[Form 4/A] DURECT CORP Amended Insider Trading Activity

Rhea-AI Filing Summary

James E. Brown, who is listed as President & CEO and a director of DURECT Corp (DRRX), reported a transaction dated 09/11/2025 involving the disposition of a stock option covering 103,077 shares with a $1.30 exercise/conversion price.

The filing explains this activity occurred in connection with a Merger Agreement and a related tender offer by Bausch Health Americas, Inc. Options with exercise prices below the cash consideration were accelerated and, if exercised before the merger became effective, the resulting shares were treated the same as other shares in the tender offer. Options with exercise prices equal to or above the cash consideration that remained unexercised at the effective time were canceled and former holders are eligible for cash retention bonuses tied to net sales milestones under a board-approved retention plan.

Positive

• Accelerated vesting allowed holders of in-the-money options to exercise and participate equally in the tender offer.
• Uniform treatment of exercised shares in the tender offer ensures those shares were treated identically with other common stock.
• Retention plan provides eligible former option holders with cash bonuses tied to net sales milestones, preserving some value after cancellation.

Negative

• Cancellation of options with exercise prices equal to or above the cash amount eliminated future equity upside for those option holders.
• No valuation disclosed for the cash retention bonuses in the filing, leaving the economic value to holders unclear.

Insights

Corporate Governance Expert

TL;DR: Insider exercised accelerated options as part of a takeover; canceled options and retention bonuses reflect typical merger settlement mechanics.

The Form 4/A shows the CEO/director disposed of a large option position as part of a broader M&A transaction structure. From a governance perspective, acceleration and uniform treatment of exercised shares in the tender offer support equitable treatment of insiders who exercised before closing. The cancellation of unexercised options and replacement with performance-linked cash retention awards shifts compensation from equity to cash contingent on sales milestones, which may alter long-term alignment between management and shareholders.

Executive Compensation Analyst

TL;DR: The amendment documents option acceleration, cancellation, and contingent cash retention—important for pay mix but common in M&A.

The details indicate accelerated vesting for options priced below the cash amount and cancellation of higher‑strike options with a subsequent cash retention program tied to net sales milestones. This replaces potential future equity upside with contingent cash, which preserves some value for option holders but changes incentive leverage. The specific quantity reported (103,077 underlying shares) is material to the reporting person but the form contains no valuation of the retention awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BROWN JAMES E

(Last) (First) (Middle)

C/O DURECT CORPORATION

10240 BUBB ROAD

(Street)

CUPERTINO CA 95014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DURECT CORP [ DRRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/12/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$1.3	09/11/2025		D(1)(2)(3)			103,077	(1)(2)(3)	10/14/2034	Common Stock	103,077	(1)(2)(3)	0	D

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated as of July 28, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, Bausch Health Americas, Inc. ("Parent"), BHC Lyon Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), and solely for the purposes of Section 6.10 of the Merger Agreement, Bausch Health Companies Inc. ("BHC"), Purchaser completed a tender offer for shares of the Issuer's Common Stock.

2. Pursuant to the terms of the Merger Agreement, prior to the expiration of the tender offer, the vesting or payment of each option to purchase shares outstanding under the Issuer's 2000 Stock Plan, as amended (the "Issuer Stock Plan") (each, an "Issuer Option"), that had a per share exercise price that was less than the Cash Amount was accelerated. With respect to the shares received upon exercise of such accelerated Issuer Options prior to the Effective Time, all such shares were treated identically with all other shares in connection with the tender offer and the Merger.

3. (Continued from footnote 2) At the Effective Time, each Issuer Option that had a per share exercise price that was equal to or greater than the Cash Amount, and that was unexercised immediately prior to the Effective Time, was canceled in connection with the Merger. Following the cancellation of each such Issuer Option, each former holder of such Issuer Option is eligible to receive a cash retention bonus subject to the achievement of certain net sales milestones, pursuant to a retention plan approved by the compensation committee of the Issuer's Board of Directors.

	/s/ James E. Brown	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did James E. Brown report on DRRX Form 4/A?

The filing reports a transaction dated 09/11/2025 disposing of a stock option covering 103,077 underlying shares with a $1.30 exercise/conversion price.

Why were some DURECT options accelerated or canceled under the Merger Agreement?

Options with per-share exercise prices below the cash consideration were accelerated to allow exercise before the tender offer; options with exercise prices equal to or above the cash amount that remained unexercised at the effective time were canceled.

How were exercised shares treated in the tender offer?

The filing states that shares received from exercised accelerated options were treated identically with all other shares in the tender offer and the merger.

What do holders of canceled options receive?

Former holders of canceled options are eligible for a cash retention bonus subject to achievement of certain net sales milestones under a retention plan approved by the issuer's compensation committee.