Heron Therapeutics (HRTX) awards EVP new RSUs and PSUs

Rhea-AI Filing Summary

Heron Therapeutics executive William P. Forbes reported new equity awards. On January 30, 2026, the EVP and Chief Development Officer received 188,315 restricted stock units and 188,314 performance stock units, both at a price of $0 per unit and held directly.

The RSUs convert into common stock on a one-for-one basis and vest in 16 equal quarterly installments starting one quarter after the grant date. The PSUs also vest in 16 equal quarterly installments, but only if a net product sales revenue target for the fiscal year ending December 31, 2026, as reported in the company’s Form 10-K, is achieved.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Forbes William P

Role EVP, Chief Development Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	188,315	$0.00	--
Grant/Award	Performance Stock Units	188,314	$0.00	--

Holdings After Transaction: Restricted Stock Units — 188,315 shares (Direct); Performance Stock Units — 188,314 shares (Direct)

Footnotes (1)

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. 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. Performance stock units ("PSUs") convert into common stock on a one-for-one basis. 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.

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^*

Forbes William P

(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)
	EVP, Chief Development 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 William P. Forbes	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.
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FAQ

What insider transaction did Heron Therapeutics (HRTX) report for William P. Forbes?

Heron Therapeutics reported equity awards to executive William P. Forbes. On January 30, 2026, he received restricted stock units and performance stock units that convert into common stock, reflecting part of his compensation package and tying his interests to future company performance and revenue milestones.

How many RSUs were granted to Heron Therapeutics EVP William P. Forbes?

William P. Forbes was granted 188,315 restricted stock units. These RSUs convert into common stock on a one-for-one basis and vest in 16 equal quarterly installments beginning one quarter after the January 30, 2026 grant date, aligning compensation with multi-year service at the company.

What are the key terms of the performance stock units granted at Heron Therapeutics?

Forbes received 188,314 performance stock units that convert one-for-one into common stock. They vest in 16 equal quarterly installments starting one quarter after January 30, 2026, but remain subject to achieving a net product sales revenue target for the fiscal year ending December 31, 2026.

How do the vesting schedules work for the RSUs and PSUs at Heron Therapeutics?

Both RSUs and PSUs vest in 16 equal quarterly installments. Vesting starts one quarter after the January 30, 2026 grant date. RSUs require only continued service, while PSUs also depend on meeting a net product sales revenue target for the 2026 fiscal year as later reported.

What conditions must be met for the Heron Therapeutics PSUs to vest?

The PSUs require both time-based and performance conditions. They vest quarterly over 16 installments beginning after January 30, 2026, and are further conditioned on achieving a specified net product sales revenue target for the fiscal year ending December 31, 2026, as disclosed in the company’s Form 10-K.

Does William P. Forbes hold these Heron Therapeutics awards directly or indirectly?

The Form 4 shows William P. Forbes holding both grants directly. After the January 30, 2026 transactions, he beneficially owned 188,315 restricted stock units and 188,314 performance stock units directly, reinforcing his financial exposure to future Heron Therapeutics common stock performance and revenue achievement.