[Form 4] Durect Corp Insider Trading Activity

Rhea-AI Filing Summary

James E. Brown, President & CEO and a director of DURECT Corporation (DRRX), reported two option grants on 09/09/2025 and 09/10/2025. Each grant is reported with transaction code M (award of options) for 131,923 and 130,000 stock options respectively, both with an exercise price of $1.30 and an expiration date of 10/14/2034. The filings show post-transaction direct beneficial ownership of 415,335 shares after the first grant and 545,335 shares after the second grant, plus 8,000 shares held indirectly by the Brown Family Trust dated 5/10/2006. The options vest in installments of one-sixteenth every three months following the grant, subject to continuous service.

Positive

• CEO received equity-based compensation through two option grants (131,923 and 130,000 options) which align incentives with shareholder value
• Vesting schedule clearly disclosed: options vest in one-sixteenth increments every three months, providing transparency on service-based vesting
• Long-dated expiry (10/14/2034) gives extended period for potential value realization

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive option grants to CEO/director, structured with multi-period vesting and long expiry, typical for retention.

The Form 4 discloses two stock option awards to the reporting person in successive days totaling 261,923 options at a $1.30 exercise price, expiring 10/14/2034. Vesting is gradual—one-sixteenth every three months—indicating multi-year retention conditioning. Reported direct beneficial ownership increases to 545,335 shares after the second grant and there is an 8,000 indirect holding via a family trust. From a governance perspective, the disclosure is complete and follows Section 16 reporting norms; the structure aligns executive incentive design focused on long-term service.

Executive Compensation Analyst

TL;DR: Compensation action: two stock-option awards with staggered vesting and a long expiration horizon, consistent with retention incentives.

The filing documents option awards on 09/09/2025 (131,923 options) and 09/10/2025 (130,000 options) exercisable at $1.30 and expiring on 10/14/2034. The vesting schedule—one-sixteenth of the grant every three months—creates a four-year+ cliff to full vesting, tying realized value to continued service. The Form 4 also lists derivative holdings following the grants (233,077 and 130,000 underlying shares reported in the derivative table) and increases total reported direct ownership. This is a standard compensation mechanism; no additional performance metrics or acceleration clauses are disclosed on the Form 4.

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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hours per response:			0.5

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^*

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)
09/09/2025

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	09/09/2025		M		131,923	A	$1.3	415,335	D
Common Stock	09/10/2025		M		130,000	A	$1.3	545,335	D
Common Stock								8,000	I	by Brown 2006 Trust(1)

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	09/09/2025		M			131,923	(2)	10/14/2034	Common Stock	131,923	$0	233,077	D
Stock Option (right to buy)	$1.3	09/10/2025		M			130,000	(2)	10/14/2034	Common Stock	130,000	$0	103,077	D

Explanation of Responses:

1. Held by the Brown Family Trust DTD 5/10/2006.

2. The option will vest and become exercisable in installments of one-sixteenth (1/16) of the total number of shares at the end of each three-month period following the grant date, subject to the Reporting Person providing continuous service to the Issuer through the applicable vesting date.

	/s/ James E. Brown	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

Who filed the Form 4 for DRRX and what is their role?

The Form 4 was filed by James E. Brown, who is reported as President & CEO and a Director of DURECT Corporation.

What securities were reported in the 09/09/2025 and 09/10/2025 transactions?

Two stock option awards were reported: 131,923 options on 09/09/2025 and 130,000 options on 09/10/2025, each with an exercise price of $1.30.

What is the exercise price and expiration date of the reported options?

The options have an exercise price of $1.30 and an expiration date of 10/14/2034.

How do the options vest according to the filing?

The options vest in installments of one-sixteenth (1/16) of the total number of shares at the end of each three-month period following the grant date, contingent on continuous service.

What is the reporting person's beneficial ownership after the transactions?

The filing reports direct beneficial ownership of 415,335 shares after the 09/09/2025 grant and 545,335 shares after the 09/10/2025 grant; additionally 8,000 shares are held indirectly via the Brown Family Trust dated 5/10/2006.