form of Restricted Stock Unit Agreement . 10-Q 001-42790 10.5 9/19/2025 10.5# Heartflow, Inc. 2025 Employee Stock Purchase Plan . S-1 333-288733 10.3 7/17/2025 10.6# Heartflow, Inc. Senior Leadership Severance Policy . S-1 333-288733 10.4 7/17/2025 10.7#+ Heartflow, Inc. Director Compensation Policy . 10.8 Form of Indemnification Agreement for Directors and Officers . S-1 333-288733 10.9 8/1/2025 10.9 Lease, dated August 9, 2021, by and between MV Campus Owner, LLC and HeartFlow, Inc. S-1 333-288733 10.3 7/17/2025 19.1+ Insider Trading Compliance Policy and Procedures . 21.1+ Subsidiaries of Heartflow, Inc. 23.1+ Consent of PricewaterhouseCoopers LLP, independent registered accounting firm . 24.1+ Power of Attorney (included on signature page to this Annual Report on Form 10-K). 31.1+ Certification of Principal Executive Officer pursuant to Security Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 31.2+ Certification of Principal Financial Officer pursuant to Security Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 97.1+ Policy Regarding the Recoupment of Certain Compensation Payments. 101.INS+ Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH+ Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents. 104+ Cover Page Interactive Data File (embedded within the Inline XBRL document). # Indicates management contract or compensatory plan. + Filed herewith. * The certification attached as Exhibit 32.1 and Exhibit 32.2 that accompanies this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is not deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Item 16. Form 10–K Summary None. 132 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. HEARTFLOW, INC. Date: March 18, 2026 By: /s/ John C.M. Farquhar John C.M. Farquhar President and Chief Executive Officer (Principal Executive Officer) Date: March 18, 2026 By: /s/ Vikram Verghese Vikram Verghese Chief Financial Officer (Principal Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John C.M. Farquhar, Vikram Verghese or Angela Ahmad , and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto , and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ John C.M. Farquhar President, Chief Executive Officer and Director ( Principal Executive Officer ) March 18, 2026 John C.M. Farquhar /s/ Vikram Verghese Chief Financial Officer ( Principal Financial Officer ) March 18, 2026 Vikram Verghese /s/ Mhairi L. Jones Chief Accounting Officer ( Principal Accounting Officer ) March 18, 2026 Mhairi L. Jones /s/ William C. Weldon Chair of the Board of Directors March 18, 2026 William C. Weldon /s/ Timothy C. Barabe Director March 18, 2026 Timothy C. Barabe /s/ Julie A. Cullivan Director March 18, 2026 Julie A. Cullivan /s/ Jeffrey C. Lightcap Director March 18, 2026 Jeffrey C. Lightcap /s/ Wayne J. Riley Director March 18, 2026 Wayne J. Riley, M.D. /s/ Casey M. Tansey Director March 18, 2026 Casey M. Tansey 133