Heron Therapeutics (HRTX) awards RSUs and PSUs to its CFO

Rhea-AI Filing Summary

Heron Therapeutics EVP and CFO Ira Duarte received new equity awards. On January 30, 2026, Duarte was granted 216,562 restricted stock units (RSUs) and 216,561 performance stock units (PSUs), each convertible into common stock on a one-for-one basis.

The RSUs vest in 16 equal quarterly installments starting one quarter after the grant date. The PSUs follow the same quarterly schedule but also depend on achieving a net product sales revenue target for fiscal 2026 as reported in the company’s Form 10-K.

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

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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^*

Duarte Ira

(Last) (First) (Middle)

100 REGENCY FOREST DRIVE

SUITE 300

(Street)

CARY NC 27518

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [ HRTX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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

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
Restricted Stock Units	(1)	01/30/2026		A		216,562		(2)	(2)	Common Stock	216,562	$0	216,562	D
Performance Stock Units	(3)	01/30/2026		A		216,561		(4)	(4)	Common Stock	216,561	$0	216,561	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. On January 30, 2026 (the "Date of Grant"), the Reporting Person was granted 216,562 RSUs which vest upon the following time-based vesting schedule: the RSUs vest in 16 equal quarterly installments beginning one quarter after the Date of Grant. The full amount of the RSUs granted to the Reporting Person is reflected herein.

3. Performance stock units ("PSUs") convert into common stock on a one-for-one basis.

4. On January 30, 2026, the Reporting Person was granted 216,561 PSUs which vest upon the following time-based vesting schedule: the PSUs vest in 16 equal quarterly installments beginning one quarter after the Date of Grant, subject to satisfaction of the milestone-based vesting condition: the applicable percentage of the PSUs vesting based on a net product sales revenue target for the fiscal year ending December 31, 2026 as reported in the Issuer's Form 10-K. The full amount of the PSUs granted to the Reporting Person is reflected herein.

	/s/ Kathryn Lester Attorney-in-fact for Ira Duarte	02/03/2026
	** 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 equity awards did Heron Therapeutics (HRTX) grant to its CFO Ira Duarte?

Heron Therapeutics granted its CFO 216,562 RSUs and 216,561 PSUs. Both instruments convert into common stock on a one-for-one basis, giving the executive a significant stock-based compensation package that directly links potential future value to the company’s share performance and business results.

When were the new RSU and PSU awards to HRTX CFO Ira Duarte granted?

The RSU and PSU awards were granted on January 30, 2026. This grant date starts the vesting schedules and establishes the reference point for the 16 quarterly vesting installments, as well as the performance period used to assess the revenue target that applies to the PSUs.

How do the RSUs granted to Heron Therapeutics CFO vest over time?

The 216,562 RSUs vest in 16 equal quarterly installments. Vesting begins one quarter after the January 30, 2026 grant date, spreading the stock-based compensation over four years and encouraging longer-term alignment between the executive’s interests and the company’s ongoing operational and financial performance.

What performance conditions apply to the PSUs granted to HRTX CFO Ira Duarte?

The 216,561 PSUs vest based on time and a revenue milestone. They vest in 16 equal quarterly installments starting one quarter after grant, but vesting is also tied to achieving a net product sales revenue target for fiscal 2026 as reported in Heron Therapeutics’ Form 10-K.

Do the RSUs and PSUs for Heron Therapeutics’ CFO convert into common stock, and at what ratio?

Both the RSUs and PSUs convert into common stock on a one-for-one basis. Each vested unit becomes one share of common stock, meaning the full 216,562 RSUs and 216,561 PSUs represent the same numbers of potential future common shares if vesting conditions are satisfied.

Is the ownership of the granted RSUs and PSUs by the HRTX CFO direct or indirect?

The filing reports direct ownership of the RSUs and PSUs by the CFO. After the January 30, 2026 grants, Ira Duarte is shown as directly holding 216,562 RSUs and 216,561 PSUs, reflecting the full amounts awarded under the company’s equity compensation arrangements.