Heron COO exercises 125,000 RSUs into common stock

Heron Therapeutics Chief Operating Officer Mark Earl Hensley exercised equity awards and increased his direct share holdings.

Rhea-AI Filing Summary

Heron Therapeutics Chief Operating Officer Mark Earl Hensley exercised equity awards and increased his direct share holdings. On May 6, 2026, he exercised derivative securities to acquire 125,000 shares of common stock, reflecting the settlement of restricted stock units as equity compensation rather than a cash purchase.

Following the transaction, he directly holds 136,770 shares of common stock and 375,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock and vests 25% on the first anniversary of the grant date of May 6, 2025, then in twelve equal quarterly installments thereafter.

Insider Trade Summary

125,000 shares exercised/converted

Exercise 2 txns

Insider Hensley Mark Earl

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	125,000	$0.00	$0.00
Exercise	Common Stock	125,000	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 375,000 contracts (Direct); Common Stock — 136,770 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of common stock.
2. F2. The restricted stock units vest with 25% upon the first anniversary of date of grant (May 6, 2025) and then in twelve (12) equal quarterly installments thereafter.

Key Figures

Common shares acquired: 125,000 shares Common shares held after: 136,770 shares Restricted stock units held: 375,000 RSUs +3 more

6 metrics

Common shares acquired 125,000 shares Shares of common stock delivered on May 6, 2026

Common shares held after 136,770 shares Direct ownership after the reported transactions

Restricted stock units held 375,000 RSUs RSU balance following the derivative transaction

Transaction price per share $0.0000 per share Indicates equity compensation settlement, not cash purchase

Initial vesting portion 25% RSUs vest 25% on first anniversary of May 6, 2025 grant

Remaining vesting installments 12 installments Equal quarterly installments after first anniversary vesting

Key Terms

Restricted Stock Units, derivative security, contingent right, vest

4 terms

Restricted Stock Units financial

"The restricted stock units vest with 25% upon the first anniversary"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share"

vest financial

"The restricted stock units vest with 25% upon the first anniversary"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

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

What insider transaction did Heron Therapeutics (HRTX) report for Mark Earl Hensley?

Heron Therapeutics reported that Chief Operating Officer Mark Earl Hensley exercised derivative securities to acquire 125,000 shares of common stock. The transaction reflects equity compensation settlement, not an open-market purchase, and increased his direct ownership position in the company’s common stock.

How many Heron Therapeutics (HRTX) common shares does Mark Earl Hensley hold after this Form 4?

After the reported transaction, Mark Earl Hensley directly holds 136,770 shares of Heron Therapeutics common stock. This figure reflects his position following the exercise of derivative securities that delivered 125,000 shares on May 6, 2026, as disclosed in the Form 4.

What are the details of the 125,000 restricted stock units for Heron Therapeutics (HRTX)?

The 125,000 restricted stock units each represent a contingent right to receive one Heron Therapeutics common share. They vest 25% on the first anniversary of the May 6, 2025 grant date, then in twelve equal quarterly installments, aligning compensation with ongoing service over time.

How many restricted stock units does Mark Earl Hensley hold in Heron Therapeutics (HRTX)?

Following the transaction, Mark Earl Hensley holds 375,000 restricted stock units in Heron Therapeutics. These units provide rights to receive common shares upon vesting under the disclosed schedule, complementing his directly held 136,770 common shares after the reported exercise event.

Was cash paid per share in Mark Earl Hensley’s Heron Therapeutics (HRTX) Form 4 transaction?

No cash price was reported for the share delivery; the transaction price per share is shown as $0.0000. This indicates the common shares were issued through equity compensation settlement, rather than bought in the open market at a stated purchase price.

What does the vesting schedule mean for Heron Therapeutics (HRTX) restricted stock units?

The vesting schedule means 25% of the restricted stock units vest on the first anniversary of the May 6, 2025 grant date. The remaining units then vest in twelve equal quarterly installments, gradually converting into common shares as service conditions are satisfied over time.

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

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Accepted by SEC EDGAR 05/07/2026 - 01:01 PM EDT Learn about SEC filing dates

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
Estimated average burden
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^*

Hensley Mark Earl

(Last) (First) (Middle)

100 REGENCY FOREST DRIVE

SUITE 300

(Street)

CARY NORTH CAROLINA 27518

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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

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

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

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	05/06/2026		M		125,000	A	(1)	136,770	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
Restricted Stock Units	$0.00	05/06/2026		M			125,000	(2)	(2)	Common Stock	125,000	$0.00	375,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock.

2. The restricted stock units vest with 25% upon the first anniversary of date of grant (May 6, 2025) and then in twelve (12) equal quarterly installments thereafter.

	/s/ Kathryn Lester Attorney-in-Fact for Mark E. Hensley	05/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)