[Form 4] Durect Corp Insider Trading Activity

Rhea-AI Filing Summary

Judith J. Robertson, a director of DURECT Corp (DRRX), received an equity award consisting of a stock option covering 5,500 shares exercisable at $1.22 per share. The option grant date and associated transaction is reported as 09/10/2025. The option vests 100% on the day before the first anniversary of the grant, conditioned on continued service through the vesting date. After the reported grant and related exercise rights, Ms. Robertson beneficially owns 41,113 shares of common stock and holds options covering an additional 5,500 shares that expire on 09/25/2034. The disclosure is a Form 4 reporting a director-level equity award and resulting beneficial ownership.

Positive

• Alignment of interests: Award vests only after continued service, aligning the director’s incentives with shareholder performance over 12 months
• Modest dilution: The option covers only 5,500 shares, suggesting limited immediate dilutive effect on existing shareholders

Negative

• No graded vesting: 100% vests on a single-cliff date rather than phased vesting, which may offer less ongoing performance linkage
• Long expiration: Option expires on 09/25/2034, extending potential overhang for several years

Insights

Corporate Governance Expert

TL;DR: A routine director equity grant tying a director’s incentives to shareholder value; vesting requires continued service, aligning long-term interests.

The grant is a standard service-based option: 5,500 options at an exercise price of $1.22, vesting fully one year after grant if service continues. The full vesting cliff promotes retention through the first anniversary but provides no graded vesting to promote incremental performance milestones. The award size appears modest relative to total outstanding shares (not disclosed here), indicating limited dilution risk and a typical governance practice for boards.

Securities Analyst

TL;DR: Small, dilutive impact; option terms are straightforward with a long expiration to 09/25/2034 and a $1.22 strike.

This Form 4 reports an option grant that increases potential share count by 5,500 and sets the strike at $1.22. The option’s long expiration provides extended optionality but the one-year cliff limits immediate liquidity. With post-transaction beneficial ownership of 41,113 shares, the director’s economic stake is visible but not large in absolute terms. The transaction appears routine and unlikely to materially affect valuation absent additional information on total share count.

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

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Robertson Judith J.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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

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
Common Stock	09/10/2025		M		5,500	A	$1.22	41,113	D

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)	$1.22	09/10/2025		M			5,500	(1)	09/25/2034	Common Stock	5,500	$0	0	D

Explanation of Responses:

1. 100% of the total number of shares subject to this option grant shall vest and become exercisable on the day before the first anniversary of the date of grant, subject to the Reporting Person continuing to provide services to the Company through the vesting date.

	/s/ Judith J. Robertson	09/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did DURECT director Judith J. Robertson acquire in the Form 4 filing?

She was granted a stock option for 5,500 shares with an exercise price of $1.22 and a vesting condition of 100% one year after the grant.

How many shares does Judith J. Robertson beneficially own after the reported transaction (DRRX)?

Following the reported transaction, she beneficially owns 41,113 shares of common stock.

When do Robertson’s options become exercisable and when do they expire?

The options vest fully the day before the first anniversary of grant and expire on 09/25/2034.

What is the exercise price of the options reported on the Form 4?

The exercise (strike) price is $1.22 per share.

Does the Form 4 indicate this reporting person is an insider of DRRX?

Yes; the filing identifies Judith J. Robertson as a director of DURECT Corporation.