Insider Selling on a Rule‑10b5‑1 Plan

On February 5 , 2026, HeartFlow Inc. director Julie A. Cullivan sold 8,000 shares of common stock at $27.32, reducing her stake to 36,413 shares. The transaction was executed under a Rule 10b5‑1 trading plan that she adopted on September 12 , 2025. A rule‑10b5‑1 plan allows insiders to pre‑define a schedule of trades, mitigating accusations of insider trading. The sale price, just below the closing price of $25.99, indicates that the plan was likely set before the recent 5.45 % price swing, and the 0.06 % price change on the day suggests the trade had minimal market impact.

Broader Insider Activity

HeartFlow’s insider landscape has been more turbulent than a single director’s sale. The most significant recent move was a February 4 sale by Bain Capital Life Sciences Investors, LLC, who divested 2 million shares at $28.05. This outflow—over 10 million shares post‑transaction—represents the largest institutional sell order in the last year. Earlier in December, Lightcap Jeffrey C. added 40,000 shares to his portfolio, a modest buy that may signal a continued long‑term view despite the broader sell‑off. The contrast between large institutional sell orders and isolated insider purchases suggests a potential shift in sentiment among major shareholders.

Implications for Investors

The combination of a high‑volume institutional sale and a director’s pre‑planned sell raises questions about confidence in HeartFlow’s near‑term prospects. A 52‑week low of $25.38 and a current price of $25.99, coupled with a negative P/E of –3.58, hint at earnings pressures that could deter new investors. Yet, the Rule 10b5‑1 structure reassures that the director’s trade was not opportunistic, which may dampen panic among shareholders. For investors, the key will be to monitor whether the institutional sell order reflects a strategic rebalancing or a loss of faith in the company’s growth trajectory.

Looking Ahead

HeartFlow’s recent insider activity signals a cautious stance among its largest holders, but the lack of a sharp price decline suggests resilience. Analysts should focus on earnings guidance, pipeline developments, and potential regulatory approvals that could reverse the current negative P/E trend. If the company can deliver substantive clinical or commercial milestones, the current share price may rebound from its recent lows, turning the current insider outflows into a buying opportunity for those with a longer investment horizon.

DateOwnerTransaction TypeSharesPrice per ShareSecurity
2026-02-05Cullivan Julie A ()Sell8,000.0027.32Common Stock