Heron Therapeutics (HRTX) director reports 53,960-share RSU grant and large fund stake

Rhea-AI Filing Summary

Heron Therapeutics director Adam Morgan reported an equity grant and updated holdings. On January 30, 2026, he acquired 53,960 shares of common stock at a price of $0 through restricted stock units that vest in full on January 30, 2027. After this grant, he directly beneficially owns 123,737 shares of common stock.

An additional 8,753,290 shares of common stock are reported as indirectly owned by Velan Capital Master Fund LP. Mr. Morgan may be deemed to beneficially own these securities through related entities but expressly disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Morgan Adam

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	53,960	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 123,737 shares (Direct); Common Stock — 8,753,290 shares (Indirect, By Velan Capital Master Fund LP)

Footnotes (1)

1. The shares were granted as restricted stock units which vest in full on January 30, 2027. Each restricted stock unit represents a contingent right to receive one share of common stock. Securities owned directly by Velan Capital Master Fund LP ("Velan Master"). Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the general partner of Velan Master, and Velan Capital Management LLC, the general partner of the investment manager of Velan Master, may be deemed to beneficially own the securities owned directly by Velan Master. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Form 4 Insider Transactions: What Each Field Means →

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^*

Morgan Adam

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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
Common Stock	01/30/2026		A		53,960(1)	A	$0	123,737	D
Common Stock								8,753,290	I	By Velan Capital Master Fund LP(2)

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

Explanation of Responses:

1. The shares were granted as restricted stock units which vest in full on January 30, 2027. Each restricted stock unit represents a contingent right to receive one share of common stock.

2. Securities owned directly by Velan Capital Master Fund LP ("Velan Master"). Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the general partner of Velan Master, and Velan Capital Management LLC, the general partner of the investment manager of Velan Master, may be deemed to beneficially own the securities owned directly by Velan Master. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Adam Morgan	02/03/2026
	** 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.

FAQ

What insider transaction did Adam Morgan report at Heron Therapeutics (HRTX)?

Adam Morgan reported acquiring 53,960 shares of Heron Therapeutics common stock on January 30, 2026, via restricted stock units at a price of $0 per share. These units represent a contingent right to receive shares that vest in full on January 30, 2027.

How many Heron Therapeutics (HRTX) shares does Adam Morgan directly own after this Form 4?

After the reported grant, Adam Morgan directly beneficially owns 123,737 shares of Heron Therapeutics common stock. This total reflects the addition of 53,960 restricted stock units granted on January 30, 2026, each representing a right to receive one share upon vesting.

What are the terms of Adam Morgan’s restricted stock unit grant at Heron Therapeutics (HRTX)?

The grant consists of restricted stock units that vest in full on January 30, 2027. Each unit represents a contingent right to receive one share of Heron Therapeutics common stock, with 53,960 units granted on January 30, 2026, at a stated price of $0.

What indirect Heron Therapeutics (HRTX) holdings are reported in Adam Morgan’s Form 4?

The filing reports 8,753,290 Heron Therapeutics common shares as indirectly owned by Velan Capital Master Fund LP. Mr. Morgan may be deemed to beneficially own these through related entities but disclaims beneficial ownership except for his pecuniary interest in the fund’s holdings.

How is Velan Capital Master Fund LP related to Adam Morgan’s Heron Therapeutics (HRTX) ownership?

Velan Capital Master Fund LP directly owns the 8,753,290 indirectly reported shares. As a managing member of entities connected to Velan Master and its investment manager, Adam Morgan may be deemed a beneficial owner but formally disclaims beneficial ownership beyond his pecuniary interest.

What is Adam Morgan’s role at Heron Therapeutics (HRTX) according to the Form 4?

Adam Morgan is identified as a director of Heron Therapeutics in the Form 4. The filing indicates the form is submitted by one reporting person, reflecting his status as a board member receiving restricted stock units in the company’s common stock.