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Heron Therapeutics (HRTX) CDO converts RSUs and withholds shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Heron Therapeutics EVP and Chief Development Officer William P. Forbes converted a total of 23,463 restricted stock units into an equal number of common shares on July 30–31, 2026, under time-based vesting schedules. To cover exercise price or tax obligations, 6,674 shares of common stock were withheld at $0.50 per share.

Positive

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Negative

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Insider Forbes William P
Role EVP, Chief Development Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F3 11,694 $0.00 $0.00
Exercise Common Stock F1 11,694 -- --
Exercise Price or Tax Liability Common Stock 3,326 $0.50 $2K
Exercise Restricted Stock Units F2 11,769 $0.00 $0.00
Exercise Common Stock F1 11,769 -- --
Exercise Price or Tax Liability Common Stock 3,348 $0.50 $2K
Holdings After Transaction: Restricted Stock Units — 281,720 shares (Direct); Common Stock — 241,173 shares (Direct)
Footnotes (3)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of common stock.
  2. F2. On January 30, 2026 (the "Date of Grant"), the Reporting Person was granted 188,315 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.
  3. F3. The restricted stock units vest in 16 equal installments beginning one quarter after the date of grant (January 31, 2025).
RSUs converted July 30, 2026 11,769 units Restricted stock units converted into common stock on 2026-07-30
RSUs converted July 31, 2026 11,694 units Restricted stock units converted into common stock on 2026-07-31
Total RSUs converted 23,463 units Sum of RSUs converted on July 30–31, 2026
Shares withheld July 30, 2026 3,348 shares Common shares withheld at $0.50 to cover obligations
Shares withheld July 31, 2026 3,326 shares Common shares withheld at $0.50 to cover obligations
Total shares withheld 6,674 shares Total common shares withheld for exercise price or tax liability
RSU grant January 30, 2026 188,315 units RSUs vesting in 16 equal quarterly installments beginning after grant
Vesting installments 16 installments Time-based vesting for RSU grants beginning one quarter after grant dates
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
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.
time-based vesting schedule financial
"RSUs vest in 16 equal quarterly installments under a time-based vesting schedule"
Date of Grant financial
"On January 30, 2026, the reporting person was granted RSUs as of the Date of Grant"
exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"

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FAQ

What equity transactions did Heron Therapeutics (HRTX) executive William P. Forbes complete on July 30–31, 2026?

Executive William P. Forbes converted 23,463 restricted stock units into common stock over July 30–31, 2026, with 6,674 shares of common stock withheld at $0.50 per share to satisfy exercise price or tax-related obligations tied to the RSU vesting.

How many RSUs did HRTX’s William P. Forbes convert into Heron Therapeutics common stock?

William P. Forbes converted 23,463 restricted stock units into an equal number of Heron Therapeutics common shares. This consisted of 11,769 RSUs converted on July 30, 2026, and 11,694 RSUs converted on July 31, 2026, reflecting scheduled time-based vesting.

How many Heron Therapeutics (HRTX) shares were withheld from William P. Forbes for tax or exercise obligations?

A total of 6,674 shares of Heron Therapeutics common stock were withheld from William P. Forbes at $0.50 per share. This included 3,348 shares on July 30, 2026, and 3,326 shares on July 31, 2026, to cover exercise price or tax liabilities.

What is the vesting structure of William P. Forbes’s RSU grants at Heron Therapeutics (HRTX)?

One RSU grant of 188,315 units dated January 30, 2026 vests in 16 equal quarterly installments. Another RSU grant dated January 31, 2025 also vests in 16 equal installments, beginning one quarter after its grant date, using a time-based vesting schedule.

What does each restricted stock unit reported for HRTX’s William P. Forbes represent?

Each restricted stock unit reported for William P. Forbes represents a contingent right to receive one share of Heron Therapeutics common stock. As the RSUs vest, they are settled in common shares, which can then be subject to share withholding for related obligations.
SEC Form 4
FORM 4UNITED 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*
Forbes William P

(Last)(First)(Middle)
25 FENTON MAIN STREET
SUITE 300

(Street)
CARY NORTH CAROLINA 27511

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Development Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/30/2026M11,769A(1)236,153D
Common Stock07/30/2026F3,348D$0.5232,805D
Common Stock07/31/2026M11,694A(1)244,499D
Common Stock07/31/2026F3,326D$0.5241,173D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$007/30/2026M11,769 (2) (2)Common Stock11,769$0164,776D
Restricted Stock Units$007/31/2026M11,694 (3) (3)Common Stock11,694$0116,944D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of common stock.
2. On January 30, 2026 (the "Date of Grant"), the Reporting Person was granted 188,315 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.
3. The restricted stock units vest in 16 equal installments beginning one quarter after the date of grant (January 31, 2025).
/s/Kathryn Lester Attorney-in-fact for William P. Forbes08/03/2026
** Signature of Reporting PersonDate
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)