Heron Therapeutics (HRTX) COO receives large RSU and PSU grants

Rhea-AI Filing Summary

Heron Therapeutics (HRTX) granted new equity awards to its Chief Operating Officer, Mark Earl Hensley. On January 30, 2026, he received 188,315 restricted stock units (RSUs) and 188,314 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 the fiscal year ending December 31, 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

OMB APPROVAL

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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^*

Hensley Mark Earl

(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)
	Chief Operating 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		188,315		(2)	(2)	Common Stock	188,315	$0	188,315	D
Performance Stock Units	(3)	01/30/2026		A		188,314		(4)	(4)	Common Stock	188,314	$0	188,314	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 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. 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 188,314 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 Mark E. Hensley	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 COO?

Heron Therapeutics granted its Chief Operating Officer 188,315 restricted stock units and 188,314 performance stock units on January 30, 2026. Both awards convert into common stock on a one-for-one basis, providing time-based and performance-based long-term incentive compensation tied to company results.

How do the RSUs granted to the HRTX COO vest over time?

The 188,315 RSUs vest in 16 equal quarterly installments beginning one quarter after the January 30, 2026 grant date. This structure spreads vesting over four years, encouraging ongoing retention and alignment of the Chief Operating Officer’s interests with longer-term shareholder value.

What conditions apply to the performance stock units at Heron Therapeutics (HRTX)?

The 188,314 PSUs vest in 16 equal quarterly installments starting one quarter after January 30, 2026, but only if a milestone-based condition is satisfied. Vesting depends on the applicable percentage tied to a net product sales revenue target for the 2026 fiscal year.

How are the RSUs and PSUs for the HRTX COO settled?

Both the RSUs and PSUs convert into Heron Therapeutics common stock on a one-for-one basis. As units vest, they effectively turn into shares, linking the Chief Operating Officer’s compensation directly to the company’s equity performance and long-term shareholder outcomes.

What performance metric affects PSU vesting at Heron Therapeutics (HRTX)?

PSU vesting depends on a net product sales revenue target for the fiscal year ending December 31, 2026. The applicable percentage of PSUs that vest is based on this revenue metric as reported in Heron Therapeutics’ Form 10-K for that fiscal year.

Does the Heron Therapeutics COO own these awards directly or indirectly?

The filing shows the Chief Operating Officer holding 188,315 RSUs and 188,314 PSUs as directly owned derivative securities. There is no indicated indirect ownership structure or footnote disclaiming beneficial ownership for these equity awards in the reported information.