Heron Therapeutics extends tax benefit plan term

Heron Therapeutics, Inc. entered into Amendment No. 1 to its Tax Benefit Preservation Plan with Computershare Trust Company, N.A. as rights agent.

Rhea-AI Filing Summary

Heron Therapeutics, Inc. entered into Amendment No. 1 to its Tax Benefit Preservation Plan with Computershare Trust Company, N.A. as rights agent. The amendment changes the Plan’s definition of “Final Expiration Date,” extending all prior references to August 14, 2026 to now mean August 14, 2029. This effectively prolongs the duration of the Tax Benefit Preservation Plan by three years. The change is described as a material definitive agreement and as a material modification to the rights of security holders, with the full amendment filed as Exhibit 4.1 and incorporated by reference.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Original Final Expiration Date: August 14, 2026 New Final Expiration Date: August 14, 2029 Amendment Date: August 13, 2026 +1 more

4 metrics

Original Final Expiration Date August 14, 2026 Prior Final Expiration Date referenced in the Tax Benefit Preservation Plan

New Final Expiration Date August 14, 2029 Revised Final Expiration Date set by Amendment No. 1

Amendment Date August 13, 2026 Date Heron Therapeutics entered into Amendment No. 1

Report Signature Date August 14, 2026 Date the current report was signed on behalf of Heron Therapeutics

Key Terms

Tax Benefit Preservation Plan, Final Expiration Date, rights agent, material modification to the rights of security holders

4 terms

Tax Benefit Preservation Plan financial

"entered into Amendment No. 1 to Tax Benefit Preservation Plan"

A tax benefit preservation plan is a company policy and set of legal steps designed to protect valuable tax attributes—like carryforward losses or credits—from being lost if ownership changes. Think of it as locking up a store’s coupons so a new owner can’t void them; preserving those tax items can lower future tax bills and effectively increase the company’s value, so investors watch these plans as protection of potential after‑tax cash flows.

Final Expiration Date financial

"amends the definition of “Final Expiration Date” and all references"

rights agent financial

"by and between Heron Therapeutics, Inc. and Computershare Trust Company, N.A., as rights agent"

A rights agent is a neutral third party, usually a bank or trust company, that runs the mechanical parts of a company’s rights offering — tracking who gets rights, processing requests to buy additional shares, collecting payments, and issuing the new stock. For investors, the rights agent ensures the offer is handled correctly and on time, which affects the ability to exercise rights and the perceived fairness and legality of the transaction.

material modification to the rights of security holders regulatory

"Material Modification to Rights of Security Holders"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Heron Therapeutics (HRTX) change in its Tax Benefit Preservation Plan?

Heron Therapeutics amended its Tax Benefit Preservation Plan to extend the “Final Expiration Date” from August 14, 2026 to August 14, 2029. This lengthens the period during which the plan remains in effect for shareholders.

Why is the Heron Therapeutics (HRTX) amendment deemed a material agreement?

The amendment is classified as an entry into a material definitive agreement because it changes the Final Expiration Date of the Tax Benefit Preservation Plan to August 14, 2029, affecting how long the plan governs shareholder rights.

How does the Heron Therapeutics (HRTX) filing affect security holder rights?

The company identifies the amendment as a material modification to the rights of security holders, since extending the Final Expiration Date to August 14, 2029 changes the duration during which the Tax Benefit Preservation Plan applies.

Who is the rights agent under Heron Therapeutics’ (HRTX) Tax Benefit Preservation Plan?

Computershare Trust Company, N.A. serves as the rights agent under the Tax Benefit Preservation Plan, including as amended on August 13, 2026 by Amendment No. 1 filed as Exhibit 4.1.

Where can investors see the full Heron Therapeutics (HRTX) amendment document?

The full text of Amendment No. 1 to the Tax Benefit Preservation Plan is filed as Exhibit 4.1 and is incorporated by reference into the current report detailing the change.

When was the Heron Therapeutics (HRTX) amendment approved and filed?

Heron Therapeutics entered into Amendment No. 1 on August 13, 2026, and the report was signed on the company’s behalf on August 14, 2026 by its Executive Vice President and Chief Financial Officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:34 PM Accepted by SEC EDGAR 08/14/2026 - 04:30 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2026

Heron Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33221		94-2875566
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

25 Fenton Main Street, Suite 300, Cary, NC		27511
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (858) 251-4400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		HRTX		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2026, Heron Therapeutics, Inc. (the “Company”) entered into Amendment No. 1 to Tax Benefit Preservation Plan (the “Amendment”), which amends the Tax Benefit Preservation Plan, dated as of August 14, 2025 (the “Plan”), by and between the Company and Computershare Trust Company, N.A., as rights agent.

The Amendment amends the definition of “Final Expiration Date” and all references to August 14, 2026 in the Plan to mean August 14, 2029.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Amendment No. 1 to Tax Benefit Preservation Plan, dated as of August 13, 2026, by and between Heron Therapeutics, Inc. and Computershare Trust Company, N.A., as rights agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Heron Therapeutics, Inc.
Date: August 14, 2026			/s/ Ira Duarte
			Ira Duarte Executive Vice President, Chief Financial Officer

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-4.1 EX-4.1 28.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 48.6 KB