Heron Therapeutics (NASDAQ: HRTX) CFO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Heron Therapeutics EVP and CFO Ira Duarte reported routine equity compensation activity. On June 16, 2026, Duarte exercised 12,500 restricted stock units, converting them into common shares at $0.00 per share. To cover tax obligations, 3,555 common shares were disposed of at $0.38 per share. Following these transactions, Duarte directly holds 264,628 shares of common stock and 12,500 restricted stock units, reflecting a compensation-driven change rather than an open-market trade.

Insider Trade Summary

12,500 shares exercised/converted

Mixed 3 txns

Insider Duarte Ira

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,500	$0.00	--
Exercise	Common Stock	12,500	$0.00	--
Tax Withholding	Common Stock	3,555	$0.38	$1K

Holdings After Transaction: Restricted Stock Units — 12,500 shares (Direct, null); Common Stock — 264,628 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in four equal annual installments beginning one year after the date of grant, subject to the Reporting Person's continued service to the Issuer through the vesting date.

Key Figures

Tax-withheld shares: 3,555 shares at $0.38 RSUs exercised: 12,500 units at $0.00 Common shares after exercise: 264,628 shares +1 more

4 metrics

Tax-withheld shares 3,555 shares at $0.38 Common stock disposed to cover tax liability on Jun. 16, 2026

RSUs exercised 12,500 units at $0.00 Restricted stock units converted into common stock on Jun. 16, 2026

Common shares after exercise 264,628 shares Direct common stock holdings following reported transactions

RSUs outstanding 12,500 units Restricted stock units remaining after transactions

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security

3 terms

Restricted Stock Units financial

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

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.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/17/2026 - 10:52 AM Accepted by SEC EDGAR 06/17/2026 - 10:52 AM 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^*

Duarte Ira

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

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	06/16/2026		M		12,500	A	(1)	264,628	D
Common Stock	06/16/2026		F		3,555	D	$0.38	261,073	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	06/16/2026		M			12,500	(2)	(2)	Common Stock	12,500	$0	12,500	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 in four equal annual installments beginning one year after the date of grant, subject to the Reporting Person's continued service to the Issuer through the vesting date.

	/s/Kathryn Lester Attorney-in-fact for Ira Duarte	06/17/2026
	** 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)

FAQ

What insider transaction did Heron Therapeutics (HRTX) report for its CFO?

Heron Therapeutics reported that EVP and CFO Ira Duarte exercised 12,500 restricted stock units into common stock and had 3,555 shares withheld to cover taxes. These are routine compensation-related transactions, not open-market share purchases or sales.

How many Heron Therapeutics (HRTX) shares does CFO Ira Duarte hold after this Form 4?

After the reported transactions, CFO Ira Duarte directly holds 264,628 shares of Heron Therapeutics common stock. He also has 12,500 restricted stock units outstanding, each representing a contingent right to receive one additional common share upon vesting.

Were the Heron Therapeutics (HRTX) insider transactions open-market buys or sells?

The reported transactions were not open-market trades. They included exercising 12,500 restricted stock units at a zero exercise price and a tax-withholding disposition of 3,555 shares at $0.38 per share to satisfy related tax obligations.

What does the tax-withholding disposition on the Heron Therapeutics (HRTX) Form 4 mean?

The tax-withholding disposition shows 3,555 Heron Therapeutics shares delivered at $0.38 per share to cover tax liabilities from equity vesting. This mechanism pays required taxes and is treated differently from a voluntary open-market sale of shares.

How do the restricted stock units reported for Heron Therapeutics (HRTX) CFO vest?

Each restricted stock unit represents a right to receive one Heron Therapeutics common share. The RSUs vest in four equal annual installments, beginning one year after the grant date, provided the executive continues serving the company through each vesting date.